Awards of ~~Shares~~.equity are made pursuant to our Equity Plan. The ~~Company has~~Equity Plan enables us to offer incentives that will assist us to attract, retain and motivate associates, including our NEOs, and Directors. We may provide these incentives through the ~~right, but not the obligation, to deduct from the shares~~grant of stock ~~issuable to a participant upon the exercise or settlement of an award, or to accept from the participant the tender of, a number of whole shares of common~~options, restricted stock having a fair market value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Company. The fair market value of any shares withheld or tendered to satisfy any such tax withholding obligations will not exceed an amount that would trigger adverse accounting consequences or costs, as determined by the Committee and in accordance with Company policies; provided, however, that any shares withheld in excess of the minimum statutory rate will not be added back to the 2017 Plan’s share reserve and will not be available for new grants under the 2017 Plan.

~~Awards Subject to Section 409A of the Code.~~Certain awards granted under the 2017 Plan may be deemed to constitute “deferred compensation” within the meaning of Section 409A of the Code, providing rules regarding the taxation of nonqualified deferred compensation plans, and the regulationsunits, performance units and other administrative guidance issued pursuant to Section 409A. Any such awards will be required to comply with the requirements of Section 409A. Notwithstanding any provision of the 2017 Plan to the contrary, the Committee is authorized, in its sole discretion and without the consent of any participant, to amend the 2017 Plancash-based or ~~any award agreement as it deems necessary or advisable to comply with Section 409A.~~

~~Amendment, Suspension or Termination.~~The 2017 Plan will continue in effect until its termination by the Committee, provided that no awards may be granted under the 2017 Plan following the tenth anniversary of the 2017 Plan’s effective date, which was the date on which it is approved by the stockholders in 2017. The Committee may amend, suspend or terminate the 2017 Plan at any time, provided that no amendment may be made without stockholder approval that would increase the maximum aggregate number of shares of stock authorized for issuance under the 2017 Plan, change the class of persons eligible to receive incentive stock options or require stockholder approval under any applicable law or the rules of any stock exchange on which the Company’s shares are then listed. No amendment, suspension or termination of the 2017 Plan may affect any outstanding award unless expressly provided by the Committee, and, in any event, may not have a materially adverse effect an outstanding award without the consent of the participant unless necessary to comply with any applicable law, regulation or rule, including, but not limited to, Section 409A of the Code.

The ~~following summary~~Equity Plan is intended only as a general guide to the U.S. federal income tax consequences of participation in the 2017 Plan and does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences based on particular circumstances.

~~Incentive Stock Options.~~A participant recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Code. Participants who neither dispose of their shares within two years following the date the option was granted nor within one year following the exercise of the option will normally recognize a capital gain or loss upon the sale of the shares equal to the difference, if any, between the sale price and the purchase price of the shares. If a participant satisfies such holding periods upon a sale of the shares, we will not be entitled to any deduction for federal income tax purposes. If a participant disposes of shares within two years after the date of grant or within one year after the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the shares on the option exercise date and the exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognizedadministered by the ~~participant upon the disqualifying disposition~~Compensation Committee of ~~the shares generally should be deductible by us for federal income tax purposes, except~~our Board of Directors. Subject to the ~~extent such deduction is limited by applicable~~ provisions of the ~~Code.~~

~~In general,~~Equity Plan, the ~~difference between~~Compensation Committee will determine in its discretion the ~~option exercise price~~persons to whom and the ~~fair market value~~times at which awards are granted, the sizes of such awards and all of their terms and conditions. The Equity Plan authorizes the ~~shares on the date of exercise of an incentive stock option is treated as an adjustment in computing the participant’s alternative minimum taxable income and may be subject~~Compensation Committee, without further stockholder approval, to ~~an alternative minimum tax which is paid if such tax exceeds the regular tax~~provide for the ~~year. Special rules may apply with respect to certain subsequent sales~~cancellation of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to participants subject to the alternative minimum tax.

~~Nonstatutory Stock Options.~~~~Options not designated or qualifying as incentive~~ stock options are nonstatutory stock options having no special tax status. A participant generally recognizes no taxable income upon receipt of such an option. Upon exercising a nonstatutory stock option, the participant normally recognizes ordinary income equal to the difference between thewith exercise price paid and the fair market value of the shares on the date when the option is exercised. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired by the exercise of a nonstatutory stock option, any gain or loss, based on the difference between the sale price and the fair market value of the shares on the exercise date, will be taxed as capital gain or loss. We generally should be entitled to a tax deduction equal to the amount of ordinary income recognized by the participant as a result of the exercise of a nonstatutory stock option, except to the extent such deduction is limited by applicable provisions of the Code.

~~Stock Appreciation Rights.~~~~A Participant recognizes no taxable income upon the receipt of a stock appreciation right. Upon the exercise of a stock appreciation right, the participant generally will recognize ordinary income~~prices in ~~an amount equal to the~~ excess of the fair market value of the underlying shares of common stock ~~on the~~in exchange for new options or other equity awards with exercise ~~date over the exercise price. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. We generally should be entitled to a deduction~~prices equal to the ~~amount~~fair market value of ~~ordinary income recognized by~~ the ~~participant~~underlying common stock or a cash payment.

In the event of a change in control as described in the Equity Plan, the acquiring or successor entity may assume or continue all or any awards outstanding under the Equity Plan or substitute substantially equivalent awards. Any awards which are not assumed or continued in connection with a change in control or are not exercised or settled prior to the ~~exercise~~change in control will terminate effective as of the ~~stock appreciation right,~~time of the change in control. The Compensation Committee may provide for the acceleration of vesting of any or all outstanding awards upon such terms and to such extent as it determines, except that the vesting of all awards held by members of the Board of Directors who are not employees will automatically be accelerated in full. The Equity Plan also authorizes the Compensation Committee, in its discretion, to cancel any outstanding award denominated in shares upon a change in control in exchange for a payment to the ~~extent such deduction is limited by applicable provisions~~participant with respect to each share subject to the cancelled award of ~~the Code.~~

~~Restricted Stock.~~~~A participant acquiring restricted stock generally will recognize ordinary income~~an amount equal to the excess of the ~~fair market value~~consideration to be paid per share of common stock in the ~~shares on the “determination date”~~change in control transaction over the exercise price ~~paid,~~per share, if any, ~~for such shares.~~ under the award.

FY 2021 PROXY
STATEMENT

The ~~“determination date”~~Equity Plan will continue in effect until it is terminated by the date on which the participant acquires the shares unless the shares are subject to a substantial risk of forfeiture and are not transferable, in which case the determination date is the earlier of (i) the date on which the shares become transferable or (ii) the date on which the shares are no longer subject to a substantial risk of forfeiture (e.g., when they become vested). If the determination date follows the date on which the participant acquires the shares, the participant may elect, pursuant to Section 83(b) of the Code, to designate the date of acquisition as the determination date by filing an election with the Internal Revenue Serviceadministrator, but no later than ~~30 days after~~10 years from its effective date. The administrator may amend, suspend or terminate the ~~date on which~~Equity Plan at any time, provided that without stockholder approval, the ~~shares are acquired. If~~plan cannot be amended to increase the ~~participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale~~number of shares ~~acquired pursuant~~authorized, change the class of persons eligible to ~~a restricted~~receive incentive stock ~~award,~~options, or effect any ~~gain~~other change that would require stockholder approval under any applicable law or loss, based on the difference between the sale price and the fair market value of the shares on the determination date, will be taxed as capital gain or loss. We generally should be entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions of the Code.listing rule.

~~Restricted Stock Unit, Performance, Cash-Based and Other Stock-Based Awards.~~A participant generally will recognize no income upon the receipt of a restricted stock unit, performance share, performance unit, cash-based or other stock-based award. Upon the settlement of such awards, participants normally will recognize ordinary income in the year of settlement in an amount equal to the cash received and the fair market value of any substantially vested shares of stock received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. If the participant receives shares of restricted stock, the participant generally will be taxed in the same manner as described above under “Restricted Stock.” Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value of the shares on the determination date (as defined above under “Restricted Stock”), will be taxed as capital gain or loss. We generally should be entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions of the Code.

The following table ~~shows the number of~~sets forth for each Named Executive Officer certain information concerning their outstanding equity awards ~~received by the persons listed below~~ as of ~~May 15, 2020. All awards under the 2017 Plan have been restricted stock units or nonstatutory stock options.~~January 31, 2021.

~~Securities Authorized for Issuance under Equity Compensation Plans~~

~~The following table provides information as of February 2, 2020, about the securities which are either already issued, or authorized for future issuance, under our 2017 Plan.~~

(a) (b) (c)
Plan Category
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights

Weighted- Average Exercise
Price of Outstanding Options,
Warrants and Rights

Number of Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans
(Excluding Securities Reflected
in Column (a))

Equity compensation plans approved by shareholders 495,366 $ 38.10 262,962
Equity compensation plans not approved by shareholders - - -
Total 495,366 $ 38.10 262,962

~~Required Vote and Board of Directors Recommendation~~

Approval of the amendment to the Amended and Restated 2017 Equity Incentive Plan requires the affirmative vote of a majority of the shares present at the meeting or represented by proxy and entitled to vote on this proposal.

~~THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “~~~~FOR~~~~” APPROVAL OF THE ADOPTION OF THE AMENDMENT TO THE AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN.~~

~~PROPOSAL NO. 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2021~~

Our Audit Committee has appointed Marcum LLP as the independent registered public accounting firm to audit the consolidated financial statements of our Company for the fiscal year ending January 31, 2021 and recommends that stockholders vote in favor of the ratification of such appointment. Stockholder ratification of the selection of Marcum LLP as our independent registered public accounting firm is not required by law or otherwise. However, the board of directors, upon the recommendation of the Audit Committee, is submitting the selection of Marcum LLP to stockholders for ratification as a matter of good corporate governance. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection. We anticipate that representatives of Marcum LLP will be present at the Annual Meeting, will have the opportunity to make a statement if they desire, and will be available to respond to appropriate questions.

~~Fees~~

We regularly review the services and fees from our independent registered public accounting firm, Marcum LLP. These services and fees are also reviewed with the audit committee annually. In accordance with standard policy, Marcum LLP periodically rotates the individuals who are responsible for the Company’s audit.

In addition to performing the audit of the Company’s consolidated financial statements, Marcum LLP provided various other services during fiscal 2020 and fiscal 2019. The Company’s audit committee has determined that Marcum LLP’s provision of these services, which are described below, does not impair Marcum LLP’s independence with respect to the Company.

~~The following table shows the aggregate fees paid or accrued for audit and other services provided for fiscal 2020 and 2019:~~

FY2020 FY2019
Audit fees (1) $ 218,000 $ 206,880
Audit-related fees (2) 100,600 268,500
Tax fees - —
All other fees - —
Total fees $ 318,600 $ 475,380

(1) “Audit fees” are fees billed for the audit of our annual financial statements, reviews of quarterly financial statements included in Quarterly Reports on Forms 10-Q, and services provided in connection with SEC filings, including consents and comment and comfort letters.

(2) “Audit-related fees” are fees billed for the assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.”

The audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. All of the services relating to the fees described in the table above were approved by the audit committee in accordance with the audit committee’s pre-approval policy.

~~Required Vote and Board of Directors Recommendation~~

Approval of the ratification of the appointment of Marcum LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the shares present at the meeting or represented by proxy and entitled to vote on this proposal.

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING JANUARY 31, 2021.~~

~~REPORT OF THE AUDIT COMMITTEE~~

This report of the Audit Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act of 1933 or the Securities Exchange Act of 1934.

