DEF 14A 1 nc10019746x1_def14a.htm DEF 14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.   )
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to Sec.240.14a-12
PARTY CITY HOLDCO INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
1)
Title of each class of securities to which transaction applies:
 
 
 
 
2)
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3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
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Total fee paid:
 
 
 
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
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Amount Previously Paid:
 
 
 
 
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Form, Schedule or Registration Statement No.:
 
 
 
 
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Date Filed:
 
 
 

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PARTY CITY HOLDCO INC.
80 Grasslands Road
Elmsford, NY 10523
Dear Stockholder:
April 26, 2021
We cordially invite you to attend our 2021 Annual Meeting of Stockholders on Thursday, June 10, 2021, at 8:30 a.m. (eastern time), to be held by virtual meeting format at www.virtualshareholdermeeting.com/PRTY2021. We hope that you will be able to join us.
Securities and Exchange Commission rules allow companies to furnish proxy materials to their stockholders on the Internet. We are pleased to take advantage of these rules and believe that they enable us to provide you with the information you need, while making delivery more efficient and more environmentally friendly. In accordance with these rules, we have sent a Notice of Internet Availability of Proxy Materials to each of our stockholders providing instructions on how to access our proxy materials and fiscal 2020 Annual Report over the Internet. The Notice of Internet Availability of Proxy Materials also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials.
Details regarding how to access the virtual meeting are described in the Notice of Internet Availability of Proxy Materials you received in the mail and in this proxy statement. We have also made available a copy of our fiscal 2020 Annual Report with this proxy statement. We encourage you to read our fiscal 2020 Annual Report. It includes our audited financial statements and provides information about our business and products.
Your vote is very important to us. Whether or not you plan to attend the meeting online, your shares should be represented and voted.
Sincerely,
Brad Weston
President and Chief Executive Officer

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PARTY CITY HOLDCO INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 10, 2021

The Annual Meeting of Stockholders (the “Annual Meeting”) of Party City Holdco Inc. (the “Company” or “Party City”) will be held by virtual meeting format at www.virtualshareholdermeeting.com/PRTY2021 on Thursday, June 10, 2021, at 8:30 a.m. (eastern time), for the following purposes as further described in the proxy statement accompanying this notice:
1)
To elect eleven directors named in this proxy statement, each to hold office until the Company’s annual meeting of stockholders in 2022, or until his or her successor has been duly elected and qualified;
2)
To consider and act upon the approval of the amendment to and restatement of the Company’s Amended and Restated 2012 Omnibus Incentive Plan;
3)
To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal 2021; and
4)
To consider any other business properly brought before the meeting.
Stockholders of record at the close of business on April 12, 2021 are entitled to notice of, and entitled to vote at, the Annual Meeting and any adjournments or postponements thereof.
To attend the Annual Meeting, you must demonstrate that you were a Party City stockholder as of the close of business on April 12, 2021 or hold a valid proxy for the Annual Meeting from any such stockholder. Due to the ongoing public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees and stockholders, the Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/PRTY2021. You will also be able to vote your shares electronically at the Annual Meeting. Details regarding how to attend the meeting online are more fully described in the Notice of Meeting and Proxy Statement.
By Order of the Board of Directors
Ian Heller
Assistant Secretary
Elmsford, NY
April 26, 2021
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting To Be Held on June 10, 2021: This proxy statement and our fiscal 2020 Annual Report to stockholders are available at www.proxyvote.com as well as on the Investor Relations section of our website at investor.partycity.com.

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Proxy Statement
PARTY CITY HOLDCO INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 10, 2021
General Information
This Proxy Statement is being furnished in connection with the solicitation by the Board of Directors (the “Board of Directors” or the “Board”) of Party City Holdco Inc. (the “Company” or “Party City”) of proxies to be voted at the Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held at 8:30 a.m. (eastern time) on Thursday, June 10, 2021. The Annual Meeting will be held in a virtual meeting format at www.virtualshareholdermeeting.com/PRTY2021.
Important Notice Regarding the Internet Availability of Proxy Materials. We save significant mailing and printing costs by providing proxy materials to you over the Internet in accordance with Securities and Exchange Commission (“SEC”) rules. On or about April 26, 2021, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our fiscal 2020 Annual Report on Form 10-K online. The Notice of Internet Availability of Proxy Materials, which cannot itself be used to vote your shares, also provides instructions on how to vote by Internet and how to request a paper copy of the proxy materials, if you so desire. The Notice of Internet Availability of Proxy Materials includes a control number that must be entered at the website in order to view the proxy materials. Whether you received the Notice of Internet Availability of Proxy Materials or paper copies of our proxy materials, the Proxy Statement and fiscal 2020 Annual Report on Form 10-K are available to you at www.proxyvote.com.
Why a Virtual Meeting?
Due to the ongoing public health impact COVID-19 and to support the health and well-being of our directors, employees and stockholders, we are relying on the latest technology to host a virtual Annual Meeting. Stockholders will be able to attend the Annual Meeting online and submit questions by visiting www.virtualshareholdermeeting.com/PRTY2021. Stockholders will also be able to vote their shares electronically during the Annual Meeting.
Who May Vote
The Board has set April 12, 2021 as the record date (the “Record Date”). As of the Record Date, 111,268,696 shares of common stock, $0.01 par value per share, of the Company were issued and outstanding. Stockholders are entitled to one vote per share of common stock outstanding on the Record Date on any matter presented at the Annual Meeting.
How To Vote
By Internet. You can vote over the Internet at www.proxyvote.com by following the instructions on the Notice or proxy card. If you are the beneficial owner (i.e. hold your shares in street name), you may be able to vote by Internet by following the instructions on your voting instruction form.
By Telephone. You can vote your proxy over the telephone by calling 1-800-690-6903. You must have your Notice or proxy card available when you call. If you are the beneficial owner (i.e. hold your shares in street name), you may be able to vote by telephone by following the instructions on your voting instruction form.
By Mail. If you requested a printed copy of the proxy materials, you can vote by mail by signing, dating and mailing the enclosed proxy card in the postage-paid envelope provided. If the envelope is missing, please mail your completed proxy card or voting instruction form to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. If you requested a printed copy of the proxy materials and are the beneficial owner (i.e. hold your shares in street name), you can vote by mail by signing, dating and mailing the enclosing voting instruction form in the envelope provided; you must contact your broker, bank or other nominee to obtain any missing proxy materials, including the voting instruction form. Please allow sufficient time for delivery if you decide to vote by mail. Further, please do not mail in the Notice, as it is not intended to serve as a voting instrument.
At the Annual Meeting. The Annual Meeting will be held entirely online. See “Attending the Annual Meeting” on how to attend and vote at the Annual Meeting.
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Proxy Statement
The shares voted electronically or represented by the proxy cards received, properly marked, dated, signed and not revoked will be voted at the Annual Meeting. Internet voting facilities for stockholders of record will be available 24 hours a day beginning immediately and will close at 11:59 p.m., Eastern Time, on June 9, 2021. Voting limitations for beneficial owners will be set forth in the voting instruction form, or you may contact your broker, bank or other nominee.
How Proxies Work
The Board of Directors is asking for your proxy. This means you authorize Bradley M. Weston and Ian R. Heller (members of Party City’s management) as proxyholders to vote your shares at the Annual Meeting in the manner you direct. All shares represented by valid proxies received and not revoked before the Annual Meeting will be voted in accordance with the stockholder’s specific voting instructions. If you do not specify how you wish the proxyholders to vote your shares, then they will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxyholders may determine in their discretion for any other matters properly presented for a vote at the meeting.
Many of our stockholders hold their shares in “street name” through a broker, bank or other nominee rather than directly in their own names. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares, and the applicable proxy materials are being forwarded to you by your broker, bank or nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and are also invited to attend the Annual Meeting if you obtain a legal proxy. Your broker, bank or nominee has enclosed a voting instruction form for you to use in directing the broker, bank or nominee on how to vote your shares.
You may receive more than one set of proxy materials and voting instrument depending on how you hold your shares. For example, if you are a stockholder of record and your shares are registered in more than one name, you may receive more than one Notice of Internet Availability of Proxy Materials, more than one e-mail or more than one proxy card. If you hold your shares in more than one brokerage account, you may receive a separate Notice of Internet Availability of Proxy Materials, a separate e-mail or a separate voting instruction form for each brokerage account in which you hold your shares. To vote all of your shares, you must vote separately as described above under “How to Vote” for each Notice of Internet Availability of Proxy Materials, e-mail notification or proxy card and/or voting instruction form that you receive.
Quorum
Transaction of business at the Annual Meeting may occur only if a quorum is present. The presence, online or by proxy, of the holders of a majority of the total votes entitled to be cast by the holders of all outstanding common stock of the Company, present in person or by proxy, will constitute a quorum. If a quorum is not reached, the Annual Meeting will be adjourned until a later time.
Revoking Your Proxy or Changing Your Vote
If you are a stockholder of record, you may revoke your proxy or change your vote at any time prior to the taking of the vote at the Annual Meeting by (i) submitting a written notice of revocation to the Company for receipt by the Company’s Secretary at or before the Annual Meeting, to Party City, 80 Grasslands Road, Elmsford, NY 10523, (ii) delivering a proxy bearing a later date using any of the voting methods described above under “How to Vote,” including by telephone or via the Internet, and until the applicable deadline for each method specified in the accompanying Notice, proxy card or voting instruction form, or (iii) attending the virtual Annual Meeting and voting online. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request or vote online at the meeting. For all methods of voting, the last vote cast will supersede all previous votes.
If you hold your shares through an account with a bank, broker or other nominee, you may change or revoke your voting instructions by following the specific directions provided to you by the holder of record, or, if you have obtained a legal proxy from your bank, broker or other nominee, by attending the Annual Meeting, and revoking your prior vote and/or voting online.
Votes Needed
The following are the voting requirements for each proposal:
Proposal 1: Election of Directors. The election of directors will be determined by a plurality of the votes cast, meaning that the nominees with the greatest number of votes cast for election, even if less than a majority, will be elected.
Proposal 2: Approval of the proposed amendment to and restatement of the Amended and Restated 2012 Omnibus Incentive Plan. The approval of the proposed amendment to and restatement of the Company’s Amended and Restated 2012 Omnibus Incentive Plan requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting.
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Proxy Statement
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm. The ratification of the appointment of Ernst & Young LLP (“E&Y”) as the independent registered public accounting firm of the Company for fiscal 2021 requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting.
Other Items. For any other matters, the affirmative vote of a majority of the votes cast on the item at the Annual Meeting online or by proxy will be required for approval.
Withhold Votes, Abstentions and Broker Non-Votes
Abstentions and broker non-votes are counted as present or represented for purposes of determining a quorum for the Annual Meeting. A broker non-vote is a proxy from a bank, broker or other nominee indicating that such person has not received instructions from the beneficial owner on a particular matter with respect to which the bank, broker or other nominee does not have discretionary voting power. Shares held by a bank, broker or other nominee that are not voted on any matter at the meeting are not included in determining whether a quorum is present.
Banks, brokers and other nominees who hold shares for the accounts of their clients have discretionary authority to vote shares if specific instructions are not given with respect to routine matters. Although the determination of whether a nominee will have discretionary voting power for a particular item is typically determined only after proxy materials are filed with the SEC, we expect that the proposal on ratification of the appointment of our independent registered public accounting firm (Proposal 3) will be a routine matter and that the other proposals (Proposals 1 and 2) will be non-routine matters. Accordingly, if your shares are held by a bank, broker or other nominee on your behalf and you do not instruct the bank, broker or other nominee as to how to vote your shares, your bank, broker or other nominee will be entitled to exercise discretion to vote your shares only on the proposal to ratify the appointment of our independent registered public accounting firm, but your bank, broker or other nominee may not exercise discretion to vote on the other proposals.
With respect to Proposal 1, the election of directors, only “for” and “withhold” votes may be cast, and broker non-votes will have no effect on the outcome of this proposal. With respect to Proposals 2 and 3, the approval of the amendment to and restatement of the Company’s Amended and Restated 2012 Omnibus Incentive Plan and the ratification of the appointment of E&Y as the Company’s independent registered public accounting firm for fiscal 2021, only “for,” “against” and “abstain” votes may be cast. For Proposal 2, abstentions will be treated as votes against the proposal under NYSE rules, which require the number of votes cast in favor of the proposal to exceed the aggregate of votes cast against the proposal plus abstentions, and broker non-votes will have no effect on the outcome of the proposal. For Proposal 3, abstentions
and broker non-votes will have no effect on the outcome of the proposal, and we expect that there will be no broker non-votes on this proposal due to the discretionary authority described above.
Board’s Voting Recommendations
The Board recommends that you vote your shares:
“FOR ALL” to elect all of the director nominees named in this Proxy Statement to the Board;
“FOR” the approval of the amendment to and restatement of the Company’s Amended and Restated 2012 Omnibus Incentive Plan; and
“FOR” the ratification of the appointment of E&Y as the Company’s independent registered public accounting firm for fiscal 2021.
Advisory Votes on the Frequency of Say-On-Pay Proposal
In an advisory vote on the frequency of the say-on-pay proposal held at our 2016 Annual Meeting of Stockholders, stockholders voted in favor of holding a say-on-pay vote every three years. In light of this result and other factors, the Board of Directors determined to hold the say-on-pay vote every three years. The Company held an advisory vote on Named Executive Officer compensation at the 2019 Annual Meeting of Stockholders and will hold its next frequency of the say-on-pay vote and advisory vote on say-on-pay at the 2022 Annual Meeting of Stockholders.
Solicitation of Proxies
This solicitation is being made by our Board. We will bear all costs of this proxy solicitation, including the cost of preparing, printing and delivering materials, the cost of the proxy solicitation and the expenses of brokers, fiduciaries and other nominees who forward proxy materials to stockholders. This cost also includes support for the hosting of the virtual Annual Meeting.
Stockholder List
For ten days prior to the Annual Meeting, a complete list of stockholders will be available during regular business hours at our principal executive office, 80 Grasslands Road, Elmsford, New York 10523. A stockholder may examine the list for any legally valid purpose related to the Annual Meeting. The stockholder list also will be available to view by stockholders attending the Annual Meeting that log in to the meeting with their 16-digit control number.
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Proxy Statement
Voting Results
The Company will announce preliminary voting results at the Annual Meeting and publish final voting results in a Current Report on Form 8-K, which we intend to file with the SEC within four business days of the completion of the Annual Meeting.
Attending the Annual Meeting
Only stockholders of record as of the close of business on April 12, 2021, their properly designated proxies and guests of the Company may attend the Annual Meeting. To participate in the Annual Meeting, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Material or on the instructions that accompanied your proxy materials. The meeting webcast will begin promptly at 8:30 a.m. (eastern time). We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:20 a.m. (eastern time), and you should allow ample time for the check-in procedures. If your shares are held in street name and you did not receive a 16-digit control number, you may gain access to and vote at the Annual Meeting by logging into your bank or brokerage firm’s website and selecting the stockholder communications mailbox to access the meeting. The control number will automatically populate. Instructions should also be provided on the voting instruction form provided by your bank or brokerage firm. If you lose your 16-digit
control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date.
What if During the Check-In Time or During the Annual Meeting I have Technical Difficulties or Trouble Accessing the Virtual Meeting Website?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log-in page.
Conduct of the Meeting
Rules of conduct for the Annual Meeting will be posted online at the Annual Meeting website. Pursuant to the Company’s Amended and Restated Bylaws, the Chair of the Board will act as Chair and preside over the Annual Meeting. The Chair has broad authority to conduct the meeting in an orderly and timely manner. This authority includes making all rulings on matters of procedure at the Annual Meeting, including recognizing stockholders or proxies who wish to speak, determining the extent of discussion on each item of business and managing disruptions or disorderly conduct.
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Corporate Governance

