THE LOVESAC COMPANY
Two Landmark Square, Suite 300
Stamford, CT 06901

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 20207, 2021

You are cordially invited to attend the 20202021 Annual Meeting of Stockholders (the “Annual Meeting”) of The Lovesac Company (“we”, “us”, “Lovesac” or the “Company”) at 10:00 a.m. EDTEastern Time on June 4, 2020,7, 2021, to be conducted virtually via live webcast by pre-registeringat https://viewproxy.com/LovesacCompany/2020/2021/.

PROXY MATERIALS

The annual meeting will be heldThis Notice of Annual Meeting, the Notice of Internet Availability of Proxy Materials, Proxy Statement, our Annual Report on Form 10-K for the following purposes:fiscal year ended 2021 (“2021 Annual Report”), and form of proxy are being made available on or about April 26, 2021.

PROPOSALS

These matters are more fully described in(1)    To elect seven (7) directors to the Proxy Statement accompanying this Notice. You may virtually attend and vote atBoard of Directors to serve until the 2022 Annual Meeting (or any adjournment or postponementof Stockholders and until their successors are duly elected and qualified;

(2)    To approve the amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the maximum size of the Company’s Board of Directors to nine (9) directors;

(3)    To ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending January 30, 2022; and

(4)    To transact any and all other business that may properly come before the 2021 Annual Meeting) ifMeeting or any continuation, postponement, or adjournment thereof.

RECORD DATE

If you were a stockholder of the Companyrecord on April 12, 2021, you may vote your shares at the close of business on May 15, 2020, the record date.

The Company’s stock transfer books will not be closed. A list of the stockholders entitled to vote at the Annual Meeting may be examined at the Company’s offices during the 10 day period preceding the2021 Annual Meeting. The list of stockholders will also be available for examination during the virtual Annual Meeting at https://viewproxy.com/LovesacCompany/2020/.

VOTING

You may vote your shares at the Annual Meeting viaby following the instructions on the Notice of Internet Availability of Proxy Materials. You may vote on the Internet, by telephone or by completing dating, signing and promptly returning a proxy card to us in the envelope provided. Further information about how to register for and attend the virtual annual meetingAnnual Meeting online, vote your shares online during the meeting and submit questions online during the meeting is included in the accompanying Proxy Statement. For instructions on howEven if you have voted by proxy, you may still vote if you attend the virtual Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your shares, please refer toname from that record holder. Please read the attachedentire Proxy Statement or proxy card.

before casting your vote.

You are cordially invited to attend the Annual Meeting virtually via live webcast online. Whether or not you expect to attend, the board of directors respectfully requests that you vote your shares in the manner described in the Proxy Statement. You may revoke your proxy in the manner described in the Proxy Statement at any time before it has been voted at the Annual Meeting.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING: Our 2021 Annual Report, on Form 10-K, this Notice and the Proxy Statement and the proxy card are available electronically athttps://investor.lovesac.comwww.astproxyportal.com/ast/22259.

 Table of Contents

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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTINGTable of Contents

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Table of Contents

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Table of Contents

Is a list of stockholders available?

A list of our stockholders will be available for review at our executive offices in Stamford, Connecticut, during ordinary business hours for a period of 10 days prior to the meeting. Stockholders interested in viewing the list should contact InvestorRelations@lovesac.com at least 48 hours prior to any visit. All visitors are subject to the Company’s safety protocols. The list will also be available for examination by stockholders of record during the virtual Annual Meeting live webcast at https://viewproxy.com/LovesacCompany/2020/2021/.

What constitutes a quorum?

The presence by attendance at the Annual Meeting virtually through the virtual webcast or by proxy of the holders of a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting is required to constitute a quorum for the transaction of business at the Annual Meeting.

Broker non-votes will be included in determining the presence of a quorum at the 2021 Annual Meeting but will not be counted or have an effect on the outcome of any matter except with respect to the proposal to ratify the appointment of Marcum LLP as our independent registered accounting firm for fiscal year 2022.

Broker non-votes occur when a person holding shares through a bank or broker, meaning that their shares are held in a nominee name or beneficially through such bank or broker, does not provide instructions as to how to vote their shares and the bank or broker is not permitted to exercise voting discretion. Under the listing rules of the Nasdaq Global Market (“Nasdaq”), even though your bank or broker is not permitted to exercise voting discretion, it may vote shares held in beneficial name only with respect to ratifying the appointment of Marcum LLP as our independent registered accounting firm for fiscal year 2022 but may not vote on any other matter to be voted at the Annual Meeting.

What vote is required to approve each item to be voted on at the Annual Meeting?

PROPOSAL 1: Election of Directors—aA plurality of the votes of the shares present by remote communication or represented by proxy at the meetingAnnual Meeting and entitled to vote on the election of directors is required for the election of directors. This means that the seven (7) director nominees receiving the highest number of affirmative votes of the shares present by remote communication or represented by proxy at the annual meetingAnnual Meeting and entitled to vote on the election of directors will be elected to our board.Board. Broker non-votesnon-votes and votes marked “WITHHOLD AUTHORITY FOR ALL NOMINEES” will have no legal effect on the outcome of the election of directors. With respect to votes marked “FOR ALL EXCEPT,” votes for director nominees that are withheld will have no legal effect on the outcome of the election of directors, while votes for all other director nominees will count toward a plurality.

Approval ofPROPOSAL 2: Amendment to the amendment to theCompany’s Amended and Restated 2017 Equity Incentive Plan Certificate of Incorporation—requires This proposal must be approved by the affirmative vote of a majority of the voting power of all then outstanding shares present by remote communication or represented by proxy at the meeting andof our common stock entitled to vote on this proposal.generally in the election of directors. You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this proposal. If you indicate on your proxy card that you wish to “ABSTAIN” from voting on this proposal, your shares will not be voted on this proposal. Abstentions are not counted in determining the number ofconsidered shares voted “FOR” or “AGAINST” this proposal but will be counted as present and entitled to vote on this proposal. Accordingly, an abstentionproposal, and thus, will have the same effect ofas a vote against“AGAINST” this proposal. Broker non-votes are not counted in determining the number of shares voted for or against this proposal and will not be counted as present and entitled to vote on this proposal.

PROPOSAL 3: Ratification of Appointment of Independent Registered Public Accounting Firm for the Year Ending January 31, 2021 30, 2022—requires theThe affirmative vote of the holders of a majority of the shares present by remote communication or represented by proxy and entitled to vote on the proposal at the annual meeting.Annual Meeting is required to approve this proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote “AGAINST” this proposal. This proposal is considered a routine matter where brokers are permitted to vote your shares held by them in their discretion in the event that they do not receive voting instructions from you.

How does the Board of Directors recommend that I vote?

Our boardBoard of directorsDirectors recommends that you vote:

■        PROPOSAL 1:  FOR each of the nominees for director named in this Proxy Statement.

■        PROPOSAL 2:  FOR the amendment to the Company’s Amended Certificate.

■        PROPOSAL 3:  FOR the ratification of the appointment of Marcum LLP as our independent registered accounting firm for fiscal year 2022.

How do I vote my shares?

The answer depends on whether you own your shares of Lovesac common stock of the Company as of the record dateRecord Date directly (that is, you hold shares that show your name as the registered stockholder) or if your shares are held in a brokerage account or by another nominee holder.

■          If you own shares of the Company directly (i.e., you are a “registered stockholder”): your Your proxy is being solicited directly by us, and you can vote by Internet, by telephone, by mail or you can vote at our virtual Annual Meeting online. You are encouraged to vote prior to the Annual Meeting to ensure that your shares will be represented.

■          If you wish to vote by Internet, access Internet: Access www.voteproxy.com and follow the on-screenon-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. Internet voting will close and no longer be available as of 11:59 p.m. EDT00 a.m. Eastern Time on June 3, 2020.7, 2021.

■          If you wish to vote by telephone, call toll-free 1-800-PROXIES (1-800-776-9437)telephone: Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-85001-718-921-8500 from foreign countries from any touch-tonetouch-tone telephone and follow the instructions. Have your proxy card available when you call. Telephone voting will close and no longer be available as of 11:59 p.m. EDT00 a.m. Eastern Time on June 3, 2020.7, 2021.

■          If you wish to vote by mail, pleasemail: Please sign, date and complete the enclosed proxy card and return it by mail in the enclosed postpaidpostage paid envelope. No postage is necessary if the proxy card is mailed in the United States. 

