Notice is hereby given that the 20202021 Annual Meeting of Stockholders of Ollie’s Bargain Outlet Holdings, Inc. (“Annual Meeting”) will be held solely online via webcast on June 22, 2020,17, 2021, at 10:00 a.m. Eastern Time, to:

We will also consider any other matters that may properly come before the meeting or any adjournments or postponements of the meeting.

Our Board of Directors has fixed the close of business on April 27, 202023, 2021 as the record date for the determination of stockholders entitled to notice of and to vote at our Annual Meeting of Stockholders and any adjournments or postponements thereof. WeDue in part to concerns regarding the ongoing COVID-19 pandemic, and to support the health and well-being of our associates, Board of Directors, stockholders, and other meeting participants, we are again making our proxy materials available to you electronically in an effort to reduceelectronically.

In recognition of the number of copies that we print.

You will be afforded the same rights and opportunities to participate as you would at an in-person meeting of stockholders. Please follow the procedures described on page 1 of the proxy statement.

Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting, of Stockholders, whether or not you plan to attend the virtual meeting.

Our stores and distribution centers have continued to operate as an essential business during the COVID-19 pandemic. Our top priorities in responding to the pandemic have been and continue to be the safety and well-being of our associates and customers. We are committed to maintaining a safe work and shopping environment. In response to COVID-19, we have taken several actions, including the following:

The Board of Directors (the “Board”) of Ollie’s Bargain Outlet Holdings, Inc. (“Ollie’s,” “we,” “us,” “our,” or the “Company”) is soliciting your proxy to be voted at the 20202021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held solely via remote communications on June 22, 2020,17, 2021, at 10:00 a.m. local time, and any postponement or adjournment thereof.

At the meeting, stockholders will be asked to vote to: (1) elect fourfive nominees named herein as Directors to hold office until the 2021 Annual Meeting;2022 annual meeting; (2) approve a non-binding proposal regarding named executive officers compensationofficer compensation; and (3) ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2021.29, 2022. The Board does not know of any matters to be brought before the meeting other than as set forth in the notice of meeting. If any other matters properly come before the meeting, the persons named in the enclosed form of proxy or their substitutes will vote in accordance with their best judgment on such matters.

Holders of common stock as of the record date, which was the close of business on April 23, 2021, are entitled to notice of, and to vote at, the Annual Meeting. As of the record date, there were 63,797,52465,529,676 shares of common stock outstanding and entitled to vote at the Annual Meeting, with each share entitled to one vote.

Under rules adopted by the Securities and Exchange Commission (the “SEC”), we are furnishing Proxy Materials as defined onin page 21 of this Proxy Statement to most of our stockholders on the Internet, rather than mailing printed copies. By doing so, we save costs and reduce our impact on the environment. If you received a Notice of Availability by mail, you will not receive printed copies of the Proxy Materials unless you request them. Instead, the Notice of Availability will instruct you how to access and review the Proxy Materials on the Internet. If you would like printed copies of the Proxy Materials, please follow the instructions on the Notice of Availability. The Notice of Internet Availability was first mailed on or before May 13, 20205, 2021 to all stockholders of record as of the record date for the Annual Meeting, which was the close of business on April 27, 2020.Meeting.

ShareholdersStockholders holding shares at the close of business on the record date may attend the virtual meeting and any adjournments or postponements thereof. To participate in the Annual Meeting, you must have your sixteen-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you receive the proxy materials by mail.

If you received printed versions of these materials by mail (rather than through electronic delivery), these materials also include a Proxy Card or voting instruction form. If you received or accessed these materials through the Internet, your Proxy Card or voting instruction form are available to be filled out and executed electronically. You should review the entire Proxy Statement and the 20192020 Annual Report to Stockholders before you vote.

The presence at the Annual Meeting, in person or by proxy, of the holders of at least a majority of the number of shares of common stock issued and outstanding and entitled to vote as of the record date, is required to constitute a quorum to transact business at the Annual Meeting.

Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by broker non-votes (as defined below) also are counted as present and entitled to vote for purposes of determining a quorum.

If you are the beneficial owner of shares held for you by a broker, your broker must vote those shares in accordance with your instructions. If you do not give voting instructions to your broker, your broker may vote your shares for you on any discretionary items of business to be voted upon at the Annual Meeting. If your broker does not receive instructions from you on how to vote your shares on a non-discretionary item, then the broker will not be able to vote your shares, which is known as a “broker non-vote.” The appointment of KPMG LLP (Proposal 3), is considered a discretionary item matter, and brokers generally may vote on behalf of beneficial owners who have not furnished voting instructions. Brokers may not vote on the other proposals contained in this Proxy Statement, which are considered “non-routine” or non-discretionary proposals, unless they have received voting instructions from the beneficial owner, and to the extent that they have not received voting instructions, brokers report such number of shares as “non-votes.”

Although the advisory vote in Proposal 2 is non-binding, our Board will review the results of the vote and will take it into account in making determinations concerning our Named Executive Officer (“NEO”) compensation.

Voting instructions (including instructions for both telephonic and Internet proxies) are provided on the Notice of Internet Availability and on any proxy card you receive. The Internet and telephone proxy procedures are designed to authenticate stockholder identities, to allow stockholders to give voting instructions and to confirm that stockholder instructions have been recorded properly. A control number, located on the Notice of Internet Availability or proxy card, will identify stockholders and allow them to submit their proxies and confirm that their voting instructions have been properly recorded. Costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, must be borne by the stockholder. If you submit your proxy by Internet or telephone, it will not be necessary to return a proxy card for your vote to be counted.

If a stockholder does not submit a proxy by the Internet or by telephone or return a signed proxy card, and does not vote electronically during the Annual Meeting at www.virtualshareholdermeeting.com/OLLI2020OLLI2021, his or her shares will not be voted. Shares of our common stock represented by properly executed proxies received by us or proxies submitted by telephone or via the Internet, which are not revoked, will be voted at the meeting in accordance with the instructions contained therein.

Any proxy signed and returned by a stockholder or submitted by telephone or via the Internet may be revoked at any time before it is exercised by giving written notice of revocation to the Company’sCompany's Secretary at our address set forth herein, by executing and delivering a later-dated proxy (either in writing, by telephone or via the Internet) or by voting in person at the meeting. Attendance at the virtual meeting will not, in and of itself, constitute revocation of a proxy.

If your shares are held in the name of a bank, broker, fiduciary or custodian, follow the voting instructions on the form you receive from your record holder. The availability of Internet and telephone proxies for these stockholders will depend on their voting procedures.

Some banks, brokers and other holders of record may be participating in the practice of “householding” proxy statements, annual reports or notices. This means that only one copy of our Proxy Materials or Notice of Availability, as applicable, may have been sent to multiple stockholders in your household. If you want to receive separate copies of our Proxy Materials or Notice of Availability, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other holder of record, or you may contact Robert Bertram, Senior Vice President and General Counsel at Ollie’s Bargain Outlet Holdings, Inc., by written or oral request, at 6295 Allentown Boulevard, Suite 1, Harrisburg, Pennsylvania 17112 or (717) 657-2300 ext. 2177.

If you own our common stock in more than one account, such as individually and also jointly with your spouse, you may receive more than one Notice of Internet Availability relating to these proxy materials or copy of these materials themselves. To assist us in saving money and to serve you more efficiently, we encourage you to have all your accounts registered in the same name and address by contacting our transfer agent: American Stock Transfer & Trust Company, LLC, 6201 15^th Avenue, Brooklyn, NY 11219, Telephone: (800) 937-5449, or (718) 921-8124.

