Pay vs Performance Disclosure, Table

For Fiscal 2024, Fiscal 2023, 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.


	SCT total in		CAP in year		SCT total in		CAP in year		Average SCT		Average CAP
	year holding		holding PEO		year holding		holding PEO		total for non-		to non-PEO
Year	PEO Office		Office		PEO Office		Office		PEO named		named
	(Worden)		(Worden)		(Sifford)		(Sifford)		executive		executive
	(1)		(1)		(1)		(1)		officers		officers
									(2) (5)		(2) (5)


(a)	(b)		(c)		(b)		(c)		(d)		(e)
2024	$	5,004,173	$	4,976,885		N/A		N/A	$	1,217,321	$	1,211,250
2023	$	3,450,895	$	2,076,755		N/A		N/A	$	932,794	$	505,613
2022	$	4,007,544	$	3,633,987		N/A		N/A	$	1,377,243	$	1,200,218
2021	$	2,181,767	$	3,084,893	$	1,850,691	$	2,549,441	$	1,224,336	$	1,563,415
2020		N/A		N/A	$	1,558,095	$	1,701,732	$	1,034,246	$	1,258,067


							Net		Diluted
	Value of initial fixed $100						Income		Net
Year	investment based on:						(In		Income
							Millions)		per
	Our		Old Peer		New Peer				Share
	TSR		group		group				(4)
			TSR (3)		TSR (3)

(a)	(f)		(g)		(g)		(h)		(i)
2024	$	161	$	224	$	191	$	73.8	$	2.68
2023	$	154	$	167	$	167	$	73.3	$	2.68
2022	$	158	$	123	$	163	$	110.1	$	3.96
2021	$	187	$	145	$	185	$	154.9	$	5.42
2020	$	132	$	138	$	205	$	16.0	$	0.56

The charts that follow set forth the calculation of CAP for our PEO and non-PEO Executives for Fiscal 2024. In the years presented, we did not issue any stock options 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. In Fiscal 2021, the year of transition, the table above reflects the total compensation set forth in the SCT and the CAP for the full fiscal year for both Executives.

The following chart reconciles the total compensation set forth in the SCT to the CAP in Fiscal 2024 for Mr. Worden.


		Mr. Worden
	2024
SCT - Total	$	5,004,173
Less: Grant Date Fair Value of Current Year Awards		(2,733,161)
Add: Fair Value of Unvested Current Year Awards		2,525,375
Add: Fair Value at Current Year End of Unvested Prior Year Awards		2,501,697
Less: Fair Value at Prior Year End of Unvested Prior Year Awards		(2,429,586)
Add: Value at Vest of Prior Year Awards Vesting in Current Year		383,328
Less: Fair Value at Prior Year End of Awards Vesting in Current Year		(274,941)
CAP	$	4,976,885

         (2)
 
         The following chart reconciles the total compensation set forth in the SCT to the CAP for Fiscal 2024 for each Executive other than Mr. Worden.  We have separately identified the persons holding the position of Chief Financial Officer (Mr. Edwards), Chief Merchandising Officer (Mr. Scibetta), Chief Operating Officer (Mr. Chilton) and Executive Vice Chairman of the Board (Mr. Sifford) as of our Fiscal 2024 year end.


Fiscal 2024	Edwards		Scibetta		Chilton			Sifford	Average
SCT - Total	$	990,709	$	1,886,107	$	1,654,519	$	337,948	$	1,217,321
Less: Grant Date Fair Value of Current Year Awards		(387,655)		(754,580)		(653,587)		(150,012)		(486,459)
Add: Fair Value of Unvested Current Year Awards		358,193		697,201		603,898		-		414,823
Add: Fair Value at Current Year End of Unvested Prior Year Awards		218,104		745,530		603,736		-		391,843
Less: Fair Value at Prior Year End of Unvested Prior Year Awards		(211,817)		(724,040)		(586,333)		-		(380,548)
Add: Value at Vest of Current Year Awards Vesting in Current Year		-		-		-		131,566		32,892
Add: Value at Vest of Prior Year Awards Vesting in Current Year		28,909		151,433		76,211		45,874		75,607
Less: Fair Value at Prior Year End of Awards Vesting in Current Year		(20,735)		(108,615)		(54,662)		(32,903)		(54,229)
CAP	$	975,708	$	1,893,036	$	1,643,782	$	332,473	$	1,211,250

(3)

For Fiscal 2024, we selected the S&P Retail Select Industry Index (SPSIRE) as our new peer group. Prior to Fiscal 2024, we used the Nasdaq Retail Trade Stocks Index as our peer group. We made this peer group change as the new industry index peer group is not as heavily weighted toward companies that have substantially more market capitalization than we have.