Leadership of
the Board
The Board is responsible for the oversight of the Company’s overall strategy and operations. The Board is committed to objective oversight of the Company’s management, especially through its independent leadership and committee membership.
The Company does not have a fixed policy regarding the separation of the offices of Chair of the Board and Chief Executive Officer and believes that it should maintain the flexibility to select the Chair of the Board and its Board leadership structure, from time to time, based on the criteria that it deems to be in the best interests of the Company and its stockholders at such time. Currently, the roles of Chief Executive Officer and Chair of the Board are separate, and our Chair of the Board is an independent director. The Chief Executive Officer is responsible for the general management, oversight, leadership, supervision and control of the day-to-day business and affairs of the Company and ensures that all directions of the Board are carried into effect. The Chair is charged with presiding over all meetings of the Board (as well as executive sessions of the independent or non-management directors) and the Company’s stockholders and providing advice and counsel to the Chief Executive Officer and other Company officers regarding the Company’s business and operations.
In addition, independent directors are the sole members of the Audit, Compensation, and Nominating and Governance Committees, which oversee critical matters of the Company, including the integrity of the Company’s financial statements, the compensation of executive management, the appointment and nomination of directors, and the development of the Company’s corporate governance policies and structures.

Board
Independence
Our Corporate Governance Guidelines provide that our Board will be comprised of a majority of directors who are independent. Under our Corporate Governance Guidelines, an “independent” director is one who meets the qualification requirements for being independent as defined by the NYSE rules. Our Board reviews any transactions and relationships between each non-management director or any member of his or her immediate family and the Company. The purpose of this review is to determine whether there are any such relationships or transactions and, if so, whether they were inconsistent with a determination that the director was independent. Our Board then makes an affirmative determination whether or not each director or nominee is independent. As a result of our review process described above, our Board unanimously determined that Messrs.
Alsfine, Collins, Conroy, Creekmuir, Frascotti and Matthews and Mses. Dodds-Brown, Fleiss, Klinger and Millstone-Shroff are independent under the governance and listing standards of the NYSE.
After considering all of the relevant facts and circumstances, the Board also has determined that each member of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee qualifies as independent in accordance with the rules established by the SEC and the NYSE for such committees, including the additional independence considerations for members of the Audit Committee and Compensation Committee.

Risk Oversight
The Board’s role in the Company’s risk oversight process includes regularly reviewing at the Audit Committee level – at least annually – the Company’s risk management efforts, including receiving reports from members of senior management on areas of material risk to the Company, including operational, financial, legal, regulatory, strategic and cyber security risks. The full Board receives these reports from the Audit Committee Chair in order to aid its understanding of the Company’s risk identification, risk management and risk mitigation strategies. The Audit, Compensation and Nominating and Governance Committees are responsible for evaluating certain risks relevant to their respective responsibilities and overseeing the management of such risks, as described below, and the entire Board is informed of such risks at the Board meetings, following a given committee meeting. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.
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Corporate Governance
Full Board
 Business plan and budget
 Strategy
 Liquidity
 Crisis management, including pandemic response
Audit Committee
 Financial reporting
 Internal controls
 Credit risk
 Compliance
Risk management
Compensation Committee
 CEO and executive officer
compensation
 Company-wide compensation programs
and policies
 Human capital
management
Nominating and Governance Committee
 Board structure and
composition
 Board effectiveness
 Key governance policies
 Corporate social
responsibility

Corporate Social
Responsibility Highlights
Our environment, social and governance practices are integrated into our core business strategy with oversight responsibility by the Nominating and Governance Committee, and we embrace these practices as an integral part of our corporate culture. We have further increased our focus on our Diversity & Inclusion work, listening to the organization so we could create strategies that are meaningful to our employees and customers and the communities in which we operate. Party City is also committed to working and partnering with small businesses across the nation and in particular minority and women owned businesses. As an example, over a third of the businesses we employ for the repair and maintenance of our retail stores are minority and women owned. We are proud of this accomplishment and will continue to seek new opportunities for our small business partners.
We are committed to supporting conditions under which people and nature can productively co-exist through an array of initiatives designed to achieve this goal. The following summarizes some of the initiatives that we have undertaken to encourage global sustainability among our processes, suppliers and customers:
using energy, land, air, and water resources efficiently in facilities and processes;
implementing environmental and energy conservation programs;
increasing use of recycled and recyclable materials in product and packaging;
responsible sourcing of timber products, including FSC-certified material;
reducing packaging materials, especially resin-based items;
offering renewable resources, such as sugar cane, corn, or bamboo, for consumer products;
minimizing waste and energy consumption at company-owned facilities;
identifying products and packaging which should be replaced or redesigned to lessen environmental impact;
collaborating and supporting organizations, such as Wounded Nature-Working Veterans, to provide products that are “Better Choices for Nature”; and
communicating with consumers about proper use, re-use, and disposal of our branded products.

Board Annual
Performance Reviews
Our Corporate Governance Guidelines provide that the Nominating and Governance Committee is responsible for periodically, and at least annually, conducting a self-evaluation of the Board as a whole. In addition, the written charters of the Audit Committee, Nominating and Governance Committee, and the Compensation Committee provide that each such committee will evaluate its performance on an annual basis using criteria that it has developed and will report to the Board on its findings. Such evaluations were conducted in 2020 by the Board and each of the committees.

Board Nominations and
Board Refreshment
Pursuant to its charter, our Nominating and Governance Committee is responsible for recommending to the Board candidates to stand for election to the Board at the Company’s annual meeting of stockholders and for recommending candidates to fill vacancies on the Board that may occur between annual meetings of stockholders. The Corporate Governance Guidelines provide that nominees for director will be selected on the basis of their personal and professional ethics, integrity and values, business acumen and interest in the Company. Board members are expected to become and remain informed about the Company, its business and its industry and prepare for, attend and participate in all Board and applicable committee meetings. The Nominating and Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of our business and represent stockholder interests through the exercise of sound judgment using its diversity of experience. In addition, the Committee considers, in light of our business, each director nominee’s experience, qualifications, attributes and skills.
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Corporate Governance
The Nominating and Governance Committee will consider recommendations of director nominees by stockholders so long as such recommendations are sent on a timely basis as set forth in our amended and restated bylaws and as summarized under “Other Information—Annual Meeting Advance Notice Requirements.” The Nominating and Governance Committee will evaluate nominees recommended by stockholders against the same criteria that it uses to evaluate other nominees. We did not receive any director nominations by stockholders for the 2021 Annual Meeting.
In September 2020, we entered into a board nomination agreement (the “Board Nomination Agreement”) with certain nominating parties (the “Nominating Parties”) in connection with refinancing transactions in 2020. Pursuant to the terms of the Board Nomination Agreement, the Nominating Parties have the right to jointly designate one individual to serve on the Board of Directors. The Company has an ongoing obligation to appoint the Nominating Parties’ nominee, subject to the nominee meeting the requirements specified in Section 1(f) of the Board Nomination Agreement and being reasonably acceptable to the Nominating and Governance Committee of the Company, until the earlier of (i) August 15, 2025, (ii) the 15.00% senior secured notes due 2025 (the “Notes”) are accelerated or otherwise become due prior to August 15, 2025, or (iii) the Board Nomination Agreement
terminates because (x) the Nominating Parties in aggregate hold less than $40 million in Notes or (y) all Nominating Parties cease to be a Nominating Party by virtue of each Nominating Party no longer holding at least 50% of the Notes as of the date of the Board Nomination Agreement.
In September 2020, Morry J. Weiss resigned from our Board and, acting upon the recommendation of the Nominating and Governance Committee, the Board increased the size of the Board from ten to eleven directors and the Board appointed Jennifer Fleiss and Joel Alsfine to fill the vacancy resulting from Mr. Weiss’ resignation and the newly created directorship. In October 2020, acting upon the recommendation of the Nominating and Governance Committee, the Board increased its size from eleven to twelve directors and appointed Sarah Dodds-Brown to fill the newly created directorship. Each of Ms. Fleiss and Ms. Dodds-Brown was identified following a director search process led by the Nominating and Governance Committee that included review of the mix of specific experience, qualifications and skills of the Company’s directors to identify and evaluate potential director appointees. The Nominating and Governance Committee engaged a leading third-party search firm, Seiden Krieger Associates, to assist with the foregoing search process. Mr. Alsfine was nominated to the Board by the Nominating Parties pursuant to the Board Nomination Agreement described above.
Board Expertise and Diversity
We seek to have a Board that represents diversity as to experience, gender and ethnicity/race, but we do not have a formal policy with respect to diversity. We also seek a Board that reflects a range of talents, ages, skills, viewpoints, professional
experience, educational background and expertise to provide sound and prudent guidance with respect to our operations and interests.
10 of 12
Independent Directors
4 of 12
Diverse Directors
Average Tenure
Approx. 334 Years
Average Age
Approx. 5612 Years
Corporate Governance Guidelines and Code of Business Conduct and Ethics
The Board has adopted Corporate Governance Guidelines setting forth guidelines and standards with respect to the role and composition of the Board, the functioning of the Board and its committees, the compensation of directors, succession planning and management development, the Board’s and its committees’ access to independent advisers and other matters. The Nominating and Governance Committee of the Board reviews and
assesses corporate governance developments and recommends to the Board modifications to the Corporate Governance Guidelines as warranted. The Company has also adopted a Corporate Code of Business Conduct and Ethics for its directors, officers and employees. The Corporate Governance Guidelines and Corporate Code of Business Conduct and Ethics are posted on the Company’s website at investor.partycity.com under the
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Corporate Governance
Corporate Governance section. If we make any substantive amendment to the Corporate Code of Business Conduct and Ethics or grant any waiver, including any implicit waiver, from a provision of the Corporate Code of Business Conduct and Ethics
to certain executive officers, we are obligated to disclose the nature of such amendment or waiver, the name of the person to whom any waiver was granted, and the date of waiver on our website or in a report on Form 8-K.
Overboarding Policy
The Company expects that each of its directors will be able to dedicate the time and resources sufficient to ensure the diligent performance of his or her duties on the Company’s behalf, including attending Board and applicable committee meetings. Accordingly, the Corporate Governance Guidelines provide that
Board members should not serve on more than a total of four public company boards of directors. In addition, Board members who hold the position of chief executive officer of a public company should not serve on more than a total of three public company boards (including the board of his or her own company).
Communications with Directors
The Company is committed to ensuring that the views of stockholders and other interested parties are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. Stockholders and other interested parties may communicate with
the Board or individual directors, as applicable, by sending a letter to the director, c/o Secretary, Party City Holdco Inc., 80 Grasslands Road, Elmsford, New York 10523. All such letters will be promptly forwarded to the Board or individual directors, as applicable, by the Secretary.
Board Meetings and Annual Meeting Attendance
During the year ended December 31, 2020, the Board held sixteen (16) meetings. Each of the current directors attended at least 75% of the total of (i) the meetings of the Board held during the period for which he or she has been a director and (ii) the meetings of the committee(s) on which that director served during such period. The Company does not have a formal policy regarding director attendance at the annual meeting of stockholders of the Company. Each director who is up for election
at the Annual Meeting is expected to attend the Annual Meeting online. All directors then in office attended the 2020 annual meeting of stockholders.
In addition to regular meetings of the full Board, the Company’s independent directors regularly meet in executive sessions without management participation. Currently, Norman S. Matthews, Chair, presides over such executive sessions.
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Corporate Governance
Committees of the Board
Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Each committee operates pursuant to a charter that has been approved by the Board. The current composition of each committee is as follows:
 
