For Fiscal 2022, Fiscal 2021, and Fiscal 2020, the following table sets forth a comparison of amounts disclosed in the Summary Compensation Table (“SCT”) for our Executives to the total compensation actually paid (“CAP”) to our Executives, calculated in accordance with the SEC’s guidelines, and a comparison of the Company’s total shareholder return (“TSR”) to a peer group TSR and certain other financial performance metrics.


Year	SCT total in year holding PEO Office (Worden) (1)		CAP in year holding PEO Office (Worden) (1)		SCT total in year holding PEO Office (Sifford) (1)		CAP in year holding PEO Office (Sifford) (1)		Average SCT total for non-PEO named executive officers (2)		Average CAP to non-PEO named executive officers (2)		Value of initial fixed $100 investment based on:				Net Income (In Millions)		Diluted Net Income per Share (4)
	SCT total in year holding PEO Office (Worden) (1)		CAP in year holding PEO Office (Worden) (1)		SCT total in year holding PEO Office (Sifford) (1)		CAP in year holding PEO Office (Sifford) (1)		Average SCT total for non-PEO named executive officers (2)		Average CAP to non-PEO named executive officers (2)		Our TSR		Peer group TSR (3)		Net Income (In Millions)		Diluted Net Income per Share (4)
(a)	(b)		(c)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
2022	$	4,007,544	$	3,633,987	$	N/A		N/A	$	1,377,243	$	1,200,218	$	158	$	123	$	110.1	$	3.96
2021	$	2,181,767	$	3,084,893	$	1,850,691	$	2,549,441	$	1,224,336	$	1,563,415	$	187	$	145	$	154.9	$	5.42
2020		N/A		N/A	$	1,558,095	$	1,701,732	$	1,034,246	$	1,258,067	$	132	$	138	$	16.0	$	0.56

The charts that follow set forth the calculation of CAP for each PEO and non-PEO Executive in each year presented in the above table. As noted in the “Compensation Discussion and Analysis” section of this proxy statement beginning on page 19, in the years presented, we did not issue any stock options, no equity awards granted to such Executives vested in their year of grant, all performance-based equity awards were earned at greater than the target level of performance, and no Executives received any pension benefits.

(1)

On March 18, 2021, the Board unanimously elected Mr. Worden as our next President and Chief Executive Officer and our principal executive officer (“PEO”), effective September 30, 2021. Mr. Worden succeeded Mr. Sifford, who stepped down as our Chief Executive Officer effective September 30, 2021 and continues to serve in the role of Vice Chairman of the Board.

The following chart reconciles the total compensation set forth in the SCT to the CAP for each Executive for the year in which he served as our PEO. In Fiscal 2021, the year of transition, the table above and information that follows reflect the total compensation set forth in the SCT and the CAP for the full fiscal year for both Executives.


	Mr. Worden				Mr. Sifford
	2022		2021		2021		2020
SCT - Total	$	4,007,544	$	2,181,767	$	1,850,691	$	1,558,095
Less: Grant Date Fair Value of Current Year Awards		(1,950,900)		(639,683)		(426,436)		(241,463)
Add: Fair Value of Unvested Current Year Awards		1,842,634		883,886		589,235		822,795
Add: Fair Value of Unvested Prior Year Awards		909,315		925,649		1,157,061		636,480
Less: Prior Year Fair Value of Unvested Prior Year Awards		(1,090,122)		(658,236)		(822,795)		(485,724)
Add: Value at Vest of Prior Year Awards Vesting in Current Year		634,929		1,313,971		838,165		820,560
Less: Prior Year Fair Value of Awards Vesting in Current Year		(719,413)		(922,461)		(636,480)		(1,409,011)
CAP	$	3,633,987	$	3,084,893	$	2,549,441	$	1,701,732



(2)	The following charts reconcile total compensation set forth in the SCT to the CAP for each Executive other than an Executive who served as our PEO in each of the last three fiscal years and the average CAP for each of the last three years for such Executives.
Fiscal 2022		Mr. Jackson		Mr. Scibetta		Mr. Chilton		Mr. Edwards		Average
SCT-Total		$	1,832,171	$	1,744,517	$	1,383,640	$	548,643	$	1,377,243
Less: Grant Date Fair Value of Current Year Awards			(631,020)		(606,360)		(473,250)		(179,310)		(472,485)
Add: Fair Value of Unvested Current Year Awards			596,013		572,724		446,996		169,356		446,272
Add: Fair Value of Unvested Prior Year Awards			694,236		694,402		452,232		171,258		503,032
Less: Prior Year Fair Value of Unvested Prior Year Awards			(832,278)		(832,476)		(542,153)		(205,311)		(603,055)
Add: Value at Vest of Prior Year Awards Vesting in Current Year			487,643		487,643		283,027		137,504		348,954
Less: Prior Year Fair Value of Awards Vesting in Current Year			(552,462)		(552,528)		(320,686)		(173,295)		(399,743)
CAP		$	1,594,303	$	1,507,922	$	1,229,806	$	468,845	$	1,200,218