(4)

Diluted Net Income per Share, which was the performance measure utilized for our PSUs granted in Fiscal 2024, was selected as our most important financial measure. PSUs comprise the largest portion of Mr. Worden’s Fiscal 2024 target compensation (Base salary 20%, EICP 26%, PSUs 32%, and RSUs 22%) and averaged approximately 24% of the total target compensation for Messrs. Edwards, Scibetta, and Chilton in Fiscal 2024.

(5)

The non-PEO named executive officers for Fiscal 2023 were Messrs. Edwards, Scibetta, Chilton and Sifford, as well as W. Kerry Jackson and Erik D. Gast. The non-PEO named executive officers for Fiscal 2022 were Messrs. Edwards, Scibetta, Chilton and Jackson. The non-PEO named executive officers for Fiscal 2021 were Messrs. Edwards, Scibetta, Chilton, Jackson and Baker. The non-PEO named executive officers for Fiscal 2020 were Messrs. Worden, Scibetta, Jackson and Baker.

Company Selected Measure Name

Diluted Net Income per Share

Named Executive Officers, Footnote

Peer Group Issuers, Footnote

(3)

Adjustment To PEO Compensation, Footnote

The following chart reconciles the total compensation set forth in the SCT to the CAP in Fiscal 2024 for Mr. Worden.


		Mr. Worden
	2024
SCT - Total	$	5,004,173
Less: Grant Date Fair Value of Current Year Awards		(2,733,161)
Add: Fair Value of Unvested Current Year Awards		2,525,375
Add: Fair Value at Current Year End of Unvested Prior Year Awards		2,501,697
Less: Fair Value at Prior Year End of Unvested Prior Year Awards		(2,429,586)
Add: Value at Vest of Prior Year Awards Vesting in Current Year		383,328
Less: Fair Value at Prior Year End of Awards Vesting in Current Year		(274,941)
CAP	$	4,976,885

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,217,321

$ 932,794

$ 1,377,243

$ 1,224,336

$ 1,034,246

$ 1,211,250

505,613

1,200,218

1,563,415

1,258,067

Adjustment to Non-PEO NEO Compensation Footnote

         (2)
 
         The following chart reconciles the total compensation set forth in the SCT to the CAP for Fiscal 2024 for each Executive other than Mr. Worden.  We have separately identified the persons holding the position of Chief Financial Officer (Mr. Edwards), Chief Merchandising Officer (Mr. Scibetta), Chief Operating Officer (Mr. Chilton) and Executive Vice Chairman of the Board (Mr. Sifford) as of our Fiscal 2024 year end.


Fiscal 2024	Edwards		Scibetta		Chilton			Sifford	Average
SCT - Total	$	990,709	$	1,886,107	$	1,654,519	$	337,948	$	1,217,321
Less: Grant Date Fair Value of Current Year Awards		(387,655)		(754,580)		(653,587)		(150,012)		(486,459)
Add: Fair Value of Unvested Current Year Awards		358,193		697,201		603,898		-		414,823
Add: Fair Value at Current Year End of Unvested Prior Year Awards		218,104		745,530		603,736		-		391,843
Less: Fair Value at Prior Year End of Unvested Prior Year Awards		(211,817)		(724,040)		(586,333)		-		(380,548)
Add: Value at Vest of Current Year Awards Vesting in Current Year		-		-		-		131,566		32,892
Add: Value at Vest of Prior Year Awards Vesting in Current Year		28,909		151,433		76,211		45,874		75,607
Less: Fair Value at Prior Year End of Awards Vesting in Current Year		(20,735)		(108,615)		(54,662)		(32,903)		(54,229)
CAP	$	975,708	$	1,893,036	$	1,643,782	$	332,473	$	1,211,250

Compensation Actually Paid vs. Total Shareholder Return

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, Fiscal 2022, Fiscal 2023 and Fiscal 2024.

Over the five years presented in the Pay Versus Performance Compensation Table, an initial $100 investment at the beginning of this period would be worth $161 at the end of the period, a 61% return. Over this same period, the CAP to our PEO increased 192% and the average CAP to our non-PEO Executives decreased 4%. Factors impacting CAP over this five-year period include the approach taken on compensation in Fiscal 2020, as impacted by the COVID-19 pandemic, stock price volatility and the number of equity awards outstanding.

