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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Feb. 03, 2024

Jan. 28, 2023

Jan. 29, 2022

Jan. 30, 2021

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance Outcomes

Pursuant to Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation

S-K,

we are required to provide the following information about the relationship between “Compensation Actually Paid,” defined by the SEC and referred to below as “CAP,” and certain financial performance of the Company. For further information concerning the Company’s variable

pay-for-performance

philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis—Annual Incentive Bonus” and “Compensation Discussion and Analysis—Long-term Equity Incentive Compensation.”


																		Value of Initial Fixed $100 Invested Based On:
Fiscal Year (a)		SCT Total Compensation for CEO (1) (b)				Compensation Actually Paid to CEO (2) (c)				Average SCT Total Compensation for Other NEOs (3) (d)				Average Compensation Actually Paid to Other NEOs (4) (e)				Company TSR (5) (f)				Nasdaq US Benchmark Retail Index TSR (6) (g)				Net Income ($M) (7) (h)				Adjusted Pre Incentive Operating Income ($M) (8) (i)
2023		$	10,185,354			$	5,860,102			$	2,916,152			$	2,049,998			$	159.96			$	187.54			$	301.0			$	404.0
2022		$	7,026,551			$	10,728,894			$	1,912,785			$	2,722,276			$	172.43			$	138.03			$	261.5			$	352.5
2021		$	9,047,922			$	5,755,350			$	2,492,862			$	1,927,477			$	140.29			$	163.44			$	278.8			$	412.1
2020		$	16,786,568			$	13,521,989			$	3,388,934			$	3,164,338			$	155.21			$	141.08			$	123.4			$	171.7

1	The dollar amounts reported in column (b) are the amounts of total compensation reported in the Summary Compensation Table for Mr. Anderson, our President and CEO (the principal executive officer for each of the four fiscal years shown).

2	The dollar amounts reported in column (c) represent the amount of CAP to Mr. Anderson. In accordance with the SEC methodology for determining CAP, the following adjustments were made to Mr. Anderson’s total compensation for each fiscal year shown:


Fiscal Year		Salary				Bonus and Non- Equity Incentive Compensation				Equity Compensation				All Other Compensation				Summary Compensation Table Total				Deductions from Summary Compensation Table (a)				Adjustments to Compensation Table Total (b)				Compensation Actually Paid
2023		$	1,250,000			$	1,350,000			$	7,576,450			$	8,904			$	10,185,354			-$	7,576,450			$	3,251,198			$	5,860,102
2022		$	1,211,538			$	0			$	5,812,090			$	2,923			$	7,026,551			-$	5,812,090			$	9,514,432			$	10,728,894
2021		$	1,000,000			$	2,750,000			$	5,279,695			$	18,227			$	9,047,922			-$	5,279,695			$	1,987,123			$	5,755,350
2020		$	901,923			$	937,500			$	14,939,068			$	8,077			$	16,786,568			-$	14,939,068			$	11,674,489			$	13,521,989

(a)	Represents the grant date fair value of equity awards reported in the “Stock Awards” column of the Summary Compensation Table for the applicable fiscal year.

(b)

The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) of the following: (i) the fiscal

year-end

fair value of any equity awards granted in the applicable fiscal year that are outstanding and unvested as of the end of the fiscal year; (ii) the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the applicable fiscal year; (iii) for awards that are granted and vest in same applicable fiscal year, the fair value as of the vesting date; and (iv) for awards granted in prior fiscal years that vest in the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the applicable fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The amounts deducted or added in calculating the equity award adjustments are as follows:


Fiscal Year		Addition of Fair Value of Current Year Equity Awards at FYE				Deduction for Awards Granted in Prior Years that Fail to Meet Vesting Criteria				(Deductions) Additions for Change in Value of Prior Years’ Awards Unvested at FYE				Additions (Deductions) for Change in Value of Prior Years’ Awards That Vested in Fiscal Year				Equity Value Included in Compensation Actually Paid
2023		$	5,397,319			$	0			($	2,169,943	)		$	23,822			$	3,251,198
2022		$	5,596,508			$	0			($	151,797	)		$	4,069,721			$	9,514,432
2021		$	5,677,423			$	0			($	4,098,584	)		$	408,284			$	1,987,123
2020		$	20,715,928			($	1,223,590	)		($	6,465,071	)		($	1,352,778	)		$	11,674,489

3

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Anderson, who has served as our CEO since February 2015) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. The NEOs (excluding Mr. Anderson) included for purposes of calculating the average amounts are as follows: for fiscal 2023, Messrs. Bull, Hill, Romanko, and Specter and Ms. Chipman; for fiscal 2022, 2021, and 2020, Messrs. Bull, Specter, and Romanko, and Ms. Werthauser.