Audit
Committee
Compensation
Committee
Nominating and
Governance Committee
Joel Alsfine(1)
 
 
Steven J. Collins(2)
 
Chair
James G. Conroy(3)
 
 
Chair
William S. Creekmuir
Chair
 
 
Sarah Dodds-Brown(4)
 
 
Jennifer Fleiss
 
 
 
John A. Frascotti(5)
 
 
Lisa K. Klinger(6)
 
 
Norman S. Matthews
 
Michelle Millstone-Shroff(7)
 
 
(1)
Joel Alsfine was appointed to the Audit Committee in September 2020.
(2)
Steven J. Collins was appointed Chair of the Compensation Committee in July 2020.
(3)
James G. Conroy was appointed Chair of the Nominating and Governance Committee in January 2020.
(4)
Sarah Dodds-Brown was appointed to the Audit Committee in October 2020.
(5)
John A. Frascotti was appointed to the Audit Committee in January 2020.
(6)
Lisa K. Klinger is not standing for re-election to the Board at the Annual Meeting.
(7)
Michelle Millstone-Shroff was appointed to the Compensation Committee in January 2020. Prior to January 2020, she served as a member of the Audit Committee.
Audit Committee
The Audit Committee’s primary duties and responsibilities are to:
appoint, compensate, retain and oversee the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services and review and appraise the audit efforts of our independent accountants;
review our reports filed with or furnished to the SEC that include financial statements, results or guidance, and produce an Audit Committee report for inclusion in our annual proxy statement or annual report;
establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters;
engage independent counsel and other advisers, as necessary;
determine funding of various services provided by accountants or advisers retained by the Committee;
serve as an independent and objective party to oversee our internal controls and procedures system;
oversee compliance with legal and regulatory requirements, including any violations of the Code of Business Conduct and Ethics;
review policies with respect to risk assessment and risk management, including appropriate guidelines and policies to govern the process;
oversee the scope of work and performance of the internal audit function; and
provide an open avenue of communication among the independent accountants, financial and senior management and the Board of Directors.
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Corporate Governance
Our Board has determined that each director appointed to the Audit Committee is financially literate and that each of Mr. Creekmuir and Ms. Klinger is an “audit committee financial expert” within the meaning of the SEC regulations and has accounting or related financial management expertise under the listing standards of the NYSE. Our Board has adopted a written charter pursuant to which the Audit Committee operates, which is reviewed periodically and at least annually. The Audit Committee met nine times during fiscal 2020.
Compensation Committee
The Compensation Committee is responsible for:
review and approval of corporate and individual goals and objectives relevant to executive officer compensation and evaluation of the performance of executive officers in light of the goals and objectives;
review and approval of executive officer compensation;
review and approval of the Chief Executive Officer’s compensation based upon the Nominating and Governance Committee’s evaluation of the Chief Executive Officer’s performance;
evaluation of appropriate peer group benchmarking in connection with evaluation of executive officer and director compensation;
recommendation to the Board of Directors regarding the adoption of new incentive compensation and equity-based plans, and administration of our existing incentive compensation and equity-based plans;
recommendation to the Board of Directors regarding compensation of the members of the Board of Directors and its committees;
review of and collaboration with management the compensation discussion and analysis to be included in our filings with the SEC and preparation of an annual Compensation Committee report for inclusion in our annual proxy statement or annual report;
review and approval of generally, any significant non-executive compensation and benefits plans;
analysis of risk as part of the review of our compensation policies and practices for all employees;
appointment, compensation, retention and oversight of the work of any compensation consultant; and
review of our significant policies, practices and procedures concerning human resource-related matters.
Our Board has adopted a written charter under which the Compensation Committee operates, and the charter is reviewed annually. The Compensation Committee met seven times during fiscal 2020.
Nominating and Governance Committee
The Nominating and Governance Committee is responsible for:
recruiting and retention of qualified persons to serve on our Board of Directors;
proposing such individuals to the Board of Directors for nomination for election as directors and to fill any vacancies on the Board of Directors;
evaluating the size and composition of our Board of Directors and committees;
reviewing the practices and policies with respect to directors, including stock ownership guidelines;
overseeing the annual evaluation of the performance of the Board of Directors and the evaluation of the Company’s Chief Executive Officer;
reviewing policies with respect to significant issues of corporate public responsibility; and
periodically assessing the Company’s Corporate Governance Guidelines.
Our Board has adopted a written charter pursuant to which the Nominating and Governance Committee operates, which is reviewed periodically. The Nominating and Governance Committee met four times during fiscal 2020.
The charters for each of our Board committees are available on our website at investor.partycity.com under the Corporate Governance section. References to any website addresses are not intended to function as hyperlinks and, except as specified herein, the information contained on or accessible through such websites is not part of this Proxy Statement.
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Proposal 1
TO ELECT
ELEVEN DIRECTORS
Upon the recommendation of the Nominating and Governance Committee, the Board of Directors has nominated Messrs. Alsfine, Collins, Conroy, Creekmuir, Frascotti, Harrison, Matthews and Weston and Mses. Dodds-Brown, Fleiss and Millstone-Shroff to serve as directors. Ms. Klinger will not be standing for re-election at the Annual Meeting. Each nominee has consented to be named in this proxy statement and agreed to continue to serve as a director if elected by the stockholders. If any of them should become unavailable, the Board may designate a substitute nominee. In that case, the Company will provide additional disclosures to stockholders, and the proxy holders named as proxies in the accompanying proxy card will vote for the Board’s substitute nominee. Alternatively, the Board may leave the position vacant or reduce the size of the Board of Directors.
The Company seeks nominees with established strong professional reputations, sophistication, business acumen and experience in retail and consumer industries. The Company also seeks nominees with experience in substantive areas that are important to the Company’s business such as: international
operations; accounting, finance and capital structure; strategic planning and leadership of complex organizations; human resources and development practices; strategy and innovation; and digital infrastructure and communications. The Company’s nominees hold or have held senior executive positions in large, complex organizations or in businesses related to important substantive areas, and in these positions have also gained experience in core management skills and substantive areas relevant to our business. The nominees also have experience serving on boards of directors and board committees of other organizations, and each of the nominees has an understanding of public company corporate governance practices and trends.
In addition, all of the Company’s nominees have prior service on the Party City Board, which has provided them with significant exposure to both our business and the industry in which we compete. The Company believes that all its nominees possess the professional and personal qualifications necessary for board service, and the particularly noteworthy attributes for each director is highlighted in the individual biographies below.
Nominees for Election as Directors
General Information
Below is a summary of the Nominees for election as Director at the Annual Meeting, their ages as of April 12, 2021 and the year they were each first elected to the Board.
Name
Age
Position
Director Since
Norman S. Matthews
88
Non-Executive Chair and Director
2013
Joel Alsfine
51
Director
2020
Steven J. Collins
52
Director
2012
James G. Conroy
51
Director
2019
William S. Creekmuir
65
Director
2016
Sarah Dodds-Brown
48
Director
2020
Jennifer Fleiss
37
Director
2020
John A. Frascotti
60
Director
2019
James M. Harrison
69
Vice Chair and Director
2012
Michelle Millstone-Shroff
46
Director
2019
Bradley M. Weston
56
Chief Executive Officer and Director
2020
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Norman S. Matthews
Norman S. Matthews has been a member of our Board since May 2013 and has served as non- employee Chair of the Board since June 2018.
Mr. Matthews has worked as an independent consultant and venture capitalist since 1989. From 1978 to 1988, Mr. Matthews served in various senior management positions for Federated Department Stores, Inc., including President from 1987 to 1988. Mr. Matthews currently serves as Chair of the board of directors of The Children’s Place, Inc. (NASDAQ: PLCE), and is a board member of Grocery Outlet (NASDAQ: GO) and ThredUp (NASDAQ: TDUP). Additionally, Mr. Matthews is director emeritus of The Progressive Corporation, Sunoco, Inc., Toys ‘R’ Us, Inc., Federated Department Stores, Inc., Henry Schein, Inc. and a trustee emeritus at the American Museum of Natural History. In 2005, Mr. Matthews was named as one of eight outstanding directors by the Outstanding Directors Exchange (an annual award voted on by peer directors and awarded to an outstanding director for the key role he played during a crisis, business transformation or turnaround). Mr. Matthews is a Princeton University graduate, and earned his MBA from Harvard Business School. Mr. Matthews’ extensive experience in strategic marketing and sales, his over 30 years of experience as a senior business leader in marketing and merchandising at large public companies and his valuable expertise in compensation programs and strategy led to the conclusion that he should serve as a director of our Company.
Joel Alsfine
Joel Alsfine has been a member of our Board since September 2020.
Mr. Alsfine is a Senior Advisor to MSD Capital, an investment firm formed to manage the capital of Michael Dell and his family. Until July 2020, Mr. Alsfine was a Partner and the head of the Tactical Investments Group at MSD Capital. Mr. Alsfine joined MSD Capital in 2002 as an analyst focusing on investing in public equity securities and subsequently became the portfolio manager of a large, concentrated public equity portfolio. Mr. Alsfine became a Partner of MSD in February 2014. Prior to joining MSD, Mr. Alsfine worked at TG Capital Corp, a single-family investment office investing across all asset classes, McKinsey & Company, and accounting firm Fisher Hoffman Stride. Mr. Alsfine is a member of the board of Asbury Automotive Group Inc. (NYSE: ABG) and the board of Life Time Inc. He is also an independent director of CC Neuberger Principal Holdings II (NYSE: PRPB), a special purpose acquisition company. Mr. Alsfine received an MBA from Stanford Graduate School of Business and a Bachelor of Commerce (Honors) in Accounting from the University of the Witwatersrand in South Africa. Mr. Alsfine’s extensive capital markets, investment, financial and risk management experience from his executive and
consulting roles, as well as his public company experience from director service and serving as an analyst focusing on public company equity, led to the conclusion that he should continue to serve as a director of our Company. Mr. Alsfine was nominated to the Board by the Nominating Parties pursuant to the Board Nomination Agreement.
Steven J. Collins
Steven J. Collins has been a member of our Board since July 2012.
Mr. Collins founded Exeter Capital, a private equity firm, in 2019 and serves as a Managing Director. Mr. Collins was a Managing Director at Advent International, a global private equity firm, from 2007 to 2017. Mr. Collins joined Advent in 1995 and rejoined after graduate school in 2000. Mr. Collins is a member of the board of directors of Kirkland’s Inc. (NASDAQ: KIRK) and several privately-held businesses. He was a member of the board of Five Below (NASDAQ: FIVE) from 2010 to 2015, lululemon athletica (NASDAQ: LULU) from 2014 to 2017 and Bojangles’ from 2011 to 2019. He holds a B.A./B.S. from the University of Pennsylvania’s Wharton School and an MBA from Harvard Business School. Mr. Collins’ experience serving as a director of various public and private companies and significant knowledge of the retail and consumer sectors, led to the conclusion that he should serve as a director of our Company.
James G. Conroy
James G. Conroy has been a member of our Board since September 2019.
