| | | By Internet or telephone at a later time than your previous vote and before the closing of those voting facilities at 10:59 p.m., Central Time, on June 2, 2021; submitting a properly signed proxy card, which has a later date than your previous vote, and that is received no later than June 2, 2021; or
attending the Annual Meeting and voting in person.
If you hold shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.
Voting by Internet or telephone at a later time than your previous vote and before the closing of those voting facilities at 10:59 p.m., Central Time, on June 1, 2022. | | | In Person Submitting a properly signed proxy card, which has a later date than your previous vote, and that is received no later than June 1, 2022. | | | | By Mail Sending a written statement to that effect to the Corporate Secretary of the Company (the “Corporate Secretary”), provided such statement is received no later than June 1, 2022. | | | | If you hold shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions. | | | | | |
Academy Sports and Outdoors, Inc.7 | | | | | | | | | | Q: | Who will pay for the cost of this proxy solicitation? |
| | | | | Q: | | | | | WHO WILL PAY FOR THE COST OF THIS PROXY SOLICITATION? | A: | We will pay the costcosts of soliciting proxies. We have retained Alliance Advisors to assist in soliciting proxies for a fee of $15,000, plus reimbursement of out-of-pocket expenses incident to preparing and mailing our proxy materials. Proxies may be solicited on our behalf by directors, officers or employees of the Company (for no additional compensation) in person or by telephone, electronic transmission, and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. | | | | |
| | | | | | | | | | | | | Q: | How can I view copies of the Company’s corporate documents and filings with the U.S. Securities and Exchange Commission (the “SEC”) filings, including this Proxy Statement and the Annual Report? |
| | | | | | | | | | HOW CAN I VIEW COPIES OF THE COMPANY’S CORPORATE DOCUMENTS AND FILINGS WITH THE SEC, INCLUDING THIS PROXY STATEMENT AND THE ANNUAL REPORT? | A: | Our website contains the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), Bylaws, Corporate Governance Guidelines, Committee Charters,Board committee charters, Ethics and Code of Conduct Policy, and the Company’s SEC filings, including this Proxy Statement and the Annual Report. To view these documents, go to the Investor Relations pageour investor relations website at https://investors.academy.com, and select “Documents & Charters” from the “Corporate Governance” drop-down menu, or select “SEC Filings” from the “Financials & Filings” drop-down menu. |
| | | | | | | | | Academy Sports and Outdoors, Inc. | 7 | 2021 Proxy Statement |
8Academy Sports and Outdoors, Inc.
PROPOSAL NO. 1—ELECTION OF DIRECTORSProposal One
Election of Directors
Board of Directors The Board of Directors oversees or directs our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board and its three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. The Board is currently comprised of ten10 directors, fiveeight of whom are independent. Our Certificate of Incorporation provides for a classified Board currently divided into three classes. Brian T. Marley, Thomas (Tom) M. Nealon, William (Bill) SimonWendy Beck, Allen Questrom, and Nathaniel (Nate) H. TaylorSharen Turney constitute a class with a term that expires at the Annual Meeting of Stockholders in 2021 (the “Class I Directors”); Wendy Beck, Allen Questrom, and Aileen Yan constitute a class with a term that expires at the Annual Meeting of Stockholders in 2022 (the “Class II Directors”); and Ken Hicks, Vishal Patel,Beryl Raff, and JeffreyJeff Tweedy constitute a class with a term that expires at the Annual Meeting of Stockholders in 2023 (the “Class III Directors”); and Brian Marley, Tom Nealon, Nate Taylor and Chris Turner constitute a class with a term that expires at the Annual Meeting of Stockholders in 2024 (the “Class I Directors”). On May 10, 2021, Vishal Patel and Aileen Yan, both designees of affiliates of Kohlberg Kravis Roberts & Co., L.P. (“KKR”), stepped-down from the Board and Beryl Raff, an independent director, was appointed to the Board. Sharen Turney and Chris Turner, both independent directors, were added to the Board on August 5, 2021 and December 17, 2021, respectively. On March 2, 2022, Nate Taylor, a Class I Director and designee of affiliates of KKR, notified the Board of his intention to resign from the Board, effective at the Annual Meeting, and Allen Questrom, an independent Class II Director, notified the Board of his intention to retire and not seek re-election as a member of the Board effective upon the expiration of his current term at the Annual Meeting. In light of these pending departures, prior to the Annual Meeting, the Board will take action to address any vacancies on the Board, including by reducing the number of directors constituting the full Board, effective at the Annual Meeting. Directors are elected by our stockholders to serve for three-year terms that expire on the date of an annual meeting of stockholders. One class of directors stands for election at each of our annual meetings of stockholders, with directors elected to serve for staggered three-year terms.stockholders. The terms of our three current Class III directors expire on the date of the Annual Meeting, subject to the election and qualification of their successors. Upon the recommendation of the Nominating and Governance Committee, the Board has considered and nominated the following slate ofWendy Beck and Sharen Turney to continue as Class III Director nominees for a three-year term expiring at the Annual Meeting of Stockholders in 2024: Brian T. Marley, Tom M. Nealon, and Nate H. Taylor.2025. Action will be taken at the Annual Meeting for the election of these threetwo Class III Director nominees. Mr. Simon, a non-independent member of the Board since June 2020, will not stand for re-election at the 2021 Annual Meeting. As a result, Mr. Simon’s term as a member of the Board will expire at the 2021 Annual Meeting. Unless otherwise instructed, the persons named in the form of proxy card (the “proxy holders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the election of Brian T. Marley, Tom M. Nealon,each of Wendy Beck and Nate H. Taylor.Sharen Turney. Each of these nominees has indicated that heshe will be willing and able to serve as a director. If anyeither of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), the Board may propose another person or persons in place of any such nominee(s), and the individuals designated as your proxies will vote to appoint that proposed person or persons. Alternatively, the Board may be voted bydecide to reduce the proxy holders in accordance withnumber of directors constituting the recommendationfull Board.
Academy Sports and Outdoors, Inc.9 Board Composition We believe the current composition of the Board.Board brings a diverse balance of relevant experience and backgrounds to our Company. The Board is composed of seasoned directors and executives with proven track records of leadership and success in retail and other consumer-oriented businesses that are relevant in light of the Company’s business, strategy, and structure. The Board and the Nominating and Governance Committee regularly evaluates its composition to ensure it continues to advance our business strategies and serve the interests of our stockholders. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Board Composition Matrix (As of April 22, 2022) | | W. Beck | K. Hicks | B. Marley | T. Nealon | A. Questrom | B. Raff | N. Taylor | C. Turner | S. Turney | J. Tweedy | | | | | | | | | | | | | Total Number of Directors | 10 | | | | | | | | | | | | | Independence/Tenure/Class | | | | | | | | | | | | Independent | ü | | ü | ü | ü | ü | | ü | ü | ü | | Tenure (years) | 1 | 1 | 1 | 1 | 1 | 0 | 1 | 0 | 0 | 1 | | Class | II | III | I | I | II | III | I | I | II | III | | Term Expires | 2022 | 2023 | 2024 | 2024 | 2022 | 2023 | 2024 | 2024 | 2022 | 2023 | | Gender Identity | | | Female | ü | | | | | ü | | | ü | | | Male | | ü | ü | ü | ü | | ü | ü | | ü | | Non-Binary Gender | | | | | | | | | | | | Demographic Background | | | Black or African American | | | | | | | | | | ü | | Hispanic or Latinx | | | | | | | | | | | | White | ü | ü | ü | ü | ü | ü | ü | ü | ü | | | Asian (including South Asian) | | | | | | | | | | | | Native Hawaiian or Pacific Islander | | | | | | | | | | | | Native American or Alaskan Native | | ü | | | | | | | | | | Two or More Races or Ethnicities | | ü | | | | | | | | | | LGBTQ+ | | | | | | | | | | | | Did Not Disclose Demographic Background | | | | | | | | | | | | Veteran | | ü | | | | | | | | |
The Board’s current directors have a balance of age and gender and ethnic diversity that the Board believes provides it with an effective mix of experience and perspective. | | | | | | | | | | | | | | | | | | | | | Average Age 62 Years | | | Gender Diversity 30% 3 Women | | | Ethnic Diversity 20% 2 Minorities | | | | | | | | | | | | | | | Independence 80% 8 Directors | | | Committee Chair Diversity 2 of 3 Committee Chairs are Women | | | Overall Diversity 50% 5 Directors who are Women or Minorities |
10Academy Sports and Outdoors, Inc. Nominees for Election to the Board of Directors Set forth below is certain information regarding each Class III Director nominee. Beneficial ownership of equity securities of the Class III Director nominees is shown under “Ownership of Securities” below. below
. Ms. Beck was recommended to the Board by a third-party search firm and Ms. Turney was recommended to the Board by an independent director. | | | Brian T. Marley | | | | | | | | | | | | Director since: June 2020
Independent: Yes
Age: 63 | Committee Membership: Audit (Chairman) | Wendy A. Beck | | PRINCIPAL OCCUPATION AND OTHER INFORMATIONDirector since:December 2020 | Independent: Yes | Age:57 | | Brian T. MarleyCommittee Memberships:Audit; Nominating & Governance (Chair)
| | Wendy A. Beck has served on the Board and the Audit Committee since December 2020 and as a member and the Chair of the Nominating & Governance Committee since May 2021. Ms. Beck most recently served as Executive Vice President and Chief Financial Officer for Norwegian Cruise Line Holdings, Inc., from September 2010 until March 2018. Prior to that, Ms. Beck served as Executive Vice President and Chief Financial Officer of Domino’s Pizza Inc. from 2008 until 2010, as Senior Vice President, Chief Financial Officer and Treasurer of Whataburger Restaurants, LP from 2004 until 2008 and as their Vice President and Chief Accounting Officer from 2001 through 2004, and as Vice President, Chief Financial Officer, and Treasurer of Checkers Drive-In Restaurants, Inc. from 2000 through 2001. Ms. Beck has served on the Board of Directors of Traeger, Inc., including on its Audit Committee and its Nominating and Corporate Governance Committee since July 2021, and on the Board of Directors of Bloomin’ Brands, Inc. since February 2018, including on its Compensation Committee. Ms. Beck served on the Board of Directors and chaired the Audit Committee of At Home Group Inc. from September 2014 until July 2021, and on the Board of Directors and the Audit Committee of SpartanNash Company from September 2010 until December 2013. She is a graduate of the University of South Florida with a Bachelor of Science in Accounting and is a Certified Public Accountant.
The Board selected Ms. Beck to serve as a director based on her board, executive leadership and management experience related to the retail industry, which includes governance, strategic, supply chain, logistics, talent management, technology, cybersecurity and extensive accounting and financial skills. |
| | | | | | | | | | | | | | | | | Sharen J. Turney | | Director since: August 2021 | Independent: Yes | Age:65 | | Committee Memberships:Compensation; Nominating & Governance | | Sharen J. Turney has served on the Board, the Compensation Committee, and the Nominating & Governance Committee since August 2021. Ms. Turney served as the Chief Executive Officer of Russia-based jeans brand Gloria Jeans from November 2018 until November 2019. She served as President and Chief Executive Officer of Victoria’s Secret, a division of L Brands, Inc., from July 2006 until February 2016, and as President and Chief Executive Officer of Victoria’s Secret Direct, the brand’s catalogue and eCommerce operation, from May 2000 until July 2006. Prior to that, Ms. Turney spent 10 years in various executive roles, including President and Chief Executive Officer of Neiman Marcus Direct, the direct marketing division of Neiman Marcus Group. Ms. Turney has also served as an advisor to several retailers and technology companies. Currently, Ms. Turney serves on the Board of Directors of Bread Financial (formerly Alliance Data Systems Corp.), including on its Nominating and Governance Committee and as Chair of its Compensation Committee. Previously, Ms. Turney spent two years on the Board of Directors of Sweden-based designer sock and underwear brand Happy Socks AB, seven years on the Board of Directors of M/ I Homes, Inc., and two years on the Board of Directors of FULLBEAUTY Brands. She is a graduate of the University of Oklahoma with a Bachelor’s degree in Business Education and serves on the Baker Retailing Center Industry Advisory Board at the Wharton School at the University of Pennsylvania.
The Board selected Ms. Turney because of her board, executive leadership and management experience related to the retail industry, extensive digital/eCommerce, marketing, merchandising, operations, strategic, governance, supply chain, logistics, technology, and financial skills, and her experience as both a retailer and vendor serving the retail industry. |
| | | | | | | | | | | | | | BOARD RECOMMENDATION The Board recommends that you vote “FOR” the election of each of the Class II Director nominees named above. |
Academy Sports and Outdoors, Inc.11 Continuing Members of the Board of Directors Who Are Not Standing for Re-Election at This Annual Meeting Set forth below is certain information regarding each director whose term continues beyond the Annual Meeting and who is not subject to re-election this year. Beneficial ownership of equity securities for these directors is also shown under “Ownership of Securities” below. | | | | | | | | | | | | | | | | | Ken C. Hicks | | Director since: June 2020 | Independent:No | Age:69 | | Chairman of the Board | | | | Committee Membership: None | | Ken C. Hicks serves as the Chairman of the Board and as President and Chief Executive Officer, roles he has held since May 2018. Mr. Hicks has served as a member of the Board since June 2020 and served as a member of the board of managers of New Academy Holding Company, LLC since January 2018.from May 2017 until June 2020. Mr. Marley is the founder and Managing Partner of Marley Associates LLC, an advisory services firm. Mr. MarleyHicks previously served as Executive Vice President and Chief FinancialExecutive Officer of Belk,at Foot Locker, Inc. from2000 to 2013. August 2009 until February 2010, and also served as Chairman, President and Chief Executive Officer at Foot Locker, Inc. from February 2010 until November 2014, and as Executive Chairman at Foot Locker, Inc. from December 2014 until May 2015. Prior to joining Belk,Foot Locker, Inc., Mr. Marley wasHicks held senior positions at KPMG LLP for 20 years, during which he wasJ.C. Penney Company, Inc., Payless ShoeSource, Home Shopping Network, May Department Stores Company, and McKinsey & Company. Mr. Hicks has served on the board of directors of Avery Dennison Corporation since July 2007 and served on the board of directors of Whole Foods Market, Inc. from May 2017 until August 2017. Mr. Hicks graduated from the United States Military Academy located in West Point, NY, and served in the U.S. Army. He also earned a partner for seven years. He is a graduateMasters of the University of North Carolina at Chapel Hill.Business Administration with highest distinction from Harvard Business School.
The Board selected Mr. MarleyHicks to serve as a director based on his board, executive leadership, and management experience related to the retail industry, which includes merchandising, eCommerce, governance, financial, marketing, operations, real estate, sourcing, supply chain, and extensive financial experience.logistics skills. |
| | | | | | | | | Academy Sports and Outdoors, Inc. | 8 | 2021 Proxy Statement |
| | | Thomas (Tom) | | Tom M. Nealon | | Director since:March 2021 | Independent: Yes Age: 60
|
Age:61
| Committee Membership: Compensation | Lead Independent Director (or “Lead Director”) | | | Committee Membership:Compensation | PRINCIPAL OCCUPATION AND OTHER INFORMATION | Thomas (Tom)Tom M. Nealonhas served on the Board and the Compensation Committee since March 2021 and as Lead Director since December 2021. Mr. Nealon has served as Senior Advisor of Southwest Airlines Co., a major airline, since September 2021 and President of Southwest Airlines Co. sincefrom January 2017.2017 until September 2021. Mr. Nealon also served as Executive Vice President Strategy & Innovation of Southwest Airlines Co. from January 2016 tountil January 2017. Mr. Nealon has also served as Group Executive Vice President of J.C. Penney Company, Inc., a retail company, from August 2010 until December 2011. In this role Mr. Nealon was responsible for Strategy, jcp.com, Information Technology, Customer Insights, and Digital Ventures. Mr. Nealon held other senior positions and consulting roles at J.C. Penney, The Feld Group, and Frito-Lay, a division of PepsiCo, Inc. Mr. Nealon previously served on Southwest Airlines Co.’s Board of Directors from December 2010 until November 2015, and on the Board of Directors and the Audit Committee of the Fossil Group, Inc. from April 2012 tountil May 2020. Mr. Nealon holdsHe is a graduate of Villanova University’s School of Business with a Bachelor of Science in Business Administration from the Villanova School of Business and earned a Master of Business from the University of Dallas.
The Board selected Mr. Nealon to serve as a director based on his extensive board, executive leadership, management experience in retailing,related to the retail and consumer industries, including technology, eCommerce, marketing, merchandising, accounting, finance, governance, strategic planning, supply chain, logistics, technology, cybersecurity, and customer service.service skills. |
12Academy Sports and Outdoors, Inc. | | | Nathaniel (Nate) H. Taylor | | | | | | | | | | | | | | Brian T. Marley | | Director since: June 2020 | Independent: NoYes | Age: 4464 | | Committee Membership: Compensation (Chairman); Nominating and Governance Audit (Chair) | | PRINCIPAL OCCUPATION AND OTHER INFORMATION | Nathaniel (Nate) H. TaylorBrian T. Marley has served on the Board and as a member and Chair of the Audit Committee since June 2020 and served as a member of the board of managers of New Academy Holding Company, LLC from January 2018 until June 2020. Mr. Marley is the founder and has served as Managing Partner of Marley Associates LLC, where he has provided advisory services or a wide variety of consumer and retail firms, since August 2011.2014. Mr. Taylor co-heads the Americas Private Equity at Kohlberg Kravis Roberts & Co. L.P. (“KKR”)Marley previously served as Executive Vice President and serves on the Investment Committee within KKR’s Americas Private Equity platform.Chief Financial Officer of Belk, Inc. from 2000 until 2013. At Belk, Mr. Marley had responsibility for financial planning, accounting, treasury, risk management, process improvement, credit and customer loyalty programs. He also served as Chairman of Belk National Bank from 2000 until 2006. Prior to joining KKR,Belk, Mr. Taylor workedMarley was at Bain Capital whereKPMG LLP for 20 years, during which he was involved with investmentsan Audit and Assurance partner in the retail, health careRetail and technology sectors. Mr. Taylor has also served onConsumer Industry practice for seven years. He is a graduate of the boardUniversity of directors of US Foods Holding Corp. since May 2020, and National Vision Holdings, Inc. from February 2014 to September 2020. He holdsNorth Carolina at Chapel Hill with a Bachelor of Arts from Dartmouth College and a Masters ofScience in Business Administration from Stanford University Graduate Schooland where he currently serves as Chairman of Business.the Board of Visitors.
The Board selected Mr. TaylorMarley to serve as a director based on his significant business,executive leadership, governance, and management experience, including strategy, process improvement, risk management, customer loyalty, marketing, and extensive accounting and financial and investment experienceskills related to the retail industry and prior involvement with KKR’s investment in the Company.industry. |
| | | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE CLASS I DIRECTOR NOMINEES NAMED ABOVE. |
| | | | | | | | | Academy Sports and Outdoors, Inc. | 9 | 2021 Proxy Statement |
| | | PROPOSAL NO. 1—ELECTION OF DIRECTORS | | Beryl B. Raff |
| | | Continuing Members of the Board of Directors |
| | | Set forth below is certain information regarding each director whose term continues beyond the Annual Meeting and who is not subject to election this year. Beneficial ownership of equity securities for these directors is also shown under “Ownership of Securities” below. |
| | | Wendy A. Beck | Director since: December 2020May 2021 | Independent: Yes | Age: 5671 | | Committee Membership: AuditCompensation (Chair) | | PRINCIPAL OCCUPATION AND OTHER INFORMATION | Wendy A. BeckBeryl B. Raff has served on the Board and the Compensation Committee since December 2020.May 2021 and as the Chair of the Compensation Committee since October 2021. Ms. Beck,Raff has been the Chairman and Chief Executive Officer of Helzberg Diamonds, a Certified Public Accountant,wholly owned subsidiary of Berkshire Hathaway Inc., a multinational conglomerate holding company, since 2009. Before joining Helzberg Diamonds, from 2001 until 2009, Ms. Raff held senior merchandising positions with J.C. Penney Company, Inc. (“JC Penney”), most recently served as Executive Vice President and Chief Financial OfficerGeneral Merchandise Manager, where she was responsible for Norwegian Cruise Line Holdings, Inc. until March 2018.the day to day operation of the fine jewelry business and served on its Executive Board, which determined strategic direction and initiatives for JC Penney. Prior to that,JC Penney, Ms. Beck served as Executive Vice PresidentRaff also was Chairman and Chief FinancialExecutive Officer of Domino’s Pizza Inc. from 2008 to 2010, as Senior Vice President, Chief Financial Officerat Zale Corporation and Treasurer of Whataburger Restaurants, LP from 2004 through 2008 and as their Vice President and Chief Accounting Officer from 2001 through 2004, and as Vice President, Chief Financial Officer and Treasurer of Checkers Drive-In Restaurants, Inc. from 2000 through 2001.held senior merchant positions at R. H. Macy & Company. Currently, Ms. Beck has servedRaff serves on the boardBoard of directorsDirectors of Helen of Troy, Ltd., including on its Audit Committee and the compensation committee of Bloomin’ Brands, Inc. since February 2018formerly on its Compensation Committee, and on the boardBoard of directorsDirectors of Larry H. Miller Company, including on its Governance and has chaired the audit committee of At Home Group Inc. since September 2014.Compensation Committees. Previously, Ms. Beck previously servedRaff spent seven years on the boardBoard of directorsDirectors of The Michaels Companies, Inc., including on its Audit and Compensation Committees, eight years on the audit committeeBoard of SpartanNash CompanyDirectors of Group 1 Automotive, Inc., including on its Compensation Committee and as chair of its Governance & Nominating Committee, and ten years on the Board of Directors of Jo-Ann’s Stores, Inc., including on its Audit and Governance Committees and as chair of its Compensation Committee. She is a graduate of Boston University with a Bachelors of Business Administration and a Masters of Business Administration from September 2010 to December 2013.Drexel University.
The Board selected Ms. Beck to serve as a director based onRaff because of her board, executive leadership and management experience related to the retail industry, which includes accounting, finance, governance, marketing, merchandising, sourcing, manufacturing, operations, strategic, supply chain logistics, and extensive financial experience.talent management skills. |
| | | Allen I. Questrom | Director since: October 2020
Lead Director since: December 2020
Independent: Yes
Age: 81
| Committee Membership: Audit; Nominating and Governance (Chairman) | | PRINCIPAL OCCUPATION AND OTHER INFORMATION | Allen I. Questrom has served on the Board since December 2020. Mr. Questrom has served on the board of advisors of the Robin Report since January 2010. He served on the board of directors of At Home Group, Inc. from March 2012 to June 2020, Tailored Brands Inc. from August 2013 to June 2017, Sotheby’s from December 2004 to June 2014, Foot Locker, Inc. from February 2011 to May 2013 and Walmart Inc. from June 2007 to June 2009, and as a Trustee of Boston University from September 2006 to September 2020. He served as a Senior Advisor for Lee Equity Partners from June 2006 to January 2018. From September 2000 through December 2004, he was the Chairman and Chief Executive Officer of J.C. Penney Company, Inc. He served on the board of Barneys New York, Inc. beginning in January 1999 and as President and Chief Executive Officer from May 1999 until September 2000 and as Chairman of the Board from May 1999 until January 2001. He was Chairman and CEO of Federated Department Stores, Inc. (now Macy’s) from February 1990 to May 1997. Mr. Questrom was Chairman and Chief Executive Officer of Neiman Marcus, Inc. from 1988 to 1990. Mr. Questrom graduated from Boston University with a Bachelor of Science in Finance and Marketing.
The Board selected Mr. Questrom to serve as a director based on his executive leadership and management experience related to the retail industry.
|
Academy Sports and Outdoors, Inc.13 | | | | | | | | | Academy Sports and Outdoors, Inc. | 10 | 2021 Proxy Statement |
| | | Aileen X. Yan | | Chris L. Turner | | Director since: June 2020December 2021 | Independent: NoYes | Age: 3147 | | PRINCIPAL OCCUPATION AND OTHER INFORMATIONCommittee Membership:Audit | | Aileen X. YanChris Turner has served on the Board and the Audit Committee since December 2021. Mr. Turner has served as the Chief Financial Officer of Yum! Brands, a fast food corporation, since August 2019 where he has global responsibility for finance, corporate strategy, supply chain and information technology. Before joining Yum! Brands, he served as Senior Vice President and General Manager at PepsiCo, Inc., an multinational food, snack, and beverage corporation, leading PepsiCo’s retail and eCommerce businesses with Walmart in the U.S. and more than 25 countries and across PepsiCo’s brands from December 2017 until July 2019. Prior to leading PepsiCo’s Walmart business, he served in various positions including Senior Vice President of Transformation for PepsiCo’s Frito-Lay North America business from July 2017 until December 2017 and Senior Vice President of Strategy for Frito-Lay from February 2016 until June 2020 and as a member of the board of managers of New Academy Holding Company, LLC since November 2019. Ms. Yan is a member of the Retail and Consumer team at KKR.2017. Prior to joining KKR, Ms. YanPepsiCo, Mr. Turner spent more than 13 years at McKinsey & Company, a strategic management consulting firm, where he was with Clayton, Dubilier & Rice from 2013 to 2015, where she worked on investments across various industries including health care and retail. She holds a Bachelor of SciencePartner in Operations Research and Financial Engineering from Columbia University and a Master of Business Administration from Harvard Business School.
The Board selected Ms. Yan to serve as a director based on her significant business, financial and investment experience related tothe firm’s Dallas office. During this time, he served clients in the retail, industryrestaurant, consumer packaged goods, airline, high-tech and prior involvement with KKR’s investment in the Company.
|
| | | | Ken C. Hicks | Director since: June 2020
Independent: No
Age: 68
| | PRINCIPAL OCCUPATION AND OTHER INFORMATION | Ken C. Hicks serves as the Chairmanmedia industries. He is a graduate of the BoardUniversity of Arkansas with a Bachelor’s degree in Industrial Engineering and as President and Chief Executive Officer. Mr. Hicks has served as a member of the Board since May 2017 and as a member of the board of managers of New Academy Holding Company, LLC since January 2018. Mr. Hicks previously served as President and Chief Executive Officer at Foot Locker, Inc. from August 2009 to February 2010, and also served as Chairman, President and Chief Executive Officer at Foot Locker, Inc. from February 2010 to November 2014, and as Executive Chairman at Foot Locker, Inc. from December 2014 to May 2015. Prior to joining Foot Locker, Inc., Mr. Hicks held senior positions at J.C. Penney Company, Inc., Payless ShoeSource, Home Shopping Network, May Department Stores Company, and McKinsey & Company. Mr. Hicks has served on the board of directors of Avery Dennison Corporation since July 2007 and served on the board of directors of Whole Foods Market, Inc. from May 2017 to August 2017. Mr. Hicks graduated from the United States Military Academy located in West Point, NY, and served in the U.S. Army. He also earned a Masters of Business Administration with highest distinction from Harvard Business School.Stanford University.
The Board selected Mr. HicksTurner to serve as a director based on his executive leadershipsignificant business and management experience and extensive business and financialleadership experience related to the retail industry.and consumer industries, including supply chain, logistics, digital/eCommerce, operations, technology, cybersecurity, and extensive financial skills. |
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| | | Vishal V. Patel | Director since: June 2020 Independent: No
Age: 34
| | PRINCIPAL OCCUPATION AND OTHER INFORMATION | Vishal V. Patel has served on the Board since June 2020 and as a member of the board of managers of New Academy Holding Company, LLC since May 2015. Mr. Patel is a member of the Healthcare and Retail and Consumer teams at KKR. Mr. Patel served on the board of directors of US Foods Holding Corp. from August 2015 to September 2017. Prior to joining KKR, Mr. Patel was with Moelis & Company where he was involved in a variety of mergers, acquisitions and restructuring transactions. He holds a Bachelor of Science in Economics from the Wharton School at the University of Pennsylvania.
The Board selected Mr. Patel to serve as a director based on his significant business, financial and investment experience related to the retail industry and prior involvement with KKR’s investment in the Company.
|
| | | Jeffrey (Jeff)Jeff C. Tweedy | | Director since: October 2020 | Independent: Yes | Age: 5859 | | Committee Membership:Memberships: Compensation; Nominating and& Governance | | PRINCIPAL OCCUPATION AND OTHER INFORMATION | Jeffrey (Jeff)Jeff C. Tweedy has served on the Board, the Compensation Committee, and the Nominating & Governance Committee since October 2020. In March of 2021, Mr. Tweedy transitioned to an advisory role with Sean John Clothing, having served as its Chief Executive Officer from November 2007 tountil March 2021, and previously as its Executive Vice President from February 1998 tountil March 2005. He serveshas served on the boardBoard of Directors of The Piney Woods School since February 2019, and the advisory board of the Fashion Institute of Technology since January 2020, where he previously studied Menswear Design and Marketing. He served as Vice President of Karl Kani Jeans from March 1993 tountil June 1996. Mr. Tweedy served as Vice President of Spike Lee from February 1992 tountil June 1993 and as East Coast Sales Manager of Ralph Lauren Womenswear from February 1990 tountil December 1992.
The Board selected Mr. Tweedy to serve as a director based on his extensive executive leadership and management experience related to the retail industry.industry, including merchandising, marketing, sourcing, manufacturing, strategic, and talent management skills. |
| | | | | | | | | Academy Sports and Outdoors, Inc. | 12 | 2021 Proxy Statement |
14Academy Sports and Outdoors, Inc.
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERSBoard Governance
The primary responsibilityrole of the Board is to direct and oversee the management of the business and affairs of the Company in a manner that it considers in the best interests of the Company and its stockholders, in accordance with applicable laws and the Nasdaq Stock Market LLC (“Nasdaq”) Listing Rules. The Board’s responsibility is one of oversight and, in performing its oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with our stockholders. The Board selects our Chief Executive Officer and oversees our executive officers, who are charged by the benefit ofBoard with conducting our stockholders and other stakeholders.business. As part of its responsibility, the Board oversees criticalexercises direct oversight of strategic matters such as strategy, managementstrategic planning, budgeting, capital planning, compensation, governance, succession planning, financial and other internal controls, corporate governance,cybersecurity, risk management, compliance, and compliance. environmental, social and governance (“ESG”) matters. The Board has a dedicated annual strategic planning meeting with senior management and receives quarterly strategic updates during its regular meetings. To assist it in fulfilling its duties,responsibilities, the Board has delegated certain authority to its standing committees—committees: the Audit Committee, the Nominating and Governance Committee (the “Governance Committee”) and the Compensation Committee.Committee, each of which is composed entirely of independent directors. The dutiesroles and responsibilities of these standing committees are described below under “Board CommitteesCommittees.” Corporate Governance Guidelines Our commitment to good corporate governance is reflected in the Board’s Corporate Governance Guidelines, which describe the principles and Meetings.”practices that the Board is expected to follow in carrying out its responsibilities. The Corporate Governance Guidelines are reviewed from time to time by the Governance Committee and updated to the extent deemed appropriate in light of emerging practices and to ensure compliance with applicable laws, regulations, governance documents, and Nasdaq Listing Rules, upon recommendation to and approval by the Board. Copies of the Corporate Governance Guidelines and other corporate governance information are available on our investor relations website at investors.academy.com. | | | | Our recently updated Corporate Governance Guidelines address topics such as the role and responsibility of the Board, Board composition, structure and policies, Board meetings, committees of the Board, expectations of directors, management succession planning for the Chief Executive Officer and other executive officers, annual Board and committee evaluations, director compensation, director independence and qualifications, nomination, and selection, Board refreshment and retirement age/term limits, selection and separation or combination of the Chairperson of the Board and Chief Executive Officer, responsibilities of the Lead Director, director orientation and continuing education, director access to officers and employees, changes in directors’ principal occupation, outside directorships/overboarding, investor and other stakeholder communications with the Board and its non-management directors, and strategic planning and budgeting. The Corporate Governance Guidelines limit the number of public company boards on which a director may serve (including our Board), to four and the number of public company audit committees on which an Audit Committee member may serve (including our Audit Committee) to three. Further, directors who also serve as executive officers (or in equivalent positions) generally should not serve on more than three public company boards (including our Board). All of our directors, director nominees, and executive officers currently comply with our overboarding policy.