If you sign your proxy card but do not indicate how you wish to vote, the proxies will vote your shares “FOR” each of the seven (7) director nominees, “FOR” the approval of the amendment to the Company’s Amended Certificate, and Restated 2017 Equity Incentive Plan, “FOR” the ratification of Marcum LLP as our independent registered public accounting firm, and, in their discretion, on any other matter that properly comes before the Annual Meeting. We have not received notice of other matters that may properly be presented at the Annual Meeting. Unsigned proxy cards will not be counted.

■          If you wish to vote at the Annual Meeting, youMeeting: You will be able to vote your shares if you register to attend by Internet and attend the virtual Annual Meeting pursuant to the instructions below.

■          If you hold your shares of the Company through a broker, bank or other nominee: younominee: You are considered to be the beneficial owner of shares held in “street name” and these proxy materials are being made available to you by your broker, bank or nominee. You may not vote directly any shares held in “street name”; however, as the beneficial owner of the shares, you have the right to direct your broker, bank or nominee on how to vote your shares. A voting instruction card has been provided to you by your broker, bank or other nominee describing how to vote your shares. If you receive a voting instruction card, you can vote by completing and returning the voting instruction card. Please be sure to mark your voting choices on your voting instruction card before you return it. You may also be able to vote by telephone, via the Internet, or virtually

at the Annual Meeting, depending upon your voting instructions. Please refer to the instructions provided with your voting instruction card and see “What do I need to do to attend the Annual Meeting virtually?” belowabove for information about voting in these ways. See also “What is the effect“How may my brokerage firm or other intermediary vote my shares if I fail to give voting instructions to my broker or other nominee?provide timely directions?” below.

If you plan to vote by mail, telephone or Internet in advance of the Annual Meeting, your vote must be received by 11:59 p.m.00 a.m., EDT,Eastern Time, on June 3, 20207, 2021 to be counted. Internet voting during the Annual Meeting is also permissible through the virtual webcast at https://viewproxy.com/LovesacCompany/2020/2021/.

Will I have the same participation rights in this virtual-only stockholder meetingthe virtual Annual Meeting as I would have at an in-person stockholder meeting?

Yes. If you register to attend, and attend, the Annual Meeting pursuant to the instructions above, you will be able to vote online during the Annual Meeting, change a vote you may have submitted previously, or ask questions online that will be reviewed and answered by the speakers. If you wish to submit a question during the virtual Annual Meeting, you may log into https://viewproxy.com/LovesacCompany/2020/2021/ and ask a question on the virtual meeting platform. Our virtual meeting will be governed by our Rules of Conduct which will be available on the virtual meeting platform. We have created and implemented the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. A virtual Annual Meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the Company and our stockholders time and money, especially as physical attendance at meetings has dwindled. We also believe that the online tools we have selected will increase stockholder communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our board of directors or management. During the live Q&A session of the Annual Meeting, we may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits.

Both stockholders of record and street name stockholders will be able to attend the Annual Meeting via live audio webcast, submit their questions during the meeting and vote their shares electronically at the Annual Meeting.

What if I have technical difficulties during the virtual Annual Meeting?

There will be technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting live audio webcast. Please be sure to check in by 10:45 a.m. Eastern Time on June 7, 2021, the day of the meeting, so that any technical difficulties may be addressed before the Annual Meeting live audio webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email VirtualMeeting@viewproxy.com or call 866-612-8937.

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of Marcum LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2021.30, 2022. Your broker will not have discretion to vote on any other proposals, which are “non-routine”“non-routine” matters, absent direction from you (and failure to provide instructions on these matters will result in a “broker non-vote”).

you.

Can I change my vote after I return my proxy card?

Stockholders of record may revoke their proxies by virtually attending the Annual Meeting and voting online during the virtual meeting, by filing an instrument in writing revoking the proxy prior to the meetingAnnual Meeting or by filing another duly executed proxy bearing a later date with our Secretary at the address below before the vote is counted or by voting again using the telephone and Internet before the cutoffcut-off time (11:59 p.m.00 a.m., EDT,

Eastern Time, on June 3, 2020)7, 2021). Your latest telephone or Internet proxy submitted prior to the Annual Meeting is the one that will be counted unless you virtually attend the Annual Meeting and vote your shares online during the meeting. We recommend that you vote by proxy even if you plan to attend the Annual Meeting online. If you hold your shares through a bank, broker or other nominee, you may revoke any prior voting instructions by contacting the institution that holds your shares.

Written notice of revocation may be sent to The Lovesac Company, Two Landmark Square, Suite 300, Stamford, CT 06901, Attention: Secretary.

How will votes be recorded and where can I find the voting results of the Annual Meeting?

We have engaged American Stock Transfer & Trust Company, LLC (“AST”), our transfer agent, as our inspector of elections to receive and tabulate votes. AST will separately tabulate “for”“FOR” and “against”“AGAINST” votes, abstentions and broker non-votes.non-votes. AST will also certify the results and determine the existence of a quorum and the validity of proxies and ballots.

We plan to announce preliminary voting results at the Annual Meeting and to publish the final results in a current reportCurrent Report on Form 8-K8-K following the Annual Meeting.

Who conducts the proxy solicitation and how much will it cost?

The Company is requesting your proxy for the Annual Meeting and will pay the costs of requesting stockholder proxies. Proxies may be solicited by directors, officers and other employeesassociates of the Company, personally or by telephone, Internet, or mail, none of whom will receive compensation for their solicitation efforts. We may also reimburse brokerage firms, dealers, banks, voting trustees or other record holders for their reasonable expenses for forwarding proxy materials to the beneficial owners of our common stock.

Implications of Being an “Emerging Growth Company”

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and may remain an emerging growth company for up to five years from the date of our initial public offering, or IPO. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an “emerging growth company.” For so long as we remain an emerging growth company, we are permitted and plan to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include reduced disclosure obligations regarding executive compensation. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We may take advantage of some or all these exemptions until we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.07 billion in annual revenue, we have more than $700 million in market value of our stock held by non-affiliatesnon-affiliates or we issue more than $1 billion of non-convertiblenon-convertible debt over a three-yearthree-year period. We have taken advantage of certain reduced reporting obligations in this proxy statement. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

Questions and Additional Copies

If you have any additional questions with respect to the Company or the matters described herein, or questions about how to submit your proxy, or if you need additional copies of this proxy statementProxy Statement or the attached proxy card, you should contact our Secretary at The Lovesac Company, Two Landmark Square, Suite 300, Stamford, CT 06901, by telephone at (888) 636-1223,636-1223, or by email at InvestorRelations@lovesac.com.

Proposal 1

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Lovesac’s business and affairs are managed under the direction of our Board of Directors. The number of Directors is determined by our Board of Directors, subject to the terms of our Amended Certificate and Amended and Restated ByNominees-Laws

(the “By-Laws). Our boardBoard of directorsDirectors currently consists of seven (7) members and is authorized to have no less than five (5) members nor more than seven (7) members. Each of our directorsDirectors serves until the next annual meeting of stockholders and until his or her successor is elected and duly qualified, or until his or her earlier death, resignation or removal. On April 7, 2021, our Board of Directors fixed the number of Directors constituting the full Board at seven members.

Board Composition

The Nominating and Governance Committee (the “Nominating Committee”) works with the Board of Directors to determine the appropriate skills and qualifications necessary for Board membership, taking into consideration the Board’s needs at the time. In seeking qualified candidates for Board membership, the Board will consider a variety of factors including professional experience and other individual qualities and characteristics that contribute to a diverse mix of viewpoints and experience represented on the Board.

Required Qualifications for Board Membership

The Board of Directors and Nominating Committee require all Directors and Director candidates to be of high character and integrity and have the ability to guide our Company based on experience gained in positions as leaders with a high degree of responsibility in the companies with which they are or were affiliated. Each Director and Director candidate must also ensure that other existing and anticipated future commitments do not interfere with his or her service as a Director. In determining whether to recommend a Director for re-election, the Nominating Committee also considers the Director’s past attendance at meetings, participation in and contributions to the activities of the Board and the Company, tenure and other qualifications set forth in the Nominating Committee’s charter or developed and approved by the Nominating Committee.

Key Qualifications and Experience for Board Membership

The Board has identified key qualifications and experience that are important to be represented on the Board based on the Company’s current business strategy and future business goals. These qualifications are evaluated regularly and updated to adapt to the evolving needs of the Board and the Company. This list is not exhaustive, but rather represents a summary of the key criteria considered by the Board during the nomination and appointment process.