The principal purpose of the Audit Committee is to assist the Board of Directors in its oversight of (i) the integrity of our accounting and financial reporting processes and the audits of our financial statements; (ii) our system of disclosure controls and internal controls over financial reporting; (iii) our compliance with legal and regulatory requirements; (iv) the qualifications and independence of our independent auditor; (v) the performance of our independent auditor; and (vi) the business practices and ethical standards of the Company. The Audit Committee is responsible for the appointment, compensation, retention and oversight of work of the Company’s independent auditor. The Audit Committee’s function is more fully described in its charter.

Our management is responsible for the preparation, presentation and integrity of our financial statements, for the appropriateness of the accounting principles and reporting policies that we use and for establishing and maintaining adequate internal control over financial reporting. Marcum LLP, or Marcum, our independent registered public accounting firm for the year ending February 2, 2020, was responsible for performing an independent audit of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended February 2, 2020 and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

~~The Audit Committee has reviewed and discussed with management our audited financial statements included in our Annual Report on Form 10-K for the year ended February 2, 2020.~~

The Audit Committee has also reviewed and discussed with Marcum the audited financial statements in our Annual Report on Form 10-K. In addition, the Audit Committee discussed with Marcum those matters required to be discussed under applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”). Additionally, Marcum provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding Marcum communications with the Audit Committee concerning independence. The Audit Committee also discussed with Marcum its independence from the Company.

Based upon the review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for filing with the SEC for the year ended February 2, 2020.

	~~THE AUDIT COMMITTEE~~

FY 2021 PROXY STATEMENT	~~Walter McLallen~~ ~~William Phoenix~~ ~~Shirley Romig~~34

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock by:

●■

each stockholder known by us to be the beneficial owner of more than 5% of our common stock,

●■

each of our current ~~directors~~Directors, nominees and ~~Named Executive Officers,~~named executive officers, and

●■

all of our current executive officers, Directors and ~~directors~~nominees as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities. ~~Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws.~~ Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days of April 12, 2021, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants but are not deemed outstanding for purposes of computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder.

We have based our calculation of the percentage of beneficial ownership on ~~14,508,255~~15,018,030 shares of our common stock outstanding as of ~~May 15, 2020.~~

April 12, 2021. Except as otherwise noted, the address of each person or entity in the following table is c/o The Lovesac Company, Two Landmark Square, Suite 300, Stamford, Connecticut 06901.

Name	Number of Outstanding Shares Owned		Shares Subject to Options, Warrants and RSUs⁽¹⁴⁾		Total Beneficial Ownership		Percent of Shares Outstanding
5% Stockholders:
Alliance Bernstein⁽¹⁾		1,491,128		—		1,491,128		9.9	%
Entities affiliated with Satori⁽²⁾		1,117,670		—		1,117,670		7.4	%
Granahan Investment Management, Inc.⁽³⁾		923,886		—		923,886		6.2	%
Janus Henderson Group PLC⁽⁴⁾		878,978		—		878,978		5.9	%
Entities affiliated with Scopus Capital⁽⁵⁾		800,000		—		800,000		5.3	%
Hood River⁽⁶⁾		771,620		—		771,620		5.1	%
Executive Officers, Directors and Nominees:
Shawn Nelson⁽⁷⁾⁽⁸⁾		228,374		21,374		249,748		1.7	%
Jack Krause		123,012		19,624		142,636		1.0	%
Donna Dellomo		72,512		7,541		80,053		*
Andrew Heyer^(9)(10)		777,083		4,126		781,209		5.2	%
Mary Fox		4,868		4,126		8,994		*
John Grafer⁽¹¹⁾		1,124,701		4,126		1,128,827		7.5	%
Sharon Leite		—		—		—		*
Walter McLallen⁽¹²⁾		6,259		4,126		10,385		*
William Phoenix⁽¹³⁾		20,103		4,126		24,229		*
Shirley Romig		4,868		4,126		8,994		*
All Executive Officers, Directors and Nominees as a group (10 persons)		2,361,780		73,295		2,435,075		16.1	%

Name and Address of Beneficial Owner Number of Shares of Common Stock Percentage Of Class
Shawn Nelson 234,835 ⁽¹⁾ 1.62 %
Jack A. Krause 122,275 ⁽²⁾ *
Donna Dellomo 67,616 ⁽³⁾ *
Andrew Heyer⁽⁴⁾ 3,034,496 ⁽⁵⁾ 20.58 %
Mary Fox - -
John Grafer⁽⁶⁾ 1,310,585 ⁽⁷⁾ 8.74 %
Walter McLallen 2,517 *
William Phoenix - -
Shirley Romig - -
Directors, Director Nominees and Executive Officers as a group (9 individuals) 4,772,324 31.31 %
Beneficial Owners of more than 5% of our common stock:
Entities affiliated with Mistral 3,017,536 ⁽⁸⁾ 20.46 %
Entities affiliated with Satori 1,310,585 ⁽⁷⁾ 8.74 %
Janus Henderson Group PLC 1,148,471 ⁽⁹⁾ 7.92 %
AWM Investment Company, Inc. 743,016 ⁽¹⁰⁾ 5.12 %
Wasatch Advisors, Inc. 1,015,191 ⁽¹¹⁾ 7.00 %

*	Represents beneficial ownership of less than one percent (1%).

(1)

~~Includes 1,750~~Based on information contained in a Schedule 13G/A filed by AllianceBernstein L.P. (“Alliance”) on February 8, 2021 reporting ownership of these shares as of December 31, 2020. According to the Schedule 13G/A, Alliance reported that, as of December 31, 2020, it had sole voting power for 1,417,051 shares of our common stock, sole dispositive power for 1,462,513 shares of our Common Stock, and shared dispositive power for 28,615 shares of our Common Stock. Alliance’s address is 1345 Avenue of the Americas, New York, NY 10105.

FY 2021 PROXY
STATEMENT

(2)	Based on information contained in a Schedule 13G/A jointly filed by Satori Capital, LLC (“Satori Capital”), SCGPM, LLC (“SCGPM”), Satori Capital Strategic Opportunities GP, LLC (“Satori CSOGP”), Satori Capital Strategic Opportunities, LP (“Satori CSO”), Satori Capital III GP, LLC (“SCIIIGP”), Satori Capital III, LP (“SCIII”), Sunny Vanderbeck and Randy Eisenman (together, the “Satori Holders”) filed on February 12, 2021, reporting ownership of these shares as of December 31, 2020. SCGPM is wholly owned and controlled by Satori Capital, which is indirectly owned and controlled by Sunny Vanderbeck and Randy Eisenman through entities that Sunny Vanderbeck or Randy Eisenman own or control. SCGPM is the manager of Satori CSOGP and SCIIIGP and may be deemed to share voting and dispositive power with respect to the shares held by Satori CSO and SCIII. Satori CSOGP, is the general partner of Satori CSO, which directly holds 776,951 shares of common stock. SCIIIGP is the general partner of SCIII, which directly holds 338,556 shares of Common Stock. Numbers of shares of common Stock beneficially owned by Satori Capital, Mr. Vanderbeck and Mr. Eisenman also include shares of common stock ~~issuable upon exercise~~issued in respect of ~~warrants, exercisable within~~certain restricted stock units (“RSUs”) granted to John Grafer, a partner at Satori Capital, by the Company, in ~~60 days~~connection with his service as a member of ~~May 22,~~the board of directors of the Company. Pursuant to the policies of Satori Capital, Mr. Grafer holds the RSUs granted to him by the Company as a nominee on behalf, and for the sole benefit, of Satori Capital. Mr. Grafer disclaims beneficial ownership of any such RSUs and any common stock issued in respect thereof, and of any other securities held by the Satori Holders. Each of Satori CSOGP, SCIIIGP, SCGPM, Satori Capital, Mr. Vanderbeck, Mr. Eisenman and each entity through which Mr. Vanderbeck and Mr. Eisenman indirectly owns or controls Satori Capital disclaims beneficial ownership of the securities held by Satori CSO and SCIII. The address for each of these Satori Holders is 2501 N. Harwood St., 20^thFloor, Dallas, Texas 75201.
(3)	Based on information contained in a Schedule 13G filed by Granahan Investment Management, Inc. (“Granahan”) on January 21, 2021 reporting ownership of these shares as of December 31, 2020. According to the Schedule 13G, Granahan reported that, as of December 31, 2020, it had sole voting power for 683,275 shares of our common stock and ~~42,758~~sole dispositive power for 923,886 shares of our common stock. Granahan’s address is 404 Wyman Street, Suite 460, Waltham, MA 02451.
(4)	Based on information contained in a Schedule 13G/A filed by Janus Henderson Group plc (“Janus”) on February 11, 2021 reporting ownership of these shares as of December 31, 2020. Janus has an indirect 97% ownership stake in Intech Investment Management LLC (“Intech”) and a 100% ownership stake in Janus Capital Management LLC (“JCM”), Perkins Investment Management LLC (“Perkins”), Henderson Global Investors Limited (“HGIL”) and Janus Henderson Investors Australia Institutional Funds Management Limited (“JHIAIFML”), (each an “Asset Manager” and collectively as the “Asset Managers”). Due to the above ownership structure, holdings for the Asset Managers are aggregated. Each Asset Manager is an investment adviser registered or authorized in its relevant jurisdiction and each furnishing investment advice to various fund, individual and/or institutional clients (collectively referred to herein as “Managed Portfolios”). As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, Janus may be deemed to be beneficial owner of 878,978 shares of our common stock held by such Managed Portfolios. However, JCM does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights. Janus’s address is 201 Bishopsgate, EC2M 3AE United Kingdom
(5)	Based on information contained in a Schedule 13G filed jointly on March 15, 2021 by Mr. Alexander Mitchell, Scopus Capital, Inc. (“SCI”), Scopus Asset Management, L.P. (“SAMLP”) and Scopus Advisors, LLC (“SALLC”), (collectively, the Reporting Persons”) reporting ownership of these shares as of March 5, 2021. According to the Schedule 13G, the Reporting Persons reported that, as of March 5, 2021, Mr. Mitchell, SCI and SAMLP have shared voting and dispositive power of all such shares, and SALLC has shared voting and dispositive power for 746,496 of such shares. SALLC is the general partner of one or more private funds (together the “Funds”) and is deemed to have beneficial ownership of the Common Stock beneficially owned by the Funds. SAMLP is the investment advisor of the Funds and is deemed to have beneficial ownership of the Common Stock beneficially owned by the Funds. SCI is the general partner of SAMLP and is deemed to have beneficial ownership of the Common Stock beneficially owned by SAMLP. Mr. Mitchell holds 100% of the ownership interest in each of SALLC and SCI and is deemed to have beneficial ownership of the Common Stock beneficially owned by each such entity. The address for each Reporting is c/o Scopus Asset Management, L.P., 717 Fifth Avenue, 21^st Floor, New York, NY 10022.
(6)	Based on information contained in a Schedule 13G filed by Hood River Capital Management LLC (“Hood River”) on February 16, 2021 reporting ownership of these shares as of December 31, 2020. According to the Schedule 13G, Hood reported that, as of December 31, 2020, it had sole dispositive power for 771,620 shares of our common stock. Hood River’s address is 2373 PGA Blvd., Suite 200, Palm Beach Gardens, FL 33410.
(7)	Includes 106,145 shares of common stock held by The LDPV Holding Trust, dated October 1, 2018, of which Mr. Nelson’s spouse is trustee and Mr. Nelson has sole authority over the disposition of the shares of common stock held by the trust.