Mr. Conroy has been a director and the President and Chief Executive Officer of Boot Barn (NYSE: BOOT) since 2012. Prior to joining Boot Barn, Mr. Conroy was with Claire’s Stores, Inc. from 2007 to 2012, where Mr. Conroy served as Chief Operating Officer and Interim Co-Chief Executive Officer during 2012, President from 2009 to 2012 and Executive Vice President from 2007 to 2009. During his career, he was employed by Viacom Entertainment in their Retail Group from 1996 to 1998, Kurt Salmon Associates from 2003 to 2005 and Deloitte Consulting. Mr. Conroy currently serves on the Foundation Board of Children’s Hospital of Orange County (CHOC). Mr. Conroy received a bachelor’s degree in business management and marketing, and a master’s degree in business administration from Cornell University. Mr. Conroy is qualified to serve on our board of directors because of his expertise in the strategic and operational aspects of the retail industry, which he has gained during his 27 years working in the industry.
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Proposal 1
William S. Creekmuir
William S. Creekmuir has been a member of our Board since March 2016.
Mr. Creekmuir is President of Pinnacle Search Partners, LLC (“Pinnacle”), a global executive search firm, and has served in that capacity since December 2015. Originally hired as a consultant to Pinnacle in 2014, he quickly assumed roles of continuing responsibility and became owner of the company in December 2015. Since January 2019, Mr. Creekmuir has served on the Board of Directors for Flexsteel Industries, Inc. (NASDAQ: FLXS). He is the Chair of its Audit and Ethics Committee and a member of its Nominating and Governance Committee. Additionally, Mr. Creekmuir has served on a number of private company advisory boards, is a member of the President’s Advisory Council at Elon University, is on the American Home Furnishings Alliance Solution Partners board, and is Chair of the Statistics Committee of the International Sleep Products Association. From October 2011 through January 2015, Mr. Creekmuir served as an independent consultant, including Pinnacle and as the Interim Chief Financial Officer of Sleep Innovations, Inc. Mr. Creekmuir served as Executive Vice President and Chief Financial Officer of Simmons Bedding Company from 2000 to 2011 and LADD Furniture, Inc. from 1992 to 2000. His earlier years were spent with Big 4 global accounting firm KPMG where he was ultimately named Partner and held responsibilities in the United States and Ireland. Mr. Creekmuir is a graduate of The University of North Carolina at Chapel Hill, and he is a CPA. Mr. Creekmuir’s extensive experience in financial executive roles led to the conclusion that he should serve as a director of our Company.
Sarah Dodds-Brown
Sarah Dodds-Brown has been a member of our Board since October 2020.
Since 2005, Ms. Dodds-Brown has served in a variety of leadership positions in the General Counsel’s Organization at American Express (NYSE: AXP), including currently as Executive Vice President and Managing Counsel leading the Business Legal Group. For several years, in addition to her business support responsibilities, Ms. Dodds-Brown also led the global privacy law center of excellence at American Express and helped develop the company’s principle-based approach to privacy and data governance. Ms. Dodds-Brown currently serves as an Adviser on an American Law Institute project focused on developing principles for a data economy and is active with educational and civic organizations, including Duke University, Rye Country Day School, the City of New Rochelle Planning Board and DirectWomen. Previously, Ms. Dodds-Brown worked at Paul, Weiss, Rifkind, Wharton & Garrison LLP in the firm’s M&A and private equity practices. Ms. Dodds-Brown received a JD from
Columbia University School of Law and a B.A. from Duke University. Ms. Dodds-Brown’s extensive expertise in regulatory, legal, privacy, consumer and merchant matters, as well as significant experience activating cultural engagement and promoting diversity and inclusion across global organizations, led to the conclusion that she should serve as a director of our Company.
Jennifer Fleiss
Jennifer Fleiss has been a member of our Board since September 2020.
Ms. Fleiss is a Venture Partner at Volition Capital, a growth equity firm, since February 2021 and the Co-Founder of both Rent the Runway, Inc. (“Rent the Runway”), an online service that provides designer dress and accessory rentals, and Walmart’s text-based shopping service (previously named Jetblack), companies she started in November 2008 and March 2017, respectively. She is a board member of Party City, Rent the Runway and Apollo Strategic Growth Capital (NYSE: APSG), a special purpose acquisition company within Apollo Global Management, Inc. and is an adviser to consumer startups and venture funds. Ms. Fleiss holds an undergraduate degree from Yale University and an MBA from Harvard Business School. Ms. Fleiss’ significant executive experience, digital expertise and record of building unique marketplace platforms that disrupt the traditional shopping experience and enable leading retail businesses led to the conclusion that she should serve as a director of our Company.
John A. Frascotti
John A. Frascotti has been a member of our Board since September 2019.
Mr. Frascotti is a Special Advisor and director of Hasbro, Inc (NASDAQ: HAS), and served as Hasbro’s President and Chief Operating Officer from 2018 until his retirement on March 31, 2021. Mr. Frascotti joined Hasbro in 2008 as Executive Vice President and Chief Marketing Officer, became President of Hasbro Brands in 2014, and became President of Hasbro in 2017. In 2018, he was also named Chief Operating Officer, and became a member of Hasbro’s Board of Directors. Mr. Frascotti will not be standing for re-election to Hasbro’s Board of Directors at its Annual Meeting. Before joining Hasbro, Mr. Frascotti served in several senior executive positions at Reebok International Ltd. and myteam.com and the law firms of Mitchell, Silberberg & Knupp in Los Angeles and Palmer & Dodge in Boston. Mr. Frascotti was a member of the Board of Directors of Corus Entertainment in Toronto, Canada, the Toy Association and the Hasbro Children’s Fund. Mr. Frascotti received his B.A. in Economics from Yale University, where he graduated Phi Beta Kappa and summa cum laude, and his JD, cum laude, from
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Proposal 1
Harvard Law School. We believe Mr. Frascotti is qualified to serve on our Board of Directors because of his experience as a senior executive and his extensive experience in the strategic and operational aspects of the consumer products, gaming and entertainment industry.
James M. Harrison
James M. Harrison became our Vice Chair effective April 1, 2020 and has served on the Board since July 2012.
Prior to his appointment as Vice Chair, Mr. James Harrison served as Chief Executive Officer from January 2014 to March 2020. Mr. James Harrison also served as our President from December 1997 to January 2015. From March 2002 to July 2012, Mr. James Harrison served as our Chief Operating Officer. From February 1997 to March 2002, Mr. James Harrison also served as our Chief Financial Officer and Treasurer. From February 1997 to December 1997, Mr. James Harrison served as our Secretary. Mr. James Harrison holds a B.S. in accounting from Fordham University. Mr. James Harrison’s extensive experience in the decorated party goods industry and his 20-year tenure and his role as the Vice Chair of our Company led to the conclusion that he should serve as a director of our Company.
Michelle Millstone-Shroff
Michelle Millstone-Shroff has been a member of our Board since February 2019.
Ms. Millstone-Shroff most recently served as the President and Chief Operating Officer of buybuy Baby (NYSE: BBBY), the nation’s leading retailer of items for infants and toddlers, and Chief Customer Experience Officer of Bed Bath & Beyond, Inc. During her fifteen years at Bed Bath & Beyond, Inc. (NYSE: BBBY), Ms. Millstone-Shroff also served in a variety of senior roles in strategy and business development. Earlier in her career, she worked at McKinsey & Company, with a focus on retail- and consumer-oriented companies. Ms. Millstone-Shroff serves as an independent advisor to various businesses, including serving as a Senior Advisor to McKinsey & Company, a global management consulting firm, since April 2019. She also serves on the boards of directors of Public Storage (NYSE: PSA), a self-storage REIT, Neiman Marcus Group Inc. (NYSE: NMG.A), a chain of luxury department stores, Able Brands, a SPAC, and Nanit, a private technology startup that develops smart baby monitor devices. Ms. Millstone-Shroff is a graduate of Harvard Business School, where she earned an MBA with distinction, and the University of Pennsylvania, where she earned a dual B.S. summa cum laude in strategic management from The Wharton School and a B.A. in psychology summa cum laude from The College of Arts &
Sciences. Ms. Millstone-Shroff’s significant strategic and operating experience at omni-channel consumer-facing businesses, including experience scaling a specialty retailer from less than $100 million in revenue to over $1 billion, led to the conclusion she should serve as a Director.
Bradley M. Weston
Bradley M. Weston became our President & Chief Executive Officer effective April 1, 2020 and has been a member of our Board since April 2020.
Mr. Weston joined the Company as President of the Company and Chief Executive Officer of Party City Retail Group, in July 2019. Prior to joining the Company, Mr. Weston served as Chief Executive Officer at Petco (NASDAQ: WOOF), where he held several leadership positions of increasing responsibility from 2011 to 2018. Before joining Petco, Mr. Weston held several senior executive positions at Dick’s Sporting Goods (NASDAQ: DKS) from 2006 to 2011, including Chief Merchandising Officer. Mr. Weston currently serves on the Board of Directors of Boot Barn (NYSE: BOOT). Mr. Weston holds a B.S. in business administration from the University of California, Berkeley. Mr. Weston’s extensive experience in the retail industry and his roles as Chief Executive Officer here and at Petco led to the conclusion that he should serve as a director of our Company.
Director Not Standing for Re-election at the Annual Meeting
Lisa K. Klinger has been a member of our Board since June 2015. She served as the Chief Administrative and Financial Officer for Ideal Image Development Corp., the largest U.S. retail provider of non-surgical cosmetic procedures, from January 2018 to February 2019. Ms. Klinger has also served as Chief Administrative and Financial Officer for Peloton Interactive, Inc. (NASDAQ: PTON) from June 2016 to December 2017, as Chief Financial Officer and Treasurer for Vince Holding Corp. (NYSE: VNCE) from December 2012 to June 2015, and as Executive Vice President and Chief Financial Officer of The Fresh Market, Inc. from March 2009 to November 2012. During her career, she has also held financial leadership roles at Michael’s Stores (NASDAQ: MIK) and Limited Brands (NYSE: LB). Ms. Klinger also serves on the board of directors and is the audit committee chair of Emerald Holdings, Inc., a leading operator of business-to-business trade shows in the United States. She holds a B.S.B.A. in Finance from Bowling Green State University. Ms. Klinger’s extensive expertise in leadership and corporate finance led to the conclusion that she should serve as a director of our Company.
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Proposal 1
Vote Required
Directors are elected by a plurality of the votes cast at the Annual Meeting by the holders of shares present online or represented by proxy and entitled to vote on the election of the directors. The eleven nominees receiving the highest number of “For” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the eleven nominees named above. If any of the nominees become unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by our Board.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES SET FORTH ABOVE.
Director Compensation for 2020
Annual Compensation
Directors who are also our employees receive no additional compensation for serving on our Board during such time they are an employee. Further, Todd Abbrecht, who was a representative of THL, received no additional compensation for serving on our Board in 2020. During 2020, there were eleven non-employee directors on our Board who were not affiliated with THL during the calendar year: Joel Alsfine, Steven J. Collins, James G. Conroy, William S. Creekmuir, Sarah Dodds-Brown, Jennifer Fleiss, John A Frascotti, Lisa K. Klinger, Norman S. Matthews, Michelle Millstone-Shroff, and Morry J. Weiss.
Our non-employee director compensation was developed taking into account the recommendations developed from a fiscal 2017 analysis of similar programs of our peer companies, which was performed by the Compensation Committee’s independent compensation consultant, Semler Brossy Consulting Group, LLC. None of these retainer amounts changed in fiscal 2020.
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Proposal 1
Under the program, each non-employee director is eligible to receive a cash retainer as follows:
 