Board Diversity

Our Board of Directors values the contribution of diversity in achieving Company objectives and maintaining sound governance practices as it brings together individuals with different perspectives and ideas, from varying backgrounds and experiences, to create balanced and thoughtful decision-making that best serves stockholder interests.

In identifying qualified candidates for nomination to the Board, the Nominating Committee seeks a Board comprised of high performing and dedicated directors with diverse backgrounds and experience able to support the competitive and changing nature of our business and the Company’s strategic direction. Diversity refers to a broad array of individual characteristics that collectively enable the Board to operate effectively and fulfill its responsibilities. These characteristics include, among others, professional qualifications, business experience, age, gender, race and ethnicity.

Our Board of Directors is currently comprised of seven directors with varying backgrounds and characteristics which blend to form a well-rounded group of individuals with deep knowledge of our business and industry, and both seasoned and fresh perspectives.

Director Nominees

Shawn Nelson, Andrew Heyer, John Grafer, Mary Fox, Sharon Leite, Walter McLallen William Phoenix and Shirley Romig have been nominated for election as directorsDirectors to serve until the 20212022 Annual Meeting of Stockholders and until their successors are elected and have qualified. All of our nominees are current Directors, except for Ms. Leite, who was identified through a third party search firm and nominated by our Board for election by our stockholders at the Annual Meeting. Each nominee has consented to being named in the proxy statementProxy Statement and has agreed to serve as a member of the boardBoard of directors,Directors, if elected. In the event that any of the nominees should be unable to serve as a director,Director, it is intended that the proxy will be voted for the election of such substitute nominee, if any, as shall be designated by the boardBoard of directors.Directors. The boardBoard of directorsDirectors has no reason to believe that any of the nominees named below will be unable to serve if elected.

The boardBoard of directorsDirectors believes that each nominee and director has valuable individual skills and experiences that taken together, provide us with the knowledge, judgment and strategic vision necessary to provide effective oversight. The biographies below reflect the particular experience, qualifications attributes and skills that led the boardBoard of directorsDirectors to conclude that each nominee and directorDirector should serve on the board.Board. There isare no family relationshiprelationships between and among any of our executive officers or directors.Directors. There are no arrangements or understandings between any of our executive officers or directorsDirectors and any other person pursuant to which any of them are elected as an officer or director.Director.

The following table sets forth the names of, and certain information concerning, the persons nominated by the board of directors for election as directors of the Company.

Shawn Nelson founded Lovesac in 1998 and is currently serving as our Chief Executive Officer and as a member of the boardBoard of directors.Directors. Mr. Nelson is the lead designer of the Company’s patented products and directly oversees design, sourcing,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-levelgraduate-level instructor at Parsons, The New School for Design in New York City. Mr. Nelson is also fluent in Chinese with a BAB.A. in Mandarin from the University of Utah. We believe Mr. Nelson is qualified to serve on our board because of his leadership experience as our founder, his extensive knowledge of our Company and his service as our Chief Executive Officer.

Andrew R. Heyer is the Chairman of our boardBoard of directors.Directors. Mr. Heyer is a finance professional with over 35 years of experience investing the consumer and consumer-relatedconsumer-related products and services industries. He has deployed in excess of $1 billion of capital over that time frame and has guided several public and private companies as a member of their boards of directors. Mr. Heyer is the Chief Executive Officer and Founder of Mistral Equity Partners, a private equity fund manager founded in 2007 that invests in the consumer industry. Prior to founding Mistral, Mr. Heyer served as a Founding Managing Partner of Trimaran Capital Partners. Until 1995, Mr. Heyer was a vice chairman of CIBC World Markets Corp. and a co-headco-head of the CIBC Argosy Merchant Banking Funds. Prior to joining CIBC World Markets Corp., Mr. Heyer was a founderFounder and Managing Director of The Argosy Group L.P. Prior to joining Argosy, Mr. Heyer was a Managing Director at Drexel Burnham Lambert Incorporated and, prior to that, he worked at Shearson/American Express. From 1993 to 2009 and from 2012 to April 2019, he has served on the board of The Hain Celestial Group (Nasdaq: HAIN), a natural and organic food and products company. From December 2016 to March 2020, Mr. Heyer served as a director of XpresSpa Group, Inc. (Nasdaq: XSPA), a diversified holding company. From April 2017 to March 2019, Mr. Heyer served as a director and presidentPresident of Haymaker Acquisition Corp., which was acquired by OneSpaWorld Holdings Limited (Nasdaq: OSW) on March 19, 2019. Since March 2019, Mr. Heyer has served on the board of directors of OneSpaWorld Holdings Limited.Limited since March 2019. He has also served on the board of directors of: Arko Corp. (Nasdaq: ARKO), 100% owner of GPM Investments, LLC, a convenience store chain since December 2020; Tastemaker Acquisition Corp. (Nasdaq: TMKRU), a special

purpose acquisition company targeting businesses in the restaurant, hospitality or related technology and services sectors, since January 2021; and AF Acquisition Corp. (Nasdaq: AFAQU), a special purpose acquisition company targeting the better-for-you food and beverage, health and wellness, beauty, personal care and pet industries, since March 2021. Mr. Heyer also serves on the boards of directors of several private companies, including Worldwise, a pet accessories business. Since June 2019, Mr. Heyer has served as a director and presidentPresident of Haymaker Acquisition Corp. IIIII (Nasdaq: HYAC). Mr. Heyer received his B.Sc. and M.B.A. from the Wharton School of the University of Pennsylvania, graduating magna cum laude. We believe Mr. Heyer is qualified to serve on our board because of his extensive experience in private equity investing in the consumer goods industry and his experience on other private and public company boards., a special purposes acquisition company.

Mary Fox is a member of our boardBoard of directors.Directors. Since 2018, Ms. Fox has served as General Manager for North America Consumer Products at BIC (OTCMKTS: BICEF). Prior to joining BIC, she spent six years at L’Oréal (OTCMKTS: LRLCF) in various roles within Ecommerce, New Business Development, and Business Transformation in the United States. Before L’Oréal, Ms. Fox held several senior leadership positions at Walmart (NYSE: WMT) in both the United States and International divisions. During her time as SVP Global Sourcing at Walmart, Ms. Fox co-foundedco-founded the Sustainable Apparel Coalition (SAC) in 2009 with Patagonia, which is now the leading global apparel, footwear, and textile coalition focused on sustainable production with over 10,000 members.production. Since 2021, Ms. Fox has also served as a director of AF Acquisition Corp. (Nasdaq: AFAQU), a special purpose acquisition company targeting the better-for-you food and beverage, health and wellness, beauty, personal care and pet industries. Ms. Fox graduated from Coventry University in the United Kingdom and holds a degree in manufacturing engineering and business studies. We believe Ms. Fox is qualified to serve on our board because of her substantial experience in consumer products, ecommerce and sustainability.

John Grafer is a member of our boardBoard of directors. Since 2009,Directors. Mr. Grafer has beenis a principalpartner at Satori Capital, LLC, a multi-strategymulti-strategy alternative investment firm founded on the principles of conscious capitalism. Mr. Grafer is a member of Satori’s investment committee, a board member of Longhorn HealthAccelerated Learning Solutions, Hobo, SunTree Snack Foods and Zorch International, a board observer for Aspen Heights, and a former board member of California Products Corporation, Longhorn Health Solutions, and FWT. Prior to joining Satori in 2009, Mr. Grafer was senior vice presidentSenior Vice President at Giuliani Partners, a principal investment and consulting firm founded by former New York City Mayor Rudolph W. Giuliani. Prior to joining Giuliani Partners in 2003, Mr. Grafer was a member of the mergers and acquisitions group at Credit Suisse First Boston, a member of the proprietary trading group at J.P. Morgan Chase, and a team member at Ernst & Young, where he earned his C.P.A. Mr. Grafer has also assisted a family office with early stage-stage investments in sustainably managed companies, including Honest Tea. Mr. Grafer is an elected member of the board of directors and executive committee of Americans For Fair Taxation^® (FairTax^®) and has been a first-roundfirst-round judge for the McCloskey Business Plan competition at the University of Notre Dame. Mr. Grafer received a B.B.A. from the University of Notre Dame and an M.B.A. in financeFinance from the University of Chicago Booth School of Business. We believe Mr. Grafer