~~(2)~~(8)	Includes ~~525~~120,000 shares of common stock ~~issuable upon exercise~~pledged by Mr. Nelson to secure a loan as approved by the Board of ~~warrants, exercisable within~~Directors.
(9)	Based on information contained in ~~60 days~~a Schedule 13D/A filed jointly by on February 19, 2021 by Mr. Andrew R. Heyer reporting ownership as of ~~May 22, 2020.~~

~~(3)~~

~~Includes 1,750~~February 16, 2021 of (i) sole voting and dispositive power for 195,886 shares of our common stock ~~issuable upon exercise~~ of ~~warrants, exercisable within in 60 days~~which 19,830 are held of ~~May 22, 2020.~~

~~(4)~~

record by Andrew R. Heyer 2007 Associates, L.P., an entity which Mr. Heyer controls, and 18,457 are held of record by Heyer Investment Management LLC, an entity which Mr. Heyer controls, and (ii) shared voting and dispositive power for 574,166 shares of our common stock of which 425,798 shares are held by Mistral ~~Sac Carry,~~Equity Partners, LP, which is managed by an affiliated entity controlled by My. Heyer, 116,418 shares are held by Mistral Equity Partners QP, LP, which is managed by an affiliated entity controlled by Mr. Heyer, and 31,950 shares held by MEP Co-Invest, LLC, ~~(“MSC”),~~which is an entity controlled by Mr. Heyer, is the manager of Mistral Sac Holdings 4, LLC (“MSH4”), Mistral Sac Holdings 3, LLC (“MSH3”) and Mistral Sac Holdings 2, LLC (“MSH2”). Mistral Sac Holdings, LLC (“MSH” and, together with MSH4, MSH3 and MSH2, the “Investing Vehicles”) is an investment entity indirectly controlled by Mr. Heyer through Mistral Equity Partners, LP (“MEP”), Mistral Equity Partners QP, LP (“MEP QP”) and MEP Co-Invest, LLC (“MEP Co-Invest”). Mistral Equity GP, LLC (“MEP GP” and, together with MEP, MEP QP, and MEP Co-Invest, the “Mistral Fund Entities”) is the general partner of MEP and MEP QP. By reason of the provisions of Rule 16a-1 of the Exchange Act, the Mistral Fund Entities may be deemed to be beneficial owners of certain of the securities that are deemed to be beneficially owned by MSH, MSC may be deemed to be the beneficial owner of any securities that may be deemed to be beneficially owned by MSH4, MSH3 and MSH2, and Mr. Heyer may be deemed to be the beneficial owner of any securities that may be deemed to be beneficially owned by the Investing Vehicles and/or the Mistral Fund Entities. Mr. Heyer may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the securities reported as beneficially owned by the Investing Vehicles, and MEP GP may be deemed to have an indirect pecuniary interest in an indeterminate portion of the securities reported as beneficially owned by MEP and MEP QP. Mr. Heyer’s business address is c/o Mistral Capital Management, LLC, 650 Fifth Avenue, 31^st ~~Floor, New York, NY 10019.~~Heyer.

~~(5)~~(10)

~~Consists of: (i) 1,654,083~~Includes 7,031 shares of common stock ~~held by MEP,~~acquired upon the vesting of RSUs which amount includes 56,554 shares issuable upon exercise of a warrant exercisable within in 60 days of May 22, 2020; (ii) 462,895 shares of common stock held by MEP QP, which amount includes 15,303 shares issuable upon exercise of a warrant exercisable within in 60 days of May 22, 2020; (iii) 430,304 shares of common stock held by MSH2; (iv) 228,633 shares of common stock held by MSH4, which amount includes 74,200 shares issuable upon exercise of a warrant exercisable within in 60 days of May 22, 2020; (v) 95,068 shares of common stock held by MEP Co-Invest, which amount includes 3,143 shares issuable upon exercise of a warrant exercisable within in 60 days of May 22, 2020; (vi) 90,000 shares of common stock issuable to MSH3 upon exercise of a warrant exercisable within in 60 days of May 22, 2020; and (vii) 16,960 shares of common stock held by Mr. Heyer directly.have been deferred.

~~(6)~~(11)

Mr. Grafer may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the securities reported as beneficially owned by Satori Capital Strategic Opportunities, LP (“Satori CSO”) and Satori Capital III, LP (“SCIII”). Mr. Grafer disclaims beneficial ownership of the securities held by Satori CSO and SCIII.

~~(7)~~	~~Consists of 571,538~~ Includes 7,031 shares of common stock ~~owned by Satori CSO and 249,047~~acquired upon the vesting of RSUs which have been deferred.
(12)	Includes 4,868 shares of common stock ~~owned by SCIII and 490,000~~acquired upon the vesting of RSUs which have been deferred.
(13)	Includes 7,031 shares of common stock ~~issuable~~acquired upon ~~exercise~~the vesting of ~~warrants held by Satori CSO~~RSUs which have been deferred.
(14)	Reflects RSUs, options and ~~SCIII,~~warrants exercisable within ~~in 60~~sixty days of May 22, 2020. Satori Capital Strategic Opportunities GP, LLC (“Satori CSOGP”), is the general partner of Satori CSO and Satori Capital III GP, LLC (“SCIIIGP”), is the general partner of SCIII. SCGPM, LLC (“SCGPM”) is the manager of Satori CSOGP and SCIIIGP and may be deemed to share voting and dispositive power with respect to the shares held by Satori CSO and SCIII. SCGPM is wholly owned and controlled by Satori Capital, LLC (“Satori Capital”), which is indirectly owned and controlled by Sunny Vanderbeck and Randy Eisenman through entities that Sunny Vanderbeck or Randy Eisenman own or control. Each of Satori CSOGP, SCIIIGP, SCGPM, Satori Capital, Mr. Vanderbeck, Mr. Eisenman and each entity through which Mr. Vanderbeck and Mr. Eisenman indirectly owns or controls Satori Capital disclaims beneficial ownership of the securities held by Satori CSO and SCIII. The address for each of these entities is 2501 N. Harwood St., 20^th~~Floor, Dallas, Texas 75201.~~

~~(8)~~

~~These shares have also been included in the number of shares beneficially owned by Mr. Heyer above. See footnotes 4 and 5.~~

~~(9)~~

Based solely on the information included in the most recently available Schedule 13G/A filed with the SEC on February 13, 2020, by Janus Henderson Group PLC (“Janus Henderson”). Janus Henderson has an indirect 97% ownership stake in Intech Investment Management LLC ("Intech") and a 100% ownership stake in Janus Capital Management LLC ("JCM"), Perkins Investment Management LLC ("Perkins"), Geneva Capital Management LLC ("Geneva"), Henderson Global Investors Limited ("HGIL") and Janus Henderson Investors Australia Institutional Funds Management Limited ("JHIAIFML"), (each an "Asset Manager" and collectively as the "Asset Managers"). Due to the above ownership structure, holdings for the Asset Managers are aggregated for purposes of this filing. Each Asset Manager is an investment adviser registered or authorized in its relevant jurisdiction and each furnishing investment advice to various fund, individual and/or institutional clients (collectively referred to herein as "Managed Portfolios"). As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, JCM may be deemed to be the beneficial owner of 1,148,471 shares of common stock held by such Managed Portfolios. However, JCM does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such right The address for Janus Henderson listed in the Schedule 13G/A is 201 Bishopsgate EC2M 3AE, United Kingdom.

~~(10)~~

Based solely on the information included in the most recently available Schedule 13G filed with the SEC on February 10, 2020, by AWM Investment Company (“AWM”). AWM is the investment adviser to Special Situations Cayman Fund, L.P. (“Cayman”), Special Situations Fund III QP, L.P. (“SSFQP”) and Special Situations Private Equity Fund, L.P. (“SSPE”). (Cayman, SSFQP and SSPE will hereafter be referred to as the “Funds”). As the investment adviser to the Funds, AWM holds sole voting and investment power over 152,236 shares of common stock held by Cayman, 456,706 shares of common stock held by SSFQP and 134,074 shares of common stock held by SSPE. The address for AWM listed in the Schedule 13G is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022.

~~(11)~~

Based solely based on the information included in the most recently available Schedule 13G filed with the SEC on February 10, 2020, by Wasatch Advisors, Inc. (“Wasatch”). The address for Wasatch listed in the Schedule 13G is 505 Wakara Way, Salt Lake City, UT 84108.

~~EXECUTIVE OFFICERS~~

~~The following table sets forth the name, age, and position of each of our executive officers:~~

~~Name~~	~~Age~~	~~Title~~
~~Shawn Nelson~~	42	~~Chief Executive Officer and Director~~
~~Jack Krause~~	57	~~President and Chief Operating Officer~~
~~Donna Dellomo~~	55	~~Executive Vice President, Chief Financial Officer and Secretary~~

~~Business Experience~~

The following is a brief account of the education and business experience of each executive officer, except Shawn Nelson, the description of his education and business experience can be found under “Proposal No. 1 — Election of Directors.”

~~Jack Krause~~ has served as President and Chief Operating Officer of the Company since 2015. From 2012 to 2015, Mr. Krause served as President of Vitamin World, a 425 store specialty chain. From 2011 to 2013, he served as Senior Vice President of Watch Station Global Retail and Skagen, where he led the growth of both businesses. From 2008 to 2010, Mr. Krause served as General Manager and in various executive positions at Sunglass Hut (Luxottica). From 2004 to 2006, Mr. Krause served in roles of increasing responsibility at Bath and Body Works, including Senior Vice-President of Brand Development. Prior to that, he spent 10 years in brand management at Jergens and Marion Consumer Products. Mr. Krause has a Bachelor of Science in Business Administration from Miami University.

~~Donna Dellomo~~ is currently serving as Executive Vice President and Chief Financial Officer, Treasurer and Secretary of the Company since 2017. From January 1998 to January 2017, Ms. Dellomo served as Vice-President and Chief Financial Officer of Perfumania Holdings, Inc., a publicly traded company with over 290 retail locations, owned and licensed brands and a wholesale distribution network. Between October 1988 and December 1997, Ms. Dellomo served as Internal Audit Manager, Accounting Manager and Corporate Controller at Cybex International, Inc., a publicly traded company that manufactured and distributed fitness, rehabilitative and health care equipment. Ms. Dellomo is a Certified Public Accountant with focus on audit and tax and is also a member of the Board of Trustees of Molloy College and Chairperson of Molloy’s Fiscal Affairs and Audit Committee.

~~EXECUTIVE COMPENSATION~~

As an emerging growth company under the JOBS Act we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” which require compensation disclosure for our principal executive officer and the two most highly compensated executive officers (other than our principal executive officer) serving as executive officers at the end of the fiscal year. This section describes the executive compensation program in place for our Named Executive Officers for fiscal 2020 and fiscal 2019, who are the individuals who served as our principal executive officer and two most highly compensated executive officers.

~~The following table summarizes the compensation of our Named Executive Officers paid by us during the fiscal years ended February 2, 2020 and February 3, 2019.~~

~~Summary Compensation Table~~

Name and Principal Position Fiscal Year Salary
($) Bonus
($) Stock
Awards
($)⁽¹⁾ Option Awards
($)⁽²⁾ Non-Equity Incentive Plan Compensation
($) Nonqualified Deferred Compensation Earnings
($) All Other Compensation
($)⁽³⁾ Total
($)
Shawn Nelson 2020 382,692 - 1,985,408 2,285,288 14,431 4,667,819
Chief Executive Officer 2019 350,000 475,000 1,764,442 — — — 12,285 2,601,727

Jack A. Krause 2020 382,692 - 721,851 761,761 14,431 1,880,735
President and Chief Operating Officer 2019 350,000 225,000 700,185 — — — 17,077 1,292,262

Donna L. Dellomo 2020 357,692 50,000 351,824 380,884 14,431 1,154,831
Executive Vice President and Chief Financial Officer 2019 325,000 230,000 336,083 — — — 16,700 907,783

~~(1)~~

Amounts shown in this column do not reflect dollar amounts actually received by our Named Executive Officers. Instead, these amounts reflect the aggregate grant date fair value of each restricted stock unit granted computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 7 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended February 2, 2020. The aggregate grant date fair value of stock awards, which are comprised of time-vested RSUs and performance-based RSUs, includes the grant date fair value for each type of award assuming the satisfaction of all relevant conditions.