($)
Annual cash retainer for Board service:
 
Chair of the Board
135,000
Other non-employee directors
75,000
Annual cash retainers for Committee service:
 
Nominating and Governance Committee:
 
Chair
12,500
Member
7,500
Audit Committee
 
Chair
20,000
Member
12,500
Compensation Committee
 
Chair
15,000
Member
10,000
All retainers are paid quarterly in arrears. However, all non-employee directors elected to forgo their respective quarterly cash retainers for the second quarter of 2020 as part of the Company’s pandemic response effort. Our non-employee directors have the option to receive all or any portion of such compensation in the form of either cash or fully vested shares of our common stock.
In prior years, each participating non-employee director was also eligible to receive an annual equity retainer of restricted stock units (RSUs) equal to $125,000 (based on the aggregate value of the underlying shares on the grant date) as of our annual meeting of stockholders, and in the first year of director service, he or she received a sign-on, pro rata grant of RSUs.
In 2020, given the limitation of our shares available under our Incentive Plan, the Board determined that the annual equity retainer to each non-employee director in 2020 would consist of 30,000 RSUs. New directors also received a sign-on grant of 30,000 RSUs (instead of a pro rata grant of the RSUs as described above) to establish alignment with stockholders. The grant values of RSU awards made in 2020 was significantly lower than the value of the historical annual equity awards.
The annual grants and sign-on grants of RSUs will vest in full on the first anniversary of grant date or the date of the annual meeting of stockholders following the grant date, respectively, or the earlier the termination of the director’s service due to his or her death, or a change in control, subject, in each case, to the director’s continued service as a member of the Board through the vesting date.
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Proposal 1
The following table sets forth the compensation paid to the non-employee directors during the year ended December 31, 2020:
Name
Fees Earned or
Paid in Cash(1)
Stock
Awards(2)
Total
Todd Abbrecht(3)
$0
$0
$0
Joel Alsfine(3)
$22,547
$77,400
$99,947
Steven J. Collins
$77,106
$41,400
$118,506
James G. Conroy
$68,990
$41,400
$110,390
William S. Creekmuir
$80,625
$41,400
$122,025
Sarah Dodds-Brown(3)
$0
$78,000
$78,000
Jennifer Fleiss(3)
$19,325
$77,400
$96,725
John A. Frascotti
$65,754
$41,400
$107,154
Lisa K. Klinger
$65,625
$41,400
$107,025
Norman S. Matthews
$117,250
$41,400
$158,650
Michelle Millstone-Shroff
$64,546
$41,400
$105,946
Morry J. Weiss(3)
$35,432
$41,400
$76,832
(1)
Messrs. Matthews and Weiss elected to receive equity in lieu of a cash retainer for 2020. Mr. Alsfine and MsFleiss elected to receive their retainers for the third quarter of 2020 in the form of equity. All non-employee directors elected to forgo their respective quarterly cash retainers for the second quarter of 2020.
(2)
The dollar values shown reflect the aggregate grant date fair value of the RSUs granted during fiscal 2020 in accordance with FASB Accounting Standards Codification Topic 718 for stock-based compensation, disregarding the effect of estimated forfeitures. These amounts do not represent the actual value that will be received from the awards. The assumptions used in determining the fair values of RSU awards granted in 2020 are disclosed in Notes 2 and 16 to our audited consolidated financial statements that appear in our Annual Report on Form 10-K for the year ended December 31, 2020.
(3)
Mr. Abbrecht was a representative of THL and received no additional compensation for serving on our Board during 2020. He resigned from our Board in July 2020. Mses. Fleiss and Dodds-Brown and Mr. Alsfine were newly appointed to the Board of Directors in 2020. Mr. Weiss resigned from the Board of Directors in September of 2020.
As of December 31, 2020, Messrs. Alsfine, Collins, Conroy, Creekmuir, Frascotti, Matthews, and, Mses. Dodds-Brown, Fleiss, Klinger and Millstone-Shroff each held 30,000 RSUs.
As of December 31, 2020, Messrs. Collins, Creekmuir, Matthews, and Ms. Klinger also held stock options with respect to 2,080 shares, 11,778 shares, 18,680 shares, and 12,930 shares of our common stock, respectively.
Non-Employee Director Stock Ownership Guidelines
Our Corporate Governance Guidelines provide that each non-employee director will, within three years of his or her appointment to the Board, hold stock of the Company equal to at least $375,000, inclusive of stock issued as director fees. As of the Record Date, all non-employee directors in service were either in compliance with the guidelines or within the compliance period and making appropriate progress.
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Executive Compensation
Executive Officers of the Company
Set forth below are the names, ages and positions with the Company of the persons who were serving as executive officers of the Company as of April 12, 2021.
Name
Age
Title
Bradley M. Weston
56
Chief Executive Officer and Director
Todd E. Vogensen
52
Chief Financial Officer
Sean C. Thompson
46
Chief Commercial Officer
Denise M. Kulikowsky
52
Chief Human Resources Officer
OFFICERS:
The background of Mr. Weston is described above under “Members of the Board of Directors Continuing in Office.”
Todd E. Vogensen became our Executive Vice President and Chief Financial Officer in February 2020. Previously, Mr. Vogensen served as Executive Vice President—Chief Financial Officer at Chico’s FAS, Inc. (NYSE: CHS) from June 2015 through January 2020. He joined Chico’s FAS in October 2009, and served in roles of increasing responsibility, including Senior Vice President – Finance, and Vice President – Investor Relations. Previously, Mr. Vogensen served in executive finance roles at Michaels Stores, Inc. (NASDAQ: MIK), Gap, Inc. (NASDAQ: GPS), Hewlett Packard Company and PricewaterhouseCoopers LLP. Mr. Vogensen graduated from Arizona State University and holds a B.S. in Accountancy.
Denise M. Kulikowsky became our Chief Human Resources Officer in November 2018. Prior to joining the Company, Ms. Kulikowsky served as the Vice President, Global Human Resources for The Estee Lauder Companies, Inc. (NYSE: EL) from 2015 to 2018. Before joining The Estee Lauder Companies Inc, Ms. Kulikowsky held several senior human resources positions at Gap Inc. (NYSE: GPS). Ms. Kulikowsky has an undergraduate degree in Psychology from Fordham University and a master’s degree in Counseling from The University of Pennsylvania.
Sean Thompson became Chief Merchandising Officer in November 2019 and Chief Commercial Officer in September of 2020. Prior to joining the Company, Mr. Thompson served at 7-Eleven, Inc. from 2012 to 2019, where he held several leadership positions of increasing responsibility, including SVP of Merchandising, SVP of Marketing, VP of Acquisition Integration, VP of Private Brands and Sr. Director of Merchandising. Previously, he served in merchandising and consulting roles with Target Corporation (NYSE: TGT) and The
Farnsworth Group. Mr. Thompson holds a B.A. in Psychology and an MBA from Indiana University.
Michael A. Correale served as the Company’s Chief Accounting Officer since August 2016 and also served as our Interim Chief Financial Officer from March 2019 to February 2020. He stepped down from full time duties in September 2020 and is now a consultant for the Company. Previously, Mr. Correale served as our Chief Financial Officer, from March 2002 to August 2016, and Vice President—Finance, from May 1997 to March 2002. Prior to joining the Company, Mr. Correale was the Director of Financial Reporting for Ultramar Corporation and also worked for Ernst & Young LLP. Mr. Correale holds a B.B.A. in Accounting from Iona College.
Michael P. Harrison served as our Senior Vice President and General Manager of the North American Consumer Products (“NACP”) Group from 2017 to March 2021, in which he oversaw the Company’s manufacturing, US wholesale, and Asian operations. From 2014 to 2017, Mr. Michael Harrison served as Vice President and General Manager of Amscan, where he oversaw the Company’s U.S. wholesale and Asian operations. From 2010 to 2014, Mr. Michael Harrison served as Vice President of Operations of Amscan. Mr. Michael Harrison joined the company in 2007 as a Senior Financial Analyst in the Amscan Division. Prior to joining the Company, Mr. Michael Harrison spent six years at FactSet Research Systems, which is a provider of financial information and analytical software to investment professionals. Mr. Michael Harrison is a graduate of Hamilton College and holds an MBA from NYU’s Stern School of Business. Mr. Michael Harrison is the son of our Vice Chair and former Chief Executive Officer, Mr. James Harrison.
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Executive Compensation
Compensation Committee Report
The Compensation Committee has reviewed and discussed the compensation discussion and analysis set forth below with management. Based on these reviews and discussions, the Compensation Committee recommended to the Board that the compensation discussion and analysis be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2020.
Compensation Committee
Steven J. Collins, Chair
Norman S. Matthews
Michelle Millstone-Shroff
Compensation Discussion and Analysis
This compensation discussion and analysis section provides context for the information contained in the tables following this discussion and is intended to provide information about our fiscal 2020 compensation objectives, programs and policies for our named executive officers (“Named Executive Officers”) who, during 2020, were:
Name
Title
Bradley M. Weston
Chief Executive Officer and Director
Todd E. Vogensen
Chief Financial Officer
James M. Harrison
Vice Chair
Sean C. Thompson
Chief Commercial Officer
Denise M. Kulikowsky
Chief Human Resources Officer
Michael A. Correale(1)
Former Interim Chief Financial Officer and Chief Accounting Officer
Michael P. Harrison(2)
Former Senior Vice President and General Manager, NACP Group
(1)
Mr. Correale ceased to serve as Interim Chief Financial Officer on February 2, 2020 and subsequently resigned from the Company on September 3, 2020. Mr. Correale continues to provide service to the Company as a consultant.
(2)
Mr. Michael Harrison resigned from the Company on March 31, 2021, after the end of fiscal year 2020.
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Executive Summary
Fiscal Year 2020 and COVID-19 Response
The impact from the COVID-19 pandemic and the resulting global economic environment caused unprecedented challenges for Party City in 2020. Shelter-in-place orders, lockdowns, and social distancing protocols severely impacted our operations for much of the year including three months when we operated in a closed store environment or with limited stores opened. The health and safety of our employees and customers remain a top priority. From the onset of the pandemic, we were laser focused on designing and implementing CDC-compliant COVID-19 protocols and practices and convened an enterprise-wide COVID-19 task force to continually evolve our approach as the guidelines shifted and evolved. Early on during the pandemic, we were also focused on supporting our employees from a mental, emotional and physical wellness perspective, and launched PCHI Cares, a series of communications with resources and information for employees and their families to maintain their own wellness. Additionally, we established the PCHI Employee Assistance Fund specifically to provide financial assistance to full-time active or furloughed PCHI employees and their qualifying family members experiencing temporary financial hardship as a result of COVID-19. A committee of company leaders and external partners was convened to deliberate on applications and to make grants that primarily cover basic living expenses for which there are no or limited government relief options available or easily accessible. The fund, still active today, has distributed over $315,000 to over 160 employees.
In response to the global pandemic, on April 8, 2020, we announced several precautionary measures to preserve our financial position:
a temporary base salary reduction of 50% for Bradley M. Weston, Chief Executive Officer, 30% for Todd E. Vogensen, Chief Financial Officer and 15% to 20% for the remainder of the executive leadership team while all of our stores were closed;
the decision by the Board of Directors to forgo their respective quarterly cash retainers for the second quarter of 2020;
the furlough of approximately 90% of our store employees and 70% of our wholesale, manufacturing and corporate employees, during which we continued to provide health benefits;
the reduction of non-payroll expenses including advertising, occupancy and other store operating expenses, as well as professional and consulting fees;
cancellation of orders and negotiated receipt delays to manage inventory levels; and
significant reduction in 2020 capital expenditure budget.
Despite the challenging financial and operational conditions, there were a number of financial highlights during 2020:
revenues of $1,850.7 million, net loss of $528.5 million and adjusting for items that are not indicative of our core operating performance including COVID-19 impacts, adjusted EBITDA for the full year was $95.5 million1;
digitally enabled sales in North America increased by 35.4% when including Buy Online Pick-Up In Store, curbside pickup and delivery;
debt was reduced by $430 million as we successfully completed our debt exchange offering in July 2020;
the sale of a substantial portion of our Amscan International business, which closed on January 30, 2021, reflecting a continued rationalization of the business to narrow our focus on our core North American vertical model; and
higher operating cash flow generated in 2020 versus the prior-year period.
Operationally, we also made important progress on our five strategic priorities of 1) developing a more relevant in-store experience, 2) winning in balloons, 3) addressing value perception in key categories, 4) improving the customer selling engagement and selling culture, and 5) building on our omni channel platform. These strategies underpin our work to stabilize our retail business and are having a demonstrable impact on our business, and we will continue to build on this progress going forward.
Overall, despite the challenging business environment, we drove one-year total shareholder returns of 163% in 2020. Since Mr. Weston’s appointment as CEO, our share price has appreciated from $0.40, on April 1, 2020 to $6.15 on December 31, 2020.
Executive Compensation Actions
In addition to the precautionary financial measures described above, the Compensation Committee delayed establishing financial goals for the 2020 Annual Incentive Plan (AIP) until July 2020. As a result, AIP metrics were established based solely on the second half of fiscal year 2020, limiting the payout at target to 50% of the annual target opportunity and capping the maximum payout at 100% of the annual target opportunity. See the Fiscal Year 2020 Compensation - Annual Incentive Plan section for more details.
1
See APPENDIX A for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.
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Executive Summary
The Committee also elected to delay making Long-term Incentive (LTI) awards to the NEOs given the economic uncertainty caused by the pandemic and the difficulty in establishing multi-year goals. In July 2020, the Committee worked with its executive compensation consultants to design a new program focused solely on incentivizing our NEOs and other key employees to
deliver value to our shareholders. As a result, one-time performance-based restricted stock unit (PSU) awards were made to our NEOs and a select group of leaders based 100% on absolute stock price performance. See Fiscal Year 2020 CompensationLong-Term Incentive Program section for more details.
Leadership Transitions
We underwent several leadership changes during and shortly after fiscal year 2020.
Chief Executive Officer: In April 2020, we announced that Mr. Weston had been appointed President and Chief Executive Officer, Party City Holdings Inc., succeeding Mr. James Harrison. Prior to April 1, 2020, Mr. Weston served as President and Chief Executive Officer of Party City Retail Group. In order to ensure a smooth transition, Mr. James Harrison was appointed to a newly created role of Vice Chair of the Company with a focus on corporate development opportunities, while also serving as a partner to Mr. Weston and Mr. Vogensen to provide counsel and assistance.
Chief Financial Officer: In February 2020, Mr. Vogensen joined the Company as Chief Financial Officer, succeeding Mr. Correale, who had been serving as Chief Accounting Officer and Interim Chief Financial Officer since March 2019.
Chief Commercial Officer: In September 2020, we appointed Mr. Thompson to an expanded and newly created role of Chief Commercial Officer with oversight for our retail business and Product Development. In March 2021, we announced that Mr. Michael Harrison resigned from the Company. With his departure, we eliminated the role of Senior Vice President and General Manager, North America Consumer Products Group, transferring a significant portion of his responsibilities to Mr. Thompson and other senior leaders at the Company.
The Board believes that the Company’s current management team, comprised of proven leaders who bring years of experience to their roles and who are collectively engaged in our transformation journey, is well positioned to execute our strategic plan and create shareholder value.
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Executive Compensation Program Overview
Compensation Philosophy
Our executive compensation program has been designed to:
attract, retain and motivate executives who will contribute to our future success;
be competitive with the pay practices of other companies of comparable size, scope and industry; and
create a strong linkage between pay and performance through the use of variable performance-based compensation.
The Compensation Committee believes that it has designed and implemented an executive compensation program that appropriately balanced our short-term and long-term objectives in fiscal 2020 with 100% of the variable compensation components tied to our financial and stock price performance, with the exception of certain sign-on bonuses and RSU awards.
Compensation Governance Policies
The Company’s executive compensation program is overseen by the Compensation Committee with the advice and support of the Compensation Committee’s independent compensation consultant as well as the Company’s management team. The
following are key characteristics of the Company’s executive compensation program, which we believe promote good governance and best serve the interests of our shareholders:
 