Sharon Leite is qualifiedthe Chief Executive Officer of Vitamin Shoppe, Inc. and has held that role since August 2018. Previously, she served as President, North America, for Godiva Chocolatier from October 2017 until August 2018. Prior to servejoining Godiva, from February 2016 until May 2017, Ms. Leite was the President of Sally Beauty — North America (NYSE: SBH), an international specialty retailer and distributor of professional beauty products, with over 3,000 stores. Prior to joining Sally Beauty, from August 2007 until January 2016, Ms. Leite was the Executive Vice President of Sales, Customer Experience and Real Estate at Pier 1 Imports (NYSE: PIR). In addition, Ms. Leite has held various executive leadership roles at Bath and Body Works (L Brands) as well as various sales and operations positions with other prominent retailers including Gap Inc. and The Walt Disney Company. Ms. Leite has served on ourthe board because of his substantial experience in private equity investingdirectors of Tandy Leather Factory, Inc. (Pink: TLFA), a specialty retailer and investment banking, his accounting expertisewholesale distributor of leather and his experienceleather-related products, since 2017. She also serves on other company boards.the boards of the National Retail Federation, Performing Arts Forth Worth and the Neeley School of Business at Texas Christian University. Ms. Leite attended Loyola University, Kent State University and Delgado College and is completing an M.B.A. at The Jack Welch Management Institute.

Walter D. McLallen is a member of our boardBoard of directors.Directors. Mr. McLallen is a finance professional with over 25 years of leveraged finance, private equity and operations experience. Mr. McLallen has been the Managing Member of Meritage Capital Advisors, an advisory boutique firm focused on debt and private equity transaction origination, structuring and consulting, since 2004. Mr. McLallen has extensive board and organizational experience and has served on numerous corporate and non-profitnon-profit boards and committees, with a significant historical focus on consumer products-relatedproducts-related companies. Mr. McLallen servesserved as a director of publicly traded Centric Brands Inc. (CTRC:NASDAQ)(Nasdaq: CTRC), a lifestyle brands collective in the branded and licensed apparel and accessories sectors, from 2016 to 2020, and AerCap Holdings N.V. (NYSE: AER), an aircraft leasing company, from 2015 to 2017. Since 2017, Mr. McLallen has served as a director of OneSpaWorld Holdings (OSW:NASDAQ)Limited (Nasdaq: OSW), a pre-eminentpre-eminent global provider of health and wellness services and products onboard cruise ships and in destination resorts around the world;world and, since June 2019, he has served as well asa director of Haymaker Acquisition Corp. II (Nasdaq: HYAC), a special purpose acquisition company. He also served on the boards of several consumer-focusedconsumer-focused private companies, including Timeless Wine Company, the producer of consumer luxury wine brands Silver Oak, Twomey and OVID; Worldwise, a consumer branded pet products company; adMarketplace, a search engine advertiser; and Classic Brands, an e-commercee-commerce marketer of mattresses and related products. Mr. McLallen is also a founderFounder and Co-ChairmanCo-Chairman of Tomahawk Strategic Solutions, a law enforcement and corporate training and risk management company. Since June 2019, Mr. McLallen has served as a director of Haymaker Acquisition Corp. II (Nasdaq: HYAC). From 2006 to 2015, Mr. McLallenhe was Vice Chairman of Remington Outdoor Company,

an outdoor consumer platform he co-foundedco-founded with a major investment firm. Mr. McLallen was formerly with CIBC World Markets from 1995 to 2004, during which time he was a Managing Director, head of Debt Capital Markets and head of High Yield Distribution. Mr. McLallen started his career in the Mergers & Acquisitions Department of Drexel Burnham Lambert and was a founding member of The Argosy Group L.P. Mr. McLallen received a B.A. with a double major in Economics and Finance from the University of Illinois at Urbana-Champaign. Mr. McLallen is qualified to serve as a director due to his extensive consumer products, operational and board experience, as well as his background in finance.Urbana-Champaign.

William P. Phoenix

	Shirley Romig
	Age: 43 Director since: 2019 Independent: Yes Committees: •  Nominating and Governance Committee, Chair •  Audit Committee	Skills and Qualifications: We believe Ms. Romig is qualified to serve on our Board based on her expertise in ecommerce, digital innovation, corporate strategy and scaling complex retail operations.

Shirley Romig is a member of our Board of Directors. Ms. Romig has two decades of experience in operationalizing growth strategies and leading transformational initiatives in complex consumer-oriented and technology organizations. Currently, Ms. Romig is a Vice President with Lyft, leading Global Operations, East. From 2017-2019, Ms. Romig was the Group Vice President of Ancillary Operations at Equinox and led six lines of businesses within its fitness clubs. From 2016-2017, Ms. Romig was the Head of Retail Strategy for SapientRazorfish, a global digital agency. From 2013 to 2015, Ms. Romig was the Senior Vice President of Corporate Strategy with HBC responsible for implementation of growth initiatives across Saks Fifth Avenue, Saks OFF 5th, Lord & Taylor and Hudson’s Bay in Canada. Ms. Romig also served as a Vice President for Saks Incorporated where she led the company’s omnichannel transformation work and launched Saksoff5th.com as well as numerous growth initiatives for Saks.com. Earlier in her career, Ms. Romig worked in equity research and digital and strategy consulting. Ms. Romig holds an M.B.A. from the Darden School of Business and a Bachelor of Science from the McIntire School of Commerce, both at the University of Virginia.

During the five years ended January 31, 2021, each of our board of directors. Since 2007, Mr. Phoenix has been a Managing Director at Mistral Equity Partners. He has extensive experience as a provider of all forms of capital to non-investment grade companies. From 2002 to 2007, Mr. Phoenix was a Managing Director of Trimaran Capital Partners, L.L.C. Mr. Phoenix spent a good portion of his career in various capacities at the Canadian Imperial Bank of Commerce (CIBC), beginning in 1982. He was a Managing Director of CIBC Capital Partners, where he focused on mezzanine transactionsDirectors, other than Ms. Fox and private equity opportunities. While at CIBC, he also had management responsibilities for Acquisition Finance, Mezzanine Finance, and the Loan Workout and Restructuring businesses. Mr. Phoenix has been a member of the board of directors of Lovesac since 2010 and Blueport Commerce. Mr. Phoenix received his B.A. in Economics from the University of Western Ontario and his M.B.A. from the University of Toronto. He is a graduate of the Leadership New York Program. We believe Mr. Phoenix is qualified to serve on our board because of his extensive background in finance and private equity investment and his experience on other private company boards.

Shirley Romig is a member of our board of directors. Ms. Romig, has two decadesheld the principal occupation listed in their biography above. Ms. Fox’s, Ms. Leite’s and Ms. Romig’s employment history during that time period is reflected in each of experience in operationalizing growth strategies and leading transformational initiatives in complex consumer-oriented and technology organizations. Currently, Ms. Romig is a Vice President with Lyft, leading Global Operations, East.  From 2017 to 2019, Ms. Romig was the Group Vice President of Ancillary Operations at Equinox and led six lines of businesses within its fitness clubs.  From 2016 to 2017, Ms. Romig was the Head of Retail Strategy for SapientRazorfish, a global digital agency.  From 2013 to 2015, Ms. Romig was the Senior Vice President of Corporate Strategy with HBC responsible for implementation of growth initiatives across Saks Fifth Avenue, Saks OFF 5th, Lord & Taylor and Hudson’s Bay in Canada.  Ms. Romig also served as a Vice President for Saks Incorporated where she led the company’s omnichannel transformation work and launched Saksoff5th.com as well as numerous growth initiatives for Saks.com.  Earlier in her career, Ms. Romig worked in equity research and digital and strategy consulting. Ms. Romig holds an MBA from the Darden School of Business and a Bachelor of Science from the McIntire School of Commerce, both at the University of Virginia. We believe Ms. Romig is qualified to serve on our board based on her expertise in e-commerce, digital innovation, corporate strategy and scaling complex retail operations.their biographies above.

Vote RequiredRequirement

The affirmative vote of a plurality of the votes of the shares present or represented by proxy at the annual meetingAnnual Meeting and entitled to vote is required for the election of directors.

Proposal 2

Recommendation

THE BOARDAMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF DIRECTORS RECOMMENDS A VOTE OF “FOR” ALL SEVEN (7) NOMINEES TO SERVE UNTIL THE 2021 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS SHALL BE ELECTED AND QUALIFIED.INCORPORATION

Board Leadership Structure and Risk Oversight

The boardCompany’s Amended Certificate currently provides that the Board of Directors of the Company shall consist of no less than five (5) and no more than seven (7) directors.