~~(2)~~

Amounts shown in this column represent the aggregate grant date fair value calculated, in accordance with FASB ASC Topic 718, of stock options granted during the year. A description of the methodologies and assumptions we use to value equity awards and the manner in which we recognize the related expense are described in Note 7 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended February 2, 2020. These amounts may not correspond to the actual value eventually realized by each Named Executive Officer because the value depends on the market value of our common stock at the time the award is exercised.

~~(3)~~

~~Amounts shown represent 401(k) matching payments.~~

~~Bonuses~~

Pursuant to the employment agreements of Messrs. Nelson and Krause and Ms. Dellomo, each named executive officer is eligible to receive an annual bonus based on the achievement of a combination of company-wide and individual performance goals set by our board of directors.

~~Fiscal 2020 Bonuses~~

Messrs. Nelson and Krause and Ms. Dellomo did not receive any performance based bonuses in in fiscal 2020. In connection with the completion of share offering that closed in May 2019, Ms. Dellomo received a one-time cash bonus $50,000.

~~Fiscal 2019 Bonuses~~

Messrs. Nelson and Krause each received an annual bonus equal to 50% of their respective annual base salaries and Ms. Dellomo received an annual bonus equal to 40% of her annual base salary pursuant to the terms of their employment agreements as the Company achieved an internal adjusted EBITDA amount of $3.4 million against an internal adjusted EBITDA target of $3.2 million that was set by our board of directors.

~~In connection with the completion of our IPO, Messrs. Nelson and Krause and Ms. Dellomo received cash bonuses of $300,000, $50,000 and $100,000, respectively.~~

~~Employment Arrangements~~

We have agreements with certain of our Named Executive Officers, which include provisions regarding post-termination compensation. We do not have a formal severance policy or plan applicable to our executive officers as a group. The following summaries of the employment agreements are qualified in their entirety by reference to the text of the employment agreements, as amended, which were filed as exhibits to the registration statement of which this prospectus is a part.

~~Shawn Nelson Employment Agreement~~

On October 2, 2019, we entered into a first amendment that amends Mr. Nelson's amended and restated employment agreement, dated October 26, 2017. The employment agreement has a term commencing on the date thereof and continuing until terminated (i) upon death of the employee, (ii) upon disability, (iii) for cause, (iv) with good reason or without cause, or (v) voluntarily. Mr. Nelson’s current annual base salary is $400,000 per year, this is subject to annual review by the board of directors pursuant to the amended and restated employment agreement. Mr. Nelson is eligible to receive an annual bonus of up to 75% of his base salary, provided that he achieves performance targets determined by the board of directors or the compensation committee. Upon achievement of at least 90% of all of the annual performance targets for the applicable completed fiscal year, the annual bonus in respect of such fiscal year shall be 20% of his base salary. In the event that the company achieves at least 100% of all of its annual performance targets for the applicable completed fiscal year, the annual bonus in respect of such fiscal year will be 60% of his base salary. In the event that the company achieves at least 110% of all of its annual performance targets for the applicable completed fiscal year, the annual bonus in respect of such fiscal year will be 75% of his base salary. Performance between 90% and 110% of the applicable performance targets will be interpolated relative to the next threshold on a linear basis and, in the case of multiple performance targets, by determining the average percentage achieved for the performance targets.

In connection with the execution of the amended and restated employment agreement, on October 26, 2017, Mr. Nelson was awarded 105,000 restricted stock units (“RSUs”) the terms of which are governed by the Company’s 2017 Equity Incentive Plan and the applicable grant agreement. Half of such RSUs are subject to time-based vesting and half are subject to performance vesting.

The employment agreement also contains, among other things, the following material provisions: (i) reimbursement for all reasonable travel and other out-of-pocket expenses incurred in connection with his employment; (ii) paid vacation leave; (iii) health benefits; and (iv) a severance payment equal to eighteen (18) months of base salary upon termination by Mr. Nelson for Good Reason or by the Company without Cause (as defined in the agreement), with restrictive covenants applicable for a corresponding period after termination.

~~Jack Krause Employment Agreement~~

On October 2, 2019, we entered into a first amendment that amends Mr. Krause’s amended and restated employment agreement, dated October 26, 2017. The employment agreement has a term commencing on the date thereof and continuing until terminated (i) upon death of the employee, (ii) upon disability, (iii) for cause, (iv) with good reason or without cause, or (v) voluntarily. Mr. Krause’s current annual base salary is $400,000 per year, this is subject to annual review by the board of directors pursuant to the amended and restated employment agreement. Mr. Krause is eligible to receive an annual bonus of up to 75% of his base salary, provided that he achieves performance targets determined by the board of directors or the compensation committee. Upon achievement of at least 90% of all of the annual performance targets for the applicable completed fiscal year, the annual bonus in respect of such fiscal year shall be 20% of his base salary. In the event that the company achieves at least 100% of all of its annual performance targets for the applicable completed fiscal year, the annual bonus in respect of such fiscal year will be 60% of his base salary. In the event that the Company achieves at least 110% of all of its annual performance targets for the applicable completed fiscal year, the annual bonus in respect of such fiscal year will be 75% of his base salary. Performance between 90% and 110% of the applicable performance targets will be interpolated relative to the next threshold on a linear basis and, in the case of multiple performance targets, by determining the average percentage achieved for the performance targets.

In connection with the execution of the amended and restated employment agreement, on October 26, 2017, Mr. Krause was awarded 105,000 RSUs the terms of which are governed by the Company’s 2017 Equity Incentive Plan and the applicable grant agreement. Half of such RSUs are subject to time-based vesting and half are subject to performance vesting.

The employment agreement also contains, among other things, the following material provisions: (i) reimbursement for all reasonable travel and other out-of-pocket expenses incurred in connection with his employment; (ii) paid vacation leave; (iii) health benefits; and (iv) a severance payment equal to twelve (12) months of base salary upon termination by Mr. Krause for Good Reason or by the Company without Cause (as defined in the agreement), with restrictive covenants applicable for a corresponding period after termination.

~~Donna L. Dellomo Employment Agreement~~

On October 2, 2019, we entered into a first amendment that amends Ms. Dellomo’s amended and restated employment agreement, dated October 26, 2017. The employment agreement has a term commencing on the date thereof and continuing until terminated (i) upon death of the employee, (ii) upon disability, (iii) for cause, (iv) with good reason or without cause, or (v) voluntarily. Ms. Dellomo’s current annual base salary is $375,000 per year, this is subject to annual review by the board of directors pursuant to the amended and restated employment agreement. Ms. Dellomo is eligible to receive an annual bonus of up to 60% of her base salary, provided that she achieves performance targets determined by the board of directors or the compensation committee. Upon achievement of at least 90% of all of the annual performance targets for the applicable completed fiscal year, the annual bonus in respect of such fiscal year shall be 15% of her base salary. In the event that the company achieves at least 100% of all of its annual performance targets for the applicable completed fiscal year, the annual bonus in respect of such fiscal year will be 50% of her base salary. In the event that the Company achieves at least 110% of all of its annual performance targets for the applicable completed fiscal year, the annual bonus in respect of such fiscal year will be 60% of her base salary. Performance between 90% and 110% of the applicable performance targets will be interpolated relative to the next threshold on a linear basis and, in the case of multiple performance targets, by determining the average percentage achieved for the performance targets.

In connection with the execution of the amended and restated employment agreement, on October 26, 2017, Ms. Dellomo was awarded 48,000 RSUs the terms of which are governed by the Company’s 2017 Equity Incentive Plan and the applicable grant agreement. Half of such RSUs are subject to time-based vesting and half are subject to performance vesting.

The agreement also contains, among other things, the following material provisions: (i) reimbursement for all reasonable travel and other out-of-pocket expenses incurred in connection with her employment; (ii) paid vacation leave; (iii) health benefits; and (iv) a severance payment equal to twelve (12) months of base salary upon termination by Ms. Dellomo for Good Reason or by the Company without Cause (as defined in the agreement), with restrictive covenants applicable for a corresponding period after termination.

~~Amended and Restated 2017 Equity Incentive Plan~~

Our Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”), was approved by our board of directors and our stockholders on August 26, 2017. In 2018, the 2017 Plan was amended to increase the shares of our common stock authorized and reserved for issuance under the 2017 Plan to 615,066 shares. In 2019 the 2017 Plan was amended and restated to, among other things, increase the shares of our common stock authorized and reserved for issuance under the 2017 Plan to 1,414,889 shares. As of February 2, 2020, there are 262,492 shares of our common stock remaining for issuance under the 2017 Plan.

It is intended to make available incentives that will assist us to attract, retain and motivate employees, including officers, consultants and directors. We may provide these incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other cash-based or stock-based awards.

Appropriate adjustments will be made in the number of authorized shares and other numerical limits in the 2017 Plan and in outstanding awards to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to awards which expire or are cancelled or forfeited will again become available for issuance under the 2017 Plan. The shares available will not be reduced by awards settled in cash or by shares withheld to satisfy tax withholding obligations. Only the net number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares will be deducted from the shares available under the 2017 Plan.

The 2017 Plan will be generally administered by the compensation committee of our board of directors. Subject to the provisions of the 2017 Plan, the compensation committee will determine in its discretion the persons to whom and the times at which awards are granted, the sizes of such awards and all of their terms and conditions. However, the compensation committee may delegate to one or more of our officers the authority to grant awards to persons who are not officers or directors, subject to certain limitations contained in the 2017 Plan and award guidelines established by the committee. The compensation committee will have the authority to construe and interpret the terms of the 2017 Plan and awards granted under it. The 2017 Plan provides, subject to certain limitations, for indemnification by us of any director, officer or employee against all reasonable expenses, including attorneys’ fees, incurred in connection with any legal action arising from such person’s action or failure to act in administering the 2017 Plan.

The 2017 Plan will authorize the compensation committee, without further stockholder approval, to provide for the cancellation of stock options or stock appreciation rights with exercise prices in excess of the fair market value of the underlying shares of common stock in exchange for new options or other equity awards with exercise prices equal to the fair market value of the underlying common stock or a cash payment.

Awards may be granted under the 2017 Plan to our employees, including officers, directors or consultants or those of any present or future parent or subsidiary corporation or other affiliated entity. All awards will be evidenced by a written agreement between us and the holder of the award and may include any of the following:

●

~~Stock options~~. We may grant nonstatutory stock options or incentive stock options (as described in Section 422 of the Internal Revenue Code), each of which gives its holder the right, during a specified term (not exceeding 10 years) and subject to any specified vesting or other conditions, to purchase a number of shares of our common stock at an exercise price per share determined by the administrator, which may not be less than the fair market value of a share of our common stock on the date of grant.

●

~~Stock appreciation rights~~. A stock appreciation right gives its holder the right, during a specified term (not exceeding 10 years) and subject to any specified vesting or other conditions, to receive the appreciation in the fair market value of our common stock between the date of grant of the award and the date of its exercise. We may pay the appreciation in shares of our common stock or in cash.

●

~~Restricted stock~~. The administrator may grant restricted stock awards either as a bonus or as a purchase right at such price as the administrator determines. Shares of restricted stock remain subject to forfeiture until vested, based on such terms and conditions as the administrator specifies. Holders of restricted stock will have the right to vote the shares and to receive any dividends paid, except that the dividends may be subject to the same vesting conditions as the related shares.

●

~~Restricted stock units~~. Restricted stock units represent rights to receive shares of our common stock (or their value in cash) at a future date without payment of a purchase price, subject to vesting or other conditions specified by the administrator. Holders of restricted stock units have no voting rights or rights to receive cash dividends unless and until shares of common stock are issued in settlement of such awards. However, the administrator may grant restricted stock units that entitle their holders to dividend equivalent rights.April 12, 2021.