Fiscal 2021	Mr. Jackson		Mr. Scibetta		Mr. Chilton		Mr. Edwards		Mr. Baker		Average
SCT-Total	$	1,711,217	$	1,650,551	$	1,254,260	$	451,168	$	1,054,486	$	1,224,336
Less: Grant Date Fair Value of Current Year Awards		(499,922)		(499,922)		(389,977)		(93,817)		-		(296,728)
Add: Fair Value of Unvested Current Year Awards		690,767		690,767		538,849		127,369		-		409,550
Add: Fair Value of Unvested Prior Year Awards		693,972		694,236		323,990		251,236		-		392,687
Less: Prior Year Fair Value of Unvested Prior Year Awards		(493,489)		(493,677)		(230,392)		(178,656)		-		(279,243)
Add: Value at Vest of Prior Year Awards Vesting in Current Year		539,346		472,392		193,375		66,100		1,107,374		475,717
Less: Prior Year Fair Value of Awards Vesting in Current Year		(409,565)		(358,722)		(146,844)		(46,990)		(852,399)		(362,904)
CAP	$	2,232,326	$	2,155,625	$	1,543,261	$	576,410	$	1,309,461	$	1,563,415


Fiscal 2020	Mr. Jackson		Mr. Scibetta		Mr. Worden		Mr. Baker		Average
SCT-Total	$	1,034,330	$	947,028	$	1,172,429	$	983,195	$	1,034,246
Less: Grant Date Fair Value of Current Year Awards		(144,822)		(144,878)		(193,170)		(144,878)		(156,937)
Add: Fair Value of Unvested Current Year Awards		493,489		493,677		658,236		493,677		534,770
Add: Fair Value of Unvested Prior Year Awards		409,565		358,722		922,461		358,722		512,368
Less: Prior Year Fair Value of Unvested Prior Year Awards		(312,556)		(273,755)		(703,968)		(273,755)		(391,009)
Add: Value at Vest of Prior Year Awards Vesting in Current Year		526,036		438,369		130,768		438,369		383,386
Less: Prior Year Fair Value of Awards Vesting in Current Year		(903,349)		(752,952)		(225,775)		(752,952)		(658,757)
CAP	$	1,102,693	$	1,066,211	$	1,760,981	$	1,102,378	$	1,258,067

(3)

The selected peer group is the Nasdaq US Benchmark Retail TR I- Ticker: NQUSB4040T. This benchmark index has historically been the peer group used in our TSR performance graph included in our annual report to shareholders, including the annual report to shareholders for the fiscal year ended January 28, 2023.

(4)

Diluted Net Income per Share, which was the performance measure utilized for our PSUs granted in Fiscal 2022, was selected as our most important financial measure. PSUs comprise the largest portion of Mr. Worden’s Fiscal 2022 target salary (Base salary 22%, EICP 28%, PSUs 30%, and RSUs 20%) and was approximately 22% of the total compensation of our other named executive officers in Fiscal 2022 at a target level of performance.

Named Executive Officers, Footnote [Text Block]

(1)

On March 18, 2021, the Board unanimously elected Mr. Worden as our next President and Chief Executive Officer and our principal executive officer (“PEO”), effective September 30, 2021. Mr. Worden succeeded Mr. Sifford, who stepped down as our Chief Executive Officer effective September 30, 2021 and continues to serve in the role of Vice Chairman of the Board.

Adjustment To PEO Compensation, Footnote [Text Block]

The following chart reconciles the total compensation set forth in the SCT to the CAP for each Executive for the year in which he served as our PEO. In Fiscal 2021, the year of transition, the table above and information that follows reflect the total compensation set forth in the SCT and the CAP for the full fiscal year for both Executives.


	Mr. Worden				Mr. Sifford
	2022		2021		2021		2020
SCT - Total	$	4,007,544	$	2,181,767	$	1,850,691	$	1,558,095
Less: Grant Date Fair Value of Current Year Awards		(1,950,900)		(639,683)		(426,436)		(241,463)
Add: Fair Value of Unvested Current Year Awards		1,842,634		883,886		589,235		822,795
Add: Fair Value of Unvested Prior Year Awards		909,315		925,649		1,157,061		636,480
Less: Prior Year Fair Value of Unvested Prior Year Awards		(1,090,122)		(658,236)		(822,795)		(485,724)
Add: Value at Vest of Prior Year Awards Vesting in Current Year		634,929		1,313,971		838,165		820,560
Less: Prior Year Fair Value of Awards Vesting in Current Year		(719,413)		(922,461)		(636,480)		(1,409,011)
CAP	$	3,633,987	$	3,084,893	$	2,549,441	$	1,701,732

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,200,218

1,563,415

1,258,067

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Comparison of CAP to Company TSR

(1)

PEO CAP is Mr. Sifford’s CAP in Fiscal 2020 and Mr. Worden’s CAP in Fiscal 2021 and Fiscal 2022.