What We Do
 
What We Don’t Do
Commit to oversight, evaluation and continuous improvement of our executive pay design and administration by an independent Compensation Committee consisting entirely of independent directors.
Pay dividends or dividend equivalents on unearned performance shares.
Engage an independent compensation consultant to advise on appropriate pay practices for our executives and independent directors.
Re-price stock options without stockholder approval.
Use a peer group to measure executive compensation levels and targets against other companies with similar industry relevance, business fit, valuation, and profitability.
Allow hedging of Company stock.
Employ a robust goal-setting process to align goals with Company strategy.
Provide excessive perks to executive officers.
Target executive compensation mix to favor performance-based compensation tied to business and share price performance.
Provide for excise tax gross-ups to executives.
Maintain a “double trigger” requirement for vesting of outstanding equity awards upon a change of control.
Employ pay practices which incentivize excessive risk taking.
Maintain a clawback policy which applies to any cash- or equity-based bonus, award, or other incentive compensation received by current or former officers.
 
 
Maintain share ownership requirements for our Board of Directors, and will be introducing share ownership requirements for senior executives in 2021.
 
 
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Executive Compensation Program Overview
2020 Compensation Program Elements
The Company’s executive compensation program consists of base salary, annual incentive opportunity, long-term incentive compensation, and benefits. A breakdown of base salary, annual bonus, and long-term incentives is illustrated below:
Element
Fixed/Variable
Metrics
What the Pay Element Rewards
Base Salary
Fixed
Fixed amount based on responsibilities,
experience and market data
Scope of responsibilities and the impact on
the Company’s overall performance and
operating results.
Annual Incentive Plan
Variable
100% Total Company Adjusted
EBITDA for 2nd Half of 2020
Achievement of key profitability metric
Long-term Incentive Plan
Variable
PSUs: 100% Volume Weighted Average
Fair Market Value (VWAP) Stock Price
Appreciation Stock Options: Stock Price
Appreciation, Retention
RSUs: Retention
Shareholder value creation, retention
Under the Company’s compensation program, a significant portion of the compensation awarded to the CEO and other Named Executive Officers is generally subject to the achievement of pre-established short-term financial performance goals and is tied to the Company’s stock price. Named Executive Officer
compensation that is variable and tied to Company performance incentivizes superior business and financial performance and, by linking compensation with stock performance, aligns the interests of executives with those of our shareholders.
Target Pay Mix
The following charts depict the relationship between the primary elements of the Company’s target annual direct compensation mix for fiscal year 2020 for each Named Executive Officer who was employed by the Company at the end of fiscal year 2020. For Mr. Weston, 83% of his target total compensation for fiscal year 2020 was performance-based.
For the other Named Executive Officers, an average of 61% of target total compensation was performance-based. The chart illustrates target total compensation for fiscal year 2020 as described in the “Annual Base Salary”, “Annual Incentive Plan” and “Long-Term Incentive Plan” sections below.

(1)
The charts above represent total annual target compensation for Named Executive Officers who were employed as of the end of fiscal year 2020 and exclude one-time payments (e.g., new hire sign-on bonuses and RSUs).
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Executive Compensation Program Overview
Fiscal Year 2020 Compensation
Base Salary
We pay our Named Executive Officers an annual base salary to provide them with a fixed, base level of compensation. During fiscal year 2020, the Compensation Committee approved certain salary increases in connection with the leadership transitions and role changes discussed above. Mr. Weston received a base salary increase upon his appointment as Chief Executive Officer, succeeding Mr. James Harrison, who transitioned to the role of Vice Chair. The Committee adjusted Mr. James Harrison’s base salary at the same time to take into account his new role. Mr. Thompson received a base salary increase in accordance with his expanded role of Chief Commercial Officer and his amended
and restated employment agreement. Ms. Kulikowsky received a salary increase due to the increased complexity in leading the Company’s management transitions and organizational transformation and in expanding the Company’s Human Resources function. Mr. Correale’s salary was reduced when he ceased to serve as the Interim Chief Financial Officer and fully transitioned those responsibilities to Mr. Vogensen. Mr. Michael Harrison received a base salary increase to reflect additional responsibilities upon Mr. James Harrison’s transition from the CEO role; however, Mr. Michael Harrison subsequently resigned from the Company effective March 31, 2021.
Executive Officer
2020 Annual
Base Salary(1)
2019 Annual
Base Salary
% Change
Salary Effective Date
Bradley M. Weston
$1,050,000
$900,000
16.7%
April 1, 2020
Todd E. Vogensen
$625,000
n/a
n/a
February 3, 2020
James M. Harrison
$750,000
$1,821,518
-58.8%
April 1, 2020
Sean C. Thompson
$625,000
$580,000
7.8%
September 6, 2020
Denise M. Kulikowsky
$425,000
$400,000
6.3%
April 5, 2020
Michael A. Correale(2)
$216,507
$433,014
-50.0%
April 26, 2020
Michael P. Harrison(2)
$450,000
$408,000
10.3%
April 5, 2020
(1)
2020 Annual Base Salary represents the Named Executive Officer’s annual base salary following the respective contractual or discretionary increases in annual salary described above.
(2)
Mr. Correale resigned from the Company on September 3, 2020, and Mr. Michael Harrison resigned from the Company on March 31, 2021, after the end of fiscal year 2020.
Annual Incentive Plan
Our Named Executive Officers are eligible to earn annual cash incentive awards under the 2020 Annual Incentive Plan (“AIP”), which is designed to incentivize annual financial performance. The Compensation Committee sets the target annual cash bonus for each executive as a percentage of the executive’s annual base salary. Award opportunities are established at threshold, target and maximum levels. The maximum level for each performance criterion under the AIP is typically capped at 200% of target and the overall potential amount that may be earned by a Named Executive Officer is typically capped at 200% of his or her target bonus amount. The final amount of the cash-incentive award is determined based on the level of achievement of the performance criteria and the Named Executive Officer’s eligible base salary for the performance period. For 2020, each Named Executive Officer’s base salary, without giving effect to the reductions made in response to the COVID-19 pandemic, was used to determine
his or her respective eligible base earnings for purposes of the AIP. For 2020, as described below, there was only one performance criterion used under the AIP.
2020 Goals and Target Setting
Due to the financial and operational challenges we faced due to the COVID-19 pandemic that began in the U.S. in March 2020, including the temporary closing of all of our stores for several months, performance criteria under the AIP were not established until mid-year and were established solely for the second half of 2020. The Company set goals in July 2020 for the second half of 2020 in order to establish challenging performance targets and incentivize strong performance during the last six months of the fiscal year. For the second half of 2020, participants were eligible to earn bonuses based on a consolidated adjusted EBITDA goal. Consolidated adjusted EBITDA is defined in Item 6 of our fiscal 2020 Annual Report on Form 10-K, before any accrued annual cash incentives.
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Executive Compensation Program Overview
Because bonuses only related to performance for the second half of 2020, only 50% of a participant’s original annual target bonus could be earned (up to a maximum of 100% of his or her target bonus amount). The following table shows the second half performance criteria under the AIP and our actual results:
 
2020 2nd Half AIP (July 1, 2020 – December 31, 2020)
Performance Metric and Payout
Threshold
Target
Max
Actual
Adjusted EBITDA ($ millions)
$60
$86.4
$121
$126.3
Payout (as a % of target annual bonus opportunity)
25%
50%
100%
100%
2020 Results and Payouts
The following table illustrates the target AIP and actual amounts earned for our Named Executive Officers (other than Mr. Correale, who was not eligible for an annual bonus because he was not employed at the time they were paid):
 
 
 