4

The dollar amounts reported in column (e) represent the average amount of CAP to the NEOs as a group (excluding Mr. Anderson). In accordance with the SEC methodology for determining CAP, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Anderson) for each fiscal year shown:


Fiscal Year		Average Salary				Average Bonus and Non-Equity Incentive Compensation				Average Equity Compensation				Average All Other Compensation				Average Summary Compensation Table Total				Deductions from Summary Compensation Table (a)				Adjustments to Compensation Table Total (b)				Average Compensation Actually Paid
2023		$	597,754			$	418,680			$	1,888,582			$	11,083			$	2,916,152			-$	1,888,582			$	1,022,481			$	2,049,998
2022		$	628,042			$	0			$	1,259,721			$	25,021			$	1,912,785			-$	1,259,721			$	2,069,213			$	2,722,276
2021		$	607,746			$	1,077,767			$	791,760			$	15,590			$	2,492,862			-$	791,760			$	226,375			$	1,927,477
2020		$	547,894			$	333,282			$	2,498,587			$	9,171			$	3,388,934			-$	2,498,587			$	2,273,991			$	3,164,338

(a)	Represents the grant date fair value of equity awards reported in the “Stock Awards” column of the Summary Compensation Table for the applicable fiscal year.

(b)	The amounts deducted or added in calculating the total average equity award adjustments, using the same methodology as described in note 2(b) above, are as follows:


Fiscal Year		Addition of Fair Value of Current Year Equity Awards at FYE				Deduction for Awards Granted in Prior Years that Fail to Meet Vesting Criteria				(Deductions) Additions for Change in Value of Prior Years’ Awards Unvested at FYE				Additions (Deductions) for Change in Value of Prior Years’ Awards That Vested in Fiscal Year				Equity Value Included in Compensation Actually Paid
2023		$	1,357,106			$	0			($	338,331	)		$	3,706			$	1,022,481
2022		$	1,278,099			$	0			($	12,384	)		$	803,497			$	2,069,213
2021		$	851,424			$	0			($	691,367	)		$	66,319			$	226,375
2020		$	3,221,508			$	0			($	660,149	)		($	287,368	)		$	2,273,991

5	As used herein, “TSR” means cumulative total shareholder return, as calculated in accordance with SEC rules.

6	The peer group we use for this purpose is the Nasdaq US Benchmark Retail Index, the same index we use for purposes of our performance graph disclosure pursuant to Item 201(e) of Regulation S-K.

7	The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year.

8

Pre-Incentive

Adjusted Operating Income is a

non-GAAP

measure we use to determine the majority of our annual incentive opportunity and is defined as the Company’s operating income as reflected in the Company’s audited financial statements, adjusted to exclude the impact of: (a) all expense (net of reimbursement) incurred as part of a public offering of the Company’s securities, whether by the Company or by selling shareholders or both; (b) expenses incurred related to acquisition transaction costs; (c) income/expense incurred due to a change in accounting principles; (d) external expenses incurred during the

start-up

period for any new business venture; (e) bonuses payable under the Incentive Bonus Plan, and (f) any other adjustments that may be approved by the compensation committee. See

Appendix

A-1

for a reconciliation of

Pre-Incentive

Adjusted Operating Income to operating income.

Company Selected Measure Name

Pre-Incentive Adjusted Operating Income

Named Executive Officers, Footnote

3

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Anderson, who has served as our CEO since February 2015) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. The NEOs (excluding Mr. Anderson) included for purposes of calculating the average amounts are as follows: for fiscal 2023, Messrs. Bull, Hill, Romanko, and Specter and Ms. Chipman; for fiscal 2022, 2021, and 2020, Messrs. Bull, Specter, and Romanko, and Ms. Werthauser.

Peer Group Issuers, Footnote

The peer group we use for this purpose is the Nasdaq US Benchmark Retail Index, the same index we use for purposes of our performance graph disclosure pursuant to Item 201(e) of Regulation

S-K.