Academy Sports and Outdoors, Inc.15 Director Independence |
Under ourthe Corporate Governance Guidelines and the independence standards of the SEC and the Nasdaq Global Select Market (“Nasdaq”) Listing Rules, as such standards may be amended from time to time, a director is not independent unless the Board affirmatively determines that he or she does not have a relationship with us or our management which, in the opinion of the Board, would impair their independence. OurThe Corporate Governance Guidelines define independence in accordance with the independence standards under Rule 5605(a)(2) of the Nasdaq Listing Rules. Our Corporate Governance GuidelinesRules, and require the Board to review and determine the independence of all directors at least annually, subject to an election by the Company to rely on the exemption for controlled companies and the applicable transition periods under the applicable Nasdaq Listing Rules.annually.
OurThe Board has affirmatively determined that each of Wendy Beck, Brian Marley, Tom Nealon, Allen Questrom, Beryl Raff, Chris Turner, Sharen Turney, and JeffreyJeff Tweedy is “independent” under the guidelines for director independence set forth inSEC rules, the Corporate Governance Guidelines and Nasdaq Listing Rules, including under allthe heightened independence standards applicable Nasdaq guidelines, including with respect to audit and compensation committee membership.
members. In making its independence determinations, the Board considered and reviewed all information known to it (including information identified through annual directors’ questionnaires). | | | Controlled Company Exception |
Immediately afterSince our initial public offering (“IPO”), in October 2020, we have added eight independent directors to the Board, who now comprise 80% of the Board’s ten current directors. Following the Annual Meeting, our Board will be 88% independent.
Controlled Company Exemption Immediately after our IPO, affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR”)KKR beneficially owned shares representing more than 50% of the voting power of our shares eligible to vote in the election of directors. As a result, we were a “controlled company” within the meaning of the Nasdaq Listing Rules. Under such corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company isAs a “controlled company” we were entitled to, and may elect notelected to, comply withutilize certain Nasdaq corporate governance requirements,exemptions, including the requirements that (1) a majority of the Board consist of independent directors, (2) the Board have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (3) that our director nominations be made, or recommendednot being required to the full Board, by our independent directors or by a nominating committee that is composed entirely of independent directors and that we adopt a written charter or board resolution addressing the nominations process. Since our IPO, we have been utilizing these controlled company exemptions. As of the date of this report, we do not have a majority of independent directors on the Board and do not have a compensation or nominating committee that iswas composed entirely of independent directors. However, the Governance Committee consists of a majority of independent directors and, following the expiration of Mr. Simon’s term, the Board and the Compensation Committee will consist of a majority of independent directors. Accordingly, our stockholders do not currently have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements.
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Effective April 12, 2021, we no longer qualified as a “controlled company” under the Nasdaq Listing Rules.. As such, we will bewere required to comply with thesethe Nasdaq corporate governance requirements within transition periods of 90 days for ourthe Compensation Committee to consist of a majority of independent directors, one year for ourthe Compensation Committee and Governance Committee to consist entirely of independent directors, and one year for the Board to consist of a majority of independent directors.directors, each of which were timely satisfied. The Board is now 80% independent and all of the Board’s committees are now fully independent.
| | | CompositionLeadership Structure of the Board of Directors |
At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our Certificate of Incorporation provides that the authorized number of directors may be changed only by resolution of the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of the Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of the Company.
In addition, pursuant to a stockholders agreement entered into in connection with our initial public offering, or IPO, KKR has the right to designate nominees to the Board subject to the maintenance of certain ownership requirements in us. See “Transactions with Related Persons—Stockholders Agreement.”
| | | Director Nomination Process |
As noted above, we are currently utilizing the exemption for controlled companies from Rule 5605(e)(2) of the Nasdaq Listing Rules, which requires that director nominations be made, or recommended to the full Board, by our independent directors or by a nominations committee that is composed entirely of independent directors and that we maintain a written charter or board resolution addressing the nominations process. However, we do have a standing nominations committee, our Governance Committee, because the Board believes it is appropriate to have a standing nominations committee to carry out the responsibility of selecting or approving director nominees in accordance with our Corporate Governance Guidelines and the stockholders agreement.
The Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and nominates such candidates for election by our stockholders. As the application of these factors involves the exercise of judgment, the Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Governance Committee, in accordance with our Corporate Governance Guidelines and the Charter of the Governance Committee, do at a minimum assess each candidate’s character, judgment, familiarity with the Company’s business, industry knowledge/experience, accountability, skills, independence and ability to work collegially with the other members of the Board. In addition, although the Governance Committee considers diversity of viewpoints, background and experiences, the Board does not have a formal diversity policy. The Governance Committee may identify candidates for election to the Board on its own, or by considering recommendations from stockholders, officers and employees of the Company and other sources that the Governance Committee deems appropriate. The Governance Committee may retain a third-party search firm to assist in the identification of possible candidates for election to the Board.
When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Governance Committee focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.
The Board will consider director candidates recommended by stockholders. Any recommendation submitted to our Corporate Secretary should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that
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would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of our Corporate Secretary at Academy Sports and Outdoors, Inc., 1800 North Mason Road, Katy, Texas 77449. All recommendations for nomination received by our Corporate Secretary that satisfy our Bylaw’s requirements relating to director nominations will be presented to the Board for its consideration. Stockholders also must satisfy the notification, timeliness, consent and information requirements set forth in our Bylaws. These requirements are also described under “Stockholder Proposals for the 2022 Annual Meeting.”
| | | Leadership Structure of our Board of Directors |
We do not have a formal policy regarding the combination or separation of our Chairmanthe Chairperson of the Board and Chief Executive Officer positions. Ourpositions or whether a separate Chairperson should be selected from the independent directors. The Corporate Governance Guidelines provide the Board with the flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of the Company.Company and its stockholders at any given time. Currently, Mr.Ken Hicks serves as Chairman of the Board and as our Chief Executive Officer. We believe this leadership structurecombination of roles benefits the Company, as a combined Chairman of the Board/Chief Executive Officer role helps provide strong, unified leadership for our management team and the Board. The Board also believes that strong, independent Board leadership and oversight are a critical aspect of effective corporate governance. The Corporate Governance Guidelines enable the independent directors to elect a lead independent director (or “Lead Director”) to serve for a period of at least one year, whenever the Chairperson of the Board is also our Chief Executive Officer or a non-independent director. Accordingly, because the role of Chairman of the Board is currently combined with that of the Chief Executive Officer, in December 2021, the independent members of the Board appointed Tom Nealon to serve as the Lead Director for a period of no less than one year, succeeding Allen Questrom, who served as Lead Director from December 2020 to December 2021. The position of Lead Director has a clear mandate, significant authority and well-defined responsibilities as set forth in the Corporate Governance Guidelines. These responsibilities and authority include, among others: •presiding at meetings of the Board at which the Chairperson is not present, including at executive sessions of the independent directors; •collaborating with the Chairperson of the Board regarding the information sent to the Board; •collaborating with the Chairperson of the Board regarding the agendas and schedules for the meetings of the Board; •assisting in scheduling Board meetings and approving meeting schedules to ensure that there is sufficient time for discussion of agenda items;
16Academy Sports and Outdoors, Inc. •serving as liaison between the Chairperson of the Board and the independent directors and/or with management, as appropriate; •working with the Board and its committees to oversee the Company’s engagement with stockholders, proxy advisory firms, and other interested parties, reviewing stockholder inquiries, and making recommendations to the Board regarding responding to those inquiries, and being available for consultation and communication with major stockholders, upon request; •calling meetings/executive sessions of the independent directors, as appropriate; •collaborating with the Chairperson of the Board in determining the need for special meetings of the Board; and •recommending to the Board, in consultation with the applicable committee chairs, the retention of consultants and advisors who directly report to the Board, including independent legal, financial or compensation advisors. We believe that the current Board leadership structure provides appropriate governance and risk oversight. However, the Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. The Company also believes that strong, independent Board leadership is a critical aspect of effective corporate governance. Accordingly, in December 2020, the Board, in accordance with our Corporate Governance Guidelines, appointed Mr. Questrom, one of the Board’s independent directors, to serve as the Lead Director of the Board. The key responsibilities of our Lead Director include, among others, presiding at executive sessions of independent directors, facilitating communications between the independent directors and the chairperson of the Board and our management team, and calling meetings of the independent directors, as necessary.
We believe that the current Board leadership structure provides appropriate risk oversight of our activities.
To ensurepromote free and open discussion and communication among the non-management directors of the Board, the non-management directors will meet in executive session with no members of management present from time to time and, iftime. In addition, to the extent that the non-management directors include any non-independent directors, who have not been determined to be independent, the independent directors also will separately meet in a private sessionseparately at least once a year in a private session that excludes management and directors who have not been determined to be independent.non-independent directors. The Lead Director if any, or a director designated by the non-management or independent directors, as applicable, will presidepresides at the executive sessions.sessions of both non-management and independent directors. In fiscal 2021, the independent directors separately met at least twice in private session that excluded management and non-independent directors. | | | Management Succession Planning |
The Board believes that one of its primary responsibilities is to oversee the development and retention of senior talent and to ensure that an appropriate succession plan is in place for our Chief Executive Officer and other members of senior management. The Board and Compensation Committee, together with the Chief Executive Officer, regularly reviews senior management talent and succession planning.
| | | Board and Committee Evaluations |
In order to increase the effectiveness of the Board, the Governance Committee will supervise a review and evaluation of the performance of the Board and its committees. The evaluation will be conducted through a range of questions related to topics including structure of the Board and its committees, overall
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Board and committee effectiveness, oversight and risk management, strategy and Board access to information and resources. The evaluation results about the Board and its committees will be reviewed and discussed by the Governance Committee as well as the full Board. | | | Communications with the Board |
As described in our Corporate Governance Guidelines, anyone who would like to communicate with, or otherwise make his or her concerns known directly to the chairperson of any of the Board or the Audit, Governance, and Compensation Committees any then-serving Lead Director or the director designated by the non-management or independent directors as the presiding director, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to our Corporate Secretary at Academy Sports and Outdoors, Inc., 1800 North Mason Road, Katy, Texas 77449, who will forward such communications to the appropriate party.
| | | Board Committees and Meetings |
The Board has established an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, each of which operatesis entirely comprised of independent directors. These committees are each described below. The Governance Committee is responsible for identifying Board members qualified to serve on each committee and recommending that the Board appoint members to each committee. Each committee reports regularly to the full Board summarizing the committee’s actions and any significant issues considered by the committee. Each of the Board’s committees acts under a written charter, that has beenwhich was approved and adopted by the Board.Board and describes the responsibilities of the committee. Copies of the Audit Committee, Compensation Committee, and Governance Committee charters are available on our investor relations website at investors.academy.com. The following table summarizesshows the current membershipmemberships of each of the Board’s committees. | | | | | | | | | | | | | | Audit Committee | Compensation Committee | Nominating and Governance Committee | Ken Hicks (C) | | | | Wendy A. Beck(I)* | X | | Chair | Brian T. Marley(I)* | Chair | | | Tom M. Nealon(I) LD | | X | | Allen I. Questrom(I)*LD | X | | ChairX | Bill S. SimonBeryl Raff (I) | | XChair | | Nate H. Taylor | | Chair | | Chris Turner (I)* | X | | | Sharen Turney (I) | | X | X | Jeff C. Tweedy(I) | | X | X |
((I)I) Independent Director*SEC Audit Committee Financial ExpertLDLead Director XMember Member(
All directors are expected to make every effort to attend all meetingsC) Chairman of the Board meetings of the committees of which they are members
Academy Sports and the annual meeting of stockholders. Since our IPO, during fiscal 2020 the Board held four meetings, the Audit Committee held two meetings and the Compensation Committee held one meeting. In addition, the Board, the Audit Committee, the Compensation Committee, and the Governance Committee acted by unanimous written consent several times during fiscal 2020. In fiscal 2020, all of our directors attended at least 75% of the meetings of the Board of Directors and its committees during the time in which he or she served as a member of the Board of Directors or such committee.Outdoors, Inc.17 Audit Committee Our Audit Committee consists of Brian T. Marley, who serves as the Chair, Wendy A. Beck, Allen Questrom, and Allen I. Questrom.Chris Turner. The Board has determined that all memberseach member of the Audit Committee areis “independent,” as required by Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Nasdaq Listing Rules applicable to directors and meetaudit committee members, and meets the “financial sophistication” requirement within the meanings of the Nasdaq Listing Rules, and has also determined that Mr. Marley, Ms. Beck and Mr. Questrom qualifyeach member of the Audit Committee qualifies as an “audit committee financial experts,expert,” as defined in Item 407(d)(5) of Regulation S-K. TheUnder the Audit Committee’s charter, which is reviewed by the Audit Committee is responsible for, among other things, preparingannually, the audit committee report required byoversight responsibilities of the SEC to be included inAudit Committee involve the following (among others):
•overseeing our proxy statementconsolidated financial statements and assisting the Board with respect toaudits thereof, earnings press releases, and earnings guidance; •engaging our independent registered public accounting firm and reviewing, and approving or confirming its oversight ofcompensation, qualifications, performance, and independence; •overseeing our accounting, including our financial reporting, and disclosure processes, adequacypractices and
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soundness of systems of disclosure and internal control established by management, the quality and integrity thereof;
•overseeing our systems of ourinternal controls regarding financial statementsreporting and the annualadequacy and soundness thereof; •overseeing our internal audit function and its performance; •overseeing our enterprise, information technology, and cybersecurity/data protection risk management programs; •reviewing our legal, compliance, ethics and whistleblower programs, and matters; •pre-approving, eligible audit and non-audit services to be performed by the independent registered public accounting firm; •reviewing and approving, if applicable, related person transactions and overseeing other related person transactions under the accounting rules; and •reviewing and approving the Report of the Audit Committee for inclusion in the Proxy Statement. See “Report of the Audit Committee.” Along with the Board, the Audit Committee receives regular reports from management to help ensure its effective and efficient oversight and to assist in its proper risk management and ongoing evaluation of management controls. Through its regular meetings with management, including the accounting, finance, legal, internal audit, of our consolidated financial statements,risk, business continuity, and information technology functions and discussions, as appropriate, with our independent registered public accounting firm’s qualificationsfirm and independence;internal auditors, the performanceAudit Committee reviews and discusses significant areas of our business, including areas of risk and appropriate mitigating factors. Our internal audit functionauditors report functionally and independent registered public accounting firm,administratively to our compliance with legalChief Financial Officer and regulatory requirements in connection withdirectly to the foregoing, compliance with our Ethics and Code of Conduct, and overall risk management profile.Audit Committee. Compensation Committee Our Compensation Committee consists of Nate H. Taylor,Beryl Raff, who serves as the Chair, Tom M. Nealon, Bill S. Simon,Sharen Turney, and Jeff C. Tweedy. The purposeBoard has determined that each member of the Compensation Committee is “independent” as required under the Nasdaq Listing Rules applicable to directors and members of a compensation committee and also qualifies as a “non-employee” director for purposes of Section 16 of the Exchange Act. Under the Compensation Committee’s charter, which is reviewed by the Compensation Committee annually, the oversight responsibilities of the Compensation Committee involve the following (among others): •establishing and reviewing the overall compensation philosophy of the Company; •reviewing and recommending corporate goals and performance objectives of the Chief Executive Officer and approving corporate goals and performance objectives of other executive officers, relevant to their compensation; •reviewing and evaluating the performance of executive officers;
18Academy Sports and Outdoors, Inc. •reviewing and recommending compensation of directors and the CEO and approving compensation of other executive officers; •reviewing and recommending policies and practices concerning executive officer compensation programs, benefit plans, perquisites, and expense accounts; •overseeing the Company’s strategies and policies related to talent management (and work with the Lead Director and the Board’s other committees with respect to matters overseen by such other committees), including with respect to matters such as talent development and retention, workplace environment and culture, and diversity and inclusion; •administering or overseeing incentive compensation, stock incentive and stock purchase plans, including determining grants of equity awards under the stock-based plans; •undertaking annual review and risk assessment of compensation policies and practices; •overseeing executive officer succession planning; •reviewing and/or recommending any employment contracts or transactions involving directors or executive officers and any related compensation arrangements; •assessing and monitoring the independence of its compensation consultant and legal counsel; •pre-approving services to be provided to the Company by its compensation consultant; •reviewing and discussing with management the Company’s engagement efforts with stockholders on the subject of executive officer compensation; •reviewing, approving, and monitoring compliance with stock ownership guidelines for directors and executive officers and the Company’s clawback policy; and •reviewing and approving the Compensation and Discussion Analysis and Compensation Committee Report for inclusion in the Proxy Statement. See “Compensation & Discussion Analysis.” Along with the Board, the Compensation Committee receives regular reports from management to help ensure its effective and efficient oversight and to assist the Board in discharging its responsibilities relating to the establishment, maintenanceproper risk management and administrationongoing evaluation of compensation programs. Through its regular meetings with management, including the human resources, compensation, and benefit policies designed to attract, motivatelegal functions and retain personneldiscussions, as appropriate, with its independent compensation consultant, the requisite skillsCompensation Committee reviews and abilities to contribute to our long term success, setting our compensation program and compensationdiscusses significant areas of our executive officers, directorsbusiness, including areas of risk and key personnel, monitoring our incentive compensation and equity-based compensation plans, succession planning for our executive officers, directors and key personnel, our compliance with the compensation rules, regulations and guidelines promulgated by Nasdaq, the SEC and other law, as applicable, and preparing the compensation committee report required to be included in our proxy statement under the rules and regulations of the SEC.appropriate mitigating factors. Nominating and Governance Committee Our Governance Committee consists of Allen I. Questrom,Wendy Beck, who serves as the Chair, Nate H. Taylor,Allen Questrom, Sharen Turney, and Jeff C. Tweedy. The functionBoard has determined that each member of the Governance Committee is “independent” as required under the Nasdaq rules applicable to advisedirectors. Under the Governance Committee’s charter, which is reviewed by the Governance Committee annually and, the oversight responsibilities of the Governance Committee involve the following (among others): •developing the Company’s corporate governance practices, policies, and documents and overseeing the related risks; •reviewing and monitoring the composition, size, structure, functioning, and performance of the Board and its committees; •establishing criteria for the selection of candidates and nominees for appointment or election as directors to serve on the Board; •identifying and recommending individuals believed to be qualified as director candidates or nominees, including recommendations whether current directors should stand for re-election, and the class of directors in which the candidate or nominee should serve; •evaluating director candidates or nominees recommended by stockholders on a substantially similar basis as it considers other candidates or nominees;
Academy Sports and Outdoors, Inc.19 •recommending directors to serve on the Board’s committees; •reviewing the independence and possible conflicts of interest of directors; •recommending an independent director to serve as Lead Director; •providing oversight and making recommendations for the Company’s corporate social responsibility efforts, including ESG matters, and political contributions; •approving directorships at other for-profit organizations offered to directors and executive officers; •working with Lead Director to oversee communications with stockholders, proxy advisory firms and other interested parties concerning governance and other related matters and reviewing stockholder proposals and making recommendations to address them (and work with other committees with respect to matters overseen by them); •overseeing evaluations of the Board and its committees; and •overseeing director engagement, education, and orientation activities. Along with the Board, the Governance Committee receives regular reports from management to help ensure its effective and efficient oversight and to assist in its proper risk management and ongoing evaluation of governance practices and policies. Through its regular meetings with management, including the legal, ESG, and investor relations functions and discussions, as appropriate, compositionwith its legal counsel, the Governance Committee reviews and discusses significant areas of our business, including areas of risk and appropriate mitigating factors. Board and Committee Meetings and Attendance All directors are expected to attend all meetings of the Board, meetings of the committees of which they are members, and the annual meeting of stockholders. During 2021, the Board held six meetings, the Audit Committee held six meetings, the Compensation Committee held four meetings, and the Governance Committee held four meetings. In addition, the Board, the Audit Committee, the Compensation Committee, and the Governance Committee acted by unanimous written consent several times during 2021. In 2021, all of our incumbent directors attended at least 75% of the meetings of the Board of Directors and its committees during the time in which he or she served as a member of the Board or such committee. In addition, all of our directors are expected to attend our Annual Meetings of Stockholders, and all of our then serving directors attended the 2021 Annual Meeting of Stockholders. Board and Committee Evaluations In order to assess the functioning and effectiveness of the Board and its committees, identify individuals qualified to become membersthe Corporate Governance Guidelines and the charters of our Board, recommend toeach of the Board’s committees require the Board and each of its committees to conduct a formal performance evaluation on at least an annual basis, generally at the persons to be nominatedfirst regularly scheduled meetings of the Board or such committee in the fiscal year. This annual evaluation process is overseen by the Board for election as directors at any meeting of stockholders, recommend toGovernance Committee in concert with the Lead Director and requires that the Board and its committees each review and evaluate their respective performances against the requirements of the Corporate Governance Guidelines and the appropriate committee charters, respectively. The evaluation process enables directors to provide anonymous and confidential feedback on topics including: •Board/committee responsibilities and accountability (including with respect to strategy, operating performance, corporate governance, risk management, succession planning, senior management development, ESG, and corporate culture); •Board/committee composition and structure (including the mix of director experience, skills, qualifications, viewpoints, and backgrounds); •Board/committee meeting mechanics; •Board/committee meeting information and materials; •Board/committee member’s conduct and culture; •Board/committee engagement, orientation, and continuing education; •Board/committee interaction with management; and •Overall performance/effectiveness of the Board/committee and its members.
20Academy Sports and Outdoors, Inc. The results of the feedback are reviewed and addressed by the members of the Board to serve onor applicable committee, the various committeesGovernance Committee, and the Lead Director in an executive session of the Board developand/or applicable committee. Our Lead Director also conducts individual interviews with each of the directors. These interviews address similar topics, with the one-on-one setting permitting more detailed feedback on Board operations and recommenddirector performance, as well as providing opportunities for mentoring newer directors. The feedback from these interviews is typically discussed with the full Board at its first regular meeting of the fiscal year. In addition to conducting formal performance evaluations, the directors share their perspectives, feedback and suggestions, year-round, both during and outside of Board and committee meetings. Director Nomination Process The Governance Committee is responsible for recommending director nominees to the Board for annual election by the stockholders. The Board seeks to promote refreshment of its directors, while also balancing the need for institutional knowledge and stability that comes from longer-term service on the Board. As part of the Board’s ongoing refreshment efforts, the Corporate Governance Guidelines prohibit a setdirector from being nominated for re-election at any annual meeting following the earlier of corporate governance guidelines and assisttheir 75th birthday or after they achieve 15 years of service on the Board. Current members of the Board whose class term is expiring are considered for nomination for reelection unless they have notified the Board that they do not wish to stand for re-election. Nevertheless, the Board believes that directors should not expect to be re-nominated at the end of their term. In determining whether to recommend a current director for re-election, the Governance Committee considers the director’s qualifications, participation in complying with them, and overseecontributions to the evaluationactivities of the Board, the Board’s committees,results of the annual Board evaluation, and management.past meeting attendance. | | | Committee Charters and Corporate Governance Guidelines |
The Governance Committee may also consider director nominees identified by other sources, including current members of the Board, members of management, and stockholders. From time to time, the Governance Committee may retain a third-party search firm to assist in the identification of possible Board candidates. Services provided by the search firms include identifying and assessing potential director candidates meeting criteria established by the Governance Committee, verifying information about the prospective candidate’s credentials, and obtaining a preliminary indication of interest and willingness to serve as a Board member.Our commitmentThe Board will consider director candidates recommended by stockholders on a substantially similar basis as it considers other candidates. Any such recommendation should be submitted to good corporate governancethe Corporate Secretary in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary at Academy Sports and Outdoors, Inc., 1800 North Mason Road, Katy, Texas 77449. All recommendations for nomination received by our Corporate Secretary that satisfy our Bylaws’s requirements relating to director nominations will be presented to the Board for its consideration. Stockholders also must satisfy the notification, timeliness, consent, and information requirements set forth in our Bylaws. These requirements are also described in this Proxy Statement under “Stockholder Proposals for the 2023 Annual Meeting.”
Director Qualification Criteria The Board is responsible for considering the long-term make-up of the Board and monitoring the mix of specific experience, skills, qualifications, and attributes of its directors so that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of our business and structure. The Governance Committee is responsible for identifying director candidates, evaluating the qualifications of director candidates, and selecting and recommending director candidates to the full Board for initial appointment to the Board and/or nomination for annual election by our stockholders. When considering whether our current directors (including the director nominees) have the experience, skills, qualifications, or attributes, needed by the Board, the Board and the Governance Committee focus on each person’s background, primarily as reflected in the information discussed in each director’s individual biography set forth above. The Board and the Governance Committee believe that our Corporatecurrent directors (including the director nominees) provide an appropriate mix of
Academy Sports and Outdoors, Inc.21 experience, skills, qualifications and attributes necessary for the Board, as a whole, to perform its oversight function in light of our business and structure. The Governance Guidelines,Committee evaluates all candidates based on the same criteria, which describe the Board’s views and policies on a wide range of governance topics. Our Corporate Governance Guidelines are reviewed from time to timeis established by the Governance Committee and approved by the Board. The Governance Committee evaluates each director candidate on the basis of the length, breadth and quality of the candidate’s business experience, the applicability of the candidate’s skills and expertise to the Company’s business and strategic direction, the perspectives that the candidate will bring to the entire Board, and the personality or fit of the candidate with the existing members of the Board and management. As required by its charter and the Corporate Governance Guidelines, the Governance Committee seeks directors who are independent, have executive officer, consumer retail, and public board experience, and demonstrate strong character, mature judgment, an understanding of Academy’s business and industry, deep business acumen, independence of thought, and collegiality. In addition, the Governance Committee considers all other factors it considers appropriate, which may include the candidate’s personal familiarity with Academy, diversity of viewpoints, personal ethnic and national background, gender, race, geography and sexual orientation, age, existing commitments to other businesses, potential conflicts of interest, legal considerations, corporate governance background, career experience, relevant technical skills, governmental acumen, financial sophistication, and executive compensation experience, as well as the size, composition, combined expertise, and needs of the Board. The Board assesses the criteria for director candidates and nominees in connection with its annual evaluation of the Board and its committees. The Board recognizes the importance of selecting directors from various backgrounds and professions, as well as who are diverse as to age, gender, race, ethnicity, and sexual orientation. The Board believes that developing a diverse board is beneficial because it enhances the Board’s performance. Thus, the Board is considerate of diversity, including diversity of gender and race, when evaluating the Board’s composition needs, as set forth in the Corporate Governance Guidelines and Governance Committee’s charter. Since the IPO in October 2020, the Board has taken actions to build a diverse membership. The Board now includes three female directors and two minority directors, collectively representing 50% of the Board’s 10 current directors. The Board also recently updated its Corporate Governance Guidelines to require that, as part of the search process for each new director, the Governance Committee should include women and minorities in each pool of candidates (and direct any third-party search firm to do so), and will interview at least one woman or one minority candidate. Director Orientation, Engagement, and Continuing Education The Governance Committee oversees our director orientation program, ongoing director engagement, and continuing education, which includes both internal activities and access to external programming. We have a structured director orientation program for new directors during their first year on the Board to accelerate their onboarding. This program includes information sessions with directors and senior management and visits to our stores and other facilities. Our director engagement programs includes in-depth meetings with management to provide our directors with the extent deemedopportunity and periodic walks of our stores and other facilities to expand their insight into business operations and activities and observe our strategic initiatives in action. We provide all directors with membership in the National Association of Corporate Directors and relevant educational presentations and board-related periodicals. Management Succession The Board is responsible for the development and retention of senior leadership and ensuring that an appropriate succession plan is in lightplace for our Chief Executive Officer and other executive officers. Both the Board and the Compensation Committee are regularly engaged in succession planning. The Compensation Committee primarily oversees the development and implementation of emergingsuccession plans for senior leadership positions. This process includes review and discussion of the performance and development of senior leadership on a regular basis, along with management’s evaluation and recommendations for senior leadership succession, including both long-term succession plans and emergency succession plans. The Board also regularly reviews succession plans for senior management and the Chief Executive Officer. To assist the Board, our Chief Executive Officer annually provides his assessment of senior leaders and their potential to succeed at key senior management positions. The Board also meets potential leaders at many levels across the organization through formal presentations, informal events, one-on-one meetings, and store and other facility walks throughout the year.