●

~~Performance shares and performance units~~. Performance shares and performance units are awards that will result in a payment to their holder only if specified performance goals are achieved during a specified performance period. Performance share awards are rights whose value is based on the fair market value of shares of our common stock, while performance unit awards are rights denominated in dollars. The administrator establishes the applicable performance goals based on one or more measures of business performance enumerated in the 2017 Plan, such as revenue, earnings, gross margin, net income or total stockholder return. To the extent earned, performance share and unit awards may be settled in cash or in shares of our common stock. Holders of performance shares or performance units have no voting rights or rights to receive cash dividends unless and until shares of common stock are issued in settlement of such awards. However, the administrator may grant performance shares that entitle their holders to dividend equivalent rights.

FY 2021 PROXY
STATEMENT

●

~~Cash-based awards and other stock-based awards~~. The administrator may grant cash-based awards that specify a monetary payment or range of payments or other stock-based awards that specify a number or range of shares or units that, in either case, are subject to vesting or other conditions specified by the administrator. Settlement of these awards may be in cash or shares of our common stock, as determined by the administrator. Their holder will have no voting rights or right to receive cash dividends unless and until shares of our common stock are issued pursuant to the award. The administrator may grant dividend equivalent rights with respect to other stock-based awards.36

In the event of a change in control as described in the 2017 Plan, the acquiring or successor entity may assume or continue all or any awards outstanding under the 2017 Plan or substitute substantially equivalent awards. Any awards which are not assumed or continued in connection with a change in control or are not exercised or settled prior to the change in control will terminate effective as of the time of the change in control. The compensation committee may provide for the acceleration of vesting of any or all outstanding awards upon such terms and to such extent as it determines, except that the vesting of all awards held by members of the board of directors who are not employees will automatically be accelerated in full. The 2017 Plan also authorizes the compensation committee, in its discretion and without the consent of any participant, to cancel each or any outstanding award denominated in shares upon a change in control in exchange for a payment to the participant with respect to each share subject to the cancelled award of an amount equal to the excess of the consideration to be paid per share of common stock in the change in control transaction over the exercise price per share, if any, under the award.

The 2017 Plan will continue in effect until it is terminated by the administrator, provided, however, that all awards will be granted, if at all, within 10 years of its effective date. The administrator may amend, suspend or terminate the 2017 Plan at any time, provided that without stockholder approval, the plan cannot be amended to increase the number of shares authorized, change the class of persons eligible to receive incentive stock options, or effect any other change that would require stockholder approval under any applicable law or listing rule.

~~Outstanding Equity Awards at Fiscal Year-End~~

~~The following table sets forth for each Named Executive Officer certain information concerning the outstanding equity awards as of February 2, 2020.~~

Option Awards
Name Number of securities underlying unexercised options exercisable (#) Number of securities underlying unexercised options unexercisable (#) Equity incentive plan awards: Number of securities underlying unexercised unearned options
(#) Option exercise price
($) Option expiration date
Shawn Nelson — — 330,244 38.10 06/05/2029
Jack Krause — — 110,081 38.10 06/05/2029
Donna Dellomo — — 55,041 38.10 06/05/2029

Stock Awards
Name Number of shares or units of stock that have not vested (#) Market value of shares of units of stock that have not vested ($) Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Shawn Nelson — — 16,010 181,714
Jack Krause — — 16,010 181,714
Donna Dellomo — — 6,298 71,482

~~Retirement or Similar Benefit Plans~~

~~401(k) Plan~~

Our 401(k) Plan (the “TLC 401(k) Plan”), is designed to provide retirement benefits to all eligible full-time and part-time employees. The TLC 401(k) Plan provides employees with the opportunity to save for retirement on a tax-favored basis. The TLC 401(k) Plan calls for elective deferral contributions, safe harbor matching 100% contributions, not to exceed 4% of their compensation with immediate vesting, and profit-sharing contributions. All our employees (both full-time and part-time) (except for union employees and nonresident aliens) are eligible to participate in the TLC 401(k) Plan as of the day of the month they complete one (1) month of service and are over the age of 21.

~~Resignation, Retirement, Other Termination, or Change in Control Agreements~~

For a description of the material terms of each contract, agreement, plan or arrangement, whether written or unwritten, that provides for payment(s) to a named executive officer at, following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of the Company or a change in the named executive officer’s responsibilities following a change in control, see above under the heading “Employment Arrangements.”

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a description of transactions since February ~~3, 2018,~~1, 2020, to which we have been a party, in which the amount involved exceeds or will exceed $120,000 and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

~~Preferred Stock Financings~~Related Party Transactions Policy

~~In March 2017,~~We have adopted a policy with respect to the review, approval and ratification of related party transactions. Under the policy, the Audit Committee is responsible for reviewing and approving related party transactions. The policy applies to transactions, arrangements and relationships (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which the aggregate amount involved will, or may be expected to, exceed $120,000 with respect to any fiscal year, and in which we ~~issued an aggregate of 1,000,000 shares~~(or one of our ~~Series A-1 Preferred Stock at~~subsidiaries) are a ~~purchase price~~participant and in which a related party has or will have a direct or indirect material interest. In the course of ~~$10.00 per share for an aggregate purchase price of $10.0 million and warrants, as amended, to purchase 350,000 shares of our common stock at an exercise price equal to~~reviewing potential related party transactions, the ~~price per share~~Audit Committee will consider the nature of the ~~common stock~~related party’s interest in ~~our IPO,~~the transaction; the presence of standard prices, rates or $16.00. Between March 2017 and October 2017, we completed an offering of our Series A Preferred Stock and issued an aggregate of 923,000 shares of our Series A preferred stock at a purchase price of $10.00 per share for an aggregate purchase price of $9.2 million and warrants, as amended, to purchase 230,750 shares of our common stock at an exercise price of $16.00 per share. Between October 2017 and December 2017, we issued 623,500 shares of our Series A-2 Preferred Stock at a purchase price of $10.00 per share for an aggregate purchase price of $6.23 million and warrants, as amended, to purchase 218,225 shares of our common stock at an exercise price of $16.00 per share. The following table summarizes purchases of preferred stock by holders of more than five percent of our capital stock and their affiliated entities and our directors.

Name Series A Preferred Stock Series A-1 Preferred Stock Series A-2 Preferred Stock Aggregate Purchase Price
Shawn Nelson — — 5,000 $ 50,000
Jack A. Krause — — 1,500 15,000
Donna Dellomo — — 5,000 50,000
Entities affiliated with Satori Capital, LLC⁽¹⁾⁽²⁾ — 1,000,000 400,000 14,000,000
Entities affiliated with Mistral⁽³⁾⁽⁴⁾ 660,000 — 212,000 8,820,000

~~(1)~~

Consists of (a) 696,500 shares of Series A-1 Preferred Stock and 280,000 shares of Series A-2 Preferred Stock owned by Satori Capital Strategic Opportunities, LP (“Satori CSO”) and (b) 303,500 shares of Series A-1 Preferred Stock and 120,000 shares of Series A-2 Preferred Stock owned by Satori Capital III, LLC (“SCIII”). Satori Capital Strategic Opportunities GP, LLC (“Satori CSOGP”), is the general partner of Satori CSO and Satori Capital III GP, LLC (“SCIIIGP”), is the general partner of SCIII. SCGPM, LLC is the manager of Satori CSOGP and SCIIIGP and may be deemed to share voting and dispositive power with respect to the shares held by Satori CSO and SCIII.

~~(2)~~

~~Mr. Grafer, a director of the Company, is also a principal of Satori.~~

~~(3)~~

Consists of 300,000 shares of Series A Preferred Stock held by Mistral Sac Holdings LLC (“MSH”), 360,000 shares of Series A Preferred Stock owned by Mistral Sac Holdings 3, LLC (“MSH3”), and 212,000 shares of Series A-2 Preferred Stock owned by Mistral Sac Holdings 4, LLC (“MSH4”). Mistral Sac Carry, LLC (“MSC”) is the manager of MSH, MSH3 and MSH4. MSC is indirectly controlled by Mr. Heyer through Mistral Equity Partners, LP (“MEP”). By reason of the provisions of Rule 16a-1 of the Exchange Act, the Mistral Fund Entities may be deemed to be beneficial owners of certain of the securities that are deemed to be beneficially owned by MSH, MSH3 MSH4, and Mr. Heyer may be deemed to be the beneficial owner of any securities that may be deemed to be beneficially owned by MSH, MSH3, MSH4 and/or MSC. Mr. Heyer may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the securities reported as beneficially owned by MSH, MSH3 and MSH4 and may be deemed to have an indirect pecuniary interest in an indeterminate portion of the securities reported as beneficially owned by MSC.

~~(4)~~

Messrs. Heyer and Phoenix, each of whom is a director of the Company, are also principals of Mistral. Mr. Phoenix is also a director of Blueport Commerce, which is owned in part by investment vehicles affiliated with Mistral.

~~On April 19, 2018, we amended and restated~~charges or terms otherwise consistent with arms-length dealings with unrelated third parties; the ~~terms of our preferred stock to, among other things, revise the conversion features~~materiality of the ~~preferred stock. Immediately prior~~transaction to each party; the ~~closing of our IPO,~~reasons for the ~~preferred stock (i) accrued an additional amount of dividends equal to~~Company entering into the ~~amount of dividends that would have accrued and accumulated through and including~~transaction with the ~~one year anniversary~~related party; the potential effect of the ~~completion~~transaction on the status of ~~our IPO,~~a Director as an independent, outside or disinterested Director or committee member; and ~~(ii) automatically converted, along with~~any other factors the ~~aggregate accrued or accumulated and unpaid dividends thereon, into shares of common stock.~~Audit Committee may deem relevant.

On April 19, 2018, we agreed to amend and restate the warrants issued to our preferred stockholders. As a result, the warrants were amended to be set at a fixed number of shares with an exercise price of $16.00 per share.

~~Registration Rights Agreement~~

In connection with the preferred stock financings discussed above we have entered into amended and restated registration rights agreements with each investor in the financing, including entities affiliated with Satori and Mistral. As described in more detail below, the registration rights agreements provide the holders of preferred stock and the common stock warrants issued in connection therewith with piggyback and demand registration rights as to the common stock issuable upon conversion of the preferred stock and exercise of the common stock warrants.

Monitoring and Management Services Agreements

On May 24, 2010, Sac Acquisition LLC and Mistral Capital Management, LLC ~~or Mistral,~~(“Mistral”) entered into a monitoring and management services agreement, as amended on January 25, 2016, (the “Monitoring Agreement”). The Monitoring Agreement was subsequently assumed by the Company, along with Sac Acquisition LLC’s other liabilities. Certain of our directors are members and principals of Mistral. Pursuant to the terms of the Monitoring Agreement, Mistral agreed to provide certain monitoring and financial advisory services in exchange for an annual fee of $400,000 (the “Monitoring Fee”) and the reimbursement of reasonable out-of-pocket expenses incurred in connection with the performance of services under the Monitoring Agreement. The Monitoring Agreement provides for customary exculpation and indemnification provisions in favor of Mistral and each of its affiliates and automatically renews on an annual basis unless terminated by Mistral.

Pursuant to the Monitoring Agreement, Mistral was also entitled to a fee of $500,000 in connection with the refinancing of the Company’s credit agreement. This fee was paid at the closing of our IPO.

The parties amended and restated the Monitoring Agreement effective upon the consummation of our IPO (the “A&R Monitoring Agreement”). Under the arrangement, Mistral agreed to terminate its right of first offer to act as financial advisor to the Company and, for so long as Mistral is receiving the Monitoring Fee, Mistral agreed that none of its officers or employees will accept cash director fees from the Company for their service as directors of the Company. The Monitoring Fee ~~will continue~~continued at its current rate during the term of the A&R Monitoring ~~Agreement. The A&R Monitoring~~ Agreement ~~will terminate~~which ended on January 31, 2021.