The Company is paying the costs of the solicitation of proxies. Members of our Board and officers and employees may solicit proxies by mail, telephone, fax, email or in person. We will not pay directors, officers or employees any extra amounts for soliciting proxies. We may, upon request, reimburse brokerage firms, banks or similar entities representing street name holders for their expenses in forwarding Proxy Materials to their customers who are street name holders and obtaining their voting instructions.

No arrangements or contracts have been made or entered into with any solicitors as of the date of this Proxy Statement, although we reserve the right to engage solicitors if we deem them necessary. If done, such solicitations may be made by mail, telephone, facsimile, e-mail or personal interviews.

Our Board is committed to continued evaluation and improvement of our governance practices, including as set forth under the section of this Proxy Statement entitled “Corporate Governance Matters,” in order to serve the long-term interests of the Company and our stockholders.

In light of the amendment of our Certificate of Incorporation approved by our stockholders on June 25, 2019 at the 2019 Annual Meeting to declassify our Board of Directors by the 2022 Annual Meetingannual meeting of Stockholders,stockholders, Alissa Ahlman, Robert Fisch, Thomas Hendrickson, John Swygert, and Richard Zannino will be elected at the Annual Meeting for a one-year term, and they are expected to stand for re-election at our 2021 Annual Meeting2022 annual meeting of stockholders. Mr. Hendrickson, who was elected as a Class III director, is serving a term that continues through 2021,Messrs. Fleishman and he is expected to stand for re-election at the 2021 Annual Meeting for a one-year term. Messrs. White, and Fleishman, who were elected as Class I directors, are serving a term that continues through 2022, and are expected to stand for re-election at the 2022 Annual Meetingannual meeting of stockholders for a one-year term. Our Board will be fully declassified by the 2022 Annual Meeting.annual meeting.

In selecting director candidates for election at the Annual Meeting, our Nominating and Corporate Governance Committee and our Board considered whether the candidatescandidate possesses the required skill sets and fulfilled the qualification requirements of directors approved by the Board, including independence, sound judgment, business specialization, technical skills, diversity and other desired qualities. The following biographies describe the business experience of each director and nominee.

The nominees for election as Directors at the Annual Meeting are described below. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated each of the candidates for election. The Board expects that each of the nominees will be available for election as a director. However, if by reason of an unexpected occurrence, one or more of the nominees is not available for election, the persons named in the form of proxy have advised that they will vote for such substitute nominees as the Board may nominate.

In the event that, in an uncontested election, any incumbent directorsdirector does not receive a majority of the votes cast in his or her favor, such director will promptly tender his resignation to the Board. Following the consideration of the recommendation of the Nominating and Corporate Governance Committee, the Board will decide whether to accept or reject the tendered resignation or whether other action should be taken. The Board will disclose its explanation within 90 days from the publication of the Board election results. The Nominating and Corporate Governance Committee and the Board may consider any factor deemed appropriate in deciding whether to accept or reject the tendered resignation.

Set forth below are biographical summaries of our executive officers as of the date of this Proxy Statement.April 28, 2021. See “Proposal 1—Election of Directors” above for information about Mr. Swygert, who serves as our President and Chief Executive Officer.

Pursuant to our Corporate Governance Guidelines and Principles, the Board is required to affirmatively determine whether our directors are independent under the Nasdaq Stock Market (“Nasdaq”) corporate governance listing standards.

During its review of director independence, the Board considers all information it deems relevant, including without limitation, any transactions and relationships between each director or any member of his immediate family and the Company and its subsidiaries and affiliates. As a result of this review and based on the recommendation of the Nominating and Corporate Governance Committee, the Board affirmatively determined that Directors Ahlman, Fisch, Fleishman, Hendrickson, White, and Zannino are independent directors under the applicable Nasdaq rules.

Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee that was formed in April 2019.Committee. Our Board has adopted charters for each of its standing committees. Current copies of our committee charters are posted on our website at www.ollies.us.