22Academy Sports and Outdoors, Inc. Environmental, Social, and Governance (ESG) At Academy, responsible leadership and integrity are values that are fundamental to the way we conduct our business. We believe that practicing corporate responsibility strengthens the accountability and performance of the Board and executive management team, supports the long-term interests of our stockholders and other stakeholders (including our team members, our customers, and their communities), and furthers the achievement of Our Vision to be the best sports + outdoors retailer in the country. Our commitment to meaningful environmental, social and governance (“ESG”) practices revised accordingly, upon recommendationreflects our belief that we must engage in responsible corporate leadership to and approvalbe our best. ESG oversight is performed by the Board.Board and its committees. The Governance Committee is primarily responsible for monitoring of our ESG practices. This includes reviewing our ESG initiatives and progress against general corporate responsibility trends and the views of our stakeholders and making recommendations to the Board, its other committees, and our executive leadership regarding our ESG strategy. The Governance Committee manages its oversight of our ESG practices by having regular discussions with management and quarterly updates of our ESG initiatives and progress during committee meetings. The Governance Committee is also responsible for overseeing ESG matters related to governance, investor relations, and political contributions. The Compensation Committee oversees ESG matters related to team members, including diversity, equity, inclusion, and belonging, compensation, benefits, and wellness, engagement and training, and succession planning. The Audit Committee oversees ESG matters related to compliance (including ethics, whistleblower hotline, and safety), cybersecurity, data privacy, and enterprise risk management. The Board oversees ESG as part of its oversight of our business and strategy. Each committee provides an update to the full Board on matters discussed and actions taken or recommended in its meeting held, including with respect to ESG matters. Each year, the Board receives a report on our ESG initiatives and progress, including a discussion of our ESG reporting and communications. At the management level, senior leaders comprise a cross-functional team that drives our ESG efforts. The ESG team focuses on identifying key ESG matters that are important to our business and stakeholders, developing initiatives that advance our ESG efforts, and reporting and communicating our ESG progress. The ESG team works with the major functions of the Company, including executive management, merchandising, global sourcing, supply & logistics, community giving, communications, human resources, legal & compliance, safety, information technology, store and distribution center operations, facilities management, and internal audit to align our efforts with general corporate responsibility trends and the views of our stakeholders and report and communicate our progress on these efforts using the leading ESG framework and standards, as further described below. Our ESG efforts primarily relate to keeping our customers active and connected with experiences, contributing to a diverse and inclusive society and workplace, investing in our team members, ensuring the quality and safety of our products, workplaces and retail experience, supporting and giving to our communities, enhancing our governance practices, strengthening our compliance programs, ensuring our cybersecurity, and minimizing our environmental impact. Going forward, we will continue to review and appropriately enhance the scope of our evolving ESG efforts. In June 2021, we updated our investor relations website at investors.academy.com to provide a page dedicated to our ESG initiatives. On a periodic basis, we issue a report describing our ESG initiatives and progress. In Spring 2022, we expect to issue an updated ESG Report that will be posted on our ESG webpage. The 2021 ESG Report will provide more transparent and quantitative disclosures, including reporting informed by the Sustainability Accounting Standard Board (“SASB”) standard and in reference to the Global Reporting Initiative (“GRI”) standard. In addition the 2021 ESG Report will include tear sheets that contain disclosures of certain standard metrics to improve the convenience of reviewing our achievements. The following are notable highlights of our ESG achievements regarding Diversity, Inclusion and Belonging; Corporate Governance; Firearms Safety, Compliance, and Responsibility; Product and Environmental Sustainability; and Supporting our Communities, which will be further covered in the updated ESG Report along with other recent key ESG achievements. Commitment to Diversity, Inclusion and Belonging At Academy, we believe the diversity of the Board, team members, customers, and all others with whom we interact enhances the quality of our work environment and the shopping experience of our customers. Academy encourages diversity, inclusion, and belonging (“DIB”) and requires that all team members and vendors interact fairly, equally, and respectfully towards others.
Academy Sports and Outdoors, Inc.23 Our commitment to DIB begins at the top with the Board and senior management. Since our IPO in October 2020, the Board has taken actions to build a diverse membership. The Board now includes three female directors and two ethnic minority directors, representing 50% of its current directors. In addition, our Chairman of the Board is an ethnic minority and the Compensation Committee and the Governance Committee are chaired by females. We recently updated the Corporate Governance Guidelines Audit, Compensation,to provide that women and Nominatingminorities should be reflected in any pool of candidates being considered for a Board position and Governanceat least one woman or one minority candidate should be interviewed. Our senior executives include three females and three ethnic minorities, representing 60% of our executive officers. Further, throughout our organization, we continue to attract, recruit, develop, and retain team members with backgrounds that are representative of our diverse customer base, because it makes us stronger. During 2021, we increased the racial/ethnic diversity of our overall management level positions (i.e., store and corporate managers and above) by approximately 10%. We have a DIB Committee Charters,comprised of a diverse group of cross-functional leadership, which leads the promotion and development of our ongoing DIB initiatives. In 2021, the DIB Committee led the launch of our DIB programs in our stores, distribution centers and corporate headquarters. The DIB Committee also introduced and supports several Team Member Resource Groups (“TRGs”) and Academy Networking Groups (“ANGs”), which are team member-led and -organized groups formed with the purpose of building meaningful connections with their fellow team members around their diverse cultures and common interests. TRGs and ANGs are opportunities for team members to actively engage around a central unifying purpose, mission, background or activity. TRGs, which include Black Alliance for Social and Enterprise Success (BASES), LGBTQ+ Pride and Allies, ¡Vamos!, Veterans Engagement Team and Supports (VETS), and Women in Leadership, celebrate the diversity of our team members and promote DIB throughout the Company. TRGs promote the overall well-being of team members and establish mutually beneficial relationships between Academy, our workforce, members of the TRG, and the communities we serve. Academy provides TRGs with executive sponsorship, budgetary support and other corporate governance information are available on our website at investors.academy.com. | | | Oversight of Risk Management |
meaningful resources to best enable the groups to successfully fulfill their purposes. ANGs, which include Academy Cycling Group, Academy Sneakerheads, Cookeville Distribution Center DIY, and Academy Running Club, enjoy a special recreational interest that is commonly shared by the members of the group. ANGs offer another environment where team members can meet new people, learn new things, and pursue their interests together.
Responsible Corporate Governance Since the beginning of 2021, we have taken important actions to improve our corporate governance. We added four independent directors and the Board now includes eight independent directors, representing 80% of its current membership. In addition, all of the Board’s committees are now fully independent. Following the conclusion of election of directors at the Annual Meeting, our Board will have only one non-independent director. We also recently updated the Board’s Corporate Governance Guidelines and each Committee’s charters to strengthen our corporate governance. We revised the Corporate Governance Guidelines to outline the Lead Director’s responsibilities, reduce the number of outside public company boards on which our directors can serve, and adopt a director mandatory retirement/term limit policy. We also revised the Corporate Governance Guidelines and the Governance Committee’s charter to provide that women and minority candidates should be included in each search pool of director candidates. We further revised the Governance Committee’s charter to reflect its approval of outside directorships, oversight of director engagement, orientation, and education, approval of political contributions, and oversight of stockholder engagement. We revised the Compensation Committee’s and Audit Committee’s charters to clarify their ESG oversight and risk management responsibilities. We also revised the Audit Committee’s charter to reflect its oversight of our compliance program. We updated our Ethics and Code of Conduct Policy and Vendor Code of Conduct Policy to acknowledge that Academy is committed to ensuring fair and safe working conditions throughout our business, align with the United Nations Universal Declaration of Human Rights, acknowledge team members’ basic rights to assemble as protected under law, and prohibit discrimination based on inherited social status. We also adopted our conflict minerals policy and will issue our first conflict minerals report for calendar year 2022 on Form SD in 2023. We established a formal enterprise risk management (ERM) program and chartered an ERM Committee of senior leadership to identify, assess and manage our top enterprise risks.
24Academy Sports and Outdoors, Inc. Firearms Safety, Compliance and Responsibility We are deeply committed to ensuring the safe, compliant, and responsible sale and transfer of firearms. As a Federal Firearms Licensee, we follow, and in most cases exceed, all applicable regulations and regularly review our internal policies and processes to ensure full compliance with the law. To this end, we consistently adhere to rigorous procedures to ensure the safe, compliant, and responsible storage, sale, and transfer of firearms. Core Objectives. We focus on three core objectives, as outlined below, in our approach to responsible firearms sales: •Entrust the sale or transfer of firearms to team members who are qualified and trained; •Maintain integrity and strict compliance during the sale and transfer process; and •Encourage, educate and support our customers on the safe and responsible usage and ownership of firearms during and after the sale process. From our team members and the procedures we use to conduct firearms sales and transfers, to how we promote responsible gun ownership, we strive to be the most responsible seller of firearms in the country. In 2021, we further invested in and implemented the technology and processes we use to responsibly transfer firearms. Product and Environmental Sustainability We are committed to being an environmentally responsible corporate citizen, including compliance with all applicable environmental regulations, and we seek opportunities to minimize our environmental impact and capture associated cost savings where possible. Product Sustainability. Guided by our Product Sustainability Roadmap, we are working to reduce the environmental impact of our products and packaging by increasing the recycled materials used in our private label products. We have set measurable goals for our Product Sustainability Roadmap. By the end of 2024, we aim and are on track to exceed the following objectives: •At least 35% of our private label apparel will be made from recycled materials; •At least 50% of our private label apparel packaging will be made from recycled materials; and •At least 50% of our private label footwear insole boards will be made from recycled materials. Environmental Sustainability. We continue to find ways to reduce the impact of our facilities (i.e., stores, distributions centers, and corporate campus) operations. We embrace environmentally-friendly facility design elements, such as variable speed HVAC systems, automatic sensors and timers to regulate water and electricity usage, LED light fixtures, and clerestories and skylights to harvest daylight, to conserve valuable natural resources and reduce harmful carbon emissions. Improvements to our operations enable us to minimize energy use and associated emissions, use water more efficiently, and divert waste from landfills. In 2021, our landfill avoidance percentage was 48%, based on approximately 16,000 recycled tons and savings of approximately 251,000 trees, 53.2 million kilowatt hours, 167,000 barrels of oil, 103.2 million gallons of water, and 17,000 tons of landfill.
Supporting Our Communities As a leading national sports and outdoors retailer, we focus our efforts on providing our customers with the gear and confidence to be active, have fun, and enjoy life together. We further serve the communities we operate in by supporting local non-profits, and preparing for and responding to crises when needed, such as by providing essential supplies and monetary support. We maximize our local impact by supporting and forming partnerships with numerous non-profit and community-based organizations throughout our footprint. Our efforts are organized into three priority areas: Encourage Safety. We encourage safety so that everyone can feel confident and comfortable doing what they love. We help people gear up properly for sports and outdoor activities, and we promote ways to be smart and stay safe. Empowering Fun.We make it possible for people to enjoy more sports and outdoors activities. We believe being active is an essential part of life. Starting with our product assortment, we motivate people to try new things and give them opportunities to enjoy a variety of fun activities. Building Connections. We create ways for members of the community to connect and have fun with each other. We build connections with the community by supporting events, programs, and organizations that may a positive impact.
Academy Sports and Outdoors, Inc.25 We have a long history of providing essential supplies for crisis preparedness and have helped our communities, customers, and team members through various natural disasters and crises. In 2020, during the COVID-19 pandemic, we donated ponchos and footwear for health care workers to use as personal protective equipment as they continued serving their communities. In August 2021, Hurricane Ida caused significant flooding, loss of power, and damage throughout its path in Louisiana and Mississippi, and we coordinated with the Red Cross and our stores to deploy several trailers of free bottled water, ice, and gasoline to impacted communities and team members. By being there in times of need, we help to solidify our role as a trusted partner where we operate and to better enable our customers to improve their quality of life.
Partnerships and sponsorships represent our largest investment in communities. In 2021, we invested $5.1 million in these partnerships in local communities benefiting 400 youth teams sports leagues, and thousands of kids. Another important way we support communities is through partnerships with sports teams and outdoor organizations. We now maintain exclusive multi-year relationships with collegiate athletic conferences (including the Southwestern Athletic Conference, or “SWAC”, Southern Intercollegiate Athletic Conference, or “SIAC”, and Central Intercollegiate Athletic Association, or “CIAA”) whose member institutions are comprised of mostly historically black colleges and universities or “HBCUs”. Our relationships with SWAC, SIAC and CIAA support meaningful community initiatives with a focus on grassroots programming, including youth outreach and mentorship programs.
In 2021, we offered discounts to Military, First Responders and Teachers as part of key holiday events, which totaled over $21.4 million in merchandise discounts. We also partnered with over 50 first responder/military organizations to promote fun and safety with an investment of nearly $400,000, including in-kind and cash donations that positively impacted 3,000 families. Also, as part of Teacher Appreciation Month in August 2021, we hosted over 30 giveback events and donated approximately $80,000 to teachers, schools and more across our footprint. During 2019 to 2021, our Team Members volunteered their time and we invested $466,000 to support National Night Out, a community-building campaign that promotes police-community partnerships and neighborhood camaraderie. During the 2021 holidays season, we teamed up with St. Jude Children’s Research Hospital for the second consecutive year to sell festive long-sleeved t-shirts, which allowed us to donate $500,000 as part of the proceeds from each shirt sold. Board Oversight of Risk Management Management is responsible for the day-to-day management of risk, while the Board as a wholeis primarily responsible for risk management oversight and through its committees, has extensive involvement in thedelegates oversight of certain risk management to its committees. The Board oversees our long-range strategic and financial planning, annual budget and capital plans, stockholder return principles, and financing risks. The Audit Committee oversees the Company’sadministration of our enterprise risk management. In performing its oversight role,management (“ERM”) program and risk management of financial exposures, statements, controls, systems and reporting; regulatory and compliance, including ethics, anti-corruption, safety, and whistleblower programs; cybersecurity and data privacy; internal audit and related matters; shrink; and related party transactions. The Compensation Committee oversees risk management of our compensation policies and practices; talent recruitment, management, and retention; succession planning; and non-employee director compensation. The Governance Committee oversees risk management of our corporate governance; Board composition; director succession planning; ESG strategy; and political contributions. Each committee submits reports and recommendations to the Board serves as our ultimate decision making body, except for those matters reserved to or shared with our stockholders.regarding risk-related matters. The Board and its committees engage in risk oversight throughout the year as a matter of course in fulfilling their roles overseeing management and business operations, including receiving reports from management on the strategic plans and related risks facing the Company which range from financial risks to regulatory, legal, supply chain, COVID-19 or pandemic-related, competitive and information technology
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risks. The Board has delegated to its committees certain elements of its risk oversight function to better coordinate with management and serve the long-term interests of our stockholders. The Board, the Audit Committee, the Compensation Committee, and the Governance Committee receive regular reports from management regarding specific risks and trends to help ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. The Board and its committees discuss selected risks in greater detail throughout the year with management and in executive sessions of the Board and/or the independent directors.
Risks facing the Company include macroeconomic, supply chain, legal, regulatory and compliance, operational, information technology, cybersecurity, labor, business continuity, competitive, financial, safety (including COVID-19), reputational, and other business risk exposures. For more information on the risks that affect our business, please see the Annual Report. Leaders from our Risk Management and Internal Audit functions (the “ERM Team”) administer our ERM program, which is designed to identify, assess and manage our top enterprise risks. Responsibility for managing each of top exposures driving our enterprise risks is assigned to one or more members of management, who we refer to as “risk owners.” The ERM Team’s responsibility is to regularly identify our top enterprise risks (including emerging risks); assess the likelihood of their occurrence, the significance of their potential impact, and the effectiveness of our existing strategies to mitigate their risk; and develop plans with risk owners to monitor, manage and mitigate these risks. The ERM Team holds regular risk
26Academy Sports and Outdoors, Inc. discussions with enterprise risk owners and senior management, which inform the development, updating, and mitigation of the top enterprise risks. In addition, the ERM Team holds regular meetings to discuss key risks and their mitigation. The Company also maintains an Enterprise Risk Management Committee (or “ERM Committee”), composed of senior leaders from certain principal functional areas of the Company, which meets monthly to discuss and address significant new or emerging risks with our ERM Team and risk owners. The Company’s enterprise risks are assessed annually by the ERM Committee through leadership interviews, surveys, and calibrations based on risk management reviews conducted by the ERM Team. In its oversight of our ERM program, the Audit Committee reviews the Company’s processes governing management’s assessment and management of the Company’s exposure to risk, including the steps management takes to monitor and control such exposures. The Audit Committee stays apprised of significant actual and potential risks in part through their review of quarterly reports of the Company’s top enterprise risks prepared and presented by management, including the General Counsel and the heads of Risk Management and/or Internal Audit. The Audit Committee has primary responsibility for overseeing risks related to cybersecurity and data privacy, although the full Board also exercises oversight over these risks. As frequently as needed, but at least on a quarterly basis, the Audit Committee and/or full Board receive detailed reports on cybersecurity and data privacy matters from our Chief Information Officer (who has primary responsibility for information security). The topics covered include risk identification and management strategies, risk mitigation activities, results of third-party assessments and testing, team member training and other preparedness activities, and strategy and governance. In addition, our Internal Audit function routinely performs audits on various aspects of cybersecurity and data privacy and reports the results of these audits in its quarterly reports to the Audit Committee. The Audit Committee also has primary responsibility for overseeing risks related to compliance with regulations, policies, and our Ethics and Code of Conduct Policy, including risks and concerns relating to ethics, gifts & entertainment, conflicts of interest, fraud, corruption, violations, theft, misuse of assets, discrimination, harassment, retaliation, and safety (including COVID-19), although the full Board also exercises oversight over these risks. On a quarterly basis or more frequently as needed, the Audit Committee and/or full Board receive detailed reports on these risks and on concerns reported through the Company’s whistleblower hotline from our General Counsel (who is our chief compliance officer). We believe that the leadership structure of the Board, along with the allocation of risk management responsibilities described below by appropriate committee oversight,above, provides appropriate risk oversight of our activities. The Audit Committee reviews guidelines and processes governing management’s assessment and management of the Company’s exposure to risk, including the Company’s major financial and operational risk exposures and the steps management takes to monitor and control such exposures.The Audit Committee oversees our risk management process with a specific focus on internal controls, financial statement integrity, compliance programs, fraud risk, ethics matters and related risk mitigation. Along with the Board, the Audit Committee also receives regular reports from management to help ensure effective and efficient oversight and to assist in proper risk management, including with respect to cybersecurity, and the ongoing evaluation of management controls. Through its regular meetings with management, including the accounting, finance, legal, internal audit, and information technology functions and discussions, as appropriate, with our independent registered public accounting firm and internal auditors, the Audit Committee reviews and discusses significant areas of our business, including areas of risk and appropriate mitigating factors. Internal audit reports functionally and administratively to our Chief Financial Officer and directly to the Audit Committee.
The Compensation Committee reviews the risk profile of the Company’s compensation policies and practices, including a review of a risk assessment of our compensation programs and managing risk associated with human capital management, including employee recruitment and retention.
The Governance Committee oversees and evaluates programs and risks associated with Board organization, membership and structure and corporate governance.
We maintain a written code of ethics (our Ethics and Code of Conduct Policy), that applies to our directors, officers and employees (who we refer to as our “team members”),team members, including our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions, which we call ourfunctions. The Ethics and Code of Conduct Policy. Policy covers the following topics, among others: respectful work & shopping environments, diversity and inclusion, safety and health, discrimination and harassment, vendor expectations, bribes and improper payments, conflicts of interest, insider trading, antitrust and competition, political activity and contributions, and reporting ethical concerns. Our Ethics and Code of Conduct Policy is a “code of ethics”ethics,” as defined in item 406(b) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), and is postedcan be viewed on our website. To view this document, go to the Investor Relations pageinvestor relations website at https://investors.academy.com, and select “Documents & Charters” from the “Corporate Governance” drop-down menu. investors.academy.com. We intend to make any legally required disclosuresdisclosure regarding amendments to, or waivers of, provisions of our Ethics and Code of Conduct Policy on our website.
| | | Hedging and Pledging Policies |
Prohibition on Hedging and Pledging of Company StockThe Company’sOur Insider Trading Policy requires executive officers and directors to consult the Company’s General Counsel prior to engaging in transactions involving the Company’s securities. Directors and executive officers are prohibited from hedging or monetization transactions including, but not limited to, variable forward contracts, equity swaps, collars and exchange funds, or from trading in options, warrants, puts and calls or similar instruments on the Company’s securities or establishing a short position in the Company’s securities. The Company’sOur Insider Trading Policy also prohibits our directors, officers and team members from purchasing the Company’s securities on margin, or borrowing against any account in which the Company’s securities are held, or pledging the Company’s securities as collateral for a loan.
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Academy Sports and Outdoors, Inc.27
| | | | | | COMPENSATION OF DIRECTORS | |
Communications with the BoardAs described in the Corporate Governance Guidelines, anyone, including stockholders and any other interested parties, who would like to communicate with, or otherwise make his or her concerns known directly to the chairperson of the Board or the chairperson of the Audit, Governance, and/or Compensation Committees, any then-serving Lead Director or, if there is no Lead Director, the director designated by the non-management or independent directors as the presiding director, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the attention of our Corporate Secretary at Academy Sports and Outdoors, Inc., 1800 North Mason Road, Katy, Texas 77449, who will forward such communications to the appropriate party, except that the Corporate Secretary reserves the right not to forward advertisements or solicitations, obscene or offensive items, communications unrelated to the Company’s affairs, business or governance, or otherwise inappropriate materials. Compensation of Directors Under the Board compensation program, that we utilized prior to our IPO in October 2020, non-employee directors who are not employed by KKR were paid a cash retainer of $25,000 per fiscal quarter completed. Referencesreceive the following compensation (references to non-employee directors in the remainder of this section do not include theexclude directors employed by KKR (unless specifically mentioned). Such non-employee directors also received a grant of $100,000 in Restricted Stock Units,the Company or RSUs, with a one (1) year vesting condition in the first quarter of 2020. Following our IPO, in December 2020, the Board revised the Board compensation program and implemented the following policy:KKR): •an annual cash retainer of $100,000, which is payable quarterly in arrears in installments of $25,000; •each non-employee director serving in the following positions on ourthe Board will receive the following additional annual cash retainers, each of which is also payable quarterly installments in arrears: ◦Lead Director: $30,000; ◦Audit Committee Chair: $25,000; ◦Compensation Committee Chair: $25,000; and ◦Nominating and Governance Committee Chair: $15,000; and
$15,000.
•an annual grant of RSUs having a grant date fair market value equal toRestricted Stock Units, or “RSUs,” valued at $130,000 to be granted on the first business day following our annual meeting of stockholders and which will beis converted into the number of RSUs to be granted based on the prior 30 calendar day average closing price of our common stock as of the grant date anddate. These RSUs vest 100% on the earliest of (i) the first anniversary of the date of grant, or, the date which is the business day immediately preceding the date of the next annual meeting of stockholders, (ii) the director’s termination due to death or Disability (as defined in the Company’s 2020 Omnibus Incentive Plan) or (iii) a Change of Control (as defined in the Company’s 2020 Omnibus Incentive Plan).
However, if a non-employee director is appointed to the Board after the first business day following an annual meeting of stockholders but more than 60 days prior to the next annual meeting of stockholders, such non-employee director will be paid the above-described prorated annual cash retainer(s) and granted the above-described annual RSU grant prorated based on the number of calendar days remaining before (a) the next annual meeting of stockholders, if scheduled, or (b) the date of the first anniversary of the last annual meeting of stockholders, if the next annual meeting of stockholders is not scheduled, divided by (x) the number of calendar days between the last and next scheduled annual meeting of stockholders, or (y) 365, if either the last or the next annual meeting of stockholders date does not exist and ending on the vesting date for such prorated grant (which vesting date will be the same vesting date on which the corresponding annual grant that was made to the other non-employee directors will vest). A non-employee director appointed within 60 days of the next annual meeting of stockholders will receive a prorated cash retainer as described above, and an annual RSU grant the first business day following the next annual meeting of stockholders as set forth in the director compensation policy. Our directors will also be reimbursed for travel and lodging expenses associated with attendance at Board or committee meetings. The following table contains information concerning the compensation of Ms. Beck and Messrs. Questrom, Tweedy, Marley, and Simon, our non-employee directors who are not employed by KKR, in 2020.2021, specifically, Mses. Beck, Raff and Turney, and Messrs. Nealon, Marley, Questrom, Turner and Tweedy. Mr. Hicks did not receive any additional compensation for his service as Chairman of ourthe Board in 20202021 (and his compensation for services as our CEOChief Executive Officer is disclosed in the Summary Compensation Table in the Compensation Discussion and Analysis section of this Proxy Statement) and none of the directors who arewere employed by KKR are compensated by the Company for their service on the Board.
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28Academy Sports and Outdoors, Inc.
Director Compensation Table for 2020 | | | | | | | | | | | | | | | | | | | | | | Name | | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($)(2)(3) | | Total ($) | | Allen I. Questrom | | 42,912 | | 87,249 | | 130,161 | | Wendy A. Beck | | 14,835 | | 63,036 | | 77,871 | | Brian T. Marley | | 83,388 | | 153,848 | | 237,236 | | Jeffrey C. Tweedy | | 33,516 | | 87,249 | | 120,765 | | William S. Simon | | 75,008 | | 153,847 | | 228,855 |
| | | | | | | | | | | | | | | | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | | | | | | | Tom Nealon | 95,769 | 172,128 | 267,897 | | | | Wendy Beck | 110,920 | 138,346 | 249,266 | | | | Brian Marley | 125,000 | 138,346 | 263,346 | | | | Allen Questrom | 129,794 | 138,346 | 268,140 | | | | Beryl Raff | 80,838 | 138,346 | 219,184 | | | William Simon(4) | 33,791 | — | 33,791 | | | | Chris Turner | 12,088 | 53,413 | 65,501 | | | | Sharen Turney | 48,901 | 99,704 | 148,605 | | | | Jeff Tweedy | 100,000 | 138,346 | 238,346 | | |
1.Amounts reflect the aggregate amount of cash retainers paidearned during 20202021 inclusive of prorated retainers for the Lead Director position and committee chairs. The amounts reported for Mses. Beck, Raff and Turney and Messrs. MarleyQuestrom, Nealon and Simon did not receiveTurner reflect prorated amounts since each served as a cash retainerdirector and/or in a committee chair position for the first quarter of 2020.a partial year. 2.Amounts reflect the full grant-date fair value of RSUs granted during 20202021 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual.718. See Note 9, Equity and Share-Based Compensation to our consolidated financial statements included in the Annual Report for the assumptions used in calculating these values. 3.Each non-employee director listedAmounts reflected RSUs granted in this table has been granted RSUs in 2020. Director RSUs grants preceding the IPO were granted under the Company’s 2011 Equity Incentive Plan while director grants post-IPO were granted2021 under the Company’s 2020 Omnibus Incentive Plan. Grants underThe amounts reported for Ms. Turney and Mr. Turner reflect prorated annual grant amounts since each commenced providing services mid-year. The amount reported for Mr. Nealon reflects a prorated 2020 annual grant since he commenced services mid-year (March of 2021) and the Company’s 2011 Unit Incentive Plan contain the following vesting terms: subject to the grantee’s continued service on such date, 100%full annual grant made in June of the RSUs vest on the earliest of (i) the first anniversary of the grant date, (ii) the director’s death or disability, or (iii) a Change of Control (as defined in the Company’s 2011 Unit Incentive Plan).2021. Grants under the Company’s 2020 Omnibus Incentive Plan contain the vesting terms described above under the Board compensation program.
4.Mr. Simon ceased being a member of the Board on June 3, 2021.
As of January 30, 2021,29, 2022, the following non-employee directors held the following number of RSUs: | | | | | | | | | | Name | | Number of RSUs Outstanding | | Tom Nealon | 3,727 | | Wendy Beck | 3,727 | | Brian Marley | 3,727 | | Allen Questrom | 3,727 | | Beryl Raff | 3,727 | William Simon(1) | Allen I. Questrom | | 5,178— | Wendy A. BeckChris Turner | | 3,7411,334 | Brian T. MarleySharen Turney | | 8,9762,870 | Jeffrey C.Jeff Tweedy | | 5,178 | William S. Simon | | 8,9763,727 |
1.In December 2020, with the adoption byMr. Simon ceased being a member of the Board of the revised Board compensation policy, Messrs. Marley and Simon were granted 3,194 RSUs to account for the increase in the annual value of the RSU grant and the change in vesting for new awards from the anniversary of grant, which is typically March of each year, to the earlier of the first anniversary of the date of grant or the date which is the business day immediately precedingon June 3, 2021.
| | | | | | | | | Academy Sports and Outdoors, Inc. | 20 | 2021 Proxy Statement |
the date of the next annual meeting of stockholders, which will typically fall in late May or early June.
The Compensation Committee reviews and assesses non-employee director pay levels every year. This process involves a review of competitive market data, including an assessment of our director compensation policy against the director compensation programs of companies in our executive compensation peer group and an update on recent trends in director compensation.
Academy Sports and Outdoors, Inc.29
The Board has adopted Stock Ownership Guidelines applicable to the non-employee directors, the Chief Executive Officer, and the other covered executives.executives (see “Stock Ownership Guidelines” for more information). For non-employee directors the requirement is to hold 3.0x the annualannual cash retainer, not inclusive of any additional fees. The guidelines allow covered directors and executives up to five years from their compliance date to comply with the guidelines. Covered directors and executives who do not achieve the required levels of ownership within the prescribed amount of time will be required to retain 100% of any Company equity acquired (net of taxes) until the next compliance date on which their ownership of eligible securities meets applicable required guidelines. The non-employee directors are either in compliance with the Stock Ownership Guidelines or within the prescribed time period for complying with such guidelines.
30Academy Sports and Outdoors, Inc.
Proposal Two
PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMRatification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee has selectedappointed Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2021.fiscal 2022. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selectionappointment of Deloitte & Touche LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection,appointment, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Further, if the selectionappointment is ratified, the Audit Committee, in its discretion, may selectappoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting. The representative will have an opportunity to make a statement if they desire and will be available to respond to questions from stockholders. The shares represented by your proxy will be voted “FOR” the ratification of the selectionappointment of Deloitte & Touche LLP unless you specify otherwise.
| | | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF
DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2021.
|
| | | | | | | | | Academy Sports and Outdoors, Inc. | 21 | 2021 Proxy StatementBOARD RECOMMENDATION The Board recommends that you vote “FOR” the ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2022. |
Academy Sports and Outdoors, Inc.31
The following table presents fees for professional services rendered by our independent registered public accounting firm, Deloitte & Touche LLP for the audit of our financial statements for fiscal 20202021 and fiscal 20192020 and for fees billed for other services rendered by affiliates of Deloitte & Touche LLP during those periods. | | | | | | | | | | | | | | | | Fiscal 2020 | Fiscal 2019 | Audit fees(1) | | $2,380,000 | | $1,233,000 | Audit-related fees(2) | | $1,792,500 | | $21,006 | Tax fees(3) | | $646,020 | | $305,293 | All other fees(4) | | $193,790 | | $3,790 | | Total | | $5,012,310 | | $1,563,089 |
| | | | | | | | | | 1. | Includes the aggregate fees for professional services rendered for the audit of the Company’s annual financial statements and the quarterly reviews of its financial statements, assistance with documents filed with the SEC, and assistance with documents related to our IPO process. | | 2. | Audit-related fees consist principally of services performed in connection with registration statements filed with the SEC, statutory audits, and assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements. | | 3. | Includes the aggregate fees for professional services rendered for tax compliance, and tax consultation and planning. | | 4. | All other fees relate to accounting research tool fees and permitted services other than those that meet the criteria above, which are primarily related to consulting and advisory services. |
| | | | | | | | | | Fiscal 2021 | Fiscal 2020 | Audit fees(1) | $2,057,500 | $2,380,000 | Audit-related fees(2) | $30,000 | $1,792,500 | Tax fees(3) | $475,665 | $646,020 | All other fees(4) | $771,322 | $193,790 | | Total | $3,334,487 | $5,012,310 |
1.Includes the aggregate fees for professional services rendered for the audit of the Company’s annual financial statements and the quarterly reviews of its financial statements, assistance with documents filed with the SEC, and assistance with documents related to our IPO process.
| | | Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services |
2.Audit-related fees consist principally of services performed in connection with registration statements filed with the SEC, statutory audits, and assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements.3.Includes the aggregate fees for professional services rendered for tax compliance, and tax consultation and planning. 4.All other fees relate to accounting research tool fees and permitted services other than those that meet the criteria above, which are primarily related to consulting and advisory services. Audit Committee Pre-Approval Policy Consistent with SEC policies regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for, and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm and pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement. The Audit Committee, prior to such engagement, pre-approves independent public accounting firm services within each category and the fees of each category are budgeted. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories.or for services in excess of the originally pre-approved amount. In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm. If pre-approval is required between Audit Committee meetings, the Chair of the Audit Committee may pre-approve the services, provided that notice of such pre-approval is given to the other members of the Audit Committee and presented to the full Audit Committee at its next regularly scheduled meeting.
| | | | | | | | | Academy Sports and Outdoors, Inc. | 22 | 2021 Proxy Statement |
32Academy Sports and Outdoors, Inc.