For services rendered under the A&R Monitoring Agreement, Mistral received fees ~~totaling~~totalling $444,140 during fiscal ~~2020,~~2021, which included $44,140 of reimbursable out of pocket expenses.

On March 30, 2017, the Company and Satori Capital, LLC ~~or Satori,~~(“Satori”), entered into a letter agreement (the “Letter Agreement”) pursuant to which, among other things, Satori would provide certain monitoring and financial advisory services in exchange for an annual fee of $100,000 and the reimbursement of reasonable out-of-pocket expenses incurred in connection with the performance of services under the agreement. One of our directors is a principal of Satori. The ~~letter agreement~~Letter Agreement provided for customary exculpation and indemnification provisions in favor of Satori and each of their respective affiliates. ~~Satori’s monitoring and financial advisory services fees will terminate at the same time as the A&R Monitoring Agreement.~~

On June 22, 2018, the Company and Satori amended the ~~letter agreement,~~Letter Agreement (the “A&R Letter Agreement”), to grant to Satori 50,000 shares of common stock, in connection with the performance of services to the Company. In addition, pursuant to Satori’s ~~letter agreement,~~A&R Letter Agreement, Satori was paid a fee of $125,000 at the same time that Mistral was paid its fee relating to refinancing of the Company’s credit agreement.

For services rendered to the Company, Satori received fees ~~totaling $170,000~~totalling $159,947 during fiscal ~~2020~~2021 which included ~~$70,000~~$51,614 of reimbursable out of pocket expenses. The A&R Letter Agreement with Satori ended on January 31, 2021.

Blueport Commerce Agreement

On November 16, 2016, the Company engaged Blueport Commerce (“Blueport”), a company owned in part by investment vehicles affiliated with Mistral ~~and an affiliate of Schottenstein Stores Corporation, an indirect investor in Sac Acquisition LLC,~~ to evaluate a transition plan to convert to the Blueport platform. ~~Certain~~One of our directors ~~are members~~is a member and ~~principals~~principal of Mistral ~~or employees of Schottenstein Stores Corporation. Mr. Phoenix~~ and ~~Mr. Rubin, directors of the Company, are also directors~~one is a director of Blueport. The Company launched on the Blueport platform in February 2018. There were ~~$1,833,154~~$2,143,392 of fees incurred with Blueport for sales transacted through the Blueport platform during fiscal ~~2020.~~2021. There was an additional $663,572 of fees incurred with Blueport during fiscal 2021 related to our early termination of the Blueport agreement in order to launch a new enhanced ecommerce platform. There were no amounts payable as of January 31, 2021.

FY 2021 PROXY
STATEMENT

Proposal 3

~~Employment Agreements~~RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has appointed Marcum LLP as the independent registered public accounting firm to audit the consolidated financial statements of our Company for the fiscal year ending January 30, 2022 and recommends that stockholders vote in favor of the ratification of such appointment. Stockholder ratification of the selection of Marcum LLP as our independent registered public accounting firm is not required by law or otherwise. However, the Board, upon the recommendation of the Audit Committee, is submitting the selection of Marcum LLP to stockholders for ratification as a matter of good governance. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection. We anticipate that representatives of Marcum LLP will be present at the Annual Meeting, will have the opportunity to make a statement if they desire, and will be available to respond to appropriate questions.

Fees

We ~~have entered into employment agreements~~regularly review the services and fees from our independent registered public accounting firm, Marcum LLP. These services and fees are also reviewed with ~~certain of our executive officers. See “Executive Compensation-Employment Arrangements.”~~

~~Related Party Transactions Policy~~the Audit Committee annually. In accordance with standard policy, Marcum LLP periodically rotates the individuals who are responsible for the Company’s audit.

~~We have adopted a policy~~In addition to performing the audit of the Company’s consolidated financial statements, Marcum LLP provided various other services during fiscal 2021 and 2020. The Audit Committee has determined that Marcum LLP’s provision of these services, which are described below, does not impair Marcum LLP’s independence with respect to the ~~review, approval~~Company.

The following table shows the aggregate fees paid or accrued for audit and other services provided for fiscal 2021 and 2020:

	FY2021		FY2020
Audit fees⁽¹⁾	$	280,933	$	305,125
Audit-related fees⁽²⁾		12,875		12,875
Tax fees		—		—
All other fees		—		—
Total fees	$	293,808	$	318,600

(1)

Audit fees for fiscal 2021 and 2020 consisted of fees for the audit of the Company’s annual consolidated financial statements, including audited financial statements presented in our 2021 Annual Report, review services in connection with quarterly Form 10-Qs and services that are normally provided in connection with regulatory filings, including registration statements, for those years.

(2)

Audit-related fees for fiscal years 2021 and 2020 consisted primarily of the audits of certain employee benefit plans.

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. All of the services relating to the fees described in the table above were approved by the Audit Committee in accordance with the Audit Committee’s pre-approval policy.

Vote Requirement

Approval of the ratification of ~~related party transactions. Under~~ the ~~policy,~~appointment of Marcum LLP as our independent registered public accounting firm requires the ~~audit committee~~affirmative vote of a majority of the shares present at the meeting or represented by proxy and entitled to vote on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2022.

FY 2021 PROXY
STATEMENT

Other Matters

REPORT OF THE AUDIT COMMITTEE

This report of the Audit Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act, or under the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

The principal purpose of the Audit Committee is to assist the Board of Directors in its oversight of (i) the integrity of our accounting and financial reporting processes and the audits of our financial statements; (ii) our system of disclosure controls and internal controls over financial reporting; (iii) our compliance with legal and regulatory requirements; (iv) the qualifications and independence of our independent auditor; (v) the performance of our independent auditor; and (vi) the business practices and ethical standards of the Company. The Audit Committee is responsible for ~~reviewing~~the appointment, compensation, retention and ~~approving related party transactions.~~oversight of work of the Company’s independent auditor. The ~~policy applies to transactions, arrangements~~Audit Committee’s function is more fully described in its charter.

Our management is responsible for the preparation, presentation and relationships (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which the aggregate amount involved will, or may be expected to, exceed $120,000 with respect to any fiscal year, and in which we (or oneintegrity of our ~~subsidiaries) are a participant and in which a related party has or will have a direct or indirect material interest. In~~financial statements, for the ~~course of reviewing potential related party transactions, the audit committee will consider the nature~~appropriateness of the ~~related party’s interest~~accounting principles and reporting policies that we use and for establishing and maintaining adequate internal control over financial reporting. Marcum LLP, or Marcum, our independent registered public accounting firm for the year ending January 31, 2021, was responsible for performing an independent audit of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2021 and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

The Audit Committee has reviewed and discussed with management our audited financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2021.

The Audit Committee has also reviewed and discussed with Marcum the audited financial statements in the ~~transaction;~~Form 10-K. In addition, the ~~presence of standard prices, rates or charges or terms otherwise consistent~~Audit Committee discussed with ~~arms-length dealings with unrelated third parties; the materiality~~Marcum those matters required to be discussed under applicable standards of the ~~transaction~~Public Company Accounting Oversight Board (the “PCAOB”). Additionally, Marcum provided to ~~each party;~~ the ~~reasons~~Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding Marcum’s communications with the Audit Committee concerning independence. The Audit Committee also discussed with Marcum its independence from the Company.

THE AUDIT COMMITTEE

Walter McLallen, Chair

Mary Fox
William Phoenix
Shirley Romig

FY 2021 PROXY
STATEMENT

Delinquent Section 16(a) Reports

Section 16(a) of the ~~transaction~~Exchange Act requires directors, certain officers and ten percent stockholders to file reports of ownership and changes in ownership with the ~~related party;~~SEC. Based upon a review of filings with the ~~potential effect~~SEC and/or written representations that no other reports were required, we believe that all reports for the Company’s officers and directors that were required to be filed under Section 16 of the ~~transaction on~~Exchange Act were timely filed for fiscal 2021, except for the ~~status of a director as an independent, outside or disinterested director or committee member;~~following: for Mr. Phoenix, two Form 4s representing three transactions; for Mr. Krause, one Form 4 representing two transactions; for Ms. Romig, one Form 3 and ~~any other factors the audit committee may deem relevant.~~two Form 4s representing three transactions; for Ms. Fox, one Form 3 and two Form 4s representing 3 transactions; and for Mr. McLallen, one Form 3.

~~STOCKHOLDER PROPOSALS~~Stockholder Proposals for Fiscal 2022 Annual Meeting of Stockholders

Stockholder proposals for inclusion in the Company’s Proxy Statement and form of proxy pursuant to Rule 14a-8 of the Exchange Act relating to the Company’s ~~2021 annual meeting~~fiscal 2022 Annual Meeting of ~~stockholders~~Stockholders to be held in ~~2021~~2022 must be received by the Company at the principal executive offices of the Company no later than the close of business on ~~March 9, 2021.~~February 7, 2022. Stockholders wishing to make a director nomination or bring a proposal before the annual meeting to be held in ~~2021~~fiscal 2022 (but not include it in the Company’s proxy materials) must provide written notice of such proposal to the Secretary of the Company at the principal executive offices of the Company not later than the close of business on March 9, ~~2021~~2022 and not earlier than the close of business on February ~~6, 2021.~~7, 2022. However, if the Company changes the date of the ~~2021 annual meeting~~2022 Annual Meeting of ~~stockholders~~Stockholders to a date more than 30 days before or after the anniversary of the ~~2020~~fiscal 2021 Annual Meeting, then such notice must be so delivered not earlier than the close of business on the 120^th day prior to such annual meeting and not later than the close of business on the later of the 90^thday prior to such annual meeting or the 10^th day following the date on which public announcement of the date of such meeting is first made by the Company. Any matter so submitted must comply with the other provisions of ~~the Company’s bylaws~~our By-Laws and be submitted in writing to the Secretary at the principal executive offices. Proposals should be addressed to The Lovesac Company, Two Landmark Square, Suite 300, Stamford, Connecticut, 06901.

~~STOCKHOLDER COMMUNICATIONS~~Stockholder Communications

Any security holder of the Company wishing to communicate with the ~~board~~Board of ~~directors~~Directors may write ~~to the board of directors at~~to: Board of Directors, c/o Secretary, Two Landmark Square, Suite 300, Stamford, Connecticut 06901, or by email at InvestorRelations@lovesac.com. The Secretary will maintain a log of such communications and transmit as soon as practicable such communications to the identified director addressee(s), unless there are safety or security concerns that mitigate against further transmission of the communication, as determined by the Secretary. The board of directors or individual directors so addressed will be advised of any communication withheld for safety or security reasons as soon as practicable.

~~WHERE YOU CAN FIND MORE INFORMATION~~Where You Can Find More Information

We file annual, quarterly and current reports, proxy statements and other information with the SEC under the ~~Securities~~ Exchange ~~Act of 1934, as amended.~~

Act. We make available free of charge on or through our Internet website,https://investor.lovesac.com,, our reports and other information filed with or furnished to the SEC and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC’s Internet website,www.sec.gov, also contains reports, proxy statements and other information about issuers, like us, who file electronically with the SEC.

~~OTHER MATTERS~~

We currently know of no other matters to be voted on at the ~~2020~~2021 Annual Meeting. If any other matters properly come before the meeting, the persons named in the form of proxy intend to vote the shares they represent as the ~~board~~Board of ~~directors~~Directors may recommend. Discretionary authority with respect to such other matters is granted by execution of the proxy.