•

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 these previous two years, the change in CAP to our PEO would have been less than 192% in Fiscal 2024 compared to Fiscal 2020.

•

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); during Fiscal 2022 our stock price decreased 17% ($33.04 to $27.56); during Fiscal 2023 our stock price decreased 5% ($27.56 to $26.28); and during Fiscal 2024 our stock price increased 3% ($26.28 to $27.06). Based on the increased level of equity-based awards held by our Executives in Fiscal 2024 compared to Fiscal 2020, this volatility had a significant impact on CAP in these years.

In Fiscal 2024 compared to Fiscal 2023, the total CAP to all Executives identified in the SCT increased 92%, as impacted by a 140% increase in the CAP to Mr. Worden and a 60% increase in the total CAP to the other Executives. Our TSR increased $7, or 13%, in Fiscal 2024 (a $61 total return by the end of Fiscal 2024 compared to a $54 total return at the end of Fiscal 2023).

In Fiscal 2023 compared to Fiscal 2022, the total CAP to all Executives identified in the SCT decreased 39%, as impacted by a 43% decrease in the CAP to Mr. Worden and a 37% decrease in the total CAP to the other Executives. Our TSR decreased $4, or 7%, in Fiscal 2023 (a $54 total return by the end of Fiscal 2023 compared to a $58 total return at the end of Fiscal 2022).

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.

Compensation Actually Paid vs. Company Selected Measure

Comparison of CAP to Net Income and Diluted Net Income Per Share ("EPS")

Compared to Fiscal 2020, our Net Income and EPS in Fiscal Years 2021, 2022, 2023 and 2024 have increased substantially given that Fiscal 2020 was significantly impacted by the COVID-19 pandemic and the temporary closure of our physical stores in that year.

In Fiscal 2024 compared to Fiscal 2023, Net Income was up slightly, and EPS was flat. The total CAP to all Executives increased 92%. Our long-term term strategies have resulted in significant growth. Over these five years and, thus, since Fiscal 2019, our EPS increased 84%, Gross Profit margin expanded 550 basis points, and Net Sales grew 16%.

In Fiscal 2023 compared to Fiscal 2022, Net Income and EPS decreased 33% and 32%, respectively, and the total CAP to all Executives decreased 39%.

In Fiscal 2022 compared to Fiscal 2021, Net Income and EPS decreased 29% and 27%, respectively, and the total CAP to all Executives decreased 37%. Due, in part, to the amount of government stimulus injected into the economy, our financial results set all-time records in Fiscal 2021 and Fiscal 2022 was only surpassed by the record results in Fiscal 2021.

Net Income and Diluted Net Income per Share had substantial increases of over 850% in Fiscal 2021 compared to Fiscal 2020, while the total CAP to all Executives increased 100% over the same period.

Total Shareholder Return Vs Peer Group

Comparison of Company TSR to Peer Group TSR (S&P Retail Select Industry Index (SPSIRE), our "new peer group" and Nasdaq Retail Trade Stocks Index, our "old peer group")

Over this five-year period, the value of an initial $100 fixed investment in our stock would be worth $161 at the end of the period, compared to $191 for the new peer group and $224 for the old peer group.

Our TSR includes a 13% increase in Fiscal 2024 compared to Fiscal 2023 ($61 of return at the end of Fiscal 2024 compared to $54 at the end of Fiscal 2023). Our new peer group TSR increased 36% (a $91 return at the end of Fiscal 2024 compared to a $67 return at the end of Fiscal 2023) and our old peer group increased 85% (a $124 return at the end of Fiscal 2024 compared to a $67 return at the end of Fiscal 2023).

In Fiscal 2023 compared to Fiscal 2022, our TSR decreased 7% ($54 of return at the end of Fiscal 2023 compared to $58 at the end of Fiscal 2022), while our new peer group TSR increased 6% (a $67 return at the end of Fiscal 2023 compared to a $63 return at the end of Fiscal 2022) and our old peer group TSR increased 191% (a $67 return at the end of Fiscal 2023 compared to a $23 return at the end of Fiscal 2022).

In Fiscal 2022 compared to Fiscal 2021, our TSR decreased 33% ($58 of return at the end of Fiscal 2022 compared to $87 at the end of Fiscal 2021), while our new peer group TSR decreased 26% (a $63 return at the end of Fiscal 2022 compared to a $85 return at the end of Fiscal 2021) and our old peer group decreased 49% (a $23 return at the end of Fiscal 2022 compared to a $45 return at the end of Fiscal 2021).