On April 7, 2021, our Board of Directors voted to approve, and to recommend that you approve at the 2021 Annual Meeting of Stockholders, an amendment (the “Certificate Amendment”) to our Amended Certificate that will increase the maximum Board size from seven (7) members to nine (9) members.

The Board of Directors hereby requests that the Company’s stockholders vote to increase the maximum number of authorized directors from seven (7) directors to nine (9) directors. Specifically, the Board of Directors hereby requests that the Company’s stockholders vote to approve the following amendment to the Amended Certificate:

“The third sentence of Article V, Section 1 of the Amended and Restated Certificate of Incorporation of The Lovesac Company shall be amended and restated to read in its entirety as follows:

‘The number of directors oversees our business and considers the risks associated with our business strategy and decisions.

shall be not less than five (5) nor more than nine (9).’”

The boardCertificate Amendment will not affect the Board of Director’s ability to fix the number of directors currently implementswithin the authorized range, nor will it affect the requirement that the Company obtain an affirmative vote of at least a majority of the voting power of all of the then-outstanding shares of our common stock entitled to vote generally in the election of directors to change the authorized number of directors (except to fix the authorized number of directors within the range).

The Board of Directors regularly reviews the Company’s corporate governance policies and procedures. The Board of Directors believes that increasing the maximum size of the Board of Directors to nine (9) directors is in the best interests of the Company and its riskstockholders. The Board of Directors believes that the Certificate Amendment will allow for more diverse perspectives on the Board of Directors with increased breadth and depth of experience and skills necessary for proper oversight functionof the Company’s affairs and will enhance its overall collective effectiveness. The Certificate Amendment will also facilitate the Company’s ability to address and meet evolving corporate governance standards and the rules, regulations and other requirements of the SEC and Nasdaq. Finally, a larger Board will help enable the Board to meet its goal of having greater diversity among the Company’s directors.

Vote Requirement

Pursuant to the terms of the Amended Certificate, any amendment to the Amended Certificate changing the authorized number of directors (except to fix the authorized number of directors within the range) may only be adopted by the affirmative vote of at least a majority of the voting power of all of the then-outstanding shares of our common stock entitled to vote generally in the election of directors.

CORPORATE GOVERNANCE

Our Board of Directors maintain sound governance practices that serve as a whole. Eachframework within which the Board can discharge its duties and foster effective governance of the Company.

Governance Highlights

    5 out of 7 directors and 100% of our Audit, Compensation and Nominating Committees are independent

    Regular Board executive sessions are held without management present

    A separate Chairman of the Board leads board committees will provide risk oversight in respectactivities allowing our CEO to focus on our business

    A Board Diversity Statement supports the identification and appointment of its areasdiverse candidates to our Board

    Our Board and management are subject to a Code of concentrationBusiness Conduct and reports material risksEthics

    Our Insider Trading Policy restricts stock trading to quarterly windows and requires mandatory pre-clearance

    Stockholders have the board same voting rights — one vote per share

    We annually seek stockholder ratification of directors for further consideration.our independent registered public accounting firm

    We do not maintain a stockholder rights plan or “poison pill”

    Director compensation is reviewed annually by our Compensation and Nominating Committees

    Our Board and each committee conduct an annual self-evaluation of performance

Director Independence

Our boardBoard of directorsDirectors has undertaken a review ofreviewed and evaluated the independence of each director.Director. Based on information provided by each directorDirector concerning his or her background, employment and affiliations, our boardBoard of directorsDirectors has determined that our directorsMs. Fox, Mr. Grafer, Ms. Leite, Mr. McLallen and director nominees (other than Andrew Heyer and Shawn Nelson)Ms. Romig do not have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a directorDirector and that each of our directorsDirectors and director nominees (other than AndrewMr. Heyer and ShawnMr. Nelson) is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of Nasdaq. Former director Jared Rubin,Director William Phoenix, who resigned in February 2020,will not stand for re-election at the 2021 Annual Meeting, was also “independent” as that term is defined under the listing standards of Nasdaq. In making these determinations, our boardBoard of directorsDirectors considered the current and prior relationships that each non-employee directornon-employee Director and each director nominee has with our companyCompany, the beneficial ownership of our common stock by each such non-employee Director and nominee, affiliated entities of each Director and nominee, and their involvement in any transactions described under “Certain Relationships and Related Party Transactions” on page 38, and all other facts and circumstances our boardBoard of directorsDirectors deemed relevant in determining their independence and eligibility to serve on the committees of our board of directors.Board.

Board Meetings

During fiscal 2020,2021, the boardBoard of directorsDirectors held seven meetings. Each director then servingeight meetings and six Directors attended at least 75% of the aggregate of the total number of meetings of the boardBoard of directorsDirectors held during the period such directorDirector served and the total number of meetings held by any of the committees of the board of directorsBoard on which such directorDirector served. One Director attended fewer than 75% of the total number of Board meetings and meetings of the committees on which the Director served during such period.due to approved circumstances. We encourage each member of the board of directorsBoard to attend our annual meetings of stockholders. All the members of our Board attended the 2020 Annual Meeting of Stockholders.

Stockholders and other interested parties may communicate with the non-management members of the Board of Directors by mail to the Company’s principal executive offices addressed to the intended recipient and care of our Secretary at The Lovesac Company, Two Landmark Square, Suite 300, Stamford, CT 06901. Our Secretary will review all stockholder communications (except for mass mailings, product complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) and route such communications as appropriate to member(s) of the Board of Directors.

Self-Evaluation Process

The Nominating Committee oversees the development and conduct of an annual process for evaluating Board and committee performance. In fiscal 2021, the Board conducted self-evaluations by having each Director complete, on an anonymous basis, detailed questionnaires designed to elicit candid feedback on a variety of topics including board composition and qualifications, corporate governance practices, compensation, roles and responsibilities, Board and committee effectiveness and communications, relationship with management, and areas for possible improvement. The responses were reviewed, compiled and discussed by the Directors and areas of directorsopportunities discussed.

Board Leadership Structure

Our Board of Directors selects the Chair of the Board based upon factors it deems best for the Company at the time of selection. The Board does not have a prescribed policy on whether the roles of Chair and Chief Executive Officer should be separate or combined. Currently, our 2019 annual meetingBoard believes that our Company is best served by having a separate Chair of the Board (Mr. Heyer) and Chief Executive Officer (Mr. Nelson) to appropriately balance the powers of the CEO and the independent directors. This leadership structure enables Mr. Nelson to focus on the growth and development of the business and execution of Company strategy, while Mr. Heyer can oversee the functioning of the Board as a whole and act as a principal liaison between management and the independent Directors. As Chair of the Board, Mr. Heyer presides at all meetings of stockholders attendedand the 2019 annual meetingBoard of stockholders.Directors, and performs other responsibilities as designated by the Board from time to time. The Board will continue to examine its leadership structure and adopt changes, if needed, to best serve the needs of the Company.

Board’s Role in Risk Oversight

The Board of Directors oversees management of the Company’s risks and each of the Board committees supports the Board is fulfilling this responsibility. The Board of Directors focuses on the most significant risks facing the Company such as those relating to supply chain, competition and technology recognizing that these risks will change over time depending on various external and internal factors. The Board seeks to ensure that actions taken by the Company involve consideration all relevant risks and are appropriate for the Company based on its business objectives and strategy.

Below are descriptions of risk management activities overseen by our Board committees as referenced in their charters.

The Audit Committee reviews risks that may arise out of our internal control over financial reporting and disclosure controls and procedures. They also review the Company’s processes and procedures with respect to risk assessment and risk management. In addition, the Audit Committee is responsible for reviewing certain proposed related party transactions.

The Compensation Committee reviews the risks, if any, associated with the Company’s compensation programs and practices including whether or not they encourage excessive risk-taking. They also review the Company’s key compensation policies, procedures and disclosures, including the executive compensation disclosure in the proxy statement to ensure it accurately represents the Committee’s compensation philosophy.

The Nominating Committee, charged with Board and management succession and overall Company governance matters, examines risks in each of these areas. They define and adopt policies and procedures that support strong corporate governance. They also review issues that may impact Director independence and examine changes in the regulatory landscape and governance trends and their potential impact on the manner in which the Board and Company operate.