 
Actual 2020 AIP Earned
Executive Officer
2020 Salary
(for basis of
award calculation)
Full Year
Target AIP %
2020 2nd Half AIP
Target (i.e., 50% of
Full Year)
As a % of 2020
Salary
Final Payout $
Bradley M. Weston
$1,012,867
100%
50%
100%
$1,012,867
Todd E. Vogensen
552,885
70%
35%
70%
387,019
James M. Harrison(1)
461,948
60%
30%
60%
277,169
Sean C. Thompson
592,115
70%
35%
70%
414,481
Denise M. Kulikowsky
425,000
50%
25%
50%
212,500
Michael P. Harrison
450,000
60%
30%
60%
270,000
(1)
As part of his transition agreement, Mr. James Harrison was eligible for a pro-rated annual cash bonus for the portion of the year he served as Chief Executive Officer, subject to the Compensation Committee’s approval.
No cash-incentive awards were granted under the AIP with respect to the first half of 2020.
Long-term Incentive Program
The Compensation Committee provides for annual grants of long-term, stock-based incentives as an important component of our overall compensation program. We believe that these long-term incentives help retain key employees, align their financial interests with the interests of our stockholders, and reward the achievement of our long-term strategic goals. Our long-term incentive program is intended to emphasize our pay-for-performance philosophy, while incorporating an additional time-based component that provides added retentive value. In designing our long-term incentive program, we generally seek to provide long-term incentive value to our Named Executive Officers that positions target total pay opportunities within a competitive range of the median of our peer group.
2020 Performance Restricted Stock Units (“PSUs”)
As a result of the financial and operational challenges we faced during 2020 due to the COVID-19 pandemic, the Compensation Committee delayed the grant of awards under our long-term incentive program and decided to modify our 2020 long-term incentive program for our senior executives to better reflect the then prevailing economic conditions. Historically, our annual long-term incentive grants had included a mix of 80% performance-based restricted stock (assuming target performance) and 20% time-based restricted stock. However, given the desire to focus our executive officers on taking actions that would serve the long-term interests of the Company and our stockholders by driving stock price appreciation, the Compensation Committee decided that the annual 2020 long-term incentive awards for our Named Executive Officers would be awarded 100% in the form of PSUs based on the achievement of the volume weighted average fair market value per share of Company common stock (“VWAP”) over a period of not less than ninety (90) consecutive calendar days during the three year performance period beginning on the date of grant.
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Executive Compensation Program Overview
The design of the 2020 PSU awards emphasized shareholder value creation while also incorporating a meaningful retentive component to ensure the continuity of our senior executive team during our turnaround. The performance component of the PSUs was contingent upon the Company achieving a VWAP at the following levels:
Performance Conditions
Tranche
% of Total Grant
Target Price
(90-Day VWAP)*
Percentage
Increase from Stock
price on Grant Date
1
25%
$2.50
198%
2
25%
$5.00
397%
3
25%
$7.50
595%
4
25%
$10.00
794%
*
Volume weighted average fair market value per share of Company common stock
Under the 2020 PSU awards, once a stock price hurdle is achieved, the respective PSU tranche would be earned and then vest ratably based on continued employment and be settled every six months over the following two years (i.e., four vesting dates). No PSUs will vest prior to one year from the grant date. The following timeline illustrates the structure of the PSUs:

Any PSUs not earned after three years from the grant date will be forfeited for no consideration.
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Executive Compensation Program Overview
2020 Target LTI Awards
For fiscal year 2020, the Compensation Committee approved a fixed dollar target amount for each long-term incentive award. Award levels for each Named Executive Officer were set at market competitive levels considering each Named Executive Officer’s respective role and responsibilities as well as overall performance. The table below shows information regarding the target values
and PSUs awarded to each Named Executive Officer (other than Mr. James Harrison) who received PSU awards in fiscal 2020. Mr. James Harrison was not eligible to receive a PSU award because he had transitioned to the role of Vice Chair at the time the awards were granted. He received a stock option award, as described below.
Executive
Target
Award Value
($)
Number of
PSUs Granted
Actual Grant Date
Value of PSUs
Granted ($)(1)
Bradley M. Weston
$4,300,000
2,866,667
$3,612,000
Todd E. Vogensen
1,000,000
666,667
840,000
Sean C. Thompson(2)
1,000,000
630,000
860,800
Denise M. Kulikowsky
375,000
250,000
315,000
Michael P. Harrison
420,000
280,000
352,800
Michael A. Correale(3)
N/A
N/A
N/A
(1)
The number of PSUs for each NEO was determined and approved by the Compensation Committee on July 18, 2020 using a $1.50 share price. The actual share price on the date of grant was $1.26.
(2)
Mr. Thompson received 580,000 PSUs on July 18, 2020 when the share price was $1.26. Upon his appointment as Chief Commercial Officer and Executive Officer of the Company on October 15, 2020, he received an additional 50,000 PSUs.
(3)
Mr. Correale was not eligible for a long-term incentive award in 2020 due to his anticipated retirement from the Company.
In addition to the annual grants made to Named Executive Officers under the Company’s long-term incentive plan, on July 18, 2020, Sean Thompson received an award of 35,587 RSUs and 53,381 PSUs in satisfaction of commitments to award him a sign-on equity grant in connection with the commencement of his employment as Chief Merchandising Officer in November 2019. The RSUs vest in two (2) equal installments upon each of the first and second anniversaries of Mr. Thompson’s commencement of employment with the Company on November 4, 2019.
Stock Options
On April 1, 2020, the Compensation Committee approved a one-time award of 200,000 stock options for Mr. James Harrison in accordance with his transition agreement to the role of Vice Chair with an exercise price of $3.00. On the date the stock options
were granted, the closing price of our stock was $0.40. These stock options vested as to 50% of the underlying shares on December 31, 2020, with the remainder vesting on December 31, 2021, subject to Mr. James Harrison’s continued employment with the Company through each applicable vesting date.
PSUs with Completed Performance Periods (applied to Messrs. James Harrison and Michael Harrison)
After the end of fiscal year 2020, the Compensation Committee certified that the results for the PSU awards made on January 1, 2018 for the three-year performance period beginning 2018 through 2020 were below the threshold level of performance required to earn a payout under these awards. The metrics used for these PSU awards were Cumulative Earnings per Share (EPS) and Cumulative Free Cash Flow (FCF). The following table displays the metrics and results for the awards:
 
 
Performance Requirements
 
 
Performance Metric
Weight
Threshold
Target
Maximum
Final Result(1)
% of Target
Achieved
3-year Cumulative EPS
50%
$5.93
$6.15
$6.39
$1.58
0%
3-year Cumulative FCF (in $000’s)
50%
$1,110
$1,154
$1,199
$566
0%
Weighted average payout as a % of Target
 
 
 