The current members of the Audit Committee are Messrs. Hendrickson, Fleishman and White. The Board has determined that Mr. Hendrickson is an “audit committee financial expert” as defined in Item 407(d)(5) of

The Compensation Committee met four (4)three (3) times in fiscal year 2019.2020. Decisions regarding executive compensation were approved by our Board after taking into account the recommendations of the Compensation Committee and its members.

Consistent with our Board’s review of our corporate governance principles and focus on promoting certain governance best practices, our Board established the Nominating and Corporate Governance Committee on April 25,in 2019. The current members of the Nominating and Corporate Governance Committee are Ms. Ahlman, Messrs. Fisch, Fleishman, Hendrickson, White and Zannino. All members of the Nominating and Corporate Governance Committee meet the applicable independence standards under Nasdaq corporate governance standards.

The Nominating and Corporate Governance Committee, among other thingsthings: (i) manages the process of identifying and screening potential director candidates to the Board, including candidates recommended by stockholders and filling vacancies consistent with the criteria approved by the Board; (ii) recommends director candidates to the Board; (iii) reviews the effectiveness of and recommends modifications as appropriate to the Company’s process and criteria (including experience, qualifications, attributes, diversity or skills in light of the Company’s business and structure) used to evaluate Board membership and director independence; (iv) reviews

Our Board and management continually monitor the material risks facing our Company, including, but not limited to financial risk, strategic risk, operational risk, and legal and compliance risk, as well as risks the Company is facing related to the ongoing COVID-19 pandemic. Management regularly reports to the Board on its activities in monitoring and mitigating such risks. Overall responsibility for risk oversight rests with our Board. In addition, the Board may delegate risk oversight responsibility to a particular committee in situations in which risk falls within the committee’s area of focus or expertise.

Our Board believes that for certain areas of risk, our Company is better served by having the initial risk evaluation and risk monitoring undertaken by a subset of the entire Board that is more focused on the issues pertaining to the particular risk. For instance, our Compensation Committee assists the Board in evaluating risks relating to our compensation policies and

Our Lead Independent Director is appointed by the independent members of our Board, with the following responsibilities:

It is our policy that each director must be prepared to devote the time required to prepare for and attend Board meetings and fulfill their responsibilities effectively. Our Directors may not serve on more than four other public company boards, but none of our Directors currently serves on more than two other public company boards.

In fiscal 2019,2020, the Board held five (5) meetings and took action by unanimous written consent from time to time. All incumbent directors attended 100% of (i) the total number of meetings of the Board (held during the period for which hesuch person has been a director); and (ii) the total number of meetings held by all committees on which he or she served (during the periods that he or she served).

We do not, as a general matter, require our Board members to attend our Annual Meetingsannual meetings of stockholders. None of our DirectorsMs. Ahlman, and Messrs. Swygert, and White attended the 2019 Annual Meeting2020 annual meeting of Stockholders.stockholders.

Stockholders and other parties interested in communicating directly with the Board as a group may do so by writing to the Board, c/o Ollie’s Bargain Outlet Holdings, Inc., 6295 Allentown Boulevard, Suite 1, Harrisburg, Pennsylvania 17112. The General Counsel will review all correspondence and regularly forward to the Board all

The following table sets forth, as of February 1, 2020,January 30, 2021, certain information related to our equity compensation plans under which our common stock may be issued.

Our Board, based upon the recommendation of the Compensation Committee, has set non-employee director compensation at the median level for the peer group identified by its compensation consultant, Pearl Meyer.

Pearl Meyer benchmarked our non-employee director compensation during fiscal 2019 based upon our peer group established in 2017 and compared against the National Association of Corporate Directors Survey. As of the date of this Proxy Statement, we have updated our peer group, and we expect to benchmark our non-employee director compensation against this updated peer group during the current fiscal year. As further described below, based on the recommendation of Pearl Meyer, our Compensation Committee determined, and the Board approved, that both the level and form of non-employee director compensation should be increased to the median of general industry companies with revenues of between $650 million to $1.3 billion.