Over the three years presented in the Pay Versus Performance Compensation Table, an initial $100 investment at the beginning of this period would be worth $158 at the end of the period, a 58% return. Over this same period, the CAP to our PEO increased 113% and the average CAP to our non-PEO Executives has decreased 5%. The primary factors impacting CAP are the approach taken on compensation in Fiscal 2020, as impacted by the COVID-19 pandemic, the mix of Executives in each year, and stock price volatility.

•

The total compensation reported in the SCT for Mr. Sifford, our former PEO, was $1.6 million in Fiscal 2020 compared to $2.4 million in Fiscal 2019 and $2.6 million in Fiscal 2018. Mr. Sifford’s total compensation disclosed in the SCT in Fiscal 2020 was lower than this historical trend due to the impact the COVID-19 pandemic had on our business and the approach taken by the Compensation Committee on compensation in that year, especially regarding short-term cash incentives and long-term equity-based incentives. Had Mr. Sifford’s total compensation disclosed in the SCT in Fiscal 2020 been more consistent with the two previous years, the CAP to our PEO would have increased by a smaller amount over this three-year period.

•

With respect to the changing mix of Executives impacting CAP, our non-PEO Executives included Mr. Worden and Mr. Baker in Fiscal 2020 and includes Mr. Chilton and Mr. Edwards in Fiscal 2022. The CAP to Mr. Worden and Mr. Baker in Fiscal 2020 totaled $2.9 million; the CAP to Mr. Chilton and Mr. Edwards in Fiscal 2022 totaled $1.7 million.

•

During Fiscal 2020, our stock price increased 31% ($17.93 to $23.50), during Fiscal 2021, our stock price increased 41% ($23.50 to $33.04), and during Fiscal 2022 our stock price decreased 17% ($33.04 to $27.56). Based on the level of equity-based compensation held by our Executives, this volatility had a significant impact on CAP in these years.

In Fiscal 2022 compared to Fiscal 2021, the total CAP to all Executives identified in the SCT decreased 37%, as impacted by an 18% increase in the CAP to Mr. Worden, a 26% decrease in the total CAP to the other Executives, and the removal of Mr. Sifford and Mr. Baker from the SCT in Fiscal 2022. Our TSR decreased $29, or 33%, in Fiscal 2022 (a $58 total return by the end of Fiscal 2022 compared to an $87 return at the end of Fiscal 2021). The increase in Mr. Worden’s CAP in Fiscal 2022 was primarily due to his in-year promotion to PEO in Fiscal 2021 and the peer group compensation analysis performed by the Compensation Committee’s compensation consultant, Pearl Meyer, in connection with setting Fiscal 2022 Executive compensation.

In Fiscal 2021 compared to Fiscal 2020, the total CAP to all Executives increased 100% (75% for Mr. Worden, 50% for Mr. Sifford and 139% for the other Executives) compared to Fiscal 2020. Our TSR in Fiscal 2021 increased $55, or 172% (an $87 return at the end of Fiscal 2021 compared to a $32 return at the end of Fiscal 2020). In Fiscal 2021, Mr. Baker’s employment with us ended. Pursuant to agreements that were in effect and/or executed at the time of his planned departure, he was paid $925,699, which increased the CAP to non-PEO Executives in that year.

Total Shareholder Return Vs Peer Group [Text Block]

Comparison of Company TSR to Peer Group TSR (Nasdaq U.S. Benchmark Retail TR I- Ticker: NQUSB4040T)

Over this three-year period, the value of an initial $100 fixed investment in our stock would be worth $158 at the end of the period, compared to a $123 value for an investment in the peer group. The $35 of increased return includes a 33% decrease in our TSR in Fiscal 2022 compared to Fiscal 2021 ($58 of return at the end of Fiscal 2022 compared to $87 at the end of Fiscal 2021) and a peer group decrease of 49% (a $23 return at the end of Fiscal 2022 compared to a $45 return at the end of Fiscal 2021). Over this three-year period of above peer group performance, our EICP and PSUs achieved just above target performance in Fiscal 2022 and maximum performance in Fiscal 2021.

In Fiscal 2021 compared to Fiscal 2020, our TSR increased approximately 8 times the increase in TSR of our peer group. We believe our response to the pandemic where we re-opened stores quickly, maintained vendor relationships, and increased the use of customer relationship management tools allowed for us to grow market share compared to the broader index.

Our TSR lagged the peer group in Fiscal 2020. We believe this was due to the impact of COVID-19 on our business compared to our peer group, which contains essential retail businesses that were not forced to close physical stores during the pandemic and other retailers with a more established on-line presence.