 
0%
(1)
Actual payout is 0% if performance is below threshold, 37.5% of target for threshold performance, 100% of target for target performance, and 200% of target for maximum performance, with linear interpolation for performance levels between the amounts above.
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Executive Compensation Program Overview
Employment Agreements
As described above under “Components of Compensation – Annual Base Salary”, each of our Named Executive Officers had an employment agreement that was effective during fiscal 2020. The terms of these agreements, including any amendments thereto, are further described in “Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table” below. These agreements are intended to provide our Named Executive Officers with security regarding the terms and conditions of their employment or other services with us and are intended to secure restrictive covenants and, under certain circumstances, releases of claims that provide protection for the Company.
Severance and Change in Control Arrangements
We provide severance protection to our Named Executive Officers in their employment agreements and, in certain cases, through their stock option agreements. The severance terms that apply to our Named Executive Officers are described below under “Potential Payments upon Termination or Change in Control.” Our severance protections are designed to retain the services of our Named Executive Officers and generally resulted from prior negotiations regarding their employment arrangements. We believe the level of severance payments we provide is appropriate and within the range of competitive practice.
Additionally, as also described below under “Potential Payments Upon Termination or Change in Control”, a change of control and/or an accompanying qualifying termination may result in acceleration of certain long-term incentive awards that we have granted.
Other Benefits and Perquisites
Each Named Executive Officer was eligible to participate in our broad-based employee benefit plans for U.S.-based employees in 2020, such as medical, dental, group life, disability and accidental death and dismemberment insurance. Under our tax-qualified defined contribution plans, our Named Executive Officers and generally all full-time domestic exempt and non-exempt employees who meet certain length-of-service and age requirements, as defined in such plans, were eligible to contribute a portion of their compensation to the plan on a pre-tax basis in 2020 and receive an employer matching contribution ranging from approximately 11% to 100% of the employee contributions, not to exceed a range of 5% to 6% of the employee’s annual salary. In addition, the tax-qualified defined contribution plan sponsored by Amscan provides for annual discretionary contributions to be credited to participants’ accounts. Each Named Executive Officer other than Mr. Thompson participates in this plan. Our Named Executive Officers were eligible to participate in the benefit plans on the same basis as our other employees in 2020. The annual
value of the contributions to our tax-qualified defined contribution plans for each Named Executive Officer is reflected in the All Other Compensation and Summary Compensation tables below. Each Named Executive Officer also has the option to enroll in a supplemental disability plan. In 2020 all NEOs with the exception of Messrs. Vogensen and Thompson were enrolled. These benefits are made available to a select group of employees earning above a specified salary threshold. The premium amounts are paid by the Company for these benefits and are included in the All Other Compensation and Summary Compensation tables below.
All of our NEOs are also eligible for an annual auto allowance. The annual values of the auto allowance are reported as taxable income to the executive and are reflected in the All Other Compensation and Summary Compensation tables below. The Compensation Committee believes that the cost of providing these automobile-related benefits is reasonable relative to its value to our Named Executive Officers. Messrs. Weston, Vogensen and Thompson were also eligible for reimbursement of relocation expenses. The total amount of relocation-related reimbursements and tax assistance provided to each NEO is included in the All Other Compensation column of the Summary Compensation table below.
Compensation Decision Making Process
Compensation Committee and Compensation Consultants
The Compensation Committee is responsible for setting and administering our executive compensation policies and programs and determining the compensation of our executive officers, including our Named Executive Officers. The Compensation Committee also administers the 2012 Stock Incentive Plan. All decisions regarding compensation of our executive officers during fiscal 2020 were made solely by the Compensation Committee, in certain cases, after consultation with our Chief Executive Officer (other than with respect to his own compensation).
The Compensation Committee meets at least quarterly, and at least annually evaluates the performance of our Named Executive Officers, to approve their annual base salaries, subject to the contractual commitments we have made with our Named Executive Officers (as described below), and to determine their annual cash incentive awards for the prior year’s performance and stock-based incentive compensation to be effective for the current year. In addition to its regularly scheduled meetings, the Compensation Committee may meet at interim dates during the year to review the compensation of a Named Executive Officer or other officer in the event of unforeseen organizational or responsibility changes, including new hires, which occur during the year.
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In determining compensation components and levels for our Named Executive Officers, the Compensation Committee considers the scope and responsibility of the officer’s position, our overall financial and operating performance, and the officer’s overall performance and future potential. The Compensation Committee members apply their considerable experiences in serving as directors of other companies to devise compensation packages that they believe will attract, retain and provide incentives to the executive talent necessary to manage the Company. When we last held a say-on-pay stockholder vote in 2019, our stockholders expressed broad support for our program, and our Compensation Committee has continued to take that as support for the philosophy underlying our executive compensation practices, which continues to guide its decision making.
Additionally, the Compensation Committee is responsible for reviewing and assessing potential risk arising from the Company’s compensation policies and practices. The Compensation Committee is responsible for overseeing that there were not risks arising from the Company’s compensation policies and practices for the Company’s employees that are reasonably likely to have a material adverse effect on the Company.
The Compensation Committee has the sole authority to retain, at the Company’s expense, outside executive compensation consultants to assist it in the evaluation of executive officer
compensation. This authority encompasses the ability to terminate any such consultant and the authority to approve such consultant’s fees and other retention terms.
Since December 2016, the Compensation Committee has engaged Semler Brossy as its independent compensation consultant. Semler Brossy has assisted the Compensation Committee in identifying an appropriate compensation peer group, conducting pay benchmarking, and reviewing our short-and long-term incentive programs and recommending design changes for our executive compensation program. After consideration of the independence assessment factors set forth under the listing rules of the NYSE, the Compensation Committee determined that Semler Brossy is independent and that the engagement does not raise any conflicts of interest.
Peer Group
The Compensation Committee identified the companies below as members of its peer group based on comparability. Specifically, the screening process looks at industry relevance, business fit favoring vertical integration, and scale, valuation, and profitability comparability through financial measures such as revenue, and enterprise value. There were no changes to the compensation peer group for 2020 decision-making purposes.
Company
Primary Industry
Revenue(1)
Market Capitalization(1)
Enterprise Value(1)(2)
Williams-Sonoma, Inc.
Specialty Retail
$6,783
$7,800
$8,570
Big Lots, Inc.
Multiline Retail
$6,199
$1,593
$2,940
The Michaels Companies, Inc.
Specialty Retail
$5,271
$1,921
$5,224
Mattel, Inc.
Leisure Products
$4,584
$6,073
$9,211
Tempur Sealy International, Inc.
Household Durables
$3,677
$5,572
$7,217
Sally Beauty Holdings, Inc.
Specialty Retail
$3,514
$1,466
$3,296
Urban Outfitters, Inc.
Specialty Retail
$3,450
$2,503
$3,203
Carter's, Inc.
Textiles, Apparel and Luxury Goods
$3,024
$4,106
$5,004
Tailored Brands (3)
Specialty Retail
$2,443
$2,161
Deckers Outdoor Corporation
Textiles, Apparel and Luxury Goods
$2,133
$8,054
$7,713
Vista Outdoor Inc.
Leisure Products
$1,756
$1,384
$1,769
Sleep Number Corporation
Specialty Retail
$1,857
$2,272
$2,647
Wolverine World Wide, Inc.
Textiles, Apparel and Luxury Goods
$1,791
$2,565
$3,280
Genesco Inc.
Specialty Retail
$1,787
$451
$1,127
GNC Holdings (4)
Specialty Retail
$1,786
$450
Fossil Group, Inc.
Textiles, Apparel and Luxury Goods
$1,613
$446
$687
The Children's Place, Inc.
Specialty Retail
$1,523
$731
$1,327
Steven Madden, Ltd.
Textiles, Apparel and Luxury Goods
$1,202
$2,938
$2,837
Party City Holdings Inc.
Specialty Retail
$1,851
$680
$3,071
(1)
Revenue figures are sourced from Capital IQ as of the latest fiscal year and market capitalization and enterprise value are as of December 31, 2020.
(2)
Enterprise value is defined as Market capitalization + Net Debt + Minority Interest.
(3)
Financials for Tailored Brands are as of May 2, 2020 due to the Company's bankruptcy and restructuring in November 2020.
(4)
Financials for GNC Holdings are as of June 30, 2020 due to the Company's bankruptcy and restructuring in June 2020.
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Executive Compensation Program Overview
Recoupment Policy (“Clawback”)
We adopted a recoupment (“clawback”) policy which provides that, in the event that we are required to prepare an accounting restatement, we may recover from current and former officers any cash- or equity-based bonus, award or other incentive compensation erroneously paid or awarded (as well as reducing or cancelling such bonuses, awards or other compensation and compelling payment for any gains or other accessions to wealth realized in respect of equity or equity-based awards) in excess of what would have been paid under the accounting restatement. This policy covers the three-year period preceding the date on which we are required to prepare the accounting restatement.
Derivatives Trading, Hedging and Pledging Policies
We maintain an insider trading policy that applies to all of our employees worldwide, including our Named Executive Officers, and members the Board, as well as their designees. The policy prohibits such employees and directors from (i) engaging (directly or indirectly) in hedging transactions or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s securities or (ii) holding Company securities in a margin account or pledging Company securities as collateral for a loan. An exception may be granted where an employee wishes to pledge Company securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.
Tax Considerations
Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) limits the deductibility of compensation paid to certain current and former executive officers to $1.0 million per year. The Compensation Committee retains flexibility to approve compensation arrangements that promote the objectives of our compensation program, but which may not qualify for full or partial tax deductibility. In designing our compensation and benefits programs, the Compensation Committee may consider the accounting implications of its decisions, including the accounting treatment of amounts awarded or paid to our executives.
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Summary Compensation Table
The following table sets forth information concerning the compensation paid to or earned by our Named Executive Officers for fiscal years 2020, 2019 and 2018 (or such shorter period as the individual was a Named Executive Officer of the Company):
Name and Principal
Position
Year
Salary(1)
Bonus(2)
Stock
Awards(3)
Option
Awards(4)
Non-Equity
Incentive Plan
Compensation(5)
All Other
Compensation(6)
Total
Bradley M. Weston
President and Chief Executive Officer
2020
$952,290
$0
$2,988,500
$0
$1,012,867
$210,805
$5,164,463
2019
$450,000
$0
$0
$624,000
$0
$89,184
$1,163,184
Todd E. Vogensen
Chief Financial Officer
2020
$531,250
$420,000
$695,000
$0
$387,019
$410,638
$2,443,907
James M. Harrison
Vice Chair
2020
$1,027,278
$0
$0
$113,786
$277,169
$23,010
$1,441,243
2019
$1,812,518
$0
$548,224
$0
$0
$21,867
$2,391,609
2018
$1,785,802
$0
$730,447
$0
$0
$28,329
$2,544,578
Sean C. Thompson
Chief Commercial Officer
2020
$578,731
$0
$705,139
$0
$414,481
$147,821
$1,846,172
2019
$89,231
$300,000
$0
$0
$0
$33,893
$423,124
Denise M. Kulikowsky
Chief Human Resources Officer
2020
$407,981
$0
$260,625
$0
$212,500
$20,069
$901,175
Michael A. Correale*
Former Chief Accounting Officer and Interim Chief Financial Officer
2020
$260,641
$0
$0
$0
$0
$91,432
$352,073
2019
$433,014
$25,000
$35,493
$0
$0
$37,207
$530,714
2018
$430,402
$0
$48,232
$0
$0
$43,507
$522,141
Michael P. Harrison*
Former Senior Vice President, General Manager, NACP Group
2020
$427,450
$0
$291,900
$0
$270,000
$18,512
$1,007,862
2019
$405,692
$100,000
$53,505
$0
$0
$16,194
$575,391
2018
$393,942
$0
$53,636
$0
$0
$10,073
$457,651
*
Ms. Kulikowsky was not a Named Executive Officer prior to 2020 and therefore only information for 2020 is shown for her in the table above. Mr. Correale ceased to serve in the capacity as Interim Chief Financial Officer on February 2, 2020. He continued to serve as Chief Accounting Officer through July 2, 2020 and subsequently terminated employment on September 3, 2020. Mr. Correale continues to serve as a consultant to the Company. Mr. Michael Harrison resigned from the company on March 31st, 2021.
(1)
Salary amounts reflect the actual base salary payments made in fiscal years 2020, 2019 and 2018, as applicable to the Named Executive Officer.
(2)
Messrs. Vogensen and Thompson each received cash sign-on bonuses in 2020 and 2019, respectively, pursuant to the terms of their employment agreements. Bonuses paid to Messrs. Correale and Michael Harrison in 2019 are described in the similar section of our 2019 proxy statement.
(3)
Reflects the aggregate grant date fair value of all PSU and RSU awards granted in the applicable fiscal year, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 for stock-based compensation, disregarding the effect of estimated forfeitures. These amounts do not represent the actual value that will be received by each individual from the awards. The assumptions used in determining the fair values of PSUs and RSUs granted in 2020 are disclosed in Notes 2 and 16 to our audited consolidated financial statements that appear in our Annual Report on Form 10-K for the year ended December 31, 2020. The assumptions used in determining the fair values of restricted stock awards granted in 2019 are disclosed in Note 16 to our audited consolidated financial statements that appear in our Annual Report on Form 10-K for the year ended December 31, 2019. The assumptions used in determining the fair values of restricted stock awards granted in 2018 are disclosed in Note 12 to our audited consolidated financial statements that appear in our Annual Report on Form 10-K for the year ended December 31, 2018. The grant date fair value of PSUs was determined based on the probable outcome of the performance conditions associated with these awards at the date of grant. For PSUs granted in fiscal year 2020, the grant date fair value of these awards, assuming the maximum level of performance is achieved, is as follows: Mr. Weston: $3,612,000, Mr. Vogensen: $840,000, Mr. Thompson: $928,060, Ms. Kulikowsky: $315,000 and Mr. Michael Harrison: $352,800. Neither Mr. James Harrison nor Mr. Correale received RSUs or PSUs in 2020. The grant date fair value of PSUs granted in fiscal year 2019 and 2018, assuming the maximum level of performance achieved is: Mr. James Harrison: 2019: $4,934,029; and 2018: $6,574,057; Mr. Correale: 2019: $177,457; and 2018: $434,084; and Mr. Michael Harrison: 2019: $481,548; 2018: $482,664.
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(4)
Reflects the aggregate grant date fair value of stock options granted in the applicable fiscal year. The weighted-average assumptions used in calculating the grant date fair value for Mr. James Harrison’s option award granted in fiscal year 2020 are shown in the table below. The applicable weighted-average assumptions for fiscal years 2019 and 2018 are described in Note 12 to our audited consolidated financial statements that appear in our Annual Reports on Form 10-K for the years ended December 31, 2019 and December 31, 2018, respectively.
 
Value
Expected Term (years)
1.14
Expected Volatility
135.74%
Risk-free Interest Rate
0.2%
Dividend Yield
0%
(5)
Amounts represent annual bonuses paid under our annual cash incentive plan for such years. No annual cash bonuses were earned in 2019 and 2018.
(6)
“All Other Compensation” includes the following amounts for the years shown:
Name and Principal Position
Year
Transportation
Benefit
Company
Contribution
to Qualified
Defined
Contribution
Plans
Life
Insurance
Premiums
Other(a)
Bradley M. Weston
President and Chief Executive Officer
2020
$7,800
$2,573
$480
$199,953
2019
$3,210
$0
$0
$85,974
Todd E. Vogensen
Chief Financial Officer 
2020
$7,165
$6,314
$360
$396,798
James M. Harrison
Vice Chair
2020
$6,750
$13,528
$480
$2,252
2019
$8,200
$11,655
$0
$2,012
2018
$13,500
$12,817
$0
$2,012
Sean C. Thompson
Chief Commercial Officer
2020
$8,100
$8,250
$440
$131,031
2019
$1,246
$0
$0
$32,647
Denise M. Kulikowsky
Chief Human Resources Officer
2020
$7,200
$10,212
$480
$2,178
Michael A. Correale
Former Chief Accounting Officer and Interim Chief Financial Officer
2020
$19,938
$9,536
$360
$61,597
2019
$28,800
$6,517
$0
$1,890
2018
$28,800
$12,817
$0
$1,890
Michael P. Harrison
Former Senior Vice President, General Manager, NACP Group
2020
$7,200
$9,459
$480
$1,374
2019
$6,757
$8,303
$0
$1,134
2018
$0
$8,939
$0
$1,134
a)
Fiscal year 2020 amounts shown include:
Long-term disability insurance premiums for Mr. Weston ($2,478), Mr. Vogensen ($180), Mr. James Harrison ($2,252), Mr. Thompson ($220), Ms. Kulikowsky ($2,178), Mr. Correale ($1,597) and Mr. Michael Harrison ($1,374).
Payment of relocation expenses, pursuant to the Company’s relocation policy and each applicable employment agreement.
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-
For Mr. Weston, reimbursement of $106,930 in moving expenses, plus $90,545 reimbursed for the payment of associated income taxes.
-
For Mr. Vogensen, reimbursement of $204,851 in moving expenses, plus $191,765 reimbursed for the payment of associated income taxes.
-
For Mr. Thompson, reimbursement of $67,619 in moving expenses, plus $54,188 reimbursed for the payment of associated income taxes.
A reimbursement of COBRA premiums in the gross amount of $9,004 for Mr. Thompson, which he incurred prior to becoming eligible for our healthcare benefits.
For Mr. Correale, $60,000 paid for consulting services rendered during 2020 following his termination of employment with the Company.
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Grants of Plan-Based Awards
The table below provides information on cash and equity-based performance awards granted to each of the Company’s Named Executive Officers during the fiscal year 2020.
Name and Principal
Position
Award
Type (1)
Grant
Date
Non-Equity
Incentive Plan Awards (2)
Estimated Future Payouts
Under Equity
Incentive Plan Awards (3)
All Other
Stock
Awards:
Number of
Shares or
Units (#) (4)
All Option
Awards:
Number of
Securities
Underlying
Options
(#) (5)
Exercise
Price
of Option
Awards
($/Share)
Grant Date Fair
Value of Stock
and Option
Awards ($) (6)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Bradley M. Weston
Cash
6/28/2020
238,073
476,145
952,290
 
 
 
 
 
 
 
President and Chief Executive Officer
PSU
7/18/2020
 
 
 
0
2,866,667
2,866,667
 
 
 
3,612,000
Todd E. Vogensen
Cash
6/28/2020
92,969
185,937
371,875
 
 
 
 
 
 
 
Chief Financial Officer
PSU
7/18/2020
 
 
 
0
666,667
666,667
 
 
 
840,000
James M. Harrison
Cash
4/1/2020
0
277,169
554,339
 
 
 
 
 
 
 
Vice Chair
Option
 
 
 
 
 
 
 
 
200,000
3.00
113,786
Sean C. Thompson
Cash
6/28/2020
101,278
202,556
405,111
 
 
 
 
 
 
 
Chief Commercial Officer
RSU
7/18/2020