XML 14 R2.htm IDEA: XBRL DOCUMENT v3.25.3
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Aug. 02, 2025
Aug. 03, 2024
Jul. 29, 2023
Jul. 30, 2022
Jul. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
The table below shows compensation actually paid, as defined by the SEC in Item 402(v) of Regulation S-K (“Item 402(v)”), for our executives, and our financial performance for the fiscal years ended August 2, 2025, August 3, 2024, July 29, 2023, July 30, 2022, and July 31, 2021. For purposes of this discussion, our CEO is also referred to as our principal executive officer or “PEO” and our other named executive officers are referred to as our “Non-PEO NEOs”:
Summary Compensation Table (“SCT”) Totals For:Compensation Actually Paid (“CAP”) To:Value of Initial Fixed $100 Investment Based On:
Year
PEO 1
($) (1,2)
PEO 2
($) (1,2)
PEO 3
($) (1,2)

PEO 1
($) (1,3)

PEO 2
($) (1,3)
 
PEO 3
($) (1,3)
Average SCT Total for Non-PEO NEOs ($) (1,2)
Average CAP to Non-PEO NEOs
($) (1,3)
Total Shareholder Return ($) (4)
Peer Group Total Shareholder Return ($) (5)
Net Loss (in thousands) ($) (6)
Adjusted EBITDA (in thousands) ($) (7)
2025
N/A
N/A
10,129,032 
N/A
N/A
11,249,951 3,508,770 4,846,565 20.27 179.30 (28,739)49,139 
2024
N/A
N/A
1,464,928 
N/A
N/A
(3,215,275)2,945,147 2,266,228 18.47 167.61 (128,840)29,281 
2023476,112 652,000 9,838,545 336,828 (2,670,068)14,172,325 3,148,095 1,407,739 22.17 149.43 (171,973)16,814 
2022N/A3,134,920 N/AN/A(26,070,368)N/A5,631,793 (370,343)26.95 138.47 (207,121)(19,455)
2021637,980 8,818,130 N/A16,056,68434,319,020  N/A 6,115,644 6,408,758 243.43 203.53 (8,876)64,945 
       
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote NEOs included in these tables reflect the following individuals:
Year
PEONon-PEO NEOs
2025
PEO 3Matt Baer
David Aufderhaar, Casey O’Connor, Anthony Bacos
2024
PEO 3Matt Baer
David Aufderhaar, Casey O’Connor, Anthony Bacos
2023PEO 1Katrina LakeDan Jedda, Scott Darling, Sachin Dhawan, David Aufderhaar, Casey O'Connor
PEO 2Elizabeth Spaulding
PEO 3Matt Baer
2022PEO 2Elizabeth SpauldingDan Jedda, Scott Darling, Sachin Dhawan
2021
PEO 1Katrina Lake
Dan Jedda, Scott Darling, Michael Smith
PEO 2Elizabeth Spaulding
       
Peer Group Issuers, Footnote Peer Group TSR represents the cumulative total return on a fixed investment of $100 in the Standard and Poor’s Retail Select Industry Index for the period beginning on the last trading day of fiscal year ended August 1, 2020 through the end of each applicable fiscal year, assuming reinvestment of dividends.        
Adjustment To PEO Compensation, Footnote CAP has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v)). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP for fiscal year 2025, the following amounts were deducted from and added to the total compensation number shown in the SCT:

Fiscal Year 2025
(For PEO 3)
Fiscal Year 2025
(Average For Non-PEO NEOs)
Summary Compensation Table Total
10,129,0323,508,770
Less: Amounts Reported in SCT for Stock and Option Awards Based on Grant Date Fair Value
(7,821,663)(2,460,316)
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year
8,128,7543,286,644
Plus/Less: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years
134,10961,370
Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year
356,377218,575
Plus/ Less: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year
323,343231,521
Compensation Actually Paid
11,249,9514,846,565
(4)The reconciliation calculations for the other covered fiscal years may be found in the Company’s proxy statement for the 2024 annual meeting of stockholders.
For purposes of the above adjustments, the fair values of equity awards on the applicable date were determined in accordance with ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant date fair value for accounting purposes. The assumptions used in calculating such amounts are set forth in the notes to our audited consolidated financial statements included in our 2025 Annual Report on Form 10-K.

The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this proxy statement.