PEO Total Compensation Amount

$ 10,185,354

$ 7,026,551

$ 9,047,922

$ 16,786,568

PEO Actually Paid Compensation Amount

$ 5,860,102

10,728,894

5,755,350

13,521,989

Adjustment To PEO Compensation, Footnote

2	The dollar amounts reported in column (c) represent the amount of CAP to Mr. Anderson. In accordance with the SEC methodology for determining CAP, the following adjustments were made to Mr. Anderson’s total compensation for each fiscal year shown:


Fiscal Year		Salary				Bonus and Non- Equity Incentive Compensation				Equity Compensation				All Other Compensation				Summary Compensation Table Total				Deductions from Summary Compensation Table (a)				Adjustments to Compensation Table Total (b)				Compensation Actually Paid
2023		$	1,250,000			$	1,350,000			$	7,576,450			$	8,904			$	10,185,354			-$	7,576,450			$	3,251,198			$	5,860,102
2022		$	1,211,538			$	0			$	5,812,090			$	2,923			$	7,026,551			-$	5,812,090			$	9,514,432			$	10,728,894
2021		$	1,000,000			$	2,750,000			$	5,279,695			$	18,227			$	9,047,922			-$	5,279,695			$	1,987,123			$	5,755,350
2020		$	901,923			$	937,500			$	14,939,068			$	8,077			$	16,786,568			-$	14,939,068			$	11,674,489			$	13,521,989

(a)	Represents the grant date fair value of equity awards reported in the “Stock Awards” column of the Summary Compensation Table for the applicable fiscal year.

(b)

The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) of the following: (i) the fiscal

year-end

fair value of any equity awards granted in the applicable fiscal year that are outstanding and unvested as of the end of the fiscal year; (ii) the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the applicable fiscal year; (iii) for awards that are granted and vest in same applicable fiscal year, the fair value as of the vesting date; and (iv) for awards granted in prior fiscal years that vest in the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the applicable fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The amounts deducted or added in calculating the equity award adjustments are as follows:


Fiscal Year		Addition of Fair Value of Current Year Equity Awards at FYE				Deduction for Awards Granted in Prior Years that Fail to Meet Vesting Criteria				(Deductions) Additions for Change in Value of Prior Years’ Awards Unvested at FYE				Additions (Deductions) for Change in Value of Prior Years’ Awards That Vested in Fiscal Year				Equity Value Included in Compensation Actually Paid
2023		$	5,397,319			$	0			($	2,169,943	)		$	23,822			$	3,251,198
2022		$	5,596,508			$	0			($	151,797	)		$	4,069,721			$	9,514,432
2021		$	5,677,423			$	0			($	4,098,584	)		$	408,284			$	1,987,123
2020		$	20,715,928			($	1,223,590	)		($	6,465,071	)		($	1,352,778	)		$	11,674,489

Non-PEO NEO Average Total Compensation Amount

$ 2,916,152

1,912,785

2,492,862

3,388,934

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,049,998

2,722,276

1,927,477

3,164,338

Adjustment to Non-PEO NEO Compensation Footnote

4

The dollar amounts reported in column (e) represent the average amount of CAP to the NEOs as a group (excluding Mr. Anderson). In accordance with the SEC methodology for determining CAP, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Anderson) for each fiscal year shown:


Fiscal Year		Average Salary				Average Bonus and Non-Equity Incentive Compensation				Average Equity Compensation				Average All Other Compensation				Average Summary Compensation Table Total				Deductions from Summary Compensation Table (a)				Adjustments to Compensation Table Total (b)				Average Compensation Actually Paid
2023		$	597,754			$	418,680			$	1,888,582			$	11,083			$	2,916,152			-$	1,888,582			$	1,022,481			$	2,049,998
2022		$	628,042			$	0			$	1,259,721			$	25,021			$	1,912,785			-$	1,259,721			$	2,069,213			$	2,722,276
2021		$	607,746			$	1,077,767			$	791,760			$	15,590			$	2,492,862			-$	791,760			$	226,375			$	1,927,477
2020		$	547,894			$	333,282			$	2,498,587			$	9,171			$	3,388,934			-$	2,498,587			$	2,273,991			$	3,164,338

(a)	Represents the grant date fair value of equity awards reported in the “Stock Awards” column of the Summary Compensation Table for the applicable fiscal year.