REPORT OF THE AUDIT COMMITTEEReport of the Audit Committee
The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under “The Board of Directors and Certain Governance Matters—Board Committees and Meetings—Audit Committee.” Under the Audit Committee’s charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles, and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America. In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board Auditing Standard No. 1301 “Communications with Audit Committees.”and the Securities and Exchange Commission. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence. Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the fiscal year ended January 30, 202129, 2022 filed with the SEC. Submitted by the Audit Committee of the Company’s Board of Directors: | | | | | | | Audit Committee | | | | Brian T. Marley, Chair
Wendy A. Beck
Allen I. Questrom
|
Audit Committee•Brian T. Marley, Chair •Wendy A. Beck •Allen I. Questrom •Chris L. Turner
| | | | | | | | | Academy Sports and Outdoors, Inc. | 23 | 2021 Proxy Statement |
Academy Sports and Outdoors, Inc.33
PROPOSAL NO. 3—NON-BINDING VOTE ON EXECUTIVE COMPENSATIONProposal Three
Non-Binding Vote to Approve Executive Compensation
Our stockholders are being asked to approve, by a non-binding advisory vote, the compensation of our named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Compensation Discussion and Analysis and related, compensation tables and narrative discussion included in this Proxy Statement. While the results of thethis “say-on-pay” vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote. The text of the resolution in respect of Proposal No. 3 is as follows: “RESOLVED,, that the compensation paid to the Company’s named executive officers in fiscal 2020,2021, as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion, is hereby APPROVED.” In considering their vote, stockholders may wish to review with care the information on our compensation policies and decisions regarding the named executive officers presented in Compensation Discussion and Analysis, andincluding the related the compensation tables and narrative discussion on pages 2634 to 51,61, as well as the discussion regarding the Compensation Committee on page 17. In accordance with our policy of holding annual “say-on-pay” advisory votes, the next “say-on-pay” advisory vote is expected to occur at our 2023 Annual Meeting of Stockholders.
| | | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS IN FISCAL 2020. |
| | | | | | | | | Academy Sports and Outdoors, Inc. | 24 | BOARD RECOMMENDATION The Board recommends that you vote “FOR” the approval of the fiscal 2021 Proxy Statement |
compensation paid to our named executive officers.
PROPOSAL NO. 4—NON-BINDING VOTE ON FREQUENCY OF STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION
Our stockholders are being asked to recommend, by a non-binding advisory vote, whether a non-binding stockholder vote to approve the compensation paid to our named executive officers (that is, votes similar to the non-binding vote in Proposal No. 3 on page 24) should occur every one, two or three years. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of the vote.
In considering their vote, stockholders may wish to review with care the information presented in connection with Proposal No. 3 on page 24 the information on our compensation policies and decisions regarding the named executive officers presented in Compensation Discussion and Analysis and related the compensation tables and narrative discussion on pages 26 to 51, as well as the discussion regarding the Compensation Committee on page 17.
We believe a one-year frequency is most consistent with the Company’s approach to compensation. Our reasons include:
We believe that an annual advisory vote on executive compensation will allow our stockholders to provide us with direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement each year.
We believe that an annual advisory vote on executive compensation is consistent with our practice of seeking input from our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices even though it is not required by law.
| | | THE BOARD RECOMMENDS THAT YOU VOTE “ONE YEAR” WITH RESPECT TO HOW FREQUENTLY A STOCKHOLDER VOTE TO APPROVE, BY A NON-BINDING VOTE, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS SHOULD OCCUR. |
| | | | | | | | | Academy Sports and Outdoors, Inc. | 25 | 2021 Proxy Statement |
34Academy Sports and Outdoors, Inc.
EXECUTIVE COMPENSATION
| | | | Compensation Discussion and Analysis |
This Compensation Discussion and Analysis describes our executive compensation program, including how the Compensation Committee (referred to as the Committee in this Executive Compensation section) assessed performance and made compensation decisions for the fiscal year ended January 30, 202129, 2022 (also referred to as 2020)2021).
Named Executive Officers
Our Named Executive Officers (or NEOs) for 2020 were:2021 are: | | | | | | | Name | Title | | Ken C. Hicks | Chairman, President and Chief Executive Officer (“CEO”) | | Michael P. Mullican | Executive Vice President (“EVP”), Chief Financial Officer (“CFO”) | | Steven (Steve) P. Lawrence | Executive Vice President, Chief Merchandising Officer | | Samuel (Sam) J. Johnson | Executive Vice President, Retail Operations | | Manish Maini | Senior Vice President (“SVP”), Chief Information Officer |
2021 Business Highlights Business highlights from 2021 include: | | | | | | | | | Name | | Title | Ken C. Hicks | | Chairman, President and Chief Executive Officer (“CEO”) | Steven (Steve) P. Lawrence | | Executive Vice President, Chief Merchandising Officer | Michael P. Mullican | | Executive Vice President, Chief Financial Officer (“CFO”) | Samuel (Sam) J. Johnson | | Executive Vice President, Retail Operations | Jamey T. Rutherford | | Senior Vice President, Omnichannel |
| | | Who We Are andNet Sales $6.8B +19.1% vs. 2020 Highlights +40.2% vs. 2019 | | Comparable Sales 18.9% +16.1% in 2020
| | Gross Margin $2.4B 34.7% of Net Sales +420 basis points vs. 2020 | | | | | | EBIT* $908.5M +113.5% vs. 2020 +305.3% vs. 2019 | | Net Income $671.4M +117.4% vs. 2020 +459.3% vs. 2019 | | Diluted EPS $7.12 +$3.33 vs. 2020 +$5.52 vs. 2019 | | | | | | Adjusted EBIT* $968.6M +93.1% vs. 2020 +371.2% vs. 2019 | | Pro Forma Adj. Net Income* $716.5M +129.9% vs. 2020 +843.7% vs. 2019 | | Pro Forma Adj. Diluted EPS* $7.60 +$3.77 vs. 2020 +$6.58 vs. 2019 |
We are one of the leading full-line sporting goods
Academy Sports and outdoor recreation retailers in the United States. We estimate that we served 30 million unique customers and completed approximately 80 million transactions in 2020 across our seamless omnichannel platform and highly productive stores. Net sales of $5.7 billion make us the largest value-oriented sporting goods and outdoor recreation retailer in the country. Outdoors, Inc.
35 Our mission is to provide “Fun for All” and we fulfill this mission with a localized merchandising strategy and value proposition that deeply connects with a broad range of consumers. Our broad and localized assortment appeals to all ages, incomes and aspirations, including beginning and advanced athletes, families enjoying outdoor recreation, and enthusiasts pursuing their passion for sports and the outdoors.
We sell a wide range of sporting and outdoor recreation products, including sporting equipment, apparel, footwear, camping gear, patio furniture, outdoor cooking equipment, and hunting and fishing gear. As of January 30, 2021, we operated 259 stores with an average size of approximately 70,000 gross square feet, throughout 16 contiguous states. Our stores are supported by over 20,000 team members, three distribution centers, and our rapidly growing e-commerce platform, academy.com.
Business highlights from 2020 include:
| | | | | | | | | Academy SportsDelivered 10 consecutive quarters of Comparable Sales growth and Outdoors, Inc.Adjusted EBIT* growth | 26Delivered industry leading store sales and profitability of $370 average sales per sq. foot, +19% from 2020 | 2021 Proxy Statement |
| | Delivered average of $3.7M of Adjusted EBIT* per store (+95% from 2020); 100% of stores are profitable and accretive to earnings | | Repurchased and retired $411 million and 10.6 million shares of common stock | Increased eCommerce growth by +6.2% vs. 2020, Compensation Highlightsand +153.1% vs. 2019 | Reduced and refinanced the Company’s term loan |
The major decisions that the Committee made* See “Reconciliations of GAAP to Non-GAAP Financial Measures” below for reconciliations of non-GAAP financial measures used in 2020 for our NEO’s and the payouts earned under our cash and stock incentive programs given our record-breakingthis Proxy Statement, including this Compensation Discussion & Analysis, to their most directly comparable GAAP financial results are summarized below:measures.
2021 Compensation Highlights
Base Salary ■•Our CEOMr. Hicks declined a base salary increase for 2021 and for the thirdfourth year in a rowrow.
■•Salary increases awarded to other NEOs varied dependingIn March, the Committee approved a 3% base salary increase for Mr. Lawrence based on market competitiveness, the scope of his role, his high performance and organizational changesto help ensure high-quality, stable executive leadership.
■•Salaries of all of our NEOs were temporarily reduced by 50% for partIn September, in consultation with its independent compensation consultant, the Committee undertook a review of the yeartotal annual compensation opportunities for certain key leaders, including our NEOs. As a result of the review, the Committee approved increases of the base salaries of Messrs. Mullican, Johnson and Maini by 18.4%, 9.5%, and 4.8%, respectively, so as to respondprovide each NEO with a market-competitive package designed to reward strong performance and retain their services for the COVID-19 pandemic and not retroactively paid when reinstatedCompany’s long-term growth.
Annual Cash Incentives ■•2020In March, 2021, the Committee approved the following modifications to the 2021 Executive Team Bonus Plan;
◦To better align with our financial goals as a newly public company, the Committee changed the profit metric from Adjusted EBITDA to Adjusted EBIT and increased the weighting of this metric from 40% to 50% of the total bonus opportunity, ◦In connection with this change, the Committee approved removal of ROIC as a metric under the plan, ◦To help streamline the plan design and keep the plan competitive, the Committee approved the salary level used in the calculation of target bonus opportunities from a weighted average base salary earned over the year to each officer’s base salary level as in effect at the end of the fiscal year, and ◦After a review of market competitive practices and in an effort to increase his percentage of at risk, performance-based pay, the Committee approved an increase of Mr. Hicks’s target bonus opportunity from 150% to 175% of base salary while also reducing his maximum payout opportunity from 300% to 200% of base salary. •In September, as part of its comprehensive review of certain NEO’s total annual compensation opportunities in consultation with its independent compensation consultant, the Committee approved increases of Mr. Mullican’s and Mr. Johnson’s target bonus opportunities each from 100% to 120% of base salary for 2021. •The 2021 Executive Team Bonus Plan payouts were generally earned at 97%190% to 100%200% of Maximumeach NEO’s target opportunity, reflectingdue to the Company’s outstanding financial results that far exceeded the goals set at the beginning of the year and the excellent individual performance of our NEOs. In determining the payouts, the Committee decided to not prorate for the COVID-19 reduction in base salary
36Academy Sports and that the bonus payment would be what the NEO would have received if their salary had not been temporarily reducedOutdoors, Inc. ■Our CFO was awarded an additional discretionary bonus of $100,000 in recognition of his oversight and execution of our successful IPO
Long-Term Equity Incentives ■•MadeThe Committee approved annual long-term equity incentive award grants in March using2021 with the total target grant value allocated across a mix of 33% performance-based RSUs and 67% stock options (“Options”) (which the Committee considers to be linked to company performance).
■•MadeThe completion of the Company’s secondary public offering in May of 2021 resulted in a change of control event under the Company’s 2011 Unit Incentive Plan that caused all equity awards granted under that plan to vest in full, including all such awards held by our NEOs.
•Following this vesting event and as part of its comprehensive annual compensation review, the Committee approved additional RSUequity award grants in August toSeptember of 2021 for certain of our senior leaders, including Messrs. Mullican, Lawrence, Johnson and Maini. These special grants were in recognitionthe form of time-based RSUs that vest 50% on each of the second and third anniversaries of the grant date, subject to the executive’s continued employment through the applicable vesting date. These equity awards are designed to retain key team members while aligning their performance to enable us to launch our successful IPOlong-term compensation with stockholder interests. Other Compensation ActionsSay on Pay (“SOP”) Vote Result
■•AdoptedOver 99% of stockholder votes cast on our 2021 say on pay vote were cast in favor of our executive compensation program. The Committee values stockholder input and considered the results of this vote. Given the strong level of support, the Committee did not make any changes to the compensation program as a clawback policy
■Adopted stock ownership guidelines — CEO required to hold 5x his base salary, the Executive Vice President (“EVP”) NEOs are 3x, and Senior Vice President (“SVP”) NEO is 2x
■Adopted policies to prohibit hedging and pledgingresult of company stockthis vote.
The charts below illustrate that the majorityWhat We Do/What We Don’t Do
We have implemented a number of each NEOs annual total target compensation for 2020 (i.e., fiscal year end base salary, annual target bonus and annual target equity grant) is performance-based and “at risk” based on the Company’s performance:
best practices in our program design. | | | | | | | | | Academy Sports and Outdoors, Inc. | 27 | 2021 Proxy Statement |
| | | 2020 | What We Do | | | What We Do Not Do | | ü | Committee comprised solely of independent non-employee directors. | | x | We do not currently offer, nor do we have plans to provide, defined benefit pension arrangements or non-qualified deferred compensation plans or arrangements to our executive officers. | | ü | Committee conducts annual review and approval of our compensation strategy. | | x | We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits. | | ü | Majority of compensation for our executive officers is “at risk” based on the Company’s performance, in the form of both short-term cash and long-term equity incentives to align the interests of our executive officers and stockholders. | | x | We do not grant Options with exercise prices below fair market value or reprice Options without stockholder approval. | | ü | Executive Compensation Program Detailsofficers generally participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried team members. | | x | Our executive officers are prohibited from hedging our securities, pledging our securities as collateral for loans, or holding our securities in margins accounts. | | ü | Options and RSUs granted to executive officers vest over multi-year periods. In addition, certain RSUs granted to our executive officers are subject to performance-based vesting requirements. | | | |
Academy Sports and Outdoors, Inc.37 2021 Executive OfficerCompensation Program Details Executive Compensation Objectives and Philosophy The goal of our executive officer compensation program is to create long-term value for our stockholders, reward our executive officers for superior financial and operating performance, and support retention in a competitive market environment. We believe the most effective way to achieve this objective is to design an executive officer compensation program that drives the achievement of annual, long-term and strategic goals and that aligns executive officers’ interests with those of our stockholders. The following are the core elements of our executive officer compensation philosophy: 
38Academy Sports and Outdoors, Inc.
Elements of 20202021 NEO Compensation Program There are three key elements of our executive officer compensation program for our NEOs: | | | | | | | | | | | | | | | | | | | | | Component | | Purpose | | Overview | Base salary | | * | Compensate for services rendered each year | | * | Based on position, experience, job responsibilities, market, internal pay equity, and performance | Annual cash incentive bonus | | *
*
| Encourage achievement of our corporate performance objectives
Reward those individuals who significantly impact our corporate results
| | *
* | Company performance (weighted 90%)
-EBITDA Dollars (weighted 40%)
-Sales (weighted 40%)
-Return on Invested Capital Percentage (“ROIC %”) (weighted 10%)
Individual performance (weighted 10%)
| Long-term equity incentives | | * | Align executive officer and stockholder interests by creating a link between executive compensation and our long-term performance | | *
* | Options
Restricted Stock Units (“RSUs”): Performance-Based and Time-Based
|
| | | | | | | | | Academy Sports and Outdoors, Inc.Component | 28Purpose | 2021 Proxy Statement |
| | Overview | Base Salarysalary | Compensate for services rendered each year | Based on position, experience, job responsibilities, market, internal pay equity, and individual performance | | Annual cash incentive bonus | Encourage achievement of our corporate annual performance objectives
Reward those individuals who significantly impact our corporate results | Company performance (weighted 90%) -Adjusted EBIT (weighted 50%) -Sales (weighted 40%) Individual performance (weighted 10%) | | Long-term equity incentives | Align executive officer and stockholder interests
by creating a link between executive compensation
and our long-term performance | RSUs: - Performance-Based and earned-based on achievement of Adjusted EBIT performance goals - Time-Based vesting 50% after year 2 and 50% after year 3 Options |
The charts below illustrate that the majority of each NEOs annual total target compensation(1) for 2021 was performance-based and at risk based on the Company’s performance: 1.Reflects fiscal year end base salary, annual target bonus, and annual target equity grant. Excludes the special time-based RSU award made in September.
Base Salary The base salaries of our NEOs are set based on position, experience, market, job responsibilities, andindividual performance, and internal pay equity. SalaryAdjustments to salary levels are typically considered annually as part of our performance review process but can also be adjustedmade throughout the year, including in connection with a promotion or other change in job responsibilities.
Academy Sports and Outdoors, Inc.39
In March 2020, the Committee increased the base salary of each NEO reflecting the Committee’s assessment of the NEO’s individual contributions and performance and to bring the base salaries of the NEOs closer to the 50th percentile of our compensation peer group. Mr Hicks’ requested, and the Committee agreed, not to increase his base salary.
salary during 2021. In light of the COVID-19 pandemic, the Committee temporarily reduced the salary of each NEO by 50% from March 29, 2020 to June 7, 2020. The foregone salary was not retroactively paid.
In January 2021, the Committee further increasedapproved an increase of the base salary of Mr. Lawrence reflecting an assessment of his individual contributions and performance and to bring his base salary closer to the 50th percentile of our compensation peer group.
In September 2021, as part of its comprehensive review of the annual compensation opportunities of certain key employees, including our NEOs, the Committee approved increases of the base salaries of Messrs. Mullican, Johnson, and JohnsonMaini to recognizeprovide each with a market-competitive base salary rewarding their strong performance and to help retain their services for the additional responsibilities they assumed with the elimination of the Chief Operating Officer position, as well as their individual contributions and performance in 2020. These increases were effective as of January 29, 2021.
Company’s long-term growth. The following table summarizes the base salaries of the NEOs for fiscal years 20192020 and 2020,2021, in each case at the salaries in effect on the last day of such fiscal year. The actual salary amounts earned by the NEOs for 20202021 are reported in the Summary Compensation Table.
| | Name | Name | | Year End Fiscal 2019 Base Salary ($) | | Year End Fiscal 2020 Base Salary ($) | | Percentage Increase (%) | Name | Year End Fiscal 2020 Base Salary ($) | Year End Fiscal 2021 Base Salary ($) | Percentage Increase (%) | | | | Ken C. Hicks | Ken C. Hicks | | 1,100,000 | | 1,100,000 | | — | Ken C. Hicks | 1,100,000 | — | | | Michael P. Mullican | | Michael P. Mullican | 570,000 | 675,000 | 18.4 | | | Steve P. Lawrence | Steve P. Lawrence | | 705,000 | | 730,000 | | 3.5 | Steve P. Lawrence | 730,000 | 752,000 | 3.0 | | | Michael P. Mullican | | 489,500 | | 570,000 | | 16.4 | | | Sam J. Johnson | Sam J. Johnson | | 480,000 | | 527,500 | | 9.9 | Sam J. Johnson | 527,500 | 577,500 | 9.5 | | | Jamey T. Rutherford | | 335,000 | | 350,000 | | 4.5 | | | Manish Maini | | Manish Maini | 525,000 | 550,000 | 4.8 | |
| | | 2020 Executive Team Bonus Plan |
2021 Executive Team Bonus PlanBonus Plan Design We seek to havetie a significant portion of theNEO compensation of our executive officers, including the NEOs, tied to performance. To accomplish this objective, we provide our executive officers withNEOs the opportunity to earn annual cash bonuses tied to encourage the achievement of both Company (weighted 90%) and individual (weighted 10%) performance objectives andmetrics. Each NEO may earn from 0% to reward those individuals who significantly impact our corporate results. Bonus amounts are paid in cash. The200% of his or her target bonus opportunity, which is expressed as a percentage of the NEO’s fiscal year-end base salary level. Any earned bonus payments are generally subject to a participant’sthe NEO’s continued employment through the payment date, which is typically occurs in April following the end of the applicable fiscal year.
In March 2020,During the first quarter of 2021, the Committee finalized and approved the performance goalsmetrics for the 20202021 Executive Team Bonus Plan, or the Bonus Plan. The Committee believes that the targets it set were challenging to achieve and reasonable and fairly incentivized participants. In setting the targetsgoals described below, the Committee established what it believed were stretch goals that would incentivize and reward exceptional employee performance without any guarantee that we would meet or exceed any such metrics in the prevailing business environment. The individual performance goals, other than his own (which were set by the Committee), were recommended by Mr. Hicks to the Committee for its final approval.
The following table sets forth the metrics, the weighting of each metric, the levels of achievement and the associated bonus payouts for our NEOs. For the Company performance metrics, we use linear interpolation to determine the payout percentage where the level of achievement falls between minimum and target or target and maximum levels of achievement.
For executive officersNEOs to be eligible forto receive any bonus payout under the Bonus Plan, the Company must achieve a minimum Total Company EBITDAEBIT Dollars (Adjusted EBIT) result of at least 80% of the Total Company EBITDA DollarsAdjusted EBIT target as set and approved by the Committee. | | | | | | | | | Academy Sports and Outdoors, Inc. | 29 | 2021 Proxy Statement |
| | | Company Performance Metrics |
If this threshold is not met, no bonuses will be paid under the Bonus Plan.Under the Bonus Plan, the Company performance componentmetrics represents 90% of each NEO’s annual bonus opportunity. (i) Total Company EBITDA Dollars (Adjusted EBITDA) were weighted at 40%; (ii)For 2021, the Committee chose Adjusted EBIT (weighted 50%) and Total Company Sales were weighted at(weighted 40%; and (iii) ROIC % was weighted at 10%. The maximum payout under the Company performance component is three times (or 270% of the target bonus) for Mr. Hicks and two times (or 180% of the target bonus) for the other NEOs. The Committee chose Adjusted EBITDA, Total Company Sales and ROIC %) as the threetwo Company performance metrics under the Bonus Plan for the following reasons: (i)Plan. Adjusted EBITDAEBIT reflects the profitability of the Company (ii) sales representsinclusive of depreciation and amortization impacts. Sales represent the primary means of growth offor the Company; and (iii) ROIC % representsCompany. The Committee determined to shift from an Adjusted EBITDA metric to an Adjusted EBIT metric to better align with the Company’s returnfinancial goals and eliminated the ROIC metric in connection with this increased focus on its investments.
Total Company sales are defined as the sales on our income statement. For Adjusted EBITDA, it is the Adjusted EBITDA on our financial statements with a one-time board-approved COVID adjustment add back (see “Appendix A — Non-GAAP Financial Measures” for the definition of Adjusted EBITDA). For purposes of the Bonus Plan only, the Company’s ROIC % is calculated as follows:
i.the numerator is defined as Adjusted EBITDA plus rent minus estimated taxes (24.5% tax rate assumption); and
ii.the denominator is defined as: (1) the sum of the 13-month average balances for: net receivables, inventory, prepaid expenses and other current assets, gross property and equipment, and other noncurrent assets, plus (2) eight times rent, minus (3) the sum of the 13-month average balances for: accounts payable, accrued liabilities, and income tax payable.
annual profitability.
Under the Bonus Plan, the Individual performance componentmetric represents 10% of each NEO’s annual bonus opportunity. The maximum payout underMr. Hicks recommended the NEOs’ individual performance componentgoals, other than his own, to the Committee for Mr. Hicks is three times (or 30% of the targetits final approval. The | | | | | | | | | Academy Sports and Outdoors, Inc. | 30 | 2021 Proxy Statement |
40Academy Sports and Outdoors, Inc.
bonus) and two times (or 20% of the target bonus) for the other NEOs, with a minimum possible payout of zero for any NEO who fails to achieve theirCommittee set Mr. Hicks’ individual performance metrics and a threshold payout at 50% of their target bonus if it is determined that there was a reasonable, but not full, level of achievement.goals. The level of individual performance achieved by each NEO other than Mr. Hicks isare determined holistically by Mr. Hicks based on his assessment of their level of achievement of the applicable quantifiable and qualitative measures for their individual performance metrics and then recommended by him to the Committee for final approval. The Committee determines Mr. Hicks’ performance achievement without his input.
The individual performance metrics for each of our NEOs for 20202021 were as follows:
Individual Performance Metric Table | | | | | | | Name & Position | Individual Performance Metrics | | | Ken C. Hicks Chairman, President & CEO | ■•Achieve the Company’s performance metrics
■•Build a stronger online business
•Enhance our store service and effectiveness for our customers •Continue to refine and improve our merchandise planning and allocation capabilities •Better engage our customers through more targeted marketing and communication efforts •Strengthen the Company’s financial positionefficiency and effectiveness of our supply chain ■•Drive the major business initiatives to support the businessBuild an industry leading retail team
■•Continue the transition to being a public company
| | | Michael P. Mullican EVP, Chief Financial Officer | •Increase the productivity of our assets •Maintain a strong balance sheet •Support ongoing stockholders monetization •Build a strong organizationan industry leading retail team | | | Steve P. Lawrence EVP, Chief Merchandising Officer | ■•Drive the power merchandiser strategy
■•Develop a more exciting and productive shopping experience in our stores
■•CreateBuild a meaningfulstronger online business
■•Develop and drive a more targeted communications approach to improve customer engagement
•Build an industry leading retail team | Michael P. Mullican
EVP, Chief Financial Officer
| ■Increase the productivity of our assets
■Improve our liquidity and balance sheet metrics
■Create flexibility to re-finance our long-term debt
■Build an industry leading finance organization
| Sam J. Johnson EVP, Retail Operations | ■•Drive athe power merchandiser strategy
■•Develop a more exciting and productive shopping experience in our stores
■•Increase the productivity of all of our assets
■•Build an industry leading retail team
| | | Jamey T. RutherfordManish Maini
SVP, OmnichannelChief Information Officer | ■•Deliver top line growth with respect to our website while reducing lossesEnsure system stability, data security and Sarbanes-Oxley Act compliance
■•ExecuteCreate a five-year omnichannel strategic planmeaningful online business by engaging and communicating with our customers
■•ImproveIncrease the operational effectivenessproductivity of our websiteassets
■•Build an industry leading omnichannel teamDrive systems for the power merchandiser strategy
•Drive systems for a more exciting and productive shopping experience in our stores |
| | | | | | | | | Academy Sports and Outdoors, Inc. | 31 | 2021 Proxy Statement |
Academy Sports and Outdoors, Inc.41
| | | | Achievement of Performance Goals |
The following table summarizes the 20202021 Company and individual performance metric results:results under the Bonus Plan: | | | | | | | | | | | | | | | | | | | | | Level of Achievement | | | Metrics | Target | Achievement | Achievement as % of Target (%) | | | | | | | | Company Performance | Adjusted EBIT* | $393.7 million | $968.6 million | 245.9 | | | Total Company Sales | $5.63 billion | $6.77 billion | 120.3 | | | NEO | Target (%) | Level Achieved as % of Target
(%) | | | | | | | | | | Individual Performance | Ken C. Hicks | 100.0 | | 200.0 | | | | Michael P. Mullican | 100.0 | | 200.0 | | | | Steve P. Lawrence | 100.0 | | 200.0 | | | | Sam J. Johnson | 100.0 | | 200.0 | | | | Manish Maini | 100.0 | | 100.0 | | |
| | | | | | | | | | | | | | | | | Level of Achievement | | Metrics | Target | Achievement | Achievement as % of Target | Company Performance | Total Company EBITDA Dollars | $346.0 million | $634.9 million | 183.5% | | Total Company Sales | $5.02 billion | $5.69 billion | 113.4% | | ROIC % | 14.6% | 26.2% | 178.9% | | | | | | | NEO | Target | Level of Goals Achieved as % of Target | | | Individual Performance | Ken C. Hicks | 100.0 | % | 300.0% | | | Steve P. Lawrence | 100.0 | % | 200.0% | | | Michael P. Mullican | 100.0 | % | 200.0% | | | Sam J. Johnson | 100.0 | % | 200.0% | | | Jamey T. Rutherford | 100.0 | % | 150.0% | |
* See “Reconciliations of Non-GAAP to GAAP Financial Measures” below for reconciliations of non-GAAP financial measures used in this Proxy Statement to their most directly comparable GAAP financial measures.
The following table summarizes the 2020 bonus2021 bonuses earned by each NEO under the Bonus Plan based on actual performance, as compared to the target opportunity, for each of our NEOs:
| | Name | Name |
2020 Base Salary ($)(1) |
Target Bonus (%) |
Target Bonus Amount ($) | % of Salary Earned for Achievement of Combined Company Performance Goals (%) | % of Salary Earned for Achievement of Individual Performance Goals (%) | Overall Achievement Factor (%) | Actual Bonus Achieved ($) | Name |
2021 Base Salary ($) |
Target Bonus (%) |
Target Bonus Amount ($) | % of Target Bonus Earned for Achievement of Company Performance Metrics (%) | % of Target Bonus Earned for Achievement of Individual Performance Metric (%) | Overall Achievement Factor of Target Bonus (%)(1) | Final Bonus Payment ($)(2) | | | | Ken C. Hicks | Ken C. Hicks | 1,100,000 | 150 | 1,650,000 | 405.0 | 45.0 | 450.0 | 4,950,000 | Ken C. Hicks | 1,100,000 | 175.0 | 1,925,000 | 180.0 | 20.0 | 200.0 | 3,850,000 | | | Michael P. Mullican | | Michael P. Mullican | 675,000 | 120.0 | 810,000 | 180.0 | 20.0 | 200.0 | 1,620,000 | | | Steve P. Lawrence | Steve P. Lawrence | 727,115 | 120 | 872,538 | 216.0 | 24.0 | 240.0 | 1,745,077 | Steve P. Lawrence | 752,000 | 120.0 | 902,400 | 180.0 | 20.0 | 200.0 | 1,804,800 | | | Michael P. Mullican | 506,206 | 100 | 506,206 | 180.0 | 20.0 | 200.0 | 1,012,412 | | | Sam J. Johnson | Sam J. Johnson | 496,525 | 100 | 496,525 | 180.0 | 20.0 | 200.0 | 993,049 | Sam J. Johnson | 577,500 | 120.0 | 693,000 | 180.0 | 20.0 | 200.0 | 1,386,000 | | | Jamey T. Rutherford | 348,269 | 75 | 261,202 | 135.0 | 11.3 | 146.3 | 509,344 | | | Manish Maini | | Manish Maini | 550,000 | 75.0 | 412,500 | 180.0 | 10.0 | 190.0 | 783,750 | |
1.Overall Achievement Factor of Target Bonus is the sum of the % of Target Bonus Earned for Achievement of Company Performance Metrics plus % of Target Bonus Earned for Achievement of Individual Performance Metric.