	BY ORDER OF THE BOARD OF DIRECTORS,

	/s/ Shawn Nelson
April 26, 2021 Stamford, CT	Shawn Nelson Chief Executive Officer
~~May 22, 2020~~
~~Stamford, CT~~

~~APPENDIX A~~

~~FIRST AMENDMENT TO THE LOVESAC COMPANY~~

~~AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN~~

WHEREAS, The Lovesac Company, a Delaware corporation (the “Company”), sponsors the Amended and Restated 2017 Equity Incentive Plan, which was adopted by the Board of Directors of the Company (the “Board”) approved by the Company’s stockholders on June 5, 2019 (the “Plan”);

~~WHEREAS, pursuant to Section 17 of the Plan, the Board may amend the Plan, with stockholder approval, to increase the aggregate number of shares authorized for issuance under the Plan; and~~

~~WHEREAS, the Board wishes to amend the Plan to increase the number of shares available for awards under the Plan by 690,000 shares;~~

~~NOW, THEREFORE, effective June 4, 2020, the Section 4.1 of the Plan is amended and restated in its entirety to read as follows:~~

~~“4.1~~ ~~Maximum Number of Shares Issuable.~~ Subject to adjustment as provided in Sections 4.2 and 4.3, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be equal to 2,104,889 shares and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof.

~~IN WITNESS WHEREOF, this First Amendment to the Plan has been executed on behalf of the Company this __ day of June 2020.~~

	~~THE LOVESAC COMPANY~~
	FY 2021 PROXY STATEMENT
	~~By:~~
	~~Name:~~
	~~Title:~~	40

☐☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:


☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF THREE WAYS:

Refer to the enclosed proxy materials or information provided by your broker or other holder of record to see which voting methods are available to you.	INTERNET Visit the website on your proxy card	BY TELEPHONE Call the telephone number on your proxy card	BY MAIL Sign, date and return your proxy card in the enclosed envelope

TABLE OF CONTENTS			1

GENERAL INFORMATION			3

PROPOSAL 1: ELECTION OF DIRECTORS			7
BOARD COMPOSITION			7
REQUIRED QUALIFICATIONS FOR BOARD MEMBERSHIP			7
KEY QUALIFICATIONS FOR BOARD MEMBERSHIP			7
BOARD DIVERSITY			8
DIRECTOR NOMINEES			8
VOTE REQUIREMENT			11

PROPOSAL 2: AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION			12
VOTE REQUIREMENT			12

CORPORATE GOVERNANCE			13
GOVERNANCE HIGHLIGHTS			13
DIRECTOR INDEPENDENCE			13
BOARD MEETINGS			13
SELF-EVALUATION PROCESS			14
BOARD LEADERSHIP STRUCTURE			14
BOARD’S ROLE IN RISK OVERSIGHT			14
BOARD COMMITTEES			15
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			16
CONSIDERATIONS IN EVALUATING DIRECTOR NOMINEES			16
CODE OF BUSINESS CONDUCT AND ETHICS			17
DIRECTOR COMPENSATION			17
DIRECTOR COMPENSATION TABLE FOR FISCAL 2021			19

EXECUTIVE OFFICERS			20

EXECUTIVE COMPENSATION			21
EXECUTIVE SUMMARY			21
FISCAL 2021 BUSINESS HIGHLIGHTS			21
EXECUTIVE COMPENSATION POLICIES AND PRACTICES			22
OUR COMPENSATION OBJECTIVES			23
ELEMENTS OF COMPENSATION			23
COMPENSATION DECISION-MAKING			25
ROLE OF THE COMPENSATION COMMITTEE			25
ROLE OF THE COMPENSATION CONSULTANT			25
COMPENSATION PEER GROUP			26
FISCAL 2021 COMPENSATION			26
BASE SALARIES			26
ANNUAL INCENTIVE PLAN (AIP) COMPENSATION			26
FISCAL 2021 AIP AWARDS			27
LONG-TERM INCENTIVE COMPENSATION			27
FISCAL 2021 PSU AND RSU AWARDS			28
FISCAL 2020 PSU AWARDS			29
RETIREMENT OR SIMILAR BENEFIT PLANS			29
OTHER COMPENSATION POLICIES			29
ASSOCIATE BENEFITS			29
CLAWBACK POLICY			29
INSIDER TRADING, ANTI-HEDGING AND PLEDGING POLICIES			30
CEO SUCCESSION PLANNING			30

		Executive Leadership		Experience leading and building high functioning teams, developing interdisciplinary long-range strategic plans, policy development and people management.

		Business Operations		Experience with day-to-day operational execution of long-range plans and targets, leading sourcing, distribution and transportation strategy, and developing real estate strategy and assessing and negotiating real estate leases.

		Marketing and Sales		Experience developing and executing digital marketing strategies, managing the customer experience, brand management, developing sales plans and promotions to meet financial targets, ecommerce.

		Environmental, Social and Governance		Experience in environmental and sustainability practices, fostering diversity and inclusion culture and programs, and providing accountability and transparency and protecting shareholder interests.

		Technology and Security		Experience in safeguarding the generation, transmission and distribution of digital assets. Knowledge and experience in the strategic use and governance of information management and information technology

		Accounting, Finance and Internal Controls		Experience evaluating financial statements and capital structure, overseeing financial reporting, fundraising across debt and equity markets, investor relations, assessing internal controls and regulatory compliance, and risk valuation and risk management oversight.

	Sincerely yours,

	/s/ Shawn Nelson
	Shawn Nelson Chief Executive Officer

	~~By Order of the Board of Directors~~

	~~/s/ Shawn Nelson~~
	~~Shawn Nelson~~ ~~Chief Executive Officer~~ ~~May 22, 2020~~

COMPENSATION COMMITTEE REPORT			30
SUMMARY COMPENSATION TABLE			31
GRANTS OF PLAN-BASED AWARDS			32
EXECUTIVE EMPLOYMENT ARRANGEMENTS			33
AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN			33
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END			34

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			35

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			37
RELATED PARTY TRANSACTIONS POLICY			37
MONITORING AND MANAGEMENT SERVICES AGREEMENTS			37
BLUEPORT COMMERCE AGREEMENT			37

PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			38
FEES			38
VOTE REQUIREMENT			38

OTHER MATTERS			39
REPORT OF THE AUDIT COMMITTEE			39
DELINQUENT SECTION 16(a) REPORTS			40
STOCKHOLDER PROPOSALS FOR FISCAL 2022 ANNUAL MEETING OF STOCKHOLDERS			40
STOCKHOLDER COMMUNICATIONS			40
WHERE YOU CAN FIND MORE INFORMATION			40

Diversity	Independence	Mix of Ages

		40 – 49
2 of 7 female and 1 ethnically diverse	5 of 7 independent director nominees	50 – 59
		60 +
2 females hold board leadership positions as Committee Chairs	All 3 Board committees are independent	Average Age: 52

Name	Age	Title	Director Since
Shawn Nelson	42	Chief Executive Officer and Director	2017
Andrew Heyer	61	Chairman of the Board of Directors	2017
John Grafer	50	Director	2017
Mary Fox	47	Director	2020
Walter McLallen	54	Director	2019
William Phoenix	61	Director	2017
Shirley Romig	42	Director	2019

ü	5 out of 7 directors and 100% of our Audit, Compensation and Nominating Committees are independent
ü	Regular Board executive sessions are held without management present
ü	A separate Chairman of the Board leads board activities allowing our CEO to focus on our business
ü	A Board Diversity Statement supports the identification and appointment of diverse candidates to our Board
ü	Our Board and management are subject to a Code of Business Conduct and Ethics
ü	Our Insider Trading Policy restricts stock trading to quarterly windows and requires mandatory pre-clearance
ü	Stockholders have the same voting rights – one vote per share
ü	We annually seek stockholder ratification of our independent registered public accounting firm
ü	We do not maintain a stockholder rights plan or “poison pill”
ü	Director compensation is reviewed annually by our Compensation and Nominating Committees
ü	Our Board and each committee conduct an annual self-evaluation of performance

Audit Committee		5 meetings in fiscal 2021
Fiscal 2021 Members:	Key Oversight Responsibilities

William D. McLallen, Chair Mary Fox	§	Appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;
William Phoenix Shirley Romig	§	Overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;
	§	Reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
	§	Monitoring our internal control over financial reporting, disclosure controls and procedures and Code of Ethics compliance;
	§	Overseeing our internal accounting function;
	§	Discussing our risk management policies;
	§	Meeting independently with our internal accounting staff, independent registered public accounting firm and management;
	§	Establishing policies regarding hiring associates from our independent registered public accounting firm and procedures for the receipt and retention of accounting-related complaints and concerns;
	§	Reviewing and approving or ratifying related party transactions; and
	§	Preparing the Audit Committee Report as required by SEC rules.

Compensation Committee	●	~~appointing,~~	13 meetings in fiscal 2021
Fiscal 2021 Members:		Key Oversight Responsibilities

Mary Fox, Chair		§	Overseeing our overall compensation philosophy, compensation policies, plans and benefits programs;
John Grafer William Phoenix		§	Reviewing and approving for our executive officers: the annual base salary, short-term incentive awards, equity compensation, severance agreements, change in control arrangements, and any other benefits, compensation or similar arrangements
Shirley Romig		§	Overseeing evaluations of our senior executives;
		§	Overseeing and administering our equity incentive plans;
		§	Reviewing and assessing the independence of ~~our registered public accounting firm;~~compensation advisors;

	●	~~reviewing~~ and making recommendations to the Board regarding our ~~board~~governance principles;
Mary Fox		§	Developing, recommending to the Board, implementing and monitoring compliance with ~~respect~~the Code of Ethics;
Walter McLallen		§	Reviewing and advising the Board on composition and minimum director qualifications for the Board and each Board committee;
		§	Identifying nominees for election to the Board, consistent with the qualifications and criteria approved by the Board and recommending to the Board the director ~~compensation;~~nominees for the next annual meeting of stockholders;
		§	Reviewing and evaluating, at least annually, the Nominating Committee’s charter; and

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Andrew Heyer		—		120,000		—		—		—		—		120,000
John Grafer		—		120,000		—		—		—		—		120,000
William Phoenix		—		120,000		—		—		—		—		120,000
Walter McLallen		50,000		120,000		—		—		—		—		170,000
Jared Rubin		—		120,000		—		—		—		—		120,000
Shirley Romig		40,000		120,000		—		—		—		—		160,000

Board Committee	Chair Retainer ($)
Audit Committee		10,000
Compensation Committee		5,000
Nominating and Governance Committee		5,000

Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾⁽³⁾		Total ($)
Mary Fox		86,667		131,109		217,776
John Grafer		—		260,175		260,175
Andrew Heyer		—		260,175		260,175
Walter McLallen		50,000		73,608		123,608
William Phoenix		—		260,175		260,175
Shirley Romig		45,000		73,608		118,608

Name	Aggregate Number of Stock Awards Outstanding as of 1/31/21
Mary Fox		5,748
John Grafer		8,203
Andrew Heyer		8,203
Walter McLallen		5,748
William Phoenix		8,203
Shirley Romig		5,748

Key Equity Metrics:	As of May 15, 2020 including the New Share Request⁽¹⁾			Fiscal Year 2020			Fiscal Year 2019
Equity Run Rate⁽²⁾		NA			5.1	%		3.1	%
Outstanding Overhang⁽³⁾		4.5	%		4.4	%		2.7	%
Total Potential Dilution under Employee Stock Plans⁽⁴⁾		9.9	%		6.1	%		3.0	%

Name	Age	Position
Shawn Nelson	44	Chief Executive Officer
Jack Krause	58	President and Chief Operating Officer
Donna Dellomo	56	Executive Vice President, Chief Financial Officer, Treasurer and Secretary

	Shawn Nelson founded Lovesac in 1998 and is currently serving as our Chief Executive Officer and as a member of the Board of Directors. Mr. Nelson is the lead designer of the Company’s patented products and directly oversees design, innovation, public relations, investor relations and people/culture. In 2005, Mr. Nelson won Richard Branson’s “The Rebel Billionaire” on Fox and continues to participate in ongoing TV appearances. Mr. Nelson has a Master’s Degree in Strategic Design and Management and is a graduate-level instructor at Parsons, The New School for Design in New York City. Mr. Nelson is also fluent in Chinese with a B.A. in Mandarin from the University of Utah.