(b)	The amounts deducted or added in calculating the total average equity award adjustments, using the same methodology as described in note 2(b) above, are as follows:


Fiscal Year		Addition of Fair Value of Current Year Equity Awards at FYE				Deduction for Awards Granted in Prior Years that Fail to Meet Vesting Criteria				(Deductions) Additions for Change in Value of Prior Years’ Awards Unvested at FYE				Additions (Deductions) for Change in Value of Prior Years’ Awards That Vested in Fiscal Year				Equity Value Included in Compensation Actually Paid
2023		$	1,357,106			$	0			($	338,331	)		$	3,706			$	1,022,481
2022		$	1,278,099			$	0			($	12,384	)		$	803,497			$	2,069,213
2021		$	851,424			$	0			($	691,367	)		$	66,319			$	226,375
2020		$	3,221,508			$	0			($	660,149	)		($	287,368	)		$	2,273,991

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

Tabular List of Performance Measures

The most important financial performance measures used by the Company to link CAP for the most recently completed fiscal year to the Company’s performance are as follows:

•

Pre-Incentive

Adjusted Operating Income (as defined above)

•

Net Sales

•

Relative TSR (the Company’s TSR as compared to the TSR of a peer group established by the compensation committee)

Total Shareholder Return Amount

$ 159.96

172.43

140.29

155.21

Peer Group Total Shareholder Return Amount

187.54

138.03

163.44

141.08

Net Income (Loss)

$ 301,000,000

$ 261,500,000

$ 278,800,000

$ 123,400,000

Company Selected Measure Amount

404,000,000

352,500,000

412,100,000

171,700,000

Mr. Anderson

Pay vs Performance Disclosure

Pre-Incentive Adjusted Operating Income

Non-GAAP Measure Description

Pre-Incentive

Adjusted Operating Income is a

non-GAAP

measure we use to determine the majority of our annual incentive opportunity and is defined as the Company’s operating income as reflected in the Company’s audited financial statements, adjusted to exclude the impact of: (a) all expense (net of reimbursement) incurred as part of a public offering of the Company’s securities, whether by the Company or by selling shareholders or both; (b) expenses incurred related to acquisition transaction costs; (c) income/expense incurred due to a change in accounting principles; (d) external expenses incurred during the

start-up

period for any new business venture; (e) bonuses payable under the Incentive Bonus Plan, and (f) any other adjustments that may be approved by the compensation committee. See

Appendix

A-1

for a reconciliation of

Pre-Incentive

Adjusted Operating Income to operating income.

Pay vs Performance Disclosure

Net Sales

Pay vs Performance Disclosure

Relative TSR

Pay vs Performance Disclosure

$ 1,250,000

$ 1,211,538

$ 1,000,000

$ 901,923

Bonus and NonEquity Incentive Plan Compensation

1,350,000

0

2,750,000

937,500

All Other Compensation

8,904

2,923

18,227

8,077

7,576,450

5,812,090

5,279,695

14,939,068

PEO | Equity Award Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

3,251,198

9,514,432

1,987,123

11,674,489

PEO | Stock Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(7,576,450)

(5,812,090)

(5,279,695)

(14,939,068)

PEO | Fair Value of Current Year Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

5,397,319

5,596,508

5,677,423

20,715,928

PEO | Awards Granted in Prior Years that Fail to Meet Vesting Criteria [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

(1,223,590)

PEO | Change in Value of Prior Years Awards Unvested [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(2,169,943)

(151,797)

(4,098,584)

(6,465,071)

PEO | Change in Value of Prior Years Awards that Vested [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

23,822

4,069,721

408,284

(1,352,778)

Pay vs Performance Disclosure

597,754

628,042

607,746

547,894

Bonus and NonEquity Incentive Plan Compensation

418,680

0

1,077,767

333,282

All Other Compensation

11,083

25,021

15,590

9,171

1,888,582

1,259,721

791,760

2,498,587

Non-PEO NEO | Equity Award Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,022,481

2,069,213

226,375

2,273,991

Non-PEO NEO | Stock Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(1,888,582)

(1,259,721)

(791,760)

(2,498,587)

Non-PEO NEO | Fair Value of Current Year Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,357,106

1,278,099

851,424

3,221,508

Non-PEO NEO | Awards Granted in Prior Years that Fail to Meet Vesting Criteria [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

Non-PEO NEO | Change in Value of Prior Years Awards Unvested [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(338,331)

(12,384)

(691,367)

(660,149)

Non-PEO NEO | Change in Value of Prior Years Awards that Vested [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 3,706

$ 803,497

$ 66,319

$ (287,368)