For fiscal 2019,2020, the annual cash retainers for non-employee directors was $60,000 and was increased to $75,000 effective at the third quarterly meeting of the Board in fiscal 2019.$75,000. Non-employee directors also receive annual awards of restricted stock units, which vest one year from the grant date. For fiscal 2019,2020, the value of the annual equity award was $85,000, and beginning in 2020, our non-employee director annual equity award was increased to $100,000. The increases to director compensation were based on the Pearl Meyer benchmark study conducted in fiscal 2019.

We also implemented non-employee director stock ownership guidelines in connection with such compensation increases. Non-employee director stock ownership guidelines require the non-employee director to maintain four (4) times their annual cash retainer and to meet the requirement within five (5) years.

The Audit Committee Chair receives an additional cash retainer of $20,000, and the Compensation Committee Chair receives an additional cash retainer of $15,000. Committee member retainers are $10,000 per year for Audit Committee members and $7,500 per year for Compensation Committee members. Cash compensation is paid in quarterly installments to those eligible to receive it. We also reimburse each of our directors for direct travel expenses incurred in connection with attendance at meetings of the Board and its committees.

The following table sets forth the information concerning all compensation paid by the Company during fiscal 20192020 to our non-employee directors.

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation of our median employee and the annual total compensation of our CEO, John Swygert, who was appointed Interim President and CEO on December 2, 2019 and President and CEO on December 10, 2019. In accordance with SEC rules, we have chosen to annualize the annual total compensation of Mr. Swygert, rather than combining the compensation provided to Mr. Butler and Mr. Swygert during the time that each of them held such position.Swygert.

The 20192020 annual total compensation of the median compensated employee, other than our CEO, John Swygert, was $14,342.$14,974. Mr. Swygert’s 20192020 total annual total compensation annualized to account for fiscal 2020, as reported under the portion of“Total” column in the year that he2020 Summary Compensation Table, was not CEO was $3,172,846.$2,265,783. The ratio of these amounts is 221151 to 1.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported herein, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Ollie’s seeks a non-binding advisory vote from its stockholders to approve the compensation of its Named Executive Officers (the “Named Executive Officers” or “NEOs”)NEOs as described in the Compensation Discussion and Analysis section beginning below. This vote is commonly known as “Say-on-Pay,” and the Compensation Committee of the Board has adopted a policy of providing for an annual Say-on-Pay vote.

We encourage you to read the Compensation Discussion and Analysis and Compensation Table sections to learn more about our executive compensation programs and policies. The Board believes that its 20192020 compensation decisions and our executive compensation programs align the interests of the stockholders and executives while emphasizing variable, at-risk compensation largely tied to company performance goals and balancing both long- and near-term objectives.

This vote is not intended to address a specific item of compensation, but rather our overall compensation policies and procedures related to the Named Executive Officers.NEOs. While this “Say-on-Pay” vote is advisory in nature, it will not be binding on Ollie’s or the Board. However, our Board will carefully consider the outcome of this vote and the discussions with investors when making future executive compensation arrangements. We will disclose how many stockholders voted “For” or “Against” the following resolution and how many stockholders abstained from voting.

“Resolved, that Ollie’s stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in Ollie’s proxy statement for the 20202021 Annual Meeting of Stockholders pursuant to the executive compensation disclosure rules of the United States Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 20192020 Summary Compensation Table and the other related tables and disclosure.”

The compensation arrangements and decisions described in this Compensation Discussion and Analysis were made prior to the global outbreak of the COVID-19 pandemic, and as of the filing of this Proxy Statement, it is premature to describe actions that the Compensation Committee may or may not undertake with respect to compensation during the Company’s 2020 fiscal year. During this unprecedented time, the Compensation Committee’s long-standing principles will guide its decision-making process. As the global COVID-19 pandemic evolves and the economic circumstances continue to develop, the Compensation Committee will monitor the situation and review and consider the Company’s executive compensation program and practices as it determines to be in the best interests of the Company’s stockholders, and where appropriate, other stakeholders.