Board Committees

Our boardBoard of directorsDirectors has established an audit committee,Audit Committee, a compensation committeeCompensation Committee and a nominatingNominating Committee and governance committee. Our board of directors may establish other committees to facilitate the managementoversight of our business. The functions of the audit and compensationour Board committees are described below. All of our committees are comprised of only independent directors. All committees are chaired by independent directors who report toDirectors.

The composition of our Audit Committee meets the full boardrequirements for independence of directors whenever necessary. We believe this leadership structure helps facilitate efficient decision-makingAudit Committee members under current Nasdaq listing standards and communication amongSEC rules and regulations. Each member of our directors and fosters efficient boardAudit Committee meets the financial literacy requirements of directors functioning at meetings.the current listing standards. In addition, our Board of Directors serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

Our audit committee, which met four times in fiscal 2020, consists of Walter McLallen, as the chair, William Phoenix and Shirley Romig. Our board of directors has determined that Waltereach of Mr. McLallen and WilliamMr. Phoenix qualify as “auditis an audit committee financial experts”expert within the meaning of Item 407(d) of Regulation S-K promulgatedS-K under the Securities Act. Act of 1933, as amended (the “Securities Act”).

Our audit committee assists our board of directors in its oversight of our accounting and financial reporting process and the audits of our financial statements. Our audit committee, whichAudit Committee operates under a written charter that is posted on the Investor Relations section of our website athttps://investor.lovesac.com, is, among other things, responsible for:.

Our Compensation Committee

received advice from FW Cook, an independent compensation consulting firm, with respect to executive compensation decisions for fiscal 2021. Working with management, FW Cook provided various data and recommendations throughout the year as further discussed beginning on page 27. Our compensation committee, which met nine times in fiscal 2020, consists of Mary Fox as the chair, John Grafer, William Phoenix and Shirley Romig. Our compensation committee, whichCompensation Committee operates under a written charter that is posted on the Investor Relations section of our website athttps://investor.lovesac.com, is, among.

Compensation Committee Interlocks and Insider Participation

During fiscal 2021, Ms. Fox, Mr. Grafer, Mr. Phoenix and Ms. Romig served as members of the Compensation Committee. No member of our Compensation Committee served as an executive officer or associate of Lovesac. None of our executive officers currently serve, or have served during fiscal 2021, on the compensation committee or board of directors of any other things, responsible for:

entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

Our Nominating and Governance Committee

Our nominating and governance committee, which met one time in fiscal 2020, consists of Shirley Romig, as the chair, Mary Fox and Walter McLallen. The primary purpose of our nominating and governance committee, which operates under a written charter that is posted on the Investor Relations section of our website athttps://investor.lovesac.com, is to assist our board.

Considerations in promoting our best interests and our stockholders through the implementation of sound corporate governance principles and practices. Evaluating Director Nominees

Identifying Director Nominees

The functions of our nominating and governance committee include, among other things:

While the nominating and governance committee does not have a formal diversity policy, the nominating and governance committee recommends candidates based upon many factors, including the diversity of their business or professional experience, the diversity of their background and their array of talents and perspectives. We believe that the nominating and governance committee’s existing nominations process is designed to identify the best possible nominees for the board, regardless of the nominee’s gender, racial background, religion or ethnicity. The nominating and governance committeeNominating Committee identifies candidates through a variety of means, including recommendations from members of the board of directorsBoard and suggestions from our management includingmanagement. The Committee may also engage third party search firms to identify qualified candidates.

Our Nominating Committee will evaluate candidates that have been duly recommended or nominated by stockholders in accordance with our Chief Executive Officer.

In addition,By-Laws. The criteria the nominating and governance committee considersNominating Committee uses for evaluating a candidate duly recommended or nominated by a stockholder are the same criteria used for evaluating candidates recommended by third parties, including stockholders. The nominating and governance committee gives the same consideration to candidates recommended by stockholders as those candidates recommended bymanagement or members of our board. Stockholders wishingBoard of Directors. For more information on the procedures to be followed by stockholders who wish to recommend or nominate individuals to serve on our Board of Directors, see “General Information — “Stockholder Proposals for Fiscal 2022 Annual Meeting of Stockholders” on page 43.

Director Nominee Qualifications

In evaluating director candidates, including the members of the Board eligible for consideration byre-election, our Nominating Committee will consider the nominatingcurrent size and governance committee may do so by writingcomposition of our Board of Directors, the needs of our Board of Directors and its respective committees, and other factors that the Nominating Committee deems appropriate and in our stockholders’ best interests. The Nominating Committee requires each nominee to our Secretarysatisfy the following minimum qualifications for a position on the Board:

■          The highest level of personal and givingprofessional ethics and integrity;

■          Proven achievement and competence in the recommended candidate’s name, biographical datanominee’s field and qualifications. Nominees should have a reputation for integrity, honesty and adherence to high ethical standards, should have demonstrated business acumen, experience andthe ability to exercise sound judgments in mattersbusiness judgment;

■          Skills that relateare complementary to those of the existing Board;

■          The ability to assist and support management and make significant contributions to the currentCompany’s success; and long-term objectives

■          An understanding of the Company, should be willing and able to contribute positively to the decision-making processfiduciary responsibilities that are required of a member of the Company, shouldBoard and the commitment of time and energy necessary to diligently carry out those responsibilities.

Director candidates must have a commitmentsufficient time available in the judgment of our Nominating Committee to understand the Companyperform all Board of Directors and its industry andapplicable committee responsibilities. Members of our Board of Directors are expected to regularlyprepare for, attend, and participate in meetingsall Board of Directors and applicable committee meetings. Our Nominating Committee also considers these and other factors as it oversees the boardannual Board of directorsDirectors evaluations. After completing its review and its committees, should haveevaluation of director candidates, our Nominating Committee recommends to our full Board of Directors the interest and ability to understand the sometimes conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders, should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a director. Nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. The value of diversity on the board should be considered.director nominees for selection.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code of Ethics”), that applies to all directors, officers and employeesassociates of our Company and its subsidiaries.Company. This Code of Ethics covers a wide range of business practices and procedures and promotesto promote honest and ethical conduct, full, fair, accurate and timely disclosure in all reports and documents that our Company files under public communication,with the SEC and publicly, and compliance with all applicable governmental laws, rules and regulations, protectionregulations. All associates and directors are required to acknowledge and certify compliance with the Code of company assets,Ethics and fair dealing practices.the Company routinely offers training on topics discussed in the Code to reinforce its principles. The full text of our Code of Ethics is posted on the Investor Relations section of our website athttps://investor.lovesac.com.

Director Compensation

Our non-employee Directors are compensated in a manner to support the objective of assembling a high-performing Board that can best guide the Company in achieving its strategic and operational goals and promoting long-term stockholder value. Board compensation is reviewed annually under the combined leadership of the Compensation Committee and Nominating Committee to ensure that it continues to satisfy the Board’s overall compensation objectives and philosophy. The Compensation Committee and Nominating Committee are guided in their review by an independent compensation consultant, FW Cook, which provides compensation benchmarking and consultation services. Below is a description of compensation received by our Directors for the fiscal year ended 2021.

Cash Compensation

Annual Retainer

Generally, each non-employee Director receives an annual cash retainer of $40,000 for serving on the Board of Directors (the “Annual Retainer”) and our Chair of the Board receives an additional $30,000 retainer (the “Chair Retainer”). The cash retainers are paid quarterly and pro-rated for fractional periods. Mr. Nelson does not receive any compensation for his service as a Director of the Company. We will disclose future amendments or waiversreimburse our non-employee Directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board of Director and committee meetings.

Mr. Heyer and Mr. Phoenix are parties to our codethe A&R Monitoring Agreement, and Mr. Grafer is party to the A&R Letter Agreement, each as discussed on page 38, which prohibits them from receiving cash compensation for their service as Directors during the term of business conductthe Agreements, which expired on January 31, 2021. In lieu of cash compensation, the Board of Directors granted Mr. Heyer, Mr. Phoenix and ethicsMr. Grafer equity-based compensation, as discussed below, equal to the value of the Annual Retainers paid to other Directors for the fiscal years ended 2020 and 2021 that they were not eligible to receive.

Effective June 5, 2020, in response to the COVID-19 pandemic, the Company temporarily reduced the Annual Retainer payable to Directors by 20%. This temporary reduction was reinstated effective December 17, 2020, and all Directors were retroactively paid for the reduction taken. Mr. Heyer did not receive a Chair Retainer in fiscal 2021.