Fiscal Year 2025
Restricted Stock Units
Stock Price
$3.59 - $6.64
Stock Options
Expected Term (years)
1.1 – 5.4
Strike Price
$2.48 - $5.02
Volatility
78.6% - 86.2%
Dividend Yield
0.0% - 0.0%
Risk-Free Interest Rate
3.4% - 4.1%
       
Non-PEO NEO Average Total Compensation Amount $ 3,508,770 $ 2,945,147 $ 3,148,095 $ 5,631,793 $ 6,115,644
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,846,565 2,266,228 1,407,739 (370,343) 6,408,758
Compensation Actually Paid vs. Total Shareholder Return
The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against our TSR, as well as the relationship between our TSR and the TSR of our peer group:
CAPvsTSR.jpg
       
Compensation Actually Paid vs. Net Income
The following chart illustrates the CAP for our PEOs and the average CAP for our Non-PEO NEOs against our net income (loss):
CAPvsNetLoss.jpg
       
Compensation Actually Paid vs. Company Selected Measure
The following chart illustrates the CAP for our PEOs and the average CAP for our Non-PEO NEOs against our Adjusted EBITDA. Refer to Appendix A to this proxy statement for a reconciliation of net loss, the most comparable GAAP financial measure, to Adjusted EBITDA for each of the fiscal years presented.
CAPvsAdjEBITDA.jpg
       
Total Shareholder Return Vs Peer Group
The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against our TSR, as well as the relationship between our TSR and the TSR of our peer group:
CAPvsTSR.jpg
       
Tabular List, Table
The following is an unranked list of the financial performance measures we consider most important in linking company performance and compensation actually paid to our named executive officers for the most recently completed fiscal year:
TSR
Net Income (Loss)
Adjusted EBITDA
Net Revenue
       
Total Shareholder Return Amount $ 20.27 18.47 22.17 26.95 243.43
Peer Group Total Shareholder Return Amount 179.30 167.61 149.43 138.47 203.53
Net Income (Loss) $ (28,739,000) $ (128,840,000) $ (171,973,000) $ (207,121,000) $ (8,876,000)
Company Selected Measure Amount 49,139,000 29,281,000 16,814,000 (19,455,000) 64,945,000
Additional 402(v) Disclosure Amounts reflect total compensation as reported in our SCT for our NEOs for each applicable fiscal year.Total Shareholder Return (“TSR”) represents the cumulative total return to stockholders on a fixed investment of $100 in our Class A common stock for the period beginning on the last trading day of fiscal year ended August 1, 2020 through the end of each applicable fiscal year, assuming reinvestment of dividends. The Company has not paid dividends historically. The dollar amounts reported represent the net loss reflected in the Company’s audited consolidated financial statements for each applicable year.        
Measure:: 1          
Pay vs Performance Disclosure          
Name TSR        
Measure:: 2          
Pay vs Performance Disclosure          
Name Net Income (Loss)        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-GAAP Measure Description The dollar amounts reported represent our Adjusted EBITDA reflected in the Company’s audited consolidated financial statements for each applicable fiscal year. We define Adjusted EBITDA as net loss from continuing operations, excluding interest income, other income (expense), net, provision (benefit) for income taxes, depreciation and amortization, stock-based compensation expense, restructuring and other one-time costs, and non-ordinary course legal fees related to our continuing operations. Refer to Appendix A to this proxy statement for a reconciliation of net loss, the most comparable GAAP financial measure, to Adjusted EBITDA for each of the fiscal years presented.        
Measure:: 4          
Pay vs Performance Disclosure          
Name Net Revenue        
Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (2,460,316)        
Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,286,644        
Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 61,370        
Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 218,575        
Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 231,521        
Matt Baer [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 10,129,032 $ 1,464,928 $ 9,838,545    
PEO Actually Paid Compensation Amount $ 11,249,951 $ (3,215,275) $ 14,172,325    
PEO Name Matt Baer Matt Baer Matt Baer    
Matt Baer [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (7,821,663)        
Matt Baer [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 8,128,754        
Matt Baer [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 134,109        
Matt Baer [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 356,377        
Matt Baer [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 323,343        
Katrina Lake [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     $ 476,112   $ 637,980
PEO Actually Paid Compensation Amount     $ 336,828   $ 16,056,684
PEO Name     Katrina Lake   Katrina Lake
Elizabeth Spaulding [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     $ 652,000 $ 3,134,920 $ 8,818,130
PEO Actually Paid Compensation Amount     $ (2,670,068) $ (26,070,368) $ 34,319,020
PEO Name     Elizabeth Spaulding Elizabeth Spaulding Elizabeth Spaulding