The Compensation Committee is committed to providing a compensation program for our executives that is aligned with the strategic direction of our business and rewards executives for creating value for our shareholders.stockholders. This compensation discussion and analysis (“CD&A”) provides an overview of our executive compensation program and how the compensation provided to our named executive officers (“NEOs”),NEOs, who are the two persons that served as Chief Executive Officer, during fiscal 2019, our Chief Financial Officer, and our three other most highly compensated executive officers, was determined in 2019.2020.

In fiscal 2019,2020, we compensated our NEOs through a combination of base salary and annual cash incentive bonuses as well as grants of stock options and RSUs pursuant to our Equity Plans. Our executive officers are also eligible to receive certain benefits, which include a 401(k) plan with matching contributions, life insurance, automobile allowances, group term life insurance and group health insurance, including medical, dental and vision insurance.

Our compensation program for the NEOs is driven by the need to recruit, develop, motivate and retain top talent both in the short- and long-term and align the interests of NEOs and shareholders.stockholders.

For 2019,2020, we granted long-term equity awards in the form of time-vested stock options and RSUs. The stock options and RSUs vest ratably over four years. See “Elements of our Executive Officer Compensation and Benefits Program—Long Term Equity Incentive Compensation,” below.

Since we became a public company in July 2015, we have sought to adhere to key governance practices that reflect our compensation philosophy and support long-term company success while helping to mitigate compensation risks.

Our Board has delegated administration of our executive compensation program to the Compensation Committee, which among other things reviews the performance of our NEOs and makes determinations and decisions on their compensation programs, including the components, mix and targeted amounts. In evaluating and making

The CEO provides input as to the other NEOs’ performance and recommends compensation adjustments for executives other than himself. Ultimately, all decisions with respect to NEO compensation are made by the Compensation Committee.

To assist it in performing its duties, the Compensation Committee has the authority to engage outside consulting firms. Our Compensation Committee has engaged Pearl Meyer as its independent compensation consultant to advise on director and executive officer compensation since we began preparing for our IPO in early 2015. In fiscal year 2019,2020, Pearl Meyer provided assistance to the Compensation Committee with respect to director and CEONEO compensation matters.

The Compensation Committee has sole discretion to engage, retain, obtain the advice of, terminate and determine funding for the compensation consultant, and is directly responsible for the appointment, compensation and oversight of the compensation consultant’s work.

The Compensation Committee has examined the independence of Pearl Meyer under factors contained in the SEC rules and Nasdaq listing standards and determined that Pearl Meyer is independent and concluded that its work for us does not raise any conflict of interest.

We have reviewed the competitiveness of compensation provided to our NEOs, and do not target a specific market level for the competitiveness of any individual element of compensation or for the program as a whole. However, we consider target compensation at levels that are competitive with other retail comparators.

Our pay mix is driven by our compensation philosophy as well as each NEO’s role and strategic value to the organization. A significant amount of each NEO’s compensation is at risk, with particular focus on long-term equity incentives (options and RSUs) that align the interests of our executives with those of our shareholders.stockholders.

The Compensation Committee considers what salaries must be paid in order to attract and retain high-quality executives. We annually review our executives’ base salaries and make adjustments only when necessary based on individual and Company performance.

We provide a minimum, fixed level of cash compensation to reflect the level of accountability of talented executives who can continue to improve the Company’s overall performance. In addition, salary is based on experience, industry knowledge, duties and scope of responsibility as well as the competitive market for talent.

In April 2019,2020, each of our NEOs, other than Mr. Swygert, received increases to their base salaries as follows: Mr. Butler (4.91%); Mr. Swygert (5.00%); Mr. Stasz (6.67%); Mr. Segura (2.42%(3.12%); Mr. McLain (5.05%(2.88%); Mr. Bertram (2.44%Daugherty (4.65%); and Mr. Kraus (4.65%). Mr. Swygert also received a salaryan increase in connection with his appointment as CEO in December 2019.of the prior fiscal year.