Committee Chair Retainers

The Chairs of the Board’s three standing committees are entitled to the following additional cash retainers each year (paid quarterly and pro-rated for fractional period(s)):

Equity Compensation

Equity Award Upon Appointment

Upon joining the Board, each newly elected non-employee Director receives a restricted stock unit (“RSU”) grant valued at $60,000 (“Appointment Grant”). The Appointment Grant generally vests in equal installments on our website within four business days followingthe first and second anniversary of the grant date. The number of RSUs is calculated by dividing the value of the RSU grant by the average closing price of a share of the Company’s common stock for the 30-day trading period prior to the date of the amendment or waiver.grant.

Annual Equity Award

Upon election or re-election to the Board, each Director is also granted RSU’s valued at $60,000 (“Annual Grant”). The Annual Grant vests in full on the one-year anniversary of the date of grant. The number of RSUs is calculated by dividing the value of the RSU grant by the average closing price of a share of the Company’s common stock for the 30-day trading period prior to the date of grant.

Directors are permitted to defer settlement of their Annual Award on a tax-deferred basis pursuant to the terms of our Amended and Restated 2017 Equity Incentive Plan (the “Equity Plan”). Directors who elect to defer settlement receive payment of their Annual Grant in whole shares within sixty days of their “separation of service” from the Board for any reason, or upon a “change in control” as those terms are defined in the Equity Plan.

Other Equity Awards

On December 17, 2020, the Board of Directors approved of a one-time RSU grant to each of Mr. Heyer, Mr. Phoenix and Mr. Grafer valued at $80,000 (the “December Grant”) due to their ineligibility to receive Annual Retainers in 2020 and 2021 under the terms of the A&R Letter Agreement and A&R Monitoring Agreement, as applicable. The vesting schedule associated with the December Grants is as follows:

■          $40,000 (equating to 2,163 RSUs) vested immediately upon grant. The number of RSUs was calculated by dividing $40,000 by the average closing price of a share of the Company’s common stock for the 30-day trading period prior to October 2, 2019.

■          $32,000 (equating to 2,201 RSUs) will vest in full on June 15, 2021. The number of RSUs was calculated by dividing $30,000 by the average closing price of a share of the Company’s common stock for the 30-day trading period prior to June 5, 2020.

■          $8,000 (equating to 254 RSUs) will vest in full on December 17, 2021. The number of RSUs was calculated by dividing $8,000 by the average closing price of a share of the Company’s common stock for the 30-day trading period prior to December 17, 2020.

Director Compensation Table for Fiscal 2021

The following table provides information concerningon the compensation paid to persons serving as non-employee directorsnon-employee Directors of our Company for the fiscal year ended February 2, 2020January 31, 2021. Mr. Nelson, our CEO, receives no additional compensation for whom information has not been disclosed below underhis service as a Director. Mr. Nelson’s compensation is discussed in the heading “Summary Compensation Table.”

than senior management) and in December 2020 we restored cash compensation levels for our NEOs and Directors. We expect to continue to adjust our approach to compensation, including executive and Director compensation, to respond to our needs and market conditions.

As we look past this unprecedented year, we are confident that Lovesac’s unyielding commitment to sustainable products that are built to last a lifetime and designed to evolve is a distinct and compelling competitive advantage. We expect that adherence to our Designed for Life philosophy will not only drive continued growth and profitability but will also help us reach our newly stated goal: to operate a 100% circular and sustainable business model, reaching targets of zero waste and zero emissions by 2040.

Our Compensation Objectives

The current objectives of our executive compensation program are to:

▪       Recruit, incentivize and retain highly qualified executives who have the experience and leadership skills necessary to grow our business;

▪       Reward executives for achieving our financial, strategic and operational goals, and individual performance goals, both short- and long-term;

▪       Align the interests of our executives with those of our stockholders;

▪       Reflect our long-term corporate strategy;

▪       Promote a balanced approach to risk; and

▪       Provide compensation that is competitive and reasonable relative to peers and the overall market.

Our Compensation Committee will regularly evaluate the components and structure of the Company’s compensation program to ensure that it continues to fulfill its objectives and will make adjustments as needed.

Elements of Compensation

Our executive compensation program has three primary components — base salary, annual cash-based incentives and long-term equity-based incentives. We believe that these elements help attract and retain qualified individuals, link individual performance to Company performance, focus the efforts of our NEOs and other executives on the basisachievement of both our short-term and long-term objectives, and align the interests of our executives with those of our stockholders.

In addition, a significant portion of our NEO’s total target direct compensation (for Mr. Nelson and Mr. Krause 76%, and for Ms. Dellomo 69%), on average, is at-risk, meaning it is earned only if the Company achieves its performance goals or the value of the award is dependent upon the stock price. Taken together, these elements form a competitive compensation package that achieves our overall compensation objectives as further described in the following table and narrative.

(1)     Percentages are based on target values at grant.

We also provide our associates, including our NEOs and other executives, with comprehensive benefit programs such as medical, dental and vision insurance, a 401(k) plan, life and disability insurance, and flexible spending accounts. We do not offer perquisites to our NEOs.

Executive Compensation Program Snapshot

Our Compensation Committee regularly evaluates our compensation philosophy and the components of our compensation program to ensure that they are effectively driving the Company’s strategic objectives and promoting strong performance while remaining market competitive. The following table summarizes the components our executive compensation program.

Compensation Decision-Making

Role of the Compensation Committee

The Compensation Committee is responsible for establishing, approving and adjusting compensation arrangements for our NEOs, and for reviewing and approving corporate goals attained duringand objectives relevant to these compensation arrangements. The Compensation Committee also evaluates the entire performance period butof our NEOs taking into consideration Company performance achievements relative to the Company’s long-term business and financial goals. The Compensation Committee is comprised of independent Directors and works closely with its independent consultant, FW Cook, and senior executives to assess the effectiveness of the Company’s executive compensation program throughout the year.

Compensation decisions for our NEOs are made by the Compensation Committee with input from FW Cook for fiscal 2021. The Compensation Committee reviews the cash and equity compensation of our NEOs with the goal of ensuring that our executive officers are properly incentivized and makes adjustments as it determines to be appropriate.

The Compensation Committee considers compensation data from our peer group as one of several factors that inform its judgment of appropriate compensation levels. The Compensation Committee will be proratedalso consider other factors in determining compensation including those set forth below, and may pay above, at, or below the peer group median, including:

▪       The performance and experience of each NEO;

▪       The scope and strategic impact of the NEO’s responsibilities;

▪       Our past business performance and future expectations;

▪       Our long-term goals and strategies;

▪       The difficulty and cost of replacing high-performing leaders with in-demand skills; and

▪       The relative compensation among our NEOs.

Role of the Compensation Consultant

The Compensation Committee has the authority to retain the services of external advisors, including compensation consultants, legal counsel and other advisors, as needed to carry out its duties. The Compensation Committee engaged FW Cook to assist in guiding and executing our executive and director compensation strategy, assessing the target total direct compensation opportunities of our executive officers relative to market practices, developing a compensation peer group and advising on executive compensation decisions for fiscal 2021.

FW Cook does not provide any services to us other than the services provided to the Compensation Committee. Our Compensation Committee has assessed the independence of FW Cook and has concluded that no conflict of interest exists with respect to the work that FW Cook performs for the numberCompensation Committee.

Compensation Peer Group

The Compensation Committee reviews market data of monthscompanies that we believe are comparable to us. The Compensation Committee, with assistance from FW Cook, determined our peer group for fiscal 2021 based on several factors, including industry classification, company size, and other qualitative and business-related factors. Each year, the Compensation Committee examines our compensation peer group to ensure that it continues to reflect these factors and will make adjustments as needed.

Our peer group for fiscal 2021 compensation decisions consisted of 24 companies the majority of which are consumer goods companies. The Compensation Committee referred to compensation data from this peer group when making base salary, annual incentive award and long-term incentive award decisions for our NEOs. The following is a list of the participant’s servicecompanies that comprised our fiscal 2021 peer group.

Fiscal 2021 Compensation

Base Salaries

We pay base salaries to our NEOs to compensate them for their performance of their day-to-day responsibilities and provide regular income. The salaries are based on each NEO’s experience, leadership skills, and scope of responsibilities with reference to competitive market pay levels provided by FW Cook. Base salaries are reviewed on an annual basis by our Compensation Committee in consultation with FW Cook. Base salaries may be adjusted to maintain competitive pay positioning, reflect changes in responsibilities and other factors. In April of fiscal 2021, base salaries for the NEOs were reduced by 20% in response to changes in the business resulting from COVID-19. To offset the base salary reductions, RSUs were granted to the named executive officers. Base salaries were restored for our NEOs effective December 1, 2020 and increased by 2% as part of the Compensation Committee’s annual compensation review.