1.2.Bonus payments under the Bonus Plan were calculated by multiplying eachthe NEO’s weighted average annual base salary for 2020as of the end of fiscal 2021 by their target bonus opportunity, which was then adjusted by an overall achievement factor of target bonus based on the combined weighted achievement of the Company and individual performance metrics. In response to the COVID-19 pandemic, the Committee temporarily reduced the base salary of each NEO by 50% from March 29, 2020 to June 7, 2020. In determining the weighted average annual base salary, the Committee determined it would not prorate for the reduction from March 29, 2020 to June 7, 2020 and that the bonus payment would be based on what the NEO would have received if their salary had not been temporarily reduced.
| | | | | | | | | Academy Sports and Outdoors, Inc. | 32 | 2021 Proxy Statement |
42Academy Sports and Outdoors, Inc.
Long-Term Equity Incentive Compensation In 2020, the2021 Annual Equity Incentive Awards
The Committee awarded a special bonus paymentgrants equity incentive awards of $100,000 to Mr. Mullican in recognition of his effortsOptions and contributions with respectRSUs to our IPO.
| | | Long-Term Equity Incentive Compensation |
Our NEOs are provided annual equity awards.annually as part of their overall performance-based compensation package. The Committee may also grant equity awards to address special situations that may arise from time to time. The use of long-term equity incentives creates a link between executive compensation and our long-term performance and growth, thereby creating alignment between executive officer and stockholder interests.
After our 2020 Omnibus Incentive Plan (or 2020 Equity Plan) became effective, no further awards will be granted under the 2011 Unit Incentive Plan (or 2011 Equity Plan). However, all outstanding awards granted under the 2011 Equity Plan will continue to be governed by the existing terms of the 2011 Equity Plan and the applicable award agreements.
Under our 2011 Equity Plan, we granted each NEO three types of equity awards: (i) stock options to purchase shares of the Company, or Options, (ii) performance-based RSUs, and (iii) time vested RSUs.
In 2020, approximately 67% of our March annual equity grants were delivered in Options. The Committee believes that Options, when granted with exercise prices equal to the fair market value of our shares on the date of grant, provide an appropriate long-term incentive for our executive officers, since the Options reward them only to the extent the price of our shares increases and stockholders realize value following their grant date.
In 2020, approximately 33% of our March annual equity grants were delivered in performance-based RSUs. The Committee believes that RSUs help us to retain our executive officers and reward them for long-term stock price appreciation while at the same time providing some value to the recipient. The Committee also believes that RSUs help us to manage dilution to existing stockholders and provide greater transparency and predictability to our executive officers regarding the ultimate value of their compensation opportunities.
| | | | | | | | | | | | Annual Equity Grant | Metric | Achievement | Outcome | 2020 Grant:
Performance-Based RSUs | Achieve 2020 Adjusted EBITDA target of $346M | $634M | 100% of Grant Earned | Vesting | | CEO | Upon determination by the Committee of achievement, 1/48th of the total number of Earned RSUs (as defined below) will vest for every monthly anniversary since the vesting commencement date, and thereafter 1/48th shall vest on each monthly anniversary of the vesting commencement date as mandated under Mr. Hicks’ employment agreement | Other NEOs
| 25% of Earned RSUs will vest on or after the determination of achievement set by the Committee, 25% will vest on each of the 2nd, 3rd, and 4th anniversaries of the vesting commencement date
|
In determining the appropriate mix of Options and RSUs for the annual equity incentive award grant, the Committee considers competitive market data of the types of equity incentive award compensation provided to executive officers by the companies in our compensation peer group, with a goal of reaching a mix that would provide the appropriate incentives while staying competitive in our market. | | | | | | | | | Academy Sports and Outdoors, Inc. | 33 | 2021 Proxy Statement |
On March 5, 2020,31, 2021, the Company granted the following Options with an exercise price of $17.30$26.99 and the following performance-based RSUs to our NEOs, as reflectedNEOs: | | | | | | | | | | | | | | | | | | | NEO | # Options | $ Value of Options | # RSUs | $ Value of RSUs | | | | | | | | | Ken Hicks | 287,472 | 3,349,049 | 61,133 | 1,649,980 | | | Michael P. Mullican | 56,843 | 669,997 | 12,226 | 329,980 | | | Steve P. Lawrence | 56,843 | 669,997 | 12,226 | 329,980 | | | Sam J. Johnson | 51,158 | 602,989 | 11,004 | 296,998 | | | Manish Maini | 34,105 | 401,989 | 7,336 | 197,999 | |
In 2021, approximately 67% of our March annual equity incentive award grants were delivered in the table below.
| | | | | | | | | | | | | | | | | | | | | | NEO | | # Options | Grant Date
$ Value of Options | | # RSUs | Grant Date
$ Value of RSUs | | Mr. Hicks | | 276,430 | 2,369,005 | | 96,279 | 1,665,627 | | Mr. Lawrence | | 69,107 | 603,304 | | 24,069 | 416,394 | | Mr. Mullican | | 49,757 | 434,379 | | 17,330 | 299,809 | | Mr. Johnson | | 49,757 | 434,379 | | 17,330 | 299,809 | | Ms. Rutherford | | 19,350 | 168,926 | | 6,739 | 116,585 |
Equity Awards Granted In 2020 -form of Options. The Committee believes that Options,
The which are granted with exercise prices at least equal to the fair market value of our shares on the date of grant, are performance-based in nature and provide an appropriate long-term incentive for our executive officers, since the Options reward them only to the extent the price of our shares increases and stockholders realize value following the grant date. Options generally vest as follows:
•Mr Hicks:over a four-year service period. For Mr. Hicks, per the terms of his negotiated employment agreement, 1/48th of the Options become vested and exercisable on each monthly anniversary of the grant date, generally subject to Mr. Hicks’his continued service through the applicable vesting date as mandated under his employment agreement
•date. For Other NEOs:the other NEOs, 25% of the Options become vested and exercisable on each anniversary of the grant date, generally subject to the grantee’s continued service through the applicable vesting date.
Equity Awards Granted In 2020 - Performance BasedApproximately 33% of our March annual equity incentive award grants were delivered in the form of performance-based RSUs. The Committee believes that RSUs
help us to retain our executive officers and reward them for long-term stock price appreciation while at the same time providing greater transparency and predictability to our executive officers regarding the ultimate value of their compensation opportunities. Performance-based RSUs are structured so that only “Earned RSUs” are eligible to vest over thea 4-year timeservice-based vesting schedule. RSUs become “Earned RSUs” based on (i) the Company’s level of achievement ofagainst a consolidated Adjusted EBITDAEBIT target for the fiscal year in which the grant date occurs such(such period, the RSU“RSU Grant Year,Year”), or (ii) the Company’s later achievement of a specified target share price. If the Company’s actual consolidated Adjusted EBITDAEBIT for the RSU Grant Year is: (i) equal to or greater than the “high performance target,” then 100% of the RSUs will be Earned RSUs; (ii) less than the “high performance target” but equal to or greater than the “low performance target,” then a specified percentage (based on a linear performance scale) of the RSUs will be Earned RSUs; andor (iii) less than the “low performance target,” then none of the RSUs will become Earned RSUs.
Academy Sports and Outdoors, Inc.43 On March 4, 2021,2, 2022, the Committee determined that the Company’s actual consolidated Adjusted EBITDAEBIT for 20202021 was $634.9$969 million. This exceeded the high performance target of $346.0$394 million, and accordingly all100% of the RSUs became Earned RSUs. The performance-based RSUs shown in the table above vest as follows:
a.For Mr. Hicks: Such Earned RSUs will vest in 1/48th increments upon each monthly anniversary of the grant dateremain subject to service-based vesting conditions as mandated under his employment agreement.
For other NEOs: Earned RSUs will vest as follows:
a.25% on or after the date of determination by the Committee of the Company’s actual consolidated Adjusted EBITDA for the RSU Grant Year but prior to the second anniversary of the vesting commencement date (February 2, 2020);
b.50% on or after the second anniversary of the vesting commencement date but prior to the third anniversary of the vesting commencement date;
c.75% on or after the third anniversary of the vesting commencement date but prior to the fourth anniversary of the vesting commencement date; and
d.100% on or after the fourth anniversary of the vesting commencement date.
| | | | | | | | | | | | Academy SportsPerformance-based Vesting | Metric | Achievement | Outcome | 2021 Grant:
Performance-Based RSUs | Achieve 2021 Adjusted EBIT target of $394 million | $969 million | 100% of Grant Earned | | Service-based Vesting | | | CEO | Upon the Committee’s certification of attainment of the performance goal, 1/48th of the total number of Earned RSUs is deemed vested for each monthly anniversary from the start of the 2021 fiscal year with the remainder continuing to vest in monthly installments thereafter per the terms of Mr. Hicks’ negotiated employment agreement. Earned RSUs are fully vested by the 4th anniversary of the start of the 2021 fiscal year. | | Other NEOs | Upon the Committee’s certification of attainment of the performance goal, 25% of the Earned RSUs vest immediately. Thereafter, 25% of the Earned RSUs vest on each of the 2nd, 3rd, and Outdoors, Inc. | 34 | 4th anniversaries of the start of the 2021 Proxy Statementfiscal year. |
2021 Special Equity Awards Granted In On September 7, 2021, the Board, upon the recommendation of the Committee, approved special service-based vesting RSU awards under the Company’s 2020 - AdditionalOmnibus Incentive Plan for certain key employees, including Messrs. Lawrence, Mullican, Johnson, and Maini. The Board and Committee believed that the strategic leadership of these key employees has been a key driver of the Company’s success to date, and that these special RSU Awards In connectionawards, in combination with the other elements of their compensation including the compensation changes described earlier in the “Base Salary” and “2021 Executive Team Bonus Plan” sections, provide a market-competitive package designed to reward each NEO’s strong performance, provide an incentive to drive results, increase alignment with stockholders, and retain the NEO’s services to help drive the Company’s anticipated IPO, on August 26, 2020, the Company granted the followinglong-term growth. These special RSU awards also reflect the Board’s and the Committee’s desire to eachincrease the proportion of unvested equity awards held by Messrs. Lawrence, Mullican, Johnson and Maini, particularly in light of the NEOs pursuant toCompany’s May 2021 secondary offering that resulted in a RSU Agreementchange of control event under the Company’s 2011 EquityUnit Incentive Plan orwhich caused all equity awards granted under that plan to vest in full. These RSU awards have been designed to encourage retention and will vest in 50% increments on the August 2020 RSU Agreement:second and third anniversaries of the grant date, generally subject to the NEO’s continued employment through the applicable vesting date:
| | | | | | | | | | Name | # of RSUs Awarded(1) | Grant Date
$ Value of RSUs | | Ken C. Hicks | 246,731 | 4,500,373 | | Steve P. Lawrence | 109,658 | 2,000,162 | | Michael P. Mullican | 109,658 | 2,000,162 | | Sam J. Johnson | 109,658 | 2,000,162 | | Jamey T. Rutherford | 82,243 | 1,500,112 |
| | | | | | | | | | | | | Name | # of RSUs Awarded(1) | $ Value of RSUs | | | Michael P. Mullican | 21,862 | 999,968 | | | Steve P. Lawrence | 21,862 | 999,968 | | | Sam J. Johnson | 21,862 | 999,968 | | | Manish Maini | 16,397 | 749,999 | |
1.Determined by dividing the grant value by $18.24,$45.74, which iswas the closing price on the date of the grantgrant.
44Academy Sports and Outdoors, Inc. Other Compensation General Benefits Our NEOs participate in the executive is in continuous service, 25% of the RSUs vestCompany’s general benefit plans on the first anniversary of the grant datesame terms as other team members. These plans include medical, dental and 75% vest on the second anniversary of the grant date.
Retirement Benefits
Our 401(k) plan is our sole retirement plan. We do not provide defined benefit pensions, retiree medical or non-qualified deferred compensation.
Our 401(k) plan provides all eligible U.S. team members, including the NEOs, with an opportunity to save for retirement on a tax-advantaged basis. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the team members until distributed from the plan. After an employee has completed a full year and 1,000 work hours, we match up to 6% of employee eligible compensation based on the employee’s deferrals, up to applicable IRS limits, per calendar year for each employee and such matching contributions are immediately and fully vested.
Health Benefits
We provide various employee benefit programs to our NEOs, including medical, vision dental, life insurance, accidental death and dismemberment,benefits, short-term disability, long-term disability, short-term disability, health savings accountsan Employee Stock Purchase Plan, a 401(k) Plan and wellness programs. These benefit programs are available to all ofa 20% employee discount on merchandise purchased in the Company’s stores or through our salaried full-time team members.website.
We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.
Perquisites and Other Benefits The perquisites and other personal benefits described below are provided to the applicable NEOs to eliminate potential distractions from performing their regular job duties and to promote productivity, health and well-being. We believe the cost of these programs is counterbalanced by an increase in productivity by the NEOs receiving access to them. All of the perquisites and personal benefits described below have been approved by the Committee. General
In order to maintain competitiveness in the market as well as to maintain continuity of leadership by encouraging physical and financial well-being, the Committee approved reimbursement for annual physicals for Messrs. Hicks and Johnson of up to $2,000, with a tax gross-up for Mr. HicksHicks. The Company also provides each NEO with up to $5,000 in the additional amount of $2,001. Messrs. Hicks and Lawrence utilized the full $5,000 ofreimbursements for financial planning reimbursement allowed, while Ms. Rutherford used only $2,075. services. Pursuant to the terms of his employment agreement, during Mr. Hicks’ employment: (i) the Company will pay directly or reimburse him for reasonable monthly rent and utilities costs (including electric, gas, water, alarm, cable, housekeeping and internet but excluding meals and laundry) for a furnished rental apartment in the Katy, Texas area, (ii) he will have use of a company-ownedCompany-owned vehicle when in Katy, Texas with satellite radio and have the Company pay all maintenance and insurance costs with respect to such vehicle, and (iii) the Company will pay directly or reimburse him on a monthly basis for reasonable and necessary expenses incurred by Mr. Hicks in connection with periodic travel from work in Katy, Texas to his residence in California (including jet card payments for private air travel, cost of meals on the flights and transportation to and from airports).California. In addition, he is entitled to receive from the Company on a monthly basis an additional payment in an amount sufficient to | | | | | | | | | Academy Sports and Outdoors, Inc. | 35 | 2021 Proxy Statement |
indemnify him on a net after-tax basis for any income tax associated with the provision of any of the perquisites described above. The Company partners with various athletic organizations for business purposes and these organizations may include tickets to their events as part of our partnership with them. Executive officersNEOs and team members may have the opportunity to use these tickets for personal use, only if they are not already being used for business purposes. There is no incremental cost to the Company for providing these individual tickets to team members and so there is no amount to disclose on the Summary Compensation Table.
| | | How We Set Compensation Peer Group |
For purposes of comparing our executive compensation against the competitive market, the Committee reviews and considers the compensation levels and practices of a group of comparable retail companies. In December 2019, the Committee, with the input of data and analysis from Meridian Compensation Partners, or Meridian, the Company’s compensation consultant and the executive compensation team (i.e., our Chief Executive Officer, Chief Human Resources Officer and Vice President of Compensation, Benefits, Human Resource Operations, and Payroll), developed and approved the following compensation peer group for purposes of understanding the competitive market:
| | | | | | | | | Advance Auto Parts, Inc. | Designer Brands Inc. | Sally Beauty Holdings, Inc. | Ascena Retail Group, Inc. | Dick’s Sporting Goods, Inc. | Tailored Brands, Inc. | AutoZone, Inc. | Foot Locker, Inc. | The Michaels Companies, Inc. | Burlington Stores, Inc. | GameStop Corp. | Tractor Supply Company | Caleres, Inc. | Genesco Inc. | Urban Outfitters, Inc. | Carter’s, Inc. | GNC Holdings, Inc. | Williams-Sonoma, Inc. |
The companies in this compensation peer group were selected using the following criteria:
•Similar revenue size – 0.5x to 2.5x our last four fiscal quarters’ revenue as of the third quarter of 2019;
•Companies primarily in the retail business; and
•Similar business model and/or product.
This compensation peer group was used by the Committee during 2020 as a reference for understanding the compensation practices of companies in our industry sector and compensation peer group.
To analyze the compensation practices of the companies in our compensation peer group, Meridian gathered data for the peer group companies from public filings (primarily proxy statements). This market data was then used as a reference point for the Committee to assess our current compensation levels in the course of its deliberations on compensation forms and amounts.
The Committee reviews our compensation peer group at least annually and makes adjustments to its composition as necessary or appropriate, taking into account changes in both our business and the businesses of the companies in the compensation peer group.
| | | Compensation Program – Other Governance Matters |
Role of the Committee The Committee is comprised solely of independent non-employee directors. The Committee’s primary responsibilities are to determine the compensation of our Chief Executive Officer and other executive officers, evaluate our Chief Executive Officer’s performance, and administer our executive officer compensation and benefit programs. The Committee’s charter is described earlier in this Proxy Statement and available in the corporate governance section of our investor relations website at investors.academy.com. When selecting and setting the amount of each compensation element, the Committee generally considers the following factors: •our performance against the financial and operational objectives established by the Committee; •each individual executive officer’s skills, experience, and qualifications relative to other similarly-situated executive officers at the companies in our compensation peer group; | | | | | | | | | Academy Sports and Outdoors, Inc. | 36 | 2021 Proxy Statement |
•the scope of each executive officer’s role compared to other similarly-situated executive officers at the companies in our compensation peer group; •the performance of each individual executive officer, based on a subjective assessment of their contributions to our overall performance, ability to lead their business unit or function, and work as part of a team, all in furtherance of our core values;
Academy Sports and Outdoors, Inc.45 •internal pay equity among our executive officers, including the NEOs (other than our Chief Executive Officer); •our performance relative to our compensation peer group; and •the compensation practices of our compensation peer group and how each executive officer’s target compensation compares to a ranking of similar positions in our compensation peer group. During 2020 the Committee recommended equity awards for each NEO, and such awards were then granted by the Board. Following March 2021 the Committee will approve futuregranted equity incentive awards forto our NEOs. In determining the amount of long-term equity incentive compensation for our executive officers as part of its annual compensation review, the Committee also considers the accounting impact of the proposed awards on our earnings and the proportion of our total shares outstanding used for annual employee long-term equity incentive compensation awards, or burn rate, in relation to the median proportions of the companies in the retail sector benchmarks. These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer. No single factor is determinative in setting pay levels, nor is the impact of any factor on the determination of pay levels quantifiable. The Committee retains significant authority to adjust the compensation levels of our executive officers based on the foregoing, and other, factors that it may deem appropriate to achieve our overall compensation goals. Role of Executive Compensation Team In discharging its responsibilities, the Committee works with members of our executive compensation team (i.e., our Chief Executive Officer, Chief Human Resources Officer, and Vice President of Compensation, Benefits, Human Resources Operations, and Payroll). The executive compensation team (with input from Meridian)its consultant) assists the Committee by providing information on our performance and the individual performance of our executive officers, as well as market and industry data, and the executive compensation team’s perspective and recommendations on compensation matters. The Committee solicits and considers our executive compensation team’s recommendations and proposals with respect to adjustments to base salaries, annual cash bonus opportunities, long-term incentive compensation opportunities, perquisites, program structures, and other compensation-related matters for our executive officers. The Committee reviews and discusses these recommendations and proposals with some or all of the members of our executive compensation team and uses them as one factor in determining and approving the compensation for our executive officers. In addition, the level of attainment of each individual executive officer’sNEOs performance goals pursuant to the Company’s Executive Team Bonus Plan (described in “—20202021 Executive Team Bonus Plan”) is recommended by our Chief Executive Officer (other than theirwith respect to his own, which is determined by the Committee) to the Committee for its final approval. The executive officers on the executive compensation team for compensation recuse themselves from all Committee deliberations regarding their own individual compensation. Role of Compensation Consultant The Company has retained Meridian, a nationally-recognized compensation consulting firm, to serve as its executive compensation advisor. The Company has utilized Meridian for general input and guidance on components of our executive officer compensation program. Meridian advises the Company with respect to developing a compensation benchmarking peer group and market data for base salary, annual bonus, long-term equity compensation, and perquisites for similarly situated executive officers in the Company’s compensation peer group.
During 2020, Meridian provided the following services to the Company:
•Developed a compensation benchmarking peer group and approach that is used to develop competitive market data references.
•Provided competitive market data based on the compensation peer group for our executive officers.
•Reviewed the base salary levels, annual cash bonus opportunities, long-term incentive compensation opportunities.
•Provided an assessment of executive compensation trends within our industry.
Pursuant to its charter, the Committee has the authority to retain the services of external advisors, including compensation consultants, legal counsel, and other advisors, to assist in the performance of its responsibilities. In February 2021, the Committee retained as its independent advisor a nationally-recognized executive compensation consultant, | | | | | | | | | Academy Sports and Outdoors, Inc. | 37 | 2021 Proxy Statement |
Compensation Advisory Partners (“CAP”). CAP performs no work for management and reports directly to the Committee. The Committee has assessed the independence of CAP based on standards promulgated by the SEC and concluded that no conflict of interest exists that would prevent it from serving as an independent consultant to the Committee. The Committee has utilized CAP for general input and guidance on components of our executive officer compensation program. CAP advises the Committee with respect to developing a compensation benchmarking peer group and market data for base salary, annual bonus, long-term equity compensation, and perquisites for similarly situated executive officers in the Company’s compensation peer group. CAP also advises the Committee on general executive compensation program elements and design.
46Academy Sports and Outdoors, Inc. How We Determine and Use our Compensation Peer Group For purposes of comparing our executive compensation against the competitive market, the Committee reviews and considers the compensation levels and practices of a group of comparable retail companies. In December 2020, the Committee, with the input of data and analysis from Meridian Compensation Partners (the Company’s compensation consultant) and the Company’s executive compensation team developed and approved the following compensation peer group (“2021 Peer Group”) for purposes of understanding the competitive market: | | | | | | | | | | | | | Advance Auto Parts, Inc. | Caleres, Inc. | Foot Locker, Inc. | The Michaels Companies, Inc. | | AutoZone, Inc. | Carter’s, Inc. | GameStop Corp. | Tractor Supply Company | | Big Lots | Designer Brands Inc. | Genesco Inc. | Urban Outfitters, Inc. | | Burlington Stores, Inc. | Dick’s Sporting Goods, Inc. | Sally Beauty Holdings, Inc. | Williams-Sonoma, Inc. |
The companies in the 2021 Peer Group were selected using the following criteria: •Similar revenue size – 0.4 times to 2.4 times our last four fiscal quarters’ revenue as of the third quarter of 2020; •Companies primarily in the retail business; and •Similar business model and/or product. This 2021 Peer Group was used by the Committee during 2021 as a reference for understanding the compensation practices of companies in our industry sector. To analyze the compensation practices of the companies in our 2021 Peer Group, Meridian gathered data for the peer group companies from public filings (primarily proxy statements). This market data was then used as a reference point for the Committee to assess our current compensation levels in the course of its deliberations on compensation forms and amounts. Employment Agreements We have entered into employment agreements with each of our NEOs and all of our other executive officers to help ensure the retention of thoseretain these executive officers who are criticalkey to the future success of the Company. For additional information regarding our NEO employment agreements, see “—Employment Agreements with NEOs.” Executive Officer Compensation Policies and Practices
In 2020, we either continued or adopted in connection with the IPO the following executive officer compensation policies and practices, which include policies and practices that we have implemented to drive performance as well as policies and practices that either prohibit or minimize behaviors that we do not believe serve our stockholders’ long-term interests:
•Composition of the Compensation Committee. The Committee is comprised solely of non-employee directors.
•Annual Executive Officer Compensation Review. The Committee conducted an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes. In determining the base salary, bonus, long-term incentives, and perquisites for each of our NEOs, the Committee meets in March of each fiscal year to review and approve each executive officer’s compensation as compared to the Company’s compensation peer group. The Committee considers the data provided by Meridian and the recommendations provided by the Company’s executive compensation team and, in that context, approves the compensation for each NEO.
•Executive Officer Compensation Practices. Our compensation philosophy and related corporate governance policies and practices are complemented by several specific compensation practices that are designed to align our executive officer compensation with long-term stockholder interests, including the following:
◦Annual Performance Review. The Committee engages in an annual performance review of each NEO based on our Company’s results and individual performance.
◦Compensation At Risk. Our executive officer compensation program is designed so that a majority of compensation is “at risk” based on the Company’s performance, in the form of both short-term cash and long-term equity incentives to align the interests of our executive officers and stockholders.
◦No Defined Benefit Pension or Non-qualified Deferred Compensation Plans. We do not currently offer, nor do we have plans to provide, defined benefit pension arrangements or non-qualified deferred compensation plans or arrangements to our executive officers.
◦Nominal Special Health or Welfare Benefits. Our executive officers participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried team members. However, in order to maintain continuity of leadership by encouraging physical well-being, the Committee has approved reimbursement for annual physicals for each of the NEOs in 2020.
◦No Post-Employment Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits.
◦No Options Granted with Exercise Price Below Fair Market Value, with Pre-IPO Fair Market Value determined based on Third-Party Valuations. All options have been granted with exercise prices equal to the fair market value of our shares on the date of grant. We believe that such equity awards provide an appropriate long-term incentive for our executive officers, since the options reward them only to the extent that the value of our shares increases and stockholders realize value following their grant date. Prior to the IPO, the Board determined the fair market value of our Membership Units based on valuation reports intended to comply with the safe harbor under Section 409A of the Internal Revenue Code of 1986, as amended, or the Code, and the regulations promulgated thereunder that it received on a quarterly basis from a third party valuation expert.
◦Multi-Year Time Vesting and Performance-Based Vesting Requirements for Equity Awards. The options and RSUs granted to our executive officers vest over multi-year periods, consistent with current market practice and our retention objectives. In addition, certain Options and RSUs granted in 2020 to our executive officers are subject to performance-based vesting requirements.
◦Hedging and Pledging Prohibited. We prohibit our executive officers from hedging our securities, pledging our securities as collateral for loans, or holding our securities in margin accounts.
| | | | | | | | | Academy Sports and Outdoors, Inc. | 38 | 2021 Proxy Statement |
◦Adopted Stock Ownership Guidelines. Guidelines
We have adopted meaningful stock ownership guidelines for our officers. The CEO is required to hold five times his annual base salary, an EVP is required to hold three times their annual base salary, threean executive team SVP is required to hold two times their annual base salary, for EVPs, twoand other covered executive officers are required to hold one times or half their annual base salary for executive officer SVPs, and a multiple of annual base salary for other covered officers.salaries. If an officer has not met the required levels of ownership within the five yearfive-year prescribed timeframe, they will be required to retain 100% of any Company equity acquired or held (net of taxes) until they meet their applicable required ownership guidelines. All of our NEOs are in compliance with these stock ownership guidelines or are within the five-year prescribed timeframe for complying with these stock ownership requirements. ◦Adopted a Clawback Policy. Policy
We have adopted a clawback policy which provides for the recoupment of certain incentive compensation if the Committee determines that the incentive compensation of any participantsexecutive officer was overpaid, in whole or in part, as a result of a misstatement triggering a restatement of the reported financial results of the Company due to the Company’s material noncompliance with financial reporting requirements under the securities laws, that is caused directly or indirectly by fraud, intentional illegal conduct or gross negligence. The Committee is closely monitoring the SEC proposed SEC rules regarding recoupment of incentive-based compensation and will amend the policy if necessary when the final rules are adopted.
Academy Sports and Outdoors, Inc.47
Tax and Accounting ImplicationsCompensation Committee Report
The Committee operates its compensation programs with the good faith intention of complying with Section 409A of the Code. We account for equity-based payments with respect to our long-term equity incentive award programs in accordance with the requirements of FASB Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or FASB ASC Topic 718.
| | | Compensation Committee Report |
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussion with management, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Annual Report on Form 10-K for the fiscal year ended January 30, 202129, 2022 filed with the Securities and Exchange Commission.
Submitted by the Compensation Committee of the Company’s Board of Directors:
Compensation Committee Members: | | | | | | Nate H. Taylor, Chair | Bill S. Simon | Tom M. Nealon | Jeff C. Tweedy |
•Beryl B. Raff, Chair•Tom M. Nealon •Sharen J. Turney •Jeff C. Tweedy
| | | | | | | | | Academy Sports and Outdoors, Inc. | 39 | 2021 Proxy Statement |
48Academy Sports and Outdoors, Inc.
| | | | Summary Compensation Table |
The following table summarizes the total compensation earned by our NEOs in the fiscal year ended January 30, 202129, 2022 (or 2020)also referred to as 2021). We have omitted from this table the columns for Change in Pension Value and Nonqualified Deferred Compensation Earnings, because no NEO received such types of compensation during 2020.
Summary Compensation Table
| | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) |
Total ($) | | Ken C. Hicks | 2020 | 1,004,808 | — | 6,166,000 | 2,369,005 | 4,950,000 | 952,138 | 15,441,951 | | Chairman, President, and Chief Executive Officer | 2019 | 1,100,000 | — | — | 2,808,290 | 1,868,667 | 1,089,042 | 6,865,999 | | Steve P. Lawrence | 2020 | 663,942 | — | 2,416,556 | 603,304 | 1,745,077 | 25,529 | 5,454,408 | | EVP, Chief Merchandising Officer | 2019 | 677,596 | 200,000 | — | 1,428,983 | 858,663 | — | 3,165,242 | | Michael P. Mullican | 2020 | 462,143 | 100,000 | 2,299,971 | 434,379 | 1,012,412 | 17,256 | 4,326,161 | | EVP, Chief Financial Officer | 2019 | 487,827 | — | — | 571,336 | 505,353 | 23,667 | 1,588,183 | | Sam J. Johnson | 2020 | 453,338 | — | 2,299,971 | 434,379 | 993,049 | 19,063 | 4,199,800 | | EVP, Retail Operations | 2019 | 463,884 | — | — | 499,922 | 480,509 | 53,867 | 1,498,182 | Jamey T. Rutherford SVP, Omnichannel | 2020 | 317,981 | — | 1,616,697 | 168,926 | 509,344 | 18,599 | 2,631,547 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) |
Total ($) | | | | | | | | | | | | Ken C. Hicks Chairman, President, and Chief Executive Officer | 2021 | 1,100,000 | — | 1,649,980 | 3,349,049 | 3,850,000 | 1,535,264 | 11,484,293 | | | 2020 | 1,004,808 | — | 6,166,000 | 2,369,005 | 4,950,000 | 952,138 | 15,441,951 | | | 2019 | 1,100,000 | — | — | 2,808,290 | 1,868,667 | 1,089,042 | 6,865,999 | | Michael P. Mullican EVP, Chief Financial Officer | 2021 | 606,219 | — | 1,329,948 | 669,997 | 1,620,000 | 24,971 | 4,251,135 | | | 2020 | 462,143 | 100,000 | 2,299,971 | 434,379 | 1,012,412 | 17,256 | 4,326,161 | | | 2019 | 487,827 | — | — | 571,336 | 505,353 | 23,667 | 1,588,183 | | Steve P. Lawrence EVP, Chief Merchandising Officer | 2021 | 748,615 | — | 1,329,948 | 669,997 | 1,804,800 | 22,504 | 4,575,864 | | | 2020 | 663,942 | — | 2,416,556 | 603,304 | 1,745,077 | 25,529 | 5,454,408 | | | 2019 | 677,596 | 200,000 | — | 1,428,983 | 858,663 | — | 3,165,242 | | Sam J. Johnson EVP, Retail Operations | 2021 | 544,765 | — | 1,296,966 | 602,989 | 1,386,000 | 24,565 | 3,855,285 | | | 2020 | 453,338 | — | 2,299,971 | 434,379 | 993,049 | 19,063 | 4,199,800 | | | 2019 | 463,884 | — | — | 499,922 | 480,509 | 53,867 | 1,498,182 | | Manish Maini SVP, Chief Information officer | 2021 | 532,819 | — | 947,998 | 401,989 | 783,750 | 24,491 | 2,691,047 | | | | 2020 | 442,867 | — | 966,816 | 314,079 | 709,421 | 19,067 | 2,452,250 | | | 2019 | 466,942 | — | — | 464,211 | 362,788 | 23,621 | 1,317,562 | |
1.The amounts reported in this column represent the NEO’s base salary earnedpaid during the specified fiscal year. In light ofyear and reflect the COVID-19 pandemic, the Committee temporarily reduced the salary of each NEO by 50% from March 29, 2020 to June 7, 2020.mid-year increases for 2021. 2.The 2020 amount reported in this column represents a special bonus paid to Mr. Mullican, in the discretion of the Committee, in recognition of his efforts and contributions with respect to our IPO. 3.The amounts reported in this column represent the grant date fair value of the Time RSUs and Performance RSUs granted to each of the NEOs in the specified fiscal year, computed in accordance with FASB Accounting Standards Codification Topic 718. In the case of Time RSUs, the grant date fair value is determined by multiplying the number of units granted by the closing price of our common stock on the grant date. The grant date fair value of the Performance RSUs granted in 2021 is based upon the probable outcome of the performance conditions at the date of grant and assumes the “target” level of performance is achieved, which is the highest level of performance condition achievable for the awards. The valuation assumptions used in determining such amounts are described in Note 9, Equity and Share-Based Compensation to our audited consolidated financial statements included in our Annual Report, incorporated by reference in these proxy material.this Proxy Statement.