	Jack Krause has served as President and Chief Operating Officer of the Company since 2015. From 2012 to 2015, Mr. Krause served as President of Vitamin World, a 425-store specialty chain. From 2011 to 2013, he served as Senior Vice President of Watch Station Global Retail and Skagen, where he led the growth of both businesses. From 2008 to 2010, Mr. Krause served as General Manager and in various executive positions at Sunglass Hut (Luxottica). From 2004 to 2006, Mr. Krause served in roles of increasing responsibility at Bath and Body Works, including Senior Vice-President of Brand Development. Prior to that, he spent 10 years in brand management at Jergens and Marion Consumer Products. Mr. Krause has a Bachelor of Science in Business Administration from Miami University.

	Donna Dellomo is currently serving as Executive Vice President, Chief Financial Officer, Treasurer and Secretary of the Company since 2017. From January 1998 to January 2017, Ms. Dellomo served as Vice-President and Chief Financial Officer of Perfumania Holdings, Inc., a publicly traded company with over 290 retail locations, owned and licensed brands and a wholesale distribution network. Between October 1988 and December 1997, Ms. Dellomo served as Internal Audit Manager, Accounting Manager and Corporate Controller at Cybex International, Inc., a publicly traded company that manufactured and distributed fitness, rehabilitative and health care equipment. Ms. Dellomo is a Certified Public Accountant with focus on audit and tax and is also a member of the Board of Trustees of Molloy College and Chairperson of Molloy’s Fiscal Affairs and Audit Committee.

WHAT WE DO		WHAT WE DON’T DO
ü	Place significant emphasis on performance-based at-risk, short-term cash incentive compensation	☒	No executives are permitted to engage in hedging or derivatives trading with respect to Company stock per our Insider Trading Policy
ü	Have 100% independent Directors on our Compensation Committee	☒	No tax gross-ups for change in control payments or benefits
ü	Engage an independent compensation consultant that reports to our Compensation Committee	☒	No post-employment retirement or pension type benefits for our executive officers that are not available to our associates generally
ü	Have a clawback policy in place	☒	There are no perquisites offered to our NEOs

Component	CEO / COO⁽¹⁾	CFO⁽¹⁾	Description
Base Salary			Fixed compensation for performing day-to-day job responsibilities. Reviewed annually for potential adjustment based on market competitiveness, change in responsibilities and other factors.
Annual Incentive			Annual performance-based award opportunity based on achievements related to Company performance metrics and targets established by the Compensation Committee.
Long-Term Incentives			Equity awards designed to reward executives for strong long-term performance, serve as a retention tool and to align the interests of executives and stockholders.

Component	Type	Terms
Salary	Cash	Fixed amount of compensation, reviewed annually for potential adjustment based on market competitiveness, changes in responsibilities and other factors.
Annual Incentive	Cash	Annual performance-based award opportunity based on achievements with respect to the Company’s net sales and adjusted EBITDA performance.
Long-Term Incentives	Time-based Restricted Stock Units (RSUs)	Time-based RSUs vest in three equal installments over three years subject to continued employment through each vesting date. RSUs are payable in shares of Company stock upon vesting. Unvested RSUs are forfeited upon termination from the Company.
	Performance-based RSUs (PSUs)	Eligible to vest based on the Company’s achievements with respect to net sales and adjusted EBITDA targets pre-established by the Compensation Committee for the applicable performance period. Once vested, PSUs are payable in shares of Company stock. Unearned PSUs are forfeited.
	Stock Options	Eligible to vest on the third anniversary of the grant date if the average closing price of Company stock has been at least $75 for 40 consecutive trading days during the period beginning on the date of grant and ending on the third anniversary of the grant date, subject to continued service with the Company. Provides the opportunity to receive any appreciation in value between the stock price on the date of grant and the date the shares issued upon exercise of the option are sold. No new stock options were granted during fiscal 2021.
Retirement	401(k)	A qualified safe harbor 401(k) plan that provides participants with the opportunity to defer a portion of their compensation and receive a Company matching contribution equal to 100% of deferrals up to 4% of gross pay.

	Payout Levels based on Performance Levels ⁽¹⁾
	Threshold				Target				Stretch				Maximum
Name	Performance		Payout		Performance		Payout		Performance		Payout		Performance		Payout
Shawn Nelson		50% of target	$	122,400		100% of target	$	244,800		150% of target	$	367,200		200% of target	$	408,000
Jack Krause			$	122,400			$	244,800			$	367,200			$	408,000
Donna Dellomo			$	95,625			$	191,250			$	286,875			$	382,500

Metrics	Weight	Performance Levels⁽²⁾								Actual Results	Weighted Payout Percent
Net Sales(Growth measure)	50%		Threshold:	$	290	M	=	50	%	$320.7M	100%
			Target:	$	305	M	=	100	%
			Stretch:	$	317	M	=	150	%
			Maximum:	$	320	M	=	200	%
Adjusted EBITDA⁽¹⁾(Profitability-related measure)	50%		Threshold:				—	50	%	$28.3	100%
			Target:	$	5	M	=	100	%
			Stretch:	$	6.8	M	=	150	%
			Maximum:	$	9	M	=	200	%
Total Performance Percent											200%

FISCAL 2021 LONG-TERM INCENTIVE TARGET AWARD VALUES	RSU ($)		PSU ($)		Total Value ($)
Shawn Nelson		370,106		671,632		1,041,738
Jack Krause		370,106		671,632		1,041,738
Donna Dellomo		173,540		456,222		629,762

Metrics	Weight	Performance Ranges							Actual Results		Payout Percent
Net Sales (Growth measure)	50%	Threshold:	$	275	M	=	50	%		$320.7M		50%
	50%	Target:	$	305	M	=	100	%		$320.7M		50%
Adjusted EBITDA⁽¹⁾(Profitability measure)	50%	Threshold:	$	4.5	M	=	50	%		$28.3M		50%
	50%	Target:	$	5	M	=	100	%		$28.3M		50%
Total Payout Percent												100%

											Non-Equity
Name and							Stock		Option		Incentive Plan		All Other
Principal			Salary		Bonus		Awards		Awards		Compensation		Compensation		Total
Position	Year		($)⁽¹⁾		($)		($)⁽²⁾		($)		($)⁽³⁾		($)⁽⁴⁾		($)
Shawn Nelson		2021		341,847		—		1,266,865		—		408,000		10,914		1,619,626
Chief Executive Officer		2020		382,692		—		1,985,408		2,285,288		—		14,431		4,667,819
		2019		350,000		300,000		1,764,442		—		175,000		12,285		2,601,727
Jack Krause		2021		341,847		—		1,266,865		—		408,000		10,914		1,619,626
President and Chief		2020		382,692		—		721,851		761,761		—		14,431		1,880,735
Operating Officer		2019		350,000		50,000		700,185		—		175,000		17,077		1,292,262
Donna Dellomo		2021		320,478		—		762,092		—		382,500		11,444		1,094,014
EVP and Chief		2020		357,692		50,000		351,824		380,884		—		14,431		1,154,831
Financial Officer		2019		325,000		100,000		336,083		—		130,000		16,700		907,783

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or		Grant Date Fair Value of Stock and Option
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		Units (#)⁽⁴⁾		Awards ($)⁽⁵⁾
Shawn Nelson
AIP	06/05/2020		122,400		244,800		408,000		—		—		—		—		—
RSU	06/05/2020		—		—		—		—		—		—		21,434		382,383
PSU1⁽²⁾	06/05/2020		—		—		—		10,716		21,433				—		382,365
PSU2⁽³⁾	06/05/2020		—		—		—		—		24,759		—		—		441,701
RSU	04/14/2020		—		—		—		—		—		—		9,338		60,417
Jack Krause
AIP	06/05/2020		122,400		244,800		408,000		—		—		—		—		—
RSU	06/05/2020		—		—		—		—		—		—		21,434		382,383
PSU1⁽²⁾	06/05/2020		—		—		—		10,716		21,433				—		382,365
PSU2⁽³⁾	06/05/2020		—		—		—		—		24,759		—		—		441,701
RSU	04/14/2020		—		—		—		—		—		—		9,338		60,417
Donna Dellomo
AIP	06/05/2020		95,625		191,250		382,500		—		—		—		—		—
RSU	06/05/2020		—		—		—		—		—		—		8,166		145,681
PSU1⁽²⁾	06/05/2020		—		—		—		4,082		8,165				—		145,664
PSU2⁽³⁾	06/05/2020		—		—		—		—		23,212		—		—		414,102
RSU	04/14/2020		—		—		—		—		—		—		8,755		56,645

	Number of RSUs and options		Grant Date Fair Value ($)⁽¹⁾
Named Executive Officers:
Shawn Nelson, Chief Executive Officer		694,745		7,171,763
Jack Krause, President and Chief Operating Officer		288,445		3,320,421
Donna Dellomo, Executive Vice President and Chief Financial Officer		142,133		1,588,390
All Current Executive Officers as a Group (3 persons)		1,125,323		12,080,575
Non-Employee Directors as a Group (6 persons)		38,940		720,000
All Non-Executive Officer Employees as a Group		225,864		3,430,084

		Option Awards								Stock Awards
Name	Grant Date	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options (#) Unexercisable⁽¹⁾		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)⁽²⁾		Market Value of Shares of Stock That Have Not Vested ($)⁽³⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽⁶⁾
Shawn Nelson	6/05/2019		330,224		38.10		6/05/2029		5,337		301,754		2,669			150,905
	6/05/2020		—		—		—		21,434		1,211,878		14,289	⁽⁴⁾		807,900
	6/05/2020		—		—		—		—		—		24,759	⁽⁵⁾		1,399,874
Jack Krause	6/05/2019		110,081		38.10		6/05/2029		5,337		301,754		2,669			150,905
	6/05/2020		—		—		—		21,434		1,211,878		14,289	⁽⁴⁾		807,900
	6/05/2020		—		—		—		—		—		24,759	⁽⁵⁾		1,399,874
Donna Dellomo	6/05/2019		55,041		38.10		6/05/2029		2,100		118,734		1,051			59,424
	6/05/2020		—		—		—		8,166		461,706		5,444	⁽⁴⁾		307,804
	6/05/2020		—		—		—		—		—		23,212	⁽⁵⁾		1,312,406

	(a)		(b)		(c)
Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by shareholders		495,366	$	38.10		262,962
Equity compensation plans not approved by shareholders		-		-		-
Total		495,366	$	38.10		262,962

	FY2020		FY2019
Audit fees (1)	$	218,000	$	206,880
Audit-related fees (2)		100,600		268,500
Tax fees		-		—
All other fees		-		—
Total fees	$	318,600	$	475,380

Name and Address of Beneficial Owner	Number of Shares of Common Stock		Percentage Of Class
Shawn Nelson	234,835	⁽¹⁾	1.62	%
Jack A. Krause	122,275	⁽²⁾	*
Donna Dellomo	67,616	⁽³⁾	*
Andrew Heyer⁽⁴⁾	3,034,496	⁽⁵⁾	20.58	%
Mary Fox	-		-
John Grafer⁽⁶⁾	1,310,585	⁽⁷⁾	8.74	%
Walter McLallen	2,517		*
William Phoenix	-		-
Shirley Romig	-		-
Directors, Director Nominees and Executive Officers as a group (9 individuals)	4,772,324		31.31	%
Beneficial Owners of more than 5% of our common stock:
Entities affiliated with Mistral	3,017,536	⁽⁸⁾	20.46	%
Entities affiliated with Satori	1,310,585	⁽⁷⁾	8.74	%
Janus Henderson Group PLC	1,148,471	⁽⁹⁾	7.92	%
AWM Investment Company, Inc.	743,016	⁽¹⁰⁾	5.12	%
Wasatch Advisors, Inc.	1,015,191	⁽¹¹⁾	7.00	%