Annual Incentive Plan (AIP) Compensation

A significant portion of each NEO’s compensation is tied to Company performance. We provide for annual performance-based cash incentive opportunities for our NEOs (“AIP Award”) based on achievements relative to Company financial and strategic objectives. Target AIP Award levels are based on a percentage of our NEOs’ base salaries paid during the performance period. If a participant’s service terminates prior to completion of the applicable performance period for any other reason, the 2017 Plan provides that, unless otherwise determinedyear and informed by market data and Compensation Committee judgment. Actual awards amounts are based on actual achievement relative to certain levels of Company performance (Threshold, Target, Stretch and Maximum) established by the Committee, the performance award will be forfeited. No performance award may be sold or transferred other than by will or the laws of descent and distribution prior toCompensation Committee. Performance is measured at the end of the applicablefiscal year and actual payouts range from zero to a maximum capped at 100% of the NEO’s base salary as shown in the following table:

weightings, performance levels and actual results for fiscal 2021 which resulted in the NEOs earning the Maximum AIP Award payouts referenced in the prior table and included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 32.

are paid in connection with performance awards. Settlement of awards may be in cash or shares of common stock, as determinedCompany stock. If the NEO is not employed by the Committee. A participant will have no voting rights with respect to any such award unless and until sharesCompany on the payout date, earned PSUs are issued pursuantforfeited. Unearned PSUs shall vest in full upon involuntary termination without cause or a change in control.

▪       PSU1.    In fiscal 2021, PSUs could be earned by our NEOs based on Company performance relative to the award. The committee may grant dividend equivalent rights with respect to other stock-based awards, which will be subject to the same vesting termsnet sales and restrictions as the underlying award. The effect on such awards of the participant’s termination of service will be determined by the Committee andadjusted EBITDA performance targets set forth in the participant’sfollowing table as measured for the 12-month performance period ending January 31, 2021 (“PSU1s”). If the PSU1s do not vest because the targets were not achieved for the most recently completed fiscal year, then the tranche will be eligible for vesting based on the next full fiscal year’s performance at the time such subsequent fiscal year performance is measured. Unvested PSU1s may be carried forward in this manner only one year and may only be carried forward twice during the three fiscal year vesting period. If the Company achieves the performance targets for a given 12-month performance period, they are paid in shares of Company stock in three equal installments on the anniversary of the grant date.

Based on the performance ranges and actual results shown in the following table, the NEOs earned 100% of their target PSU1 award agreement.for the performance period ending January 31, 2021 representing one-third

Change in Control.Unless otherwise defined in a participant’s of their total PSU1 award, or 7,144 shares for each of Mr. Nelson and Mr. Krause, and 2,721 shares for Ms. Dellomo.

Fiscal 2020 PSU Awards

In fiscal 2020, the NEOs were granted PSUs that could be earned based on achievement of predefined Company performance metrics measured and certified by the Compensation Committee at the end of three 12-month performance periods ending in fiscal 2020, 2021 and 2022 (“2020 PSUs”). For the 12-month performance period ending January 31, 2021, the Compensation Committee established the same net sales and adjusted EBITDA targets for the 2020 PSUs as those set for the PSU1s. Based on the performance ranges and actual results shown in the table above, the NEOs earned 100% of their target 2020 PSUs for the performance period ending January 31, 2021 representing one-third of their total 2020 PSU award, or 2,668 shares for each of Mr. Nelson and Mr. Krause, and 1,049 shares for Ms. Dellomo.

Retirement or Similar Benefit Plans

401(k) Plan

Our 401(k) Plan is designed to provide retirement benefits to all eligible full-time and part-time associates. The TLC 401(k) Plan provides associates with the opportunity to save for retirement on a tax-favored basis. The 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 associates (both full-time and part-time) (except for union associates and nonresident aliens) are eligible to participate in the 401(k) Plan as of the day of the month they complete one (1) month of service and are over the age of 21.

Post-Employment 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 (other thanor a sale, exchange or transfer to one or more subsidiaries of the Company).

If a Change in Control occurs, the surviving, continuing, successor or purchasing entity or its parent may, without the consent of any participant, either assume or continue outstanding awards or substitute substantially equivalent awards for its stock. If so determined by the Committee, stock-based awards will be deemed assumed if, for each share subject to the award prior to the Change in Control, its holder is given the right to receive the same amount of consideration that a stockholder would receive as a result of the Change in Control. Any awards which are not assumed or continued in connection with a Change in Control or exercised or settled prior to the Change in Control will terminate effective as of the time of consummation of the Change in Control.

Our compensation committee has discretion to accelerate vesting of awards in connection with a Change in Control. The vesting of all awards held by non-employee directors will be accelerated in full upon a Change in Control.

The 2017 Plan also authorizes the Committee, in its discretion and without the consent of any participant, to cancel each or any award denominated in shares of stock upon a Change in Control in exchange for a payment to the participant with respect each vested share (and each unvested share if so determined by the Committee) subject to the cancelled award of an amount equal to the excess of the consideration to be paid per share of common stockchange in the Changenamed executive officer’s responsibilities following a change in Control transaction overcontrol, see the exercise price per share, if any, undersection entitled “Executive Employment Arrangements.”

Other Compensation Policies

Associate Benefits

We provide associate benefits to all eligible associates, including our NEOs, which the award. An award having an exercise or purchase price per share equalCompensation Committee believes are reasonable and consistent with its overall compensation objective to or greater than the fair market value of the considerationbetter enable us to be paid per share of common stock in the Change in Control may be canceled without payment of considerationattract and retain associates. These benefits include medical, dental and vision insurance, a 401(k) plan, life and disability insurance, flexible spending accounts, and other plans and programs. There are no perquisites offered to the holder.our NEOs.

Clawback Policy

Clawback Policy.The 2017 Plan states that ifIf the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, any participantour Equity Plan requires award recipients, including our NEOs, who either knowingly or through gross negligence engaged in the misconduct, or who knowingly or through gross negligence failed to prevent the misconduct, or any participant who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, will reimburse the Company for (i) the amount of any payment in settlement of an award received by such participantaward recipient during the twelve- month12-month period following the first public issuance or filing with the United States Securities and Exchange CommissionSEC (whichever first occurred) of the financial document embodying such financial reporting requirement, and (ii) any profits realized by such participant from the sale of securities of the Company during such twelve-month12-month period.

Insider Trading, Anti-Hedging and Pledging Policies

We have an Insider Trading Policy that requires our senior executive officers, including our NEOs, to pre-clear transactions in our common stock with the Company’s finance and legal department. Trading is permitted only during specified quarterly Company open trading periods. Our NEOs may enter into a trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These trading plans may be entered into only during an open trading period, must be approved by the Company’s finance and legal department, and must include a waiting period prior to commencement of trading under the plan. An executive bears the full responsibility if he or she violates the Company policy by permitting shares to be bought or sold without pre-clearance or when trading is restricted.

In addition, our policy prohibits our Directors, officers, and associates from (i) purchasing financial instruments that are designed to hedge or offset any decrease in the market value of our common stock, or (ii) engaging in hedging transactions to offset any decrease in the market value of our common stock. Our policy also prohibits our directors, executive officers and associates from pledging shares of our common stock as collateral for margin loans without prior approval from our Board of Directors.

CEO Succession Planning

Our Nominating Committee may specify inis delegated with the responsibility for CEO succession planning. As part of its responsibility, the Nominating Committee ensures that succession planning is an award agreementongoing discussion recognizing that leadership development and assessment are critical to our continued success. As part of that discussion, the Nominating Committee reviews the key attributes that a participant’s rightsCEO of the Company would need to possess in order to maximize his or her success. The Nominating Committee reviews and discusses its succession planning activities and related considerations with respectthe full Board of Directors which then provides valuable input on important succession-related actions and decisions making the process iterative between the Board of Directors and the Nominating Committee and therefore responsive to anthe Company’s needs.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Executive Compensation section with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Executive Compensation section be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2021.

Respectfully submitted by the members of the Compensation Committee of the Board of Directors:

Summary Compensation Table