4.3.The amounts reported in this column represent the grant date fair value of the Options granted to each of the NEOs in the specified fiscal year, computed in accordance with FASB Accounting Standards Codification Topic 718. The valuation assumptions used in determining such amounts are described in Note 9, Equity and Share-Based Compensation to our audited consolidated financial statements included in our Annual Report, incorporated by reference in this Proxy Statement.
5.4.The amounts reported in this column represent the annual incentive bonus amounts earned by each NEO pursuant to the Bonus Plan.
| | | | | | | | | Academy Sports and Outdoors, Inc. | 40 | 2021 Proxy Statement |
6.5.For a description of our perquisites, see “Other Compensation”Compensation - Perquisites and Other Benefits” in this Compensation Discussion and Analysis. The table below summarizes the items included in the “All Other Compensation” for each NEO for 2020:2021:
| | | | | | | | | | | | | | | | | | | | | | | | | Name | Fiscal Year | Financial Planning Services
($) | Executive Physical
($) | Perquisites Pursuant to Employment Agreement
($) | Fractional Share Payment Due to Stock Split(**) ($) | 401(k) Plan Employer Matching Contribution
($) | Total All Other Compensation
($) | | Ken C. Hicks | 2020 | 5,000 | 3,801(*) | 926,179(*) | 58 | 17,100 | 952,138 | | Steve P. Lawrence | 2020 | 5,000 | — | — | 57 | 20,472 | 25,529 | | Michael P. Mullican | 2020 | — | — | — | 71 | 17,185 | 17,256 | | Sam J. Johnson | 2020 | — | 1,800 | — | 75 | 17,188 | 19,063 | | Jamey T. Rutherford | 2020 | 2,075 | — | — | 50 | 16,474 | 18,599 |
Academy Sports and Outdoors, Inc.49 | | | | | | | | | | | | | | | | | | | | | | | | | | Name | Fiscal Year | Financial Planning Services
($) | Executive Physical
($) | Perquisites Pursuant to Employment Agreement ($) | | 401(k) Plan Employer Matching Contribution ($) | Total All Other Compensation
($) | | | | | | | | | | | | Ken C. Hicks | 2021 | 5,000 | 4,277* | 1,508,587* | | 17,400 | 1,535,264 | | | Michael P. Mullican | 2021 | 5,000 | 1,800 | — | | 18,171 | 24,971 | | | Steve P. Lawrence | 2021 | 5,000 | — | — | | 17,504 | 22,504 | | | Sam J. Johnson | 2021 | 5,000 | 1,800 | — | | 17,765 | 24,565 | | | Manish Maini | 2021 | 5,000 | 1,800 | — | | 17,691 | 24,491 | |
(*) “All“All Other Compensation” includes: i.$1,8002,000 in connection with an executive physical with a tax gross-up of $2,001;$2,277. ii.$47,66752,584 for monthly rent and utilities costs (including electric, gas, water, alarm, cable, housekeeping and internet but excluding meals and laundry) for a furnished rental apartment in the Katy, Texas area, which includes a $59,376$61,680 tax-gross up on these amounts per hisMr. Hicks’s employment agreement; iii.$14,17720,624 for use of a Company-owned vehicle when in Katy, Texas with satellite radio and all maintenance and insurance costs with respect to such vehicle (calculated as described below), which includes a $17,160$17,241 tax gross-up on the cost of the Company vehicle usage; and iv.$750,2991,274,942 for expenses incurred in connection with periodic travel from work in Katy, Texas to his residence in California (including jet card payments for private air travel, cost of meals on the flights and for transportation to and from airports), which includes a $37,500$79,239 tax-gross up on the cost of flights and transportation to and from his flights to his home. We calculated the incremental cost to us for Mr. Hicks’ personal use of a Company vehicle (including commuting and business travel not considered directly and integrally related to the performance of his duties) based on the depreciation expense, cost of insurance, and operating costs, such as fuel and maintenance, related to such travel. The incremental costs of personal trips using other ground transportation arrangements, such as vehicle services, are valued at the actual cost to us.
(**) A cash payment made by the Company to all participants with an outstanding equity award from the 2011 Equity Plan who had fractional shares which were rounded down pre-IPO holdings to the nearest full share after the IPO reverse stock split.
| | | | | | | | | Academy Sports and Outdoors, Inc. | 41 | 2021 Proxy Statement |
50Academy Sports and Outdoors, Inc.
| | | Grants of Plan Based Awards in 2020 |
Grants of Plan Based Awards in 2021The following table provides information with regard to each grant of plan-based awards made to a NEO under any plan during the fiscal year ended January 30, 2021.29, 2022. For additional information regarding non-equity incentive plan awards, please see “—20202021 Executive Team Bonus Plan.” For additional information regarding equity incentive plan awards, please see “Long-Term Equity Incentive Compensation.” | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | All Other Stock Awards: Number of Shares of Stock
(#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards
($/share) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Award Type(2) | Grant Date | Threshold
($) | Target
($) | Maximum
($) | | Threshold
(#) | Target
(#) | Maximum
(#) | | | | | | | | | | | | | | | | Ken C. Hicks | Annual Bonus | — | 962,500 | 1,925,000 | 3,850,000 | | — | — | — | — | — | — | — | | Performance RSUs | 3/31/2021 | — | — | — | | 30,567 | 61,133 | — | — | — | — | 1,649,980 | | Options | 3/31/2021 | — | — | — | | — | — | — | — | 287,472 | 26.99 | 3,349,049 | | Michael P. Mullican | Annual Bonus | — | 405,000 | 810,000 | 1,620,000 | | — | — | — | — | — | — | — | | Performance RSUs | 3/31/2021 | — | — | — | | 6,113 | 12,226 | — | — | — | — | 329,980 | | Options | 3/31/2021 | — | — | — | | — | — | — | — | 56,843 | 26.99 | 669,997 | | Time RSUs | 9/10/2021 | — | — | — | | — | — | — | 21,862 | — | | 999,968 | | Steve P. Lawrence | Annual Bonus | — | 451,200 | 902,400 | 1,804,800 | | — | — | — | — | — | — | — | | Performance RSUs | 3/31/2021 | — | — | — | | 6,113 | 12,226 | — | — | — | — | 329,980 | | Options | 3/31/2021 | — | — | — | | — | — | — | — | 56,843 | 26.99 | 669,997 | | Time RSUs | 9/10/2021 | — | — | — | | — | — | — | 21,862 | — | — | 999,968 | | Sam J. Johnson | Annual Bonus | — | 346,500 | 693,000 | 1,386,000 | | — | — | — | — | — | — | — | | Performance RSUs | 3/31/2021 | — | — | — | | 5,502 | 11,004 | — | — | — | — | 296,998 | | Options | 3/31/2021 | — | — | — | | — | — | — | — | 51,158 | 26.99 | 602,989 | | Time RSUs | 9/10/2021 | — | — | — | | — | — | — | 21,862 | — | — | 999,968 | | Manish Maini | Annual Bonus | — | 206,250 | 412,500 | 825,000 | | — | — | — | — | — | — | — | | Performance RSUs | 3/31/2021 | — | — | — | | 3,668 | 7,336 | — | — | — | — | 197,999 | | Options | 3/31/2021 | — | — | — | | — | — | — | — | 34,105 | 26.99 | 401,989 | | Time RSUs | 9/10/2021 | — | — | — | | — | — | — | 16,397 | — | — | 749,999 |
Grants of Plan Based Awards TableAcademy Sports and Outdoors, Inc.51
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | All Other Stock Awards: Number of Shares of Stock
(#) | All Other Option Awards: Number of Securities Underlying Options
(#) | Exercise or Base Price of Option Awards
($/share) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Award Type(2) | Grant Date | Threshold
($) | Target
($) | Maximum
($) | | Threshold
(#) | Target
(#) | Maximum
(#) | | Ken C. Hicks | Annual Bonus | — | 825,000 | 1,650,000 | 4,950,000 | | — | — | — | — | — | — | — | | Performance RSUs | 3/5/2020 | — | — | — | | 33,782 | 96,279 | — | — | — | — | 1,665,627 | | Time Options | 3/5/2020 | — | — | — | | — | — | — | — | 276,430 | 17.30 | 2,369,005 | | Time RSUs | 8/26/2020 | — | — | — | | — | — | — | 246,731 | — | — | 4,500,373 | | Steve P. Lawrence | Annual Bonus | — | 436,269 | 872,538 | 1,745,076 | | — | — | — | — | — | — | — | | Performance RSUs | 3/5/2020 | — | — | — | | 8,445 | 24,069 | — | — | — | — | 416,394 | | Time Options | 3/5/2020 | — | — | — | | — | — | — | — | 69,107 | 17.30 | 603,304 | | Time RSUs | 8/26/2020 | — | — | — | | — | — | — | 109,658 | — | — | 2,000,162 | | Michael P. Mullican | Annual Bonus | — | 253,103 | 506,206 | 1,012,412 | | — | — | — | — | — | — | — | | Performance RSUs | 3/5/2020 | — | — | — | | 6,080 | 17,330 | — | — | — | — | 299,809 | | Time Options | 3/5/2020 | — | — | — | | — | — | — | — | 49,757 | 17.30 | 434,379 | | Time RSUs | 8/26/2020 | — | — | — | | — | — | — | 109,658 | — | | 2,000,162 | | Sam J. Johnson | Annual Bonus | — | 248,262 | 496,525 | 993,050 | | — | — | — | — | — | — | — | | Performance RSUs | 3/5/2020 | — | — | — | | 6,080 | 17,330 | — | — | — | — | 299,809 | | Time Options | 3/5/2020 | — | — | — | | — | — | — | — | 49,757 | 17.30 | 434,379 | | Time RSUs | 8/26/2020 | — | — | — | | — | — | — | 109,658 | — | — | 2,000,162 | | Jamey T. Rutherford | Annual Bonus | — | 130,600 | 261,201 | 522,403 | | — | — | — | — | — | — | — | | Performance RSUs | 3/5/2020 | — | — | — | | 2,364 | 6,739 | — | — | — | — | 116,585 | | Time Options | 3/5/2020 | — | — | — | | — | — | — | — | 19,350 | 17.30 | 168,926 | | Time RSUs | 8/26/2020 | — | — | — | | — | — | — | 82,243 | — | — | 1,500,112 |
1.Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column relate to amounts payable to each NEO in 2020with respect to 2021 under our Bonus Plan at threshold, target and maximum levels of performance, in each case calculated by multiplying each NEO’s weighted average base salary for 20202021 as approved by the Committee (and without taking into account the temporary reductions for COVID-19) by the applicable percentage at which the bonus would pay out based on the combined weighted achievement of the Company and individual performance metrics at each such level. The actual amounts paid to our NEOs are set forth in the “Summary Compensation Table” above and the calculation of the actual amounts paid is discussed more fully in “—20202021 Executive Team Bonus Plan” above. 2.The vesting schedule applicable to each Option, Time RSU and Performance RSU award is set forth in the “—Outstanding Equity Awards at 20202021 Fiscal Year End Table” table. 3.The target level of achievement is the highest level of achievement possible under the equity incentive plan awards listed in this table. 4.The amounts reported in this column do not reflect the actual economic value realized by the NEO. The amounts reported in this column represent the grant date fair value of the Options and RSUs granted to each of the NEOs in 20202021 pursuant to an award agreement under the 20112020 Equity Plan, computed in accordance with FASB Accounting Standards Codification Topic 718. The valuation assumptions used in determining such amounts are described in Note 9, Equity and Share-Based Compensation to our audited consolidated financial statements incorporated by reference in this Proxy Statement. The grant date fair value of the performance-based RSUs, is based upon the probable outcome of the performance conditions at the date of grant and assumes the “target” level of performance is achieved, which is the highest level of performance condition achievable for the awards.
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52Academy Sports and Outdoors, Inc.
| | | Outstanding Equity Awards at 2020Outstanding Equity Awards at 2021 Fiscal Year End |
The following table provides information with regard to each outstanding equity award held by the NEOs on January 30, 2021.29, 2022. Outstanding Equity Awards at Fiscal Year End Table
| | | | | | | Option Awards | | Stock Awards | | | Option Awards | | Stock Awards | | | Name | Name | | Grant Date | | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(3) | Option Exercise Price ($) | Option Expiration Date(4) | | Number of Shares of Stock that Have Not Vested (#)(5) | Market Value of Shares of Stock That Have Not Vested ($)(7) | Equity Incentive Plan Awards: Number of Unearned Shares, or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, or Other Rights That Have Not Vested ($)(7) | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date(3) | | Number of Shares of Stock that Have Not Vested (#)(4) | Market Value of Shares of Stock That Have Not Vested ($)(6) | Equity Incentive Plan Awards: Number of Unearned Shares, or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, or Other Rights That Have Not Vested ($)(6) | | | | Ken C. Hicks | | Ken C. Hicks | 9/16/2018 | 164,487 | — | 17.14 | 9/16/2028 | | — | | | Ken C. Hicks | | 9/16/2018(8) | | — | 82,243 | 17.14 | 9/16/2028 | | — | 3/7/2019 | 108,561 | — | 16.57 | 3/7/2029 | | — | | | | | | 9/16/2018(9) | | 113,082 | 51,405 | — | 17.14 | 9/16/2028 | | — | | 3/7/2019 | 220,413 | — | 16.57 | 3/7/2029 | | — | | | | | | 3/7/2019(10) | | 52,016 | 56,545 | — | 16.57 | 3/7/2029 | | — | | 3/5/2020 | 276,430 | — | 17.30 | 3/5/2030 | | — | | | | | | 3/7/2019(11) | | 101,019 | 119,394 | — | 16.57 | 3/7/2029 | | — | | 3/31/2021(7) | 53,901 | 233,571 | — | 26.99 | 3/31/2031 | | — | | | | | 3/5/2020(12) | | — | | — | 96,279 | 2,069,999 | | 3/31/2021(8) | — | | — | 61,133 | 2,302,269 | | | | 3/5/2020(13) | | 57,588 | 218,842 | — | 17.30 | 3/5/2030 | | — | | | | 8/26/2020(14) | | — | | 246,731 | 5,304,717 | — | | | Steve P. Lawrence | | 3/7/2019(15) | | — | | 33,949 | 729,904 | — | | | | | 3/7/2019(16) | | 8,481 | 25,444 | — | 16.57 | 3/7/2029 | | — | | | | | 3/7/2019(17) | | 32,640 | 97,921 | — | 16.57 | 3/7/2029 | | — | | | | 3/5/2020(18) | | — | | — | 24,069 | 517,484 | | | | 3/5/2020(19) | | — | 69,107 | — | 17.30 | 3/5/2030 | | — | | | | 8/26/2020(20) | | — | | 109,658 | 2,357,647 | — | | | Michael P. Mullican | | Michael P. Mullican | 3/23/2017 | 8,835 | — | 16.70 | 3/23/2027 | | — | | | Michael P. Mullican | | 3/23/2017(21) | | 6,626 | 2,209 | 6,803 | 16.70 | 3/23/2027 | | — | 3/23/2017 | 31,277 | — | 16.70 | 3/23/2027 | | — | | | | | | 3/23/2017(22) | | 23,457 | 7,820 | — | 16.70 | 3/23/2027 | | — | | 4/5/2018 | 40,896 | — | 16.48 | 4/5/2028 | | — | | | | | | 4/5/2018(23) | | — | 20,448 | 16.48 | 4/5/2028 | | — | | 3/7/2019 | 21,712 | — | 16.57 | 3/7/2029 | | — | | | | | | 4/5/2018(24) | | 20,448 | — | 16.48 | 4/5/2028 | | — | | 3/7/2019 | 44,082 | — | 16.57 | 3/7/2029 | | — | | | | | | 6/22/2018(25) | | — | | 59,898 | 1,287,807 | — | | 3/5/2020 | 49,757 | — | 17.30 | 3/5/2030 | | — | | | | | | 3/7/2019(16) | | 5,427 | 16,248 | — | 16.57 | 3/7/2029 | | — | | 3/31/2021(9) | — | 56,843 | — | 26.99 | 3/31/2031 | | — | | | | | | 3/7/2019(17) | | 11,020 | 33,062 | — | 16.57 | 3/7/2029 | | — | | 3/31/2021(10) | — | | — | 12,226 | 460,431 | | | | | 3/5/2020(18) | | — | | — | 17,330 | 372,595 | | 9/10/2021(11) | — | | 21,862 | 823,323 | — | | | Steve P. Lawrence | | Steve P. Lawrence | 3/31/2021(9) | — | 56,843 | — | 26.99 | 3/31/2031 | | — | | | 3/31/2021(10) | — | | — | 12,226 | 460,431 | | | | | 3/5/2020(19) | | — | 49,757 | — | 17.30 | 3/5/2030 | | — | | 9/10/2021(11) | — | | 21,862 | 823,323 | — | | | | 8/26/2020(20) | | — | | 109,658 | 2,357,647 | — | | | Sam J. Johnson | | Sam J. Johnson | 6/6/2017 | 6,625 | — | 16.70 | 6/6/2027 | | — | | | Sam J. Johnson | | 6/6/2017(21) | | 4,969 | 1,656 | 5,103 | 16.70 | 6/6/2027 | | — | 3/7/2019 | 18,998 | — | 16.57 | 3/7/2029 | | — | | | | | | 6/6/2017(22) | | 17,593 | 5,864 | — | 16.70 | 6/6/2027 | | — | | 3/7/2019 | 38,572 | — | 16.57 | 3/7/2029 | | — | | | | | | 4/5/2018(23) | | — | 16,614 | 16.48 | 4/5/2028 | | — | | 3/5/2020 | 49,757 | — | 17.30 | 3/5/2030 | | — | | | | | | 4/5/2018(24) | | 16,613 | 16,615 | — | 16.48 | 4/5/2028 | | — | | 3/31/2021(9) | — | 51,158 | — | 26.99 | 3/31/2031 | | — | | | | | 6/22/2018(25) | | — | | 37,437 | 804,896 | — | | 3/31/2021(10) | — | | — | 11,004 | 414,411 | | | | | 3/7/2019(16) | | 4,749 | 14,249 | — | 16.57 | 3/7/2029 | | — | | 9/10/2021(11) | — | | 21,862 | 823,323 | — | |
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Academy Sports and Outdoors, Inc.53
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/7/2019(17) | | 9,643 | 28,929 | — | 16.57 | 3/7/2029 | | — | — | — | — | | | 3/5/2020(18) | | — | — | — | — | — | | — | — | 17,330 | 372,595 | | | 3/5/2020(19) | | — | 49,757 | — | 17.30 | 3/5/2030 | | — | — | — | — | | | | 8/26/2020(20) | | — | — | — | — | — | | 109,658 | 2,357,647 | — | — | | Jamey T. Rutherford | | 6/22/2018(25) | | — | — | — | — | — | | 5,990 | 128,785 | — | — | | | | 6/22/2018(23) | | — | — | 5,623 | 16.70 | 6/22/2028 | | — | — | — | — | | | | 6/22/2018(24) | | 9,457 | 9,458 | — | 16.70 | 6/22/2028 | | — | — | — | — | | | | 3/7/2019(16) | | 2,374 | 7,125 | — | 16.57 | 3/7/2029 | | — | — | — | — | | | | 3/7/2019(17) | | 4,821 | 14,465 | — | 16.57 | 3/7/2029 | | — | — | — | — | | | | 3/5/2020(18) | | — | — | — | — | — | | — | — | 6,739 | 144,889 | | | | 3/5/2020(19) | | — | 19,350 | — | 17.30 | 3/5/2030 | | — | — | — | — | | | | 8/26/2020(20) | | — | — | — | — | — | | 82,243 | 1,768,225 | — | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Manish Maini | 6/6/2017 | 9,571 | — | — | 16.70 | 6/6/2027 | | — | — | — | — | | | 6/6/2017 | 131,623 | — | — | 16.70 | 6/6/2027 | | — | — | — | — | | | | 4/5/2018 | 33,228 | — | — | 16.48 | 4/5/2028 | | — | — | — | — | | | | 3/7/2019 | 17,641 | — | — | 16.57 | 3/7/2029 | | — | — | — | — | | | | 3/7/2019 | 35,817 | — | — | 16.57 | 3/7/2029 | | — | — | — | — | | | | 3/5/2020 | 35,977 | — | — | 17.30 | 3/5/2030 | | — | — | — | — | | | 3/31/2021(9) | — | 34,105 | — | 26.99 | 3/31/2031 | | — | — | — | — | | | 3/31/2021(10) | — | — | — | — | — | | — | — | 7,336 | 276,274 | | | 9/10/2021(11) | — | — | — | — | — | | 16,397 | 617,511 | — | — | |
1.The numbers in this column represent vested Options outstanding as of January 30, 2021.29, 2022. 2.The numbers in this column represent (i) unvested time-based options, or Time Options, outstanding as of January 30, 2021, or (ii) unvested performance-based options, or Performance Options, which are eligible to become vested and exercisable, or Earned, and are subject to time vesting as of January 30, 2021.29, 2022. 3.The numbers in this column represent unvested Performance Options that are not Earned as of January 30, 2021. 4.The expiration date for each of the Options is the date that is ten years after the initial grant date.
5.4.The numbers in this column represent RSUs that are subject to time vesting conditions.
6.5.The numbers in this column represent RSUs that are subject to performance vesting conditions.
7.6.Amounts reported are based on $21.50 (also referred to as the Market Value Per Share),$37.66, which was the closing price of our common stock on January 29, 2021,28, 2022, the last trading day before the end of our 20202021 fiscal year.
8.7.As of the 2020 fiscal year end, the PerformanceThe Options granted to Mr. Hicks under the 2018 CEO Option Agreement have not become Earned because the Committee determined that the Company’s actual consolidated Adjusted EBITDA for the Option grant year was less than the “low performance target.” Pursuant to the 2018 CEO Option Agreement, if the Committee determines that the fair market value of a share as of the specified measurement date equals or exceeds the specified target share price, then 100% of the Performance Options that have not become Earned as of such date will become vested and exercisable immediately upon such determination, subject to continued employment through the applicable vesting date.
9.The Time Options granted to Mr. Hicks under the 2018 CEO Option Agreement vest as follows: 1/48th of the Options become vested and exercisable on each monthly anniversary of the vesting commencement date (April 5, 2018), subject to continued employment through the applicable vesting date.
10.The Performance Options granted to Mr. Hicks under the 2019 CEO Option Agreement are Earned with respect to a percentage of shares that are subject to the Performance Options based on the Company’s level of achievement of consolidated Adjusted EBITDA for the fiscal year in which the grant date occurred. The Committee determined that as of March 5, 2020, the Company met the Option grant year “high performance target” of $317.3 million in 2019 by achieving an actual Adjusted EBITDA dollar amount of $323.2 million. Accordingly, 100% of the Performance Options granted under the 2019 CEO Option Agreement became Earned and will vest pursuant to the applicable time vesting provisions for Performance Options in the 2019 CEO Option Agreement.
11.The Time Options granted to Mr. Hicks under the 2019 CEO Option Agreement vest as follows: 1/48th of the Time Options become vested and exercisable on each monthly anniversary of the grant date, subject to continued employment through the applicable vesting date.
12.The RSUs granted to Mr. Hicks are subject to performance-based vesting pursuant to the 2020 CEO RSU Agreement. On March 4, 2021, the Committee determined that the Company’s actual consolidated Adjusted EBITDA for 2020 was $634.9 million, which was in excess of the high performance target of $346.0 million, and accordingly all the RSUs subject to the 2020 CEO RSU Agreement became Earned RSUs and will vest pursuant to the applicable time vesting provision in the 2020 CEO RSU Agreement.
13.The Time Options granted to Mr. Hicks under the 2020 CEO Option Agreement vest as follows: 1/48th48th of the Options become vested and exercisable on each monthly anniversary of the grant date, subject to Mr. Hicks’ continued service through the applicable vesting date.
14.8.The Performance RSUs granted to Mr. Hicks are subject to time-based vesting pursuant to the August 2020 RSU Agreement. 25% of the RSUs vest on or after the first anniversary of the grant date but prior to the second anniversary of the grant date, and 75% of the RSUs vest on or after the second anniversary of the grant date.
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15.The RSUs granted to Mr. Lawrence are subject to time-based vesting pursuant to the 2019 Executive RSU Agreement. The RSUs vest as follows: 25% on or after the first anniversary of the grant date but prior to the second anniversary of the grant date, (ii) 25% on or after the second anniversary of the grant date but prior to the third anniversary of the grant date, (iii) 25% on or after the third anniversary of the grant date but prior to the fourth anniversary of the grant date, and (iv) 25% on or after the fourth anniversary of the grant date.
16.The Performance Options granted to the executive under the 2019 Executive Option Agreement are eligible to become Earned with respect to a percentage of the Performance Optionsearned based on the Company’s level of achievement of consolidated Adjusted EBITDAEBIT for the fiscal year in which the grant date occurred. TheFor 2021, the Committee determined that as of March 5, 2020, the Company metCompany’s actual consolidated Adjusted EBIT for the OptionPerformance RSU grant year “high performance target”was greater than the target of $317.3 million in 2019 by achieving an actual Adjusted EBITDA dollar amount of $323.2$394 million. Accordingly, 100% of the Performance OptionsRSUs granted under the 2019 Executive Option Agreement became Earned RSUs and will vest pursuant to the applicable time vesting provisions for Performance OptionsRSUs. Upon the Committee’s certification of attainment of the performance goal, 1/48th of the total number of Earned RSUs was deemed vested for each monthly anniversary from the start of the 2021 fiscal year with the remainder continuing to vest in monthly installments thereafter per the 2019 Executive Option Agreement.terms of Mr. Hicks’ negotiated employment agreement. Earned RSUs will become fully vested by the 4th anniversary of the start of the 2021 fiscal year.
17.9.The Time Options granted to the executive under the 2019 Executive Option Agreement vestNEO vests as follows: 25% become vested and exercisable on each anniversary of the grant date, subject to continued employment through the applicable vesting date.
18.10.The Performance RSUs granted to the executiveNEO are subject to performance-based vesting pursuant toearned based on the 2020 Executive RSU Agreement. On March 4,Company’s level of achievement of consolidated Adjusted EBIT for the fiscal year in which the grant date occurred. For 2021, the Committee determined that the Company’s actual consolidated Adjusted EBITDAEBIT for 2020the Performance RSU grant year was $634.9 million, which was in excess ofgreater than the high performance target of $346.0 million, and accordingly$394 million. Accordingly, 100% of the Performance RSUs subject to the 2020 Executive RSU Agreement became Earned RSUs and will vest pursuant to the applicable time vesting provisions infor Performance RSUs. Upon the 2020 Executive RSU Agreement.Committee’s certification of attainment of the performance goal, 25% of the Earned RSUs vested immediately. Thereafter, 25% of the Earned RSUs vest on each of the 2nd, 3rd, and 4th anniversaries of the start of the 2021 fiscal year.
19.11.The OptionsTime RSUs granted to the executive under the 2020 Executive Option AgreementNEO vest as follows: 25%50% become vested and exercisable on each anniversarythe second and third anniversaries of the grant date, subject to the grantee’s continued service through the applicable vesting date.
20.The RSUs granted to the executive are subject to time-based vesting pursuant to the applicable vesting provisions of August 2020 RSU Agreement.
21.The Performance Options granted to the executive under the 2017 Executive Option Agreement are eligible to become Earned with respect to a percentage of the Performance Options based on the Company’s level of achievement of consolidated Adjusted EBITDA for the fiscal year in which the grant date occurred. For 2017, the Committee determined that the Company’s actual consolidated Adjusted EBITDA for the Option grant year was less than the “high performance target” but greater than the “low performance target.” Accordingly, a specified percentage (56.5%) of the Performance Options granted under the 2017 Executive Option Agreement became Earned and vest pursuant to the applicable time vesting provisions for Performance Options in the 2017 Executive Option Agreement, with the remaining portion of the Performance Options not being Earned. Pursuant to the 2017 Executive Option Agreement, if the Committee determines that the fair market value of a share as of the specified measurement date equals or exceeds the specified target share price, then 100% of the Performance Options that have not become Earned as of such date will become Earned and vest immediately upon such determination, subject to continued employment. However, on March 4, 2021, the Committee determined that the fair market value of a share was less than the specified target share price and, accordingly, all of the Performance Options not Earned were forfeited.
22.The Time Options granted to the executive under the 2017 Executive Option Agreement vest as follows: 25% become vested and exercisable on each anniversary of the grant date, subject toNEO’s continued employment through the applicable vesting date.
23.As of the 2020 fiscal year end, the Performance Options granted to the executive under the 2018 Executive Option Agreement, or for Ms. Rutherford under her 2018 option agreement, have not become Earned because the Committee determined that the Company’s actual consolidated Adjusted EBITDA for the Option grant year was less than the “low performance target.” Pursuant to the 2018 Executive Option Agreement, or for Ms. Rutherford under her 2018 option agreement, if the Committee determines that the fair market value of a share as of the specified measurement date equals or exceeds the specified target share price, then 100% of the Performance Options that have not become Earned as of such date will become Earned and vest immediately upon such determination, subject to continued employment.