In Fiscal 2021 compared to Fiscal 2020, our TSR increased 172% compared to a 19% decrease for the new peer group and an 18% increase for the old 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 these broader indexes.

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

Tabular List, Table

Tabular Presentation of Our Most Important Performance Measures

The four items listed below represent the most important performance metrics we used to determine CAP for Fiscal 2024, as further described in our Compensation Discussion and Analysis within the sections titled “Compensation Program Components, Why Each Component is Chosen, How Each Component Relates to Our Compensation Philosophy and Objectives and Fiscal 2024 Outcomes ― Annual Cash Incentives under the EICP” and “―Long-Term Equity-Based Incentives under the 2017 Equity Plan.”

       Most Important 
Performance Measures

       ●    Diluted Net Income per Share

      

       ●    Operating Income

      

       ●    Net Sales 

      

       ●    Comparable store sales

      

Total Shareholder Return Amount

$ 161

154

158

187

132

Peer Group Total Shareholder Return Amount

224

167

123

145

138

Net Income (Loss)

$ 73,800,000

$ 73,300,000

$ 110,100,000

$ 154,900,000

$ 16,000,000

Company Selected Measure Amount

2.68

3.96

5.42

0.56

New Peer Group Total Shareholder Return Amount

191

167

163

185

205

Measure:: 1

Non-GAAP Measure Description

Diluted Net Income per Share

Measure:: 2

Operating Income

Measure:: 3

Net Sales

Measure:: 4

Comparable store sales

Worden [Member]

PEO Total Compensation Amount

$ 5,004,173

$ 3,450,895

$ 4,007,544

$ 2,181,767

PEO Actually Paid Compensation Amount

$ 4,976,885

$ 2,076,755

$ 3,633,987

3,084,893

PEO Name

Mr. Worden

Worden [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Worden [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

$ (2,733,161)

Worden [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

2,525,375

Worden [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

2,501,697

Worden [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

383,328

Worden [Member] | Fair Value at Prior Year End of Unvested Prior Year Awards [Member]

(274,941)

(2,429,586)

Sifford [Member]

PEO Total Compensation Amount

1,850,691

$ 1,558,095

PEO Actually Paid Compensation Amount

$ 2,549,441

$ 1,701,732

Non-PEO NEO Average Compensation Actually Paid Amount

337,948

$ 332,473

PEO Name

Mr. Sifford

Mr. Scibetta [Member]

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,886,107

1,893,036

Mr. Chilton [Member]

Non-PEO NEO Average Compensation Actually Paid Amount

1,654,519

1,643,782

Mr. Edwards [Member]

Non-PEO NEO Average Compensation Actually Paid Amount

990,709

975,708

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(486,459)

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

414,823

Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

391,843

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

32,892

Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

75,607

Non-PEO NEO | Fair Value at Prior Year End of Unvested Prior Year Awards [Member]

(54,229)

Non-PEO NEO | Sifford [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

(380,548)

Non-PEO NEO | Sifford [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

(150,012)

Non-PEO NEO | Sifford [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

131,566

Non-PEO NEO | Sifford [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

45,874

Non-PEO NEO | Mr. Scibetta [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

(32,903)

Non-PEO NEO | Mr. Scibetta [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(754,580)

Non-PEO NEO | Mr. Scibetta [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

697,201

Non-PEO NEO | Mr. Scibetta [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

745,530

Non-PEO NEO | Mr. Scibetta [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

151,433

Non-PEO NEO | Mr. Scibetta [Member] | Fair Value at Prior Year End of Unvested Prior Year Awards [Member]

(108,615)

Non-PEO NEO | Mr. Chilton [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

(724,040)

Non-PEO NEO | Mr. Chilton [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(653,587)

Non-PEO NEO | Mr. Chilton [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

603,898

Non-PEO NEO | Mr. Chilton [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

603,736

Non-PEO NEO | Mr. Chilton [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

76,211

Non-PEO NEO | Mr. Chilton [Member] | Fair Value at Prior Year End of Unvested Prior Year Awards [Member]

(54,662)

Non-PEO NEO | Mr. Edwards [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

(586,333)

Non-PEO NEO | Mr. Edwards [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(387,655)

Non-PEO NEO | Mr. Edwards [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

358,193

Non-PEO NEO | Mr. Edwards [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

218,104

Non-PEO NEO | Mr. Edwards [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

28,909

Non-PEO NEO | Mr. Edwards [Member] | Fair Value at Prior Year End of Unvested Prior Year Awards [Member]

(20,735)