In March 2019,2020, the Compensation Committee approved the performance targets and potential bonus payouts for our NEOs for the 20192020 fiscal year under our Incentive Bonus Plan. The Compensation Committee determined that, consistent with prior years, a main business objective to incentivize our management was to focus on increasing our Adjusted EBITDA, which was used as the basis for the Incentive Bonus Plan for our NEOs.

To calculate payouts under the Incentive Bonus Plan, the Company’s Adjusted EBITDA is assessed relative to performance targets (see targets for the 20192020 fiscal year provided below). Bonus payouts range from 0% of the NEO’s base salary if threshold performance (85% of the Adjusted EBITDA) is not exceeded to 200% of the NEO’s base salary if maximum performance (115% of the Adjusted EBITDA) is achieved. When the performance threshold is met, payouts are interpolated on a straight-line basis for performance levels between threshold and target and between target and maximum. The level of performance required to achieve maximum payout under the Incentive Bonus Plan was determined by the Compensation Committee to be reflective of truly outstanding performance.

We define EBITDA as net income before net interest income or expense, loss on extinguishment of debt, depreciation and amortization expenses and income taxes. Adjusted EBITDA represents EBITDA as further adjusted for non-cash items of stock-based compensation expense and certain purchase accounting items, and a gaingains on an insurance settlement.settlements. EBITDA and Adjusted EBITDA are non-GAAP measures and may not be comparable to similar measures reported by other companies. For additional information,a discussion of these non-GAAP measures, including a reconciliation to the nearest GAAP measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—EBITDA and Adjusted EBITDA” on page 36pages 45-47 of our Annual Report on Form 10-K, filed with the SEC on March 25, 2020.24, 2021.

Our long-term equity incentive program for fiscal 20192020 was designed to generally deliver 50% of long-term equity value in RSUs and 50% in stock options for our NEOs. We believe awarding a significant percentage of pay in the form of long-term equity fosters strong alignment between executive and shareholder interests.

Grant values were determined in accordance with our philosophy of providing competitive total compensation level, with a heavier emphasis on variable long-term pay.

RSUs directly align NEOs’ and shareholders’stockholders’ interests over a longer-term period and are a very important retention component of our compensation program. Beginning in fiscal 2020, RSUs now vest ratably over four years, or cliff vest on the fourth anniversaryregardless of date of grant for those employees with fewer than ten years of service.an employee’s tenure. See also “Fiscal Year 20192020 Compensation Highlights, Long Term Incentive,” above.

Stock options have traditionally been granted as a component of our long-term incentive program and continue to be a valuable vehicle designed to align NEOs’ and shareholders’stockholders’ interests over a longer-term period. Stock

For purposes of meeting this policy, ownership includes:

Executives covered by the policy have five (5) years to meet the guidelines established by it. However, during the period that a person covered by the policy has not met the standards set by the policy, covered executives are encouraged to hold 50% of the shares unrealized from vesting or exercise of shares or stock options on a post-tax, net share basis. In addition to the established guidelines, other guidelines regarding the length of time an executive must attain the guideline along with the respective holding requirements are established within the policy.

The Compensation Committee assesses progress toward meeting ownership expectations on an annual basis, measured on the last day of the fiscal year. Management communicates with the Compensation Committee the covered person’s progress toward increasing his or her ownership position. As of February 1, 2020,January 30, 2021, each covered executive had either met the requirements, or was deemed by the Committee to be on tracka satisfactory path to meet the requirements of the policy.

The following table sets forth certain information for fiscal years 2020, 2019 2018 and 20172018 concerning the total compensation awarded to, earned by or paid to our NEOs.

The following table sets forth certain information about outstanding equity awards held by our NEOs as of February 1, 2020.January 30, 2021.