24.The Time Options granted to the executive under the 2018 Executive Option Agreement, or for Ms. Rutherford under her 2018 option agreement, vest as follows: 25% become vested and exercisable on each anniversary of the grant date, subject to continued employment through the applicable vesting date.
25.The RSUs granted to the executive are subject to time-based vesting pursuant to the 2018 Executive RSU Agreement, or for Ms. Rutherford under her 2018 RSU agreement. The RSUs vest as follows: 25% on or after the first anniversary of the grant date but prior to the second anniversary of the grant date, (ii) 25% on or after the second anniversary of the grant date but prior to the third anniversary of the grant date, (iii) 25% on or after the third anniversary of the grant date but prior to the fourth anniversary of the grant date, and (iv) 25% on or after the fourth anniversary of the grant date.
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| | |
54Academy Sports and Outdoors, Inc. Option Exercises and RSUs Vested |
The following table provides information on Options exercised and RSU awards that vested includingduring the 2021 fiscal year which ended January 29, 2022. | | | | | | | | | | | | | | | | | | | | | | | Options Awards Exercised | | Stock Awards Vested | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | | | | | | | | | Ken C. Hicks | — | | — | | | 343,010 | 11,209,494 | | | Michael P. Mullican | — | | — | | | 186,886 | 6,190,207 | | | Steve P. Lawrence | 233,593 | 7,284,696 | | 167,676 | 5,438,513 | | | Sam J. Johnson | 56,685 | 1,324,103 | | 164,425 | 5,442,256 | | | Manish Maini | — | | — | | | 98,575 | 3,258,619 | |
1.The value realized equals the difference between the Option exercise price and the Company’s closing stock price on the exercise date, multiplied by the number of shares acquired upon vesting andto which the value realized, determined as described below during the fiscal year ended January 30, 2021. None of the NEOs exercised any Options during 2020. Fiscal 2020 RSUs Vested Table
| | | | | | | | | | | Stock Awards | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Ken C. Hicks | 233,426 | 3,043,875 | | Steve P. Lawrence | 11,316 | 147,560 | | Michael P. Mullican | 59,898 | 781,069 | | Sam J. Johnson | 37,436 | 488,165 | | Jamey T. Rutherford | 5,989 | 78,096 |
1.RSUs granted prior to the IPO have a transaction event as a vesting criteria in addition to other criteria (e.g. service). Upon the closing of the IPO, the transaction event criteria was achieved and multiple tranches of RSUs that had previously satisfied the time vesting conditions became vested.exercise relates.
2.Amounts reported are basedThe value realized equals the Company’s closing stock price on $13.04,the vesting date, multiplied by the number of shares to which the vesting relates. If the vesting date was on a day which the market was not open, then the closing price of a share of our common stock on October 6, 2020,for the first preceding day the RSUs vested.market was open was used.
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| | | Employment Agreements with NEOs |
The Company entered into an employment agreement with each of our NEOs and certain other members of senior management to help ensure the retention of those executive officers critical to the future success of the Company. In general, each employment agreement provides for the following terms: •Employment periods end on the first anniversary of the effective date of the employment agreement and automatically extend for an additional year on each anniversary of the effective date unless written notice of termination is given no later than 30 days prior to the end of the employment period (including any extension thereof) by either the Company or the NEO. •NEOs are entitled to a base salary, which may be increased at the discretion of the Board or the Committee and isare eligible to participate in the Bonus Plan pursuant to target bonus opportunities and pre-established performance targets, as determined by the Board or Committee. •Our NEOs are entitled to reimbursement for all reasonable business expenses incurred in performing services under the NEO’s employment agreement in accordance with the Company’s expense reimbursement policy, including all travel expenses while away from home on business or at the request of and in the service of the Company. •The following restrictive covenants apply to each NEO: i.during employment and perpetually upon termination, confidentiality and assignment of all rights of any intellectual property created during employment to the Company;Company and, during employment and in perpetually thereafter, confidentiality covenant; and ii.during employment and for up to 24 months (or 18 months for Ms. Rutherford)Mr. Maini) following termination, a non-compete, non-solicitation and no hire of team members, and non-solicitation of customers. •Severance payments following termination of employment under certain circumstances, subject to execution of a release of claims and compliance with certain restrictive covenants, described under the heading “Potential Payments upon Termination of Employment or Change of Control.”
Academy Sports and Outdoors, Inc.55 Specific Provisions for Mr. Hicks: •Any time-vesting component of suchan annual equity award will provide for ratable monthly vesting over the applicable vesting period for such awards (subject, for any portion of the award that has both time-based and performance-based vesting, to any modifications imposed by the applicable performance vesting conditions, such as no vesting occurring prior to the date on which it is determined that the applicable performance conditions have been achieved); however if his service is terminated by the Company without Cause or due to his resignation for Good Reason (as such terms are defined in Mr. Hicks’ employment agreement) at any time prior to the sixth monthlymonth anniversary of the grant date, then 6/48th48th of the annual equity award will be vested and exercisable on the date of such termination. •Reimbursement for entertainment and travel expenses incurred in performing services under his Employment Agreement and in accordance with the Company’s expense reimbursement policy, including all travel expenses while away from the Katy, Texas area on business or at the request of and in the service of the Company. •Reimbursement or payment directly by the Company for reasonable monthly rent and utilities costs (including electric, gas, water, alarm, cable, housekeeping and internet but excluding meals and laundry) for a furnished rental apartment in the Katy, Texas area. •Use of a Company-owned vehicle when in Katy, Texas with satellite radio and all maintenance and insurance costs with respect to such vehicle. •Reimbursement or payment directly by the Company on a monthly basis for reasonable and necessary expenses incurred by Mr. Hicks in connection with periodic travel from work in Katy, Texas to his residence in California (including jet card payments for private air travel, cost of meals on the flights and transportation to and from airports). •Receipt from the Company on a monthly basis of an additional payment in an amount sufficient to indemnify him on a net after-tax basis for any income tax associated with the provision of these perquisites. Specific Provisions for Mr. Lawrence: •Agreement has no specified employment term and may be terminated by either the Company or Mr. Lawrence with a written notice of termination. | | | | | | | | | Academy Sports and Outdoors, Inc. | 47 | 2021 Proxy Statement |
| | | Severance and Change of Control Arrangements |
Each NEO is entitled to receive severance benefits under the terms of his or her employment agreement upon either termination by us without Cause (as defined below) or a resignation by the NEO for Good Reason (as defined below). We provide these severance benefits in order to provide an overall compensation package that is competitive with that offered by the companies with whomwhich we compete for executive talent. Severance benefits help us retain our NEOs and allow our NEOs to focus on our business objectives without concern for their employment security in the event of a termination. In addition, we have approved accelerated vesting provisions for Options and RSUs granted to NEOs in connection with a Change of Control (as defined in the 2011 Equity Plan or the 2020 Equity Plan, as applicable to the award), and limited acceleration in the cases of termination due to death or disability in the absence of a Change of Control. Please see “— Potential Payments Upon Termination of Employment or Change of Control” for additional information regarding accelerated vesting in connection with a Change of Control.
Payments and Benefits •Any severance payments and benefits are subject to timely execution, without revocation, of an effective release of claims in favor of the Company and its affiliates. •Our NEOs are not entitled to any severance payments or benefits if terminated for Cause or if any resignsthey resign without Good Reason. Death or Disability If employment is terminated due to death or disability, the Company will pay to the executive or the designated beneficiary or legal representative (if applicable): •Pro rata portion of the annual bonus under the Bonus Plan for the fiscal year in which the termination date occurs with the amount paid based solely on the Company’s financial performance metrics. •Termination due to death or disability triggers limited accelerated vesting of outstanding Time Options and Performance Options (i.e., through the next vesting datedate).
56Academy Sports and in the case of performance awards, solely to the extent earned).Outdoors, Inc. Without Cause or for Good Reason If the Company terminates employment without Cause or the NEO resigns for Good Reason, the Company will pay the following benefits: i.NEOs receive a cash severance payment equal to the product of their severance multiple multiplied by the sum of their current base salary and the average annual bonus paid to (or earned by, to the extent not yet paid as of the termination date) for the two fiscal years immediately preceding the fiscal year in which the termination date occurs. Severance is paid ratably in equal monthly installments following the termination date in accordance with the Company’s normal payroll cycle and procedures or to NEO’s estate or beneficiaries in a lump sum payment within 30 days following the date of death.procedures. | | | | | | | | | | NEO | Severance Multiple | # of Monthly Installments | Mr.Ken C. Hicks | 2.0x | 24 | Mr.Michael P. Mullican | 2.0x | 24 | | Steve P. Lawrence | 2.0x | 24 | Mr. Mullican | 2.0x | 24 | Mr.Sam J. Johnson | 2.0x | 24 | Ms. RutherfordManish Maini | 1.5x | 18 |
ii.All NEOs receive a pro rata portion of the annual bonus earned under the Bonus Plan for the fiscal year immediately preceding the fiscal year in which termination occurs (in lieu of the annual bonus that would have otherwise been due under the Bonus Plan for the performance period in which the termination date occurs). This is paid in equal installments ratably over 12 months following the termination date in accordance with the Company’s normal payroll cycle and procedures. iii.NEOs receive an amount equal to 24 months (or 18 months for Ms. Rutherford)Mr. Maini) of basic life insurance premiums at the rates in effect immediately prior to the termination date and paid in a lump sum in cash on the first payroll date following the effective date of the release. iv.NEOs (other than Mr. Hicks) and covered dependents receive medical insurance benefits (no less favorable than those provided to active NEOs and contingent on electing continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA) during the 24 month period (or 18 month period for | | | | | | | | | Academy Sports and Outdoors, Inc. | 48 | 2021 Proxy Statement |
Ms. Rutherford) Mr. Maini) following the termination date at a price equal to the COBRA rate while eligible for COBRA and thereafter at the cost of coverage. The Company will pay to the NEO each month during the 24 month period (or 18 month period for Ms. Rutherford)Mr. Maini) an amount equal to the excess, if any, of the monthly premium under the Company’s benefit plans under which such medical insurance benefits are provided, over the amount of the NEO’s portion of such premiums as if the NEO was an active employee. Payments provided under this benefit will cease at such time the NEO commences to receive medical insurance benefits from a subsequent employer.
| | | Potential Payments Upon Termination of Employment or Change of Control |
Equity Award Accelerated VestingEach NEO is entitled to potential payments and benefits, including full acceleration of timeWe have approved accelerated vesting and Earned performanceprovisions for Options and Earned RSUs (and ifin connection with a termination of employment within the 24-month period following a Change of Control (as defined in the 2011 Equity Plan or the 2020 Equity Plan, as applicable to the award), and generally limited acceleration in the cases of termination due to death or disability in the absence of a Change of Control. Each NEO is entitled to a limited vesting acceleration, when the termination is due to death or disability, of outstanding unvested Options through the next vesting date immediately following the termination. Options and RSUs granted in 2021 provide for full accelerated vesting in connection with a termination without “Cause” or resignation for “Good Reason” (each as defined in the applicable award agreements) that occur within the 24-month period following a Change of Control (please see “— Potential Payments Upon Termination of Employment or Change of Control” for additional information regarding accelerated vesting in connection with a Change of Control). If the Change of Control occurs in the first year of a performance period, all performance awards are deemed to be earned), in connection with a terminationearned; otherwise only Earned RSUs will have accelerated vesting and unearned Performance RSUs will be forfeited.
Academy Sports and Outdoors, Inc.57 Potential Payments Upon Termination of employmentEmployment or a Change of Control. Control The information below describes and estimates potential payments and benefits to which the NEOs would be entitled under existing arrangements if a qualifying termination of employment or Change of Control occurred on January 30, 2021,29, 2022, the last business day of our 20202021 fiscal year, whenand based on the closing price of our stock was $21.50.of $37.66 on the last trading day of our 2021 fiscal year. These benefits are in addition to benefits available generally to salaried team members. Note thatThe amounts actually paid or distributed in connection with a termination of employment or a Change of Control may differ from the estimates below. | | | | | | | | | | | | | | | | | | | | Termination Event | | | NEO | Payment Type | Death or Disability
($) | Without Cause or Resignation for Good Reason
($) | Without Cause or Resignation for Good Reason Following Change of Control ($)(1) | | | | | | | | | Ken C. Hicks | Cash Severance (Salary and Bonus) | — | 9,018,667 | 9,018,667 | | | Pro Rata Bonus | 3,465,000 | 4,950,000 | 4,950,000 | | | COBRA Insurance | — | — | — | | | Life Insurance | — | 339 | 339 | | | Accelerated Vesting: Options | 63,903 | — | 2,492,203 | | | Accelerated Vesting: Performance Restricted Units | — | — | 2,302,269 | | | Total | 3,528,903 | 13,969,006 | 18,763,478 | | | Michael P. Mullican | Cash Severance (Salary and Bonus) | — | 2,867,765 | 2,867,765 | | | Pro Rata Bonus | 1,458,000 | 1,012,412 | 1,012,412 | | | COBRA Insurance | — | 33,047 | 33,047 | | | Life Insurance | — | 521 | 521 | | | Accelerated Vesting: Options | 151,621 | — | 606,515 | | | Accelerated Vesting: Time Restricted Units | — | — | 823,323 | | | Accelerated Vesting: Performance Restricted Units | — | — | 460,431 | | | Total | 1,609,621 | 3,913,745 | 5,804,014 | | | Steve P. Lawrence | Cash Severance (Salary and Bonus) | — | 4,107,740 | 4,107,740 | | | Pro Rata Bonus | 1,624,320 | 1,745,077 | 1,745,077 | | | COBRA Insurance | — | 33,047 | 33,047 | | | Life Insurance | — | 521 | 521 | | | Accelerated Vesting: Options | 151,621 | — | 606,515 | | | Accelerated Vesting: Time Restricted Units | — | — | 823,323 | | | Accelerated Vesting: Performance Restricted Units | — | — | 460,431 | | | Total | 1,775,941 | 5,886,385 | 7,776,654 | |
| | | | | | | | | Academy Sports and Outdoors, Inc. | 49 | 2021 Proxy Statement |
58Academy Sports and Outdoors, Inc.
Potential Payments upon | | | | | | | | | | | | | | | | | | | | Termination Event | | | NEO | Payment Type | Death or Disability
($) | Without Cause or Resignation for Good Reason
($) | Without Cause or Resignation for Good Reason Following Change of Control ($)(1) | | | Sam J. Johnson | Cash Severance (Salary and Bonus) | — | 2,628,558 | 2,628,558 | | | Pro Rata Bonus | 1,247,400 | 993,049 | 993,049 | | | COBRA Insurance | — | 33,047 | 33,047 | | | Life Insurance | — | 521 | 521 | | | Accelerated Vesting: Options | 136,459 | — | 545,856 | | | Accelerated Vesting: Time Restricted Units | — | — | 823,323 | | | Accelerated Vesting: Performance Restricted Units | — | — | 414,411 | | | Total | 1,383,859 | 3,655,175 | 5,438,765 | | | Manish Maini | Cash Severance (Salary and Bonus) | — | 1,629,157 | 1,629,157 | | | Pro Rata Bonus | 742,500 | 709,421 | 709,421 | | | COBRA Insurance | — | 24,785 | 24,785 | | | Life Insurance | — | 390 | 390 | | | Accelerated Vesting: Options | 90,972 | — | 363,900 | | | Accelerated Vesting: Time Restricted Units | — | — | 617,511 | | | Accelerated Vesting: Performance Restricted Units | — | — | 276,274 | | | Total | 833,472 | 2,363,753 | 3,621,438 | |
1.Termination ormust occur within 24-months of a Change of Control to receive applicable equity award vesting acceleration. | | | | | | | | | | | | | | | | | Termination Event | | | NEO | Payment Type | Death or Disability
($) | Without Cause or Resignation for Good Reason
($) | Change of Control
($) | | Mr. Hicks | Cash Severance (Salary and Bonus) | — | 4,068,668 | — | | Pro Rata Bonus | 4,455,000 | 1,868,668 | — | | COBRA Insurance | — | — | — | | Life Insurance | — | 239 | — | | Accelerated Vesting: Time Options | 61,768 | — | 1,731,875 | | Accelerated Vesting: Performance Options | 11,147 | — | 278,767 | | Accelerated Vesting: Restricted Units | — | — | 7,374,715 | | TOTAL | 4,527,915 | 5,937,575 | 9,385,357 | | Mr. Lawrence | Cash Severance (Salary and Bonus) | — | 2,318,663 | — | | Pro Rata Bonus | 1,570,569 | 858,663 | — | | COBRA Insurance | — | 23,253 | — | | Life Insurance | — | 366 | — | | Accelerated Vesting: Time Options | 233,474 | — | 773,000 | | Accelerated Vesting: Performance Options | 41,811 | — | 125,439 | | Accelerated Vesting: Restricted Units | — | — | 3,605,034 | | TOTAL | 1,845,854 | 3,200,945 | 4,503,473 | | Mr. Mullican | Cash Severance (Salary and Bonus) | — | 1,738,261 | — | | Pro Rata Bonus | 911,171 | 505,353 | — | | COBRA Insurance | — | 23,253 | — | | Life Insurance | — | 366 | — | | Accelerated Vesting: Time Options | 195,433 | — | 512,160 | | Accelerated Vesting: Performance Options | 37,363 | — | 90,888 | | Accelerated Vesting: Restricted Units | — | — | 4,018,049 | | TOTAL | 1,143,967 | 2,267,233 | 4,621,097 | | Mr. Johnson | Cash Severance (Salary and Bonus) | — | 1,622,793 | — | | Pro Rata Bonus | 893,745 | 480,509 | — | | COBRA Insurance | — | 23,253 | — | | Life Insurance | — | 366 | — | | Accelerated Vesting: Time Options | 169,632 | — | 463,154 | | Accelerated Vesting: Performance Options | 31,361 | — | 78,196 | | Accelerated Vesting: Restricted Units | — | — | 3,535,138 | | TOTAL | 1,094,738 | 2,126,921 | 4,076,488 | | Ms. Rutherford | Cash Severance (Salary and Bonus) | — | 881,421 | — | | Pro Rata Bonus | 470,163 | 259,380 | — | | COBRA Insurance | — | 15,371 | — | | Life Insurance | — | 275 | — | | Accelerated Vesting: Time Options | 66,782 | — | 197,981 | | Accelerated Vesting: Performance Options | 11,709 | — | 35,126 | | Accelerated Vesting: Restricted Units | — | — | 2,041,898 | | TOTAL | 548,654 | 1,156,447 | 2,275,005 |
The acceleration value of Options and RSUs in the table above were calculated using the Market Value Per Share.
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Academy Sports and Outdoors, Inc.59
Definitions TerminateTermination for Cause:
The following reasons qualify as “Cause”: i.NEO commits gross negligence or willful misconduct, an act of fraud, embezzlement, theft or other criminal act in connection with his duties or in the course of his employment with the Company; ii.NEO commits an act leading to a conviction of a felony or a misdemeanor involving moral turpitude; iii.NEO commits a material breach of any provision of his employment agreement; or iv.NEO fails to perform any and all covenants contained in his employment agreement (including fiduciary duties and other employment obligations) for any reason other than death, disability. pursuantPursuant to the terms of their employment agreement, NEOs will have 30 days after receiving notice of a termination for Cause to cure or remedy any breach pursuant to items (iii) or (iv) above.
TerminateTermination for Good Reason:
The following reasons qualify as “Good Reason” if they occur without the applicable NEO’s prior written consent: i.NEO (other than Messrs. Lawrence, and Johnson, and Ms. Rutherford)Maini) is assigned any position, authority, duties or responsibilities that are materially inconsistent with current position, authority, duties, or other responsibilities as contemplated by applicable employment agreement, or, with respect to Mr.Messrs. Johnson and Maini, a material diminution of his position, authority, duties or other responsibilities as contemplated by his employment agreement; ii.Reduction to base salary and annual target bonus opportunity in the aggregate; iii.Material breach by the Company of any provision of the applicable employment agreement; iv.Relocation of the principal place of employment to a location more than 35 miles (Mr. Mullican) or 50 miles (other NEOs, excluding Mr. Hicks) from the principal place of employment provided in the employment agreement if a move to such other location materially increases NEO’s commute. •The Company will have 30 days after receiving notice of a termination for Good Reason to cure or remedy any breach of the employment agreement by the Company.
•NEO will not be treated as having terminated employment for a Good Reason event if NEO incurs a separation from service more than one (1) year for Messrs. Hicks and Mullican, and six (6) months for all other NEOs following the initial existence of the Good Reason condition, or if NEO has not given the Company written notice of the Good Reason condition within 90 days after the initial existence of the Good Reason condition, or NEO waives, in writing, right to claim Good Reason because of the event.
•In the event Messrs. Mullican, and Johnson, or Ms. RutherfordMaini elects not to extend the employment agreement, such non-renewal will be deemed a termination by the NEO without Good Reason, and in the event the Company elects not to extend the employment period, such non-renewal will be deemed a termination by the Company of his employment without Cause.
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60Academy Sports and Outdoors, Inc.
| | | | Stock Ownership Guidelines |
The Board has adopted Stock Ownership Guidelines applicable to the non-employee directors, the Chief Executive Officer, and the other covered executives.executives and other officers. The guidelines are as follows: | | | | | | | | | | | | | | | | Covered Position | | Multiple of Pay | | Applicable Pay | | Non-Employee Directors | | 3.0x | | Annual cash retainer (does not include committee fees) | | Chief Executive Officer | | 5.0x | | Annual base salary | | Executive Vice Presidents | | 3.0x | | Annual base salary | Senior Vice Presidents – executive officer | team | 2.0x | | Annual base salary | Senior Vice Presidents – non-executive officer | team | 1.0x | | Annual base salary | | Vice Presidents | | 0.5x | | Annual base salary |
The guidelines allow covered directors and executives up to five years to comply with the guidelines. The following holdings are counted as eligible securities: •shares of common stock owned outright by the individual, or jointly with or separately by the individual’s spouse; •shares of common stock held in trust for the benefit of the individual, •shares of common stock held in the Company’s 401(k) plan;Plan; •“in the money” vested stock options;Options; •performance-based restricted stock and restricted stock units that have met the performance criteria but have not yet vested and/or settled; and •time-based restricted stock and restricted stock units. Covered directors and executives who do not achieve the required levels of ownership within the prescribed amount of time will be required to retain 100% of any Company equity acquired (net of taxes) until the next compliance date on which their ownership of eligible securities meets applicable required guidelines. All of the covered directors and executives have achieved the required levels of ownership or are still within the prescribed amount of time for achieving such level of ownership. CEO Pay Ratio Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our median team member’s annual compensation to the annual compensation of our CEO. The SEC’s rules for identifying the median compensated team member and calculating the pay ratio based on that team member’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The following information is a reasonable good faith estimate calculated in a manner consistent with the SEC pay ratio rules and methods for disclosure.
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Academy Sports and Outdoors, Inc.61 Methodology to Identify Our Median Team Member We identified our median compensated team member as follows: •We considered all of our active team members as of January 29, 2022, including any full-time, part-time, temporary or seasonal team members but excluding our CEO. •We used gross wages from our payroll records as reported for calendar year 2021. We converted any earnings paid in local (non-U.S.) currency to U.S. dollars using the published exchange rate as of January 29, 2022. We annualized gross wages for any team member who did not work for the entire year unless designated as a temporary, seasonal or other non-permanent team member as of January 29, 2022. •Our median team member was a part-time team member working in our stores division and employed the full fiscal year. Calculating the Ratio After identifying the median team member, we calculated this team member’s total annual compensation in the same manner as the Chief Executive Officer’s compensation, which is described in the Summary Compensation Table (please see “— Summary Compensation Table” for additional information). The annual total compensation of our median team member was $19,284 for 2021. Mr. Hicks’s 2021 annual compensation was $11,484,293. Thus our CEO pay ratio based on fiscal year 2021 compensation is approximately 596:1.
62Academy Sports and Outdoors, Inc.
Ownership of Securities Beneficial Ownership of Company Common Stock The following table and accompanying footnotes set forth information with respect to the beneficial ownership of our common stock, par value $0.01 per share, as of April 11, 2022 (unless otherwise noted below) by (1) each individual or entity known by us to beneficially own more than 5% of our outstanding common stock, (2) each of our named executive officers, (3) each of our directors and director nominees, and (4) all of our directors and our executive officers as a group. As of the close of business on April 11, 2022, there were 85,484,092 shares of our common stock outstanding. The number of shares beneficially owned by each entity or individual is determined under the SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting or investment power and also any shares that the entity or individual has the right to acquire as of June 10, 2022 (60 days after April 11, 2022) through the exercise of any stock options, through the vesting/settlement of restricted stock units payable in shares, or upon the exercise of other rights. Beneficial ownership excludes options or other rights vesting after June 10, 2022 and any restricted stock units vesting/settling, as applicable, on or before June 10, 2022 that may be payable in cash or shares at Academy’s election. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the following table have sole voting and investment power with respect to all shares of common stock, and unless otherwise indicated, the address of each beneficial owner listed below is c/o Academy Sports and Outdoors, Inc., 1800 North Mason Road, Katy, Texas 77449.
Academy Sports and Outdoors, Inc.63
OWNERSHIP OF SECURITIES
| | | Beneficial Ownership of Company Common Stock | | The following table and accompanying footnotes set forth information with respect to the beneficial ownership of our common stock, par value $0.01 per share, as of April 12, 2021 (unless otherwise noted) by (1) each individual or entity known by us to beneficially own more than 5% of our outstanding common stock, (2) each of our named executive officers, (3) each of our directors, and (4) all of our directors and our executive officers as a group. As of the close of business on April 12, 2021, there were 93,800,559 shares of our common stock outstanding. | | Beneficial ownership is determined in accordance with the rules of the SEC. Pursuant to the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes shares issuable pursuant to exchange or conversion rights that are exercisable within 60 days of the date of April 12, 2021. | | To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the following table have sole voting and investment power with respect to all shares of common stock, and unless otherwise indicated, the address of each beneficial owner listed below is c/o Academy Sports and Outdoors, Inc., 1800 North Mason Road, Katy, Texas 77449. |
| | | | | | | | | | Beneficial Ownership
of Our Securities | | Name of Beneficial Owner | Number | Percentage of Total Common Stock | | 5% Owners: | | | KKR Stockholders(1) | 41,845,602 | | 44.6 | % | | | | Named Executive Officers(2): | | | | Ken C. Hicks | 649,102 | * | | Michael P. Mullican | 157,401 | * | | Steve P. Lawrence | 119,674 | * | | Sam J. Johnson | 129,433 | * | | Jamey T. Rutherford | 42,463 | * | | Directors: | | | | Wendy A. Beck | 3,741 | * | | Brian T. Marley | 35,801 | * | | Tom M. Nealon | 1,340 | * | Vishal V. Patel(1) | — | — | | Allen I. Questrom | 5,178 | * | | Bill S. Simon | 39,983 | * | Nate H. Taylor(1) | — | — | | Jeff C. Tweedy | 5,178 | | * | Aileen X. Yan(1) | — | — | Directors and executive officers as a group(2) (18 persons) | 1,743,073 | 1.83 | % |
| | | | | | | | | | | | | Beneficial Ownership of Our Securities | | | | | | | Name of Beneficial Owner | Number | Percentage of Total Common Stock | | | | | | | 5% Owners: | | | | FMR LLC(1) | 14,024,228 | 16.41% | | BlackRock, Inc.(2) | 13,562,648 | 15.87% | | The Vanguard Group(3) | 9,462,337 | 11.07% | | | Named Executive Officers: | | | | Ken C. Hicks(4) | 1,308,765 | 1.52% | | Michael P. Mullican(5) | 315,786 | * | | Steve P. Lawrence(6) | 128,521 | * | | Sam J. Johnson(7) | 259,183 | * | | Manish Maini(8) | 419,457 | * | | | Directors: | | | | Wendy A. Beck(9) | 7,468 | * | | Brian T. Marley(10) | 49,528 | * | | Tom M. Nealon(11) | 5,067 | * | | Allen I. Questrom(12) | 8,905 | * | | Beryl B. Raff(13) | 5,227 | * | | | Nate H. Taylor | — | — | | Chris L. Turner(14) | 1,334 | * | | Sharen J. Turney(15) | 2,870 | * | | Jeff C. Tweedy(16) | 8,905 | * | | Directors and executive officers as a group(17) (18 persons) | 3,063,577 | 3.51% | |
(*) Less than one percent.
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(1) KKR 2006 Allstar Blocker L.P. holds 7,543,5971 Based solely on the information disclosed in a Schedule 13G/A filed by FMR LLC, certain related entities and Abigail P. Johnson (the Chairman and Chief Executive Officer of FMR LLC) on February 9, 2022. The number of shares reported is as of December 31, 2021. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. FMR LLC reported sole power to vote or direct the vote over 2,509,347 shares of our common stock; (ii) Allstar Co-Invest Blocker L.P. holds 14,969,509shares of our common stock;stock and (iii) Allstar LLC holds 19,332,496sole power to dispose or direct the disposition over 14,024,228 shares of our common stock. EachAbigail P. Johnson reported sole power to vote or direct the vote over 0 shares of KKR 2006 Fund (Allstar) L.P. (asour common stock and sole power to dispose or direct the managing memberdisposition over 14,024,228 shares of Allstar LLC); KKR Associates 2006 AIV L.P. (as the general partner of KKR 2006 Fund (Allstar) L.P.); Allstar Co-Invest GP LLC (as the general partner of Allstar Co-Invest Blocker L.P.); KKR 2006 AIV GP LLC (as the general partner of each of KKR Associates 2006 AIV L.P. and KKR 2006 Allstar Blocker L.P. and as the sole member of Allstar Co-Invest GP LLC); KKR Group Partnership L.P. (as the sole member of KKR 2006 AIV GP LLC); KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.); KKR & Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.); KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.); and Messrs. Henry R. Kravis and George R. Roberts (as the founding partners of KKR Management LLP) may also be deemed to be the beneficial owners having shared voting power and shared investment power over the securities described in this footnote. The principal business address of each of the entities and persons identified in this footnote, except Mr. Roberts, is c/o Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards, New York, New York 10001.our common stock. The principal business address for Mr. RobertsFMR LLC, its related entities and Abigail P. Johnson is c/o Kohlberg Kravis Roberts & Co. L.P.245 Summer Street, Boston, Massachusetts 02210.
2 Based solely on the information disclosed in a Schedule 13G/A filed by BlackRock, Inc. and certain related entities on April 8, 2022. The number of shares reported is as of March 31, 2021. BlackRock, Inc. reported sole power to vote or direct the vote over 13,340,831 shares of our common stock and sole power to dispose or direct the disposition over 13,562,648 shares of our common stock. The principal business address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. 3 Based solely on the information disclosed in a Schedule 13G/A filed by The Vanguard Group on April 8, 2022. The number of shares reported is as of March 31, 2021. The Vanguard Group reported shared power to vote or direct the vote over 63,677 shares of our common stock, shared power to dispose or direct the disposition over 135,974 shares of our common stock and sole power to dispose or direct the disposition over 9,326,363 shares of our common stock. The principal business address for The Vanguard Group is 100 Vanguard Blvd., 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94025.Malvern, PA 19355. 4 Includes 841,759 shares subject to vested options, 11,978 shares subject to stock options that are scheduled to become exercisable by June 10, 2022 and 2,546 shares underlying restricted stock units that are scheduled to settle by June 10, 2022. 5 Includes 210,769 shares subject to vested stock options. 6 Includes 14,210 shares subject to vested stock options. 7 Includes 126,741 shares subject to vested stock options. 8 Includes 272,383 shares subject to vested stock options. 9 Includes 3,727 shares underlying restricted stock units that are scheduled to settle by June 10, 2022.
64Academy Sports and Outdoors, Inc. (2)10 Includes 3,727 shares underlying restricted stock units that are scheduled to settle by June 10, 2022.
11 Includes 3,727 shares underlying restricted stock units that are scheduled to settle by June 10, 2022. 12 Includes 3,727 shares underlying restricted stock units that are scheduled to settle by June 10, 2022. 13 Includes 3,727 shares underlying restricted stock units that are scheduled to settle by June 10, 2022. 14 Includes 1,334 shares underlying restricted stock units that are scheduled to settle by June 10, 2022. 15 Includes 2,870 shares underlying restricted stock units that are scheduled to settle by June 10, 2022. 16 Includes 3,727 shares underlying restricted stock units that are scheduled to settle by June 10, 2022. 17 The number of shares reported includes shares covered by (i)subject to vested stock options, options that are or willscheduled to become exercisable by June 10, 2022 and (ii)shares underlying restricted stock unit awardsunits that haveare scheduled to settle by June 10, 2022 as disclosed in footnotes 4 through 16 above as well as the following: (i) 92,978 shares subject to vested or will vest, in each case within 60 days of April 12, 2021, as follows: Mr. Hicks, 419,878; Mr. Mullican,116,118; Mr. Lawrence, 99,518; Mr. Johnson, 96,225; Ms. Rutherford, 28,685;stock options held by William (Bill) Ennis, (ii) 127,815 shares subject to vested stock options held by Rene Casares, (iii) 45,551 shares subject to vested stock options held by Sherry Harriman, and all directors and executive officers as a group 1,195,746.(iv) 72,023 shares subject to vested stock options held by Jamey Rutherford.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
| | | Section 16(a) of the Exchange Act, requires our directors, executive officers, and persons who beneficially own more than 10% of our common stock to file reports of holdings and transactions in our common stock with the SEC. Based solely on a review of the copies of reports furnished to the Company and written representations from our executive officers and directors that no other reports were required to be filed, the Company believes that during 2020 all reports required by Section 16(a) were timely filed. |
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Academy Sports and Outdoors, Inc.65
TRANSACTIONS WITH RELATED PERSONSTransactions with Related Persons
| | | Related PersonRelated Persons Transaction Policy | | Our Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board adopted a written statement of policy regarding transactions with related persons, which we refer to as our “related person policy,” that is in conformity with the requirements upon issuers having publicly held common stock that is listed on Nasdaq.
Our related person policy requires that a “related person” (as defined as in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our General Counsel, or such other person designated by the Board, any “related person transaction” (defined as any transaction that we anticipate would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. Our General Counsel, or such other person, will then promptly communicate that information to our Board. No related person transaction will be executed without the approval or ratification of our Board or a duly authorized committee of our Board. The Board has authorized the Audit Committee to approve or ratify related person transactions. It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest.
| | Certain Related Person Transactions |
Stockholders Agreement
In connectionThe Board recognizes the fact that transactions with related persons (as defined in paragraph (a) of Item 404 of Regulation S-K) present a heightened risk of conflicts of interests (or the perception thereof). If such transactions are entered into, they may require disclosure in the Company’s financial statements and filings with the IPO,SEC. The Board adopted a written policy regarding transactions with related persons (our “Related Party Transaction Policy”) that is administered by our Audit Committee.
Our Related Party Transaction Policy requires that the Board or the Audit Committee approve each Related Party Transaction (defined under our policy as any transaction that we anticipate would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. It is our policy that directors interested in a Related Party Transaction will recuse themselves from any discussion or vote on a Related Party Transaction in which they have an interest. The Board or the Audit Committee will not approve or ratify a Related Party Transaction unless it determines in good faith that, upon consideration of all relevant information, the Related Party Transaction is in, or not inconsistent with, the best interests of the Company. A Related Party Transaction entered into without pre-approval of the Board or the Audit Committee does not violate our Related Party Transaction Policy, so long as the transaction is subsequently timely approved or ratified by the Board or the Audit Committee. Transactions that are determined to be Related Party Transactions are disclosed in the Company’s proxy statement for the relevant year. To help identify Related Party Transactions, each director and executive officer completes a stockholders’ agreementquestionnaire that requires the disclosure of any transaction that the person, or any member of his or her immediate family, has or will have with investment entities owned by investment fundsthe Company. Our General Counsel also conducts a review that includes a review of the Company’s accounts payable and other entities affiliatedreceivable to determine if a Related Party engaged in transactions during the fiscal year. Certain Related Person Transactions Secondary Offerings with Kohlberg Kravis Roberts & Co. L.P. (“KKR”), or the “KKR Stockholders.” The stockholders’ agreement grants theand KKR Stockholders the right to nominate to our board of directors a number of designees equal to: (i) at least a majority of the total number of directors comprising our board of directors at such time as long as the KKR Stockholders and their affiliates collectively beneficially own at least 50% of the outstanding shares of our common stock; (ii) at least 40% of the total number of directors comprising our board of directors at such time as long as the KKR Stockholders and their affiliates collectively beneficially own at least 40% but less than 50% of the outstanding shares of our common stock; (iii) at least 30% of the total number of directors comprising our board of directors at such time as long as the KKR Stockholders and their affiliates collectively beneficially own at least 30% but less than 40% of the outstanding shares of our common stock; (iv) at least 20% of the total number of directors comprising our board of directors at such time as long as the KKR Stockholders and their affiliates collectively beneficially own at least 20% but less 30% of the outstanding shares of our common stock; and (v) at least 10% of the total number of directors comprising our board of directors at such time as long as the KKR Stockholders and their affiliates collectively beneficially own at least 5% but less than 20% of the outstanding shares of our common stock. For purposes of calculating the number of directors that the KKR Stockholders are entitled to nominate pursuant to the formula outlined above, any fractional amounts are rounded up to the nearest whole number and the calculation is made on a pro forma basis, taking into account any increase in the size of our board of directors (e.g., one and one quarter (1 1/4) directors shall equate to two directors). In addition, in the event a vacancy on the board of directors is created by the death, disability, retirement or resignation of a KKR Stockholders director designee, the KKR Stockholders shall, to the fullest extent permitted by law, have the right to have the vacancy filled by a new KKR Stockholders director-designee. In addition, the stockholders’ agreement grants the KKR Stockholders with special governance rights, for as long as the KKR Stockholders and their affiliates collectively maintain ownership of at least 25% of our outstanding common stock, including rights of approval over certain corporate and other transactions such as mergers or other transactions involving a change in control and certain rights regarding the appointment of our chief executive officer.
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Registration Rights AgreementCapital Markets LLC
In connection with the IPO,secondary offerings we amendedcompleted on February 1, 2021, May 10, 2021 (the “May 2021 Offering”), and restated the registration rights agreement among New Academy Holding Company, LLC, Allstar LLC, Allstar Managers, LLC and the Gochman Investors to add Academy Sports and Outdoors, Inc. and other KKR Stockholders as parties and, under certain circumstances and subject to certain restrictions, to require Academy Sports and Outdoors, Inc. to file registration statements under the Securities Act covering resales of our common stock held by them and other stockholders party to the registration rights agreement or to piggyback on such registration statements in certain circumstances. Subject to certain conditions, the registration rights agreement provides KKR Stockholders with an unlimited number of “demand” registrations, and provides the Gochman Investors with three “demand” registrations following the IPO. Under the registration rights agreement, all holders of registrable securities party thereto are provided with customary “piggyback” registration rights following the IPO, with certain exceptions. The registration rights agreement also provides that we will pay certain expenses of these holders relating to such registrations and indemnify them against certain liabilities which may arise under the Securities Act. Monitoring Agreement
On August 3, 2011, or the Effective Date, we entered into a monitoring agreement, or the Monitoring Agreement, with KKR, pursuant to which KKR provided advisory, consulting and financial services to us. In accordance with the terms of the Monitoring Agreement, we paid an aggregate annual advisory fee which increased by 5.0% annually on each anniversary of the Effective Date. KKR could also charge us a customary fee for services rendered in connection with securing, structuring and negotiating equity and debt financings by us. Additionally, we were required to reimburse KKR for any out-of-pocket expenses in connection with these services.
Upon the completion of the IPO in the third quarter 2020, the Monitoring Agreement terminated automatically and we paid a final termination fee of $12.3 million. The termination fee was equal to the net present value of the advisory fees that would have been paid from the termination date through the twelfth anniversary of the Effective Date of the Monitoring Agreement. Pursuant to a separate agreement, the Adviser shared $1.6 million of such termination fee with the Gochman Investors. Upon the completion of the IPO, in the third quarter of 2020 the Monitoring Agreement terminated and we recognized the final termination fee of $12.3 million. The termination fee is equal to the net present value of the advisory fees that would have been paid from the termination date through the twelfth anniversary of the Effective Date of the Monitoring Agreement. We recognized advisory fees related to the Monitoring Agreement, including reimbursement of expenses, of approximately $14.8 million, $3.6 million and $3.5 million in 2020, 2019 and 2018, respectively. These expenses are included in selling, general and administrative expenses in the statements of income.
Investment in Allstar Managers, LLC
For 2019 and 2018, executives and directors of the Company made cash purchases of contingently redeemable membership units, or Redeemable Membership Units, in Allstar Managers, LLC, which was 100% owned by certain current and former executives and directors of the Company and was formed to facilitate the purchase of the Redeemable Membership Units in the Company and which in turn also owned Membership Units in New Academy Holding Company, LLC on a one-for-one basis. Allstar Managers, LLC was dissolved and its assets were distributed to its members on December 23, 2020. The cash purchases were for approximately $0.1 million, $1.3 million, for 2019 and 2018, respectively. There were no investments in Allstar Managers, LLC in 2020. The cash consideration paid for the Redeemable Membership Units was subsequently contributed to New Academy Holding Company, LLC by Allstar Managers, LLC in exchange for a number of New Academy Holding Company, LLC Membership Units equal to the number of Redeemable Membership Units purchased.
In 2020, Allstar Managers, LLC repurchased at fair market value approximately $37,000 of Redeemable Membership Units from a director of the Company for cash. During 2019, Allstar Managers, LLC repurchased at fair market value approximately $0.5 million of Redeemable Membership Units from a director and an executive of the Company for cash. New Academy Holding Company, LLC concurrently repurchased from Allstar Managers, LLC for cash, at fair market value, a number of its membership units
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equal to the number of Redeemable Membership Units repurchased from the director and executive of the Company. In connection with the Reorganization Transactions, Allstar Managers, LLC contributed the membership units of New Academy Holding Company, LLC it held to Academy Sports and Outdoors, Inc. in exchange for shares of our common stock at a contribution ratio of 3.15 units of New Academy Holding Company, LLC for 1 share of the Company’s common stock and the outstanding Redeemable Membership Units in Allstar Managers, LLC were similarly adjusted on a one-for-one basis.
Relationship with KKR Capital Markets
KKR Capital Markets LLC acted as an underwriter for the IPO and received approximately $3.0 million in underwriting discounts and commissions (including in connection with the IPO Option Exercise). KKR Capital Markets LLC also acted as a book-running manager and an initial purchaser and as a joint lead arranger in connection with the Refinancing Transactions and received approximately $2.5 million in initial purchaser discounts and commissions and fees in connection with the Refinancing Transactions.
Note Receivable from Member
On April 10, 2019, the Company loaned $4.0 million with a note receivable issued to one of the Gochman Investors. The note receivable bore semi-annual compounding interest at 2.5% per annum with outstanding principal and interest due on April 10, 2022. On April 5, 2018, the Company loaned $4.1 million with a note receivable issued to one of the Gochman Investors. The note receivable bore semi-annual compounding interest at 2.1% per annum, with outstanding principal and interest due on April 5, 2021. All of the outstanding notes receivables owed by the Gochman Investors were offset against the Company’s special distribution on August 28, 2020 and are no longer outstanding.
Secondary Offering
On January 27,September 17, 2021 (the “September 2021 Offering”), the Company entered into an Underwriting Agreement, by and among ASO, Inc., Allstar LLC, Allstar Co-Invest Blocker L.P.,Agreements with affiliates of KKR, 2006 Allstar Blocker L.P., MSI 2011 LLC, MG Family Limited Partnership andas selling stockholders, the former managementseveral other selling stockholderstockholders named therein, or the Selling Stockholders, and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, orincluding KKR Capital Markets LLC (“KCM”), an affiliate of KKR, as underwriter. The Company did not pay KCM any fees, and the Underwriters, relating to an underwritten offering, or the Secondary Offering, of 12,000,000 shares of our common stock, pursuant to the Company’s Registration Statement on Form S-1, filed on January 25, 2021. The Selling Stockholders granted the Underwriters the option to purchase, within 30 days from the date of the Underwriting Agreement, an additional 1,800,000 shares of our common stock. On January 29, 2021, the Underwriters exercised in full their option to purchase the additional shares. The Secondary Offering was completed on February 1, 2021. Pursuant to the Underwriting Agreement, the Underwriters purchased the shares from the Selling Stockholders at a price of $20.69375 per share. The Company did not receive any proceeds, in connection with these secondary offerings. Upon completion of the September 2021 Offering, KKR no longer holds an ownership interest in the Company.
In connection with the September 2021 Offering and the May 2021 Offering, we repurchased from the Secondary Offering.
underwriters (i) 3,229,974 shares of ASO, Inc. common stock at $30.96 per share for approximately $100.0 million, and (ii) 4,500,000 shares of ASO, Inc. common stock at approximately $43.52 per share for approximately $195.8 million, respectively, representing the same prices granted to the underwriters, which were at a discount to the prevailing market price at the time of repurchase. The shares repurchased were immediately retired by the Company.
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Transactions with Directors and Officers
We have certain compensation and/or employment-related agreements with our directors (non-KKR directors) and executive officers which are described in the sections entitled “Compensation of Directors” and “Executive Compensation.”
We have entered into indemnification agreements with our directors and executive officers. These agreements and our Bylaws require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The indemnification provided under the indemnification agreements is not exclusive of any other indemnity rights. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors and executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.
There is currently no pending material litigation or proceeding involving any of our directors or executive officers for which indemnification is sought.
PHILANTHROPY AND CORPORATE SOCIAL RESPONSIBILITY
| | | At Academy, we are motivated by our Vision to be the BEST sports + outdoors retailer in the country. As one of the nation’s largest sports and outdoors retailers, we focus our efforts on providing people with the gear and confidence to be active, have fun, and enjoy life together.
We maximize our impact by supporting and forming partnerships with numerous non-profit and community-based organizations throughout our footprint. Our efforts are organized into three priority areas:
(1) Empowering Safety: We encourage safety so that everyone can feel confident and comfortable doing what they love. We help people properly gear up for sports and outdoor activities, and we promote ways to be smart and stay safe.
(2) Encouraging Fun: We make it possible for people to enjoy more sports and outdoors activities because we believe being active is an essential part of life. Starting with our assortment, we motivate people to try new things and give them opportunities to enjoy a variety of pursuits.
(3) Connecting: We create ways for members of the community to connect and have fun with each other. We build connections within the community by supporting events, programs, and organizations that make a positive impact. In addition to our philanthropic efforts, we understand the importance of acting responsibly as a business, employer, and corporate citizen.
| Engaging in corporate social responsibility is important to us and our stakeholders. We are focused on a commitment to balancing the social, economic, employee, and environmental aspects of our business – and to developing appropriate disclosures to highlight our current achievements in these areas and our aspirations for the future. It also supports our Mission to provide FUN FOR ALL through our assortment, value, and experience.
Information on our philanthropic and corporate social responsibility efforts is available on our website at corporate.academy.com.
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66Academy Sports and Outdoors, Inc.
STOCKHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETINGStockholder Proposals
for the 2023 Annual Meeting
If any stockholder wishes to propose a matter for consideration atinclusion in our 2022proxy materials for our 2023 Annual Meeting of Stockholders (the “2022“2023 Annual Meeting”) under Rule 14a-8 under the Exchange Act (“Rule 14a-8”), the proposal should be mailed by certified mail return receipt requested, to our Corporate Secretary at Academy Sports and Outdoors, Inc., 1800 North Mason Road, Katy, Texas 77449. To be eligible under the SEC’s stockholder proposal rule (Rule 14a-8(e) of the Exchange Act) for inclusion in our proxy statement for the 20222023 Annual Meeting under Rule 14a-8, a proposal must be received by our Corporate Secretary on or before February 2, 2022. Failure to deliver a proposal in accordancethe close of business on December 23, 2022 and must comply with this procedure may result in it not being deemed timely received.the remaining Rule 14a-8 requirements. In addition, our Bylaws permit stockholders to nominate candidates for director and present other business for consideration at our annual meeting of stockholders. To make a director nomination or present other business for consideration at the 20222023 Annual Meeting, you must submit a timely notice in accordance with the procedures described in our Bylaws. To be timely, a stockholder’s notice must be delivered to our Corporate Secretary at the principal executive offices of our Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. Therefore, to be presented at our 20222023 Annual Meeting, such a proposal must be received on or after February 2, 2022,2023, but not later than March 5, 2022.4, 2023. In the event that the date of the 20222023 Annual Meeting is advanced by more than 30 days, or delayed by more than 70 days, from the anniversary date of this year’s Annual Meeting of Stockholders, to be timely notice by the stockholder, must be so delivered not earlier than the 120th day prior to the first anniversary of the 20212022 Annual Meeting and not later than the close of business on the later of the 90th day prior to the first anniversary of the 20212022 Annual Meeting or the tenth day following the day on which public announcement of the date of the 20222023 Annual Meeting is first made. Any such proposal will be considered timely only if it is otherwise in compliance with the requirements set forth in our Bylaws. Notwithstanding the foregoing, if the number of directors to be elected to the Board at the 20222023 Annual Meeting is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board at least 100 calendar days prior to the first anniversary of the 20212022 Annual Meeting (i.e. prior to February 23, 2022)22, 2023), then notice by a stockholder shall be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by our Corporate Secretary not later than the close of business on 10th calendar day following the day on which such public announcement is first made by the Company. Any such proposal will be considered timely only if it is otherwise in compliance with the requirements set forth in our Bylaws. In addition to satisfying the deadlines in the advance notice provisions of our Bylaws, a stockholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 to our Corporate Secretary no later than April 3, 2023.
HOUSEHOLDING OF PROXY MATERIALS
Academy Sports and Outdoors, Inc.67 As discussed above, Householding of Proxy Materials
SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy statements and related materials, by delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. broker, or the Company’s transfer agent, Broadridge Financial Solutions at (866) 540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. You can also request prompt delivery free of charge of a copy of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 30, 202129, 2022 by contacting our Corporate Secretary by mail at Academy Sports and Outdoors, Inc., 1800 North Mason Road, Katy, Texas 77449 or by telephone at (281) 646-5362.
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OTHER BUSINESSOther Business
The Board does not know of any other matters to be brought before the meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgment. | | | | | | | By Order of the Board of Directors | | /s/ Ken C. Hicks | | Ken C. Hicks
Chairman of the Board, President and Chief Executive Officer
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68Academy Sports and Outdoors, Inc.
Reconciliations of GAAP to Non-GAAP Financial Measures
APPENDIX A
| | | Non-GAAP Financial Measures |
ThisAdjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Pro Forma Adjusted Net Income, and Pro Forma Adjusted Earnings per Share (or “EPS”), as shown below, have been presented in this Proxy Statement, including the Compensation Discussion and Analysis section of this Proxy Statement, contain non-GAAPas supplemental measures of financial measures within the meaning of Regulation G promulgatedperformance that are not required by, the U.S. Securities and Exchange Commission. The Company uses certain non-GAAP financial measures to supplement the Company’s financial informationor presented in accordance with, GAAP and aid understanding of the Company’s business performance. Adjusted EBITDA,and Adjusted Free Cash Flow, as shown below, have been presented in this Proxy Statement as non-GAAP financial measures. Management uses these non-GAAP financial measures to supplement GAAP measures of performanceaccounting principles generally accepted in the evaluationUnited States of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation and to compare our performance against that of other peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone.America ("GAAP").
We define Adjusted EBITDA as net income (loss) before interest expense, net, income tax expense and depreciation, amortization and impairment, further adjusted to exclude consulting fees, private equity sponsor monitoring fees, equity compensation expense, gain(gain) loss on early extinguishmentretirement of debt, net, severance and executive transition costs, costs related to the COVID-19 pandemic, inventory write-down adjustmentspayroll taxes associated with strategic merchandising initiativethe 2021 Vesting Event and other adjustments. We define Adjusted EBIT as net income (loss) before interest expense, net, income tax expense, further adjusted to exclude consulting fees, private equity sponsor monitoring fees, equity compensation expense, (gain) loss on early retirement of debt, net, severance and executive transition costs, costs related to the COVID-19 pandemic, payroll taxes associated with the 2021 Vesting Event and other adjustments. We describe these adjustments reconciling net income (loss) to Adjusted EBITDA and to Adjusted EBIT in the applicable table below. We define Adjusted Free Cash FlowNet Income as net cash provided by (used in) operating activitiesincome (loss), plus consulting fees, private equity sponsor monitoring fees, equity compensation expense, (gain) loss on early retirement of debt, net, severance and executive transition costs, costs related to the COVID-19 pandemic, payroll taxes associated with the 2021 Vesting Event and other adjustments, less net cash used in investing activities.the tax effect of these adjustments. We define this adjustmentPro Forma Adjusted Net Income as Adjusted Net Income less the retrospective tax effect of Adjusted Net Income at our estimated effective tax rate of approximately 25% for periods prior to October 1, 2020, the effective date of our conversion to a C-Corporation. We define basic Pro Forma Adjusted Earnings per Share as Pro Forma Adjusted Net Income divided by the basic weighted average common shares outstanding during the period and diluted Pro Forma Adjusted Earnings per Share as Pro Forma Adjusted Net Income divided by the diluted weighted average common shares outstanding during the period. We describe these adjustments by reconciling net cash provided by operating activitiesincome (loss) to Adjusted Free Cash FlowNet Income, Pro Forma Adjusted Net Income and Pro Forma Adjusted Earnings per Share in the applicable table below. We believe Adjusted EBITDA, assistsAdjusted EBIT, Adjusted Net Income, Pro Forma Adjusted Net Income and Pro Forma Adjusted Earnings per Share assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Pro Forma Adjusted Net Income and Pro Forma Adjusted Earnings per Share is useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Management believes Adjusted Free Cash Flow is a useful measure of liquidity and an additional basis for assessing our ability to generate cash. Management uses Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Pro Forma Adjusted Net Income, and Pro Forma Adjusted Free Cash FlowEarnings per Share to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions and to compare our performance against that of other peer companies using similar measures. Management also uses Adjusted EBIT as a performance target to establish and award discretionary annual incentive compensation. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Pro Forma Adjusted Net Income, and Pro Forma Adjusted Free Cash FlowEarnings per Share are not recognized terms under GAAP and should not be considered as an alternative to net income (loss) as a measure of financial performance or net cash provided by operating activities as a measure of liquidity, or any other performance measures derived in accordance with GAAP. Additionally, these measures are not intended to be a measure of free cash flow available for management’s discretionary use as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Pro Forma Adjusted Net Income and Pro Forma Adjusted Earnings per Share should not be construed to imply that our future results will be unaffected by unusual or
Academy Sports and Outdoors, Inc.69 non-recurring items. In evaluating Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Pro Forma Adjusted Net Income, and Pro Forma Adjusted Free Cash Flow,Earnings per Share, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Pro Forma Adjusted Net Income, and Pro Forma Adjusted Free Cash FlowEarnings per Share should not be construed to imply that our future results will be unaffected by any such adjustments. Our Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Pro Forma Adjusted Net Income, and Pro Forma Adjusted Earnings per Share measures have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: •Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Pro Forma Adjusted Net Income and Pro Forma Adjusted Earnings per Share do not reflect costs or cash outlays for capital expenditures or contractual commitments; •Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Pro Forma Adjusted Net Income and Pro Forma Adjusted Earnings per Share do not reflect changes in, or cash requirements for, our working capital needs; •Adjusted EBITDA and Adjusted EBIT do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; •Adjusted EBITDA and Adjusted EBIT do not reflect period to period changes in taxes, income tax expense or the cash necessary to pay income taxes; •Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Pro Forma Adjusted Net Income and Pro Forma Adjusted Earnings per Share do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations; •although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements; and •other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures. Because of these limitations, Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Pro Forma Adjusted Net Income, and Pro Forma Adjusted Earnings per Share should not be considered as measures of discretionary cash available to invest in business growth or to reduce indebtedness. Management compensates for these limitations by primarily relying on our GAAP results in addition to using Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Pro Forma Adjusted Net Income, and Pro Forma Adjusted Earnings per Share supplementally.
| | | | | | | | | 70Academy Sports and Outdoors, Inc. | A-1 | 2021 Proxy Statement |
Adjusted EBITDA and Adjusted EBIT The following table provides reconciliations of net income (loss) to Adjusted EBITDA and Adjusted EBIT for the periods presented (amounts in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | Fiscal Year Ended | | | | January 30, 2021 | | February 1, 2020 | | February 2, 2019 | | Net income | | 308,764 | | | 120,043 | | | 21,442 | | | Interest expense, net | | 86,514 | | | 101,307 | | | 108,652 | | | Income tax expense | | 30,356 | | | 2,817 | | | 1,951 | | | Depreciation, amortization and impairment | | 105,481 | | | 117,254 | | | 134,190 | | | Consulting fees (a) | | 285 | | | 3,601 | | | 949 | | | Private equity sponsor monitoring fee (b) | | 14,793 | | | 3,636 | | | 3,522 | | | Equity compensation (c) | | 31,617 | | | 7,881 | | | 4,633 | | | Gain on early extinguishment of debt, net | | (3,582) | | | (42,265) | | | — | | | Severance and executive transition costs (d) | | 6,571 | | | 1,429 | | | 4,350 | | | Costs related to the COVID-19 pandemic (e) | | 17,632 | | | — | | | — | | | Inventory write-down adjustments associated with strategic merchandising initiative (f) | | — | | | — | | | 18,225 | | | Other (g) | | 8,592 | | | 7,111 | | | 2,345 | | | Adjusted EBITDA | | 607,023 | | | 322,814 | | | 300,259 | | | | | | | | | | | (a) | Represents outside consulting fees associated with our strategic cost savings and business optimization initiatives. | | (b) | Represents our contractual payments under the Monitoring Agreement. See Note 14 to the consolidated financial statements in the Annual Report. | | (c) | Represents non-cash charges related to equity based compensation, which vary from period to period depending on certain factors such as timing and valuation of awards, achievement of performance targets and equity award forfeitures. | | (d) | Represents severance costs associated with executive leadership changes and enterprise-wide organizational changes. | | (e) | Represents costs incurred during the first half of 2020 as a result of the COVID-19 pandemic, including temporary wage premiums, additional sick time, costs of additional cleaning supplies and third party cleaning services for the stores, corporate office and distribution centers, accelerated freight costs associated with shifting our inventory purchase earlier in the year to maintain stock, and legal fees associated with consulting in local jurisdictions. These costs were no longer added back beginning in the third quarter of 2020. | | (f) | Represents inventory write-down adjustments in connection with our new merchandising strategy adopted as part of our strategic transformation, including exiting certain categories of products. | | (g) | Other adjustments include (representing deductions or additions to Adjusted EBITDA) amounts that management believes are not representative of our operating performance, including investment income, installation costs for energy savings associated with our profitability initiatives, legal fees associated with a distribution to New Academy Holding Company LLC’'s members and our 2020 omnibus incentive plan, store exit costs and other costs associated with strategic cost savings and business optimization initiatives. |
| | | | | | | | | | | | | | | | | | | Fiscal Year Ended | | | | January 29, 2022
($) | January 30, 2021
($) | February 1, 2020
($) | | | Net income | 671,381 | | 308,764 | | 120,043 | | | | Interest expense, net | 48,989 | | 86,514 | | 101,307 | | | | Income tax expense | 188,159 | | 30,356 | | 2,817 | | | | Depreciation and amortization | 105,274 | | 105,481 | | 117,254 | | | Consulting fees(a) | — | | 285 | | 3,601 | | | Private equity sponsor monitoring fee(b) | — | | 14,793 | | 3,636 | | | Equity compensation(c) | 39,264 | | 31,617 | | 7,881 | | | | (Gain) loss on early retirement of debt, net | 2,239 | | (3,582) | | (42,265) | | | Severance and executive transition costs(d) | — | | 6,571 | | 1,429 | | | Costs related to the COVID-19 pandemic(e) | — | | 17,632 | | — | | | Payroll taxes associated with the 2021 Vesting Event(f) | 15,418 | | — | | — | | | Other(g) | 3,118 | | 8,592 | | 7,111 | | | | Adjusted EBITDA | 1,073,842 | | 607,023 | | 322,814 | | | | Less: Depreciation and amortization | (105,274) | | (105,481) | | (117,254) | | | | Adjusted EBIT | 968,568 | | 501,542 | | 205,560 | | |
a.Represents outside consulting fees associated with our strategic cost savings and business optimization initiatives.
b.Represents our contractual payments under the Monitoring Agreement. See Note 14 to the consolidated financial statements in the Annual Report.
c.Represents non-cash charges related to equity based compensation, which vary from period to period depending on certain factors such as the 2021 Vesting Event (see Note 1 to the consolidated financial statements in the Annual Report), timing and valuation of awards, achievement of performance targets and equity award forfeitures.
d.Represents severance costs associated with executive leadership changes and enterprise-wide organizational changes. e.Represents costs incurred during the first half of 2020 as a result of the COVID-19 pandemic, including temporary wage premiums, additional sick time, costs of additional cleaning supplies and third party cleaning services for the stores, corporate office and distribution centers, accelerated freight costs associated with shifting our inventory purchase earlier in the year to maintain stock, and legal fees associated with consulting in local jurisdictions. These costs were no longer added back beginning in the third quarter of 2020. f.Represents cash expenses related to taxes on equity-based compensation resulting from the 2021 Vesting Event. g.Other adjustments include (representing deductions or additions to Adjusted EBITDA and Adjusted EBIT) amounts that management believes are not representative of our operating performance, including investment income, installation costs for energy savings associated with our profitability initiatives, legal fees associated with a distribution to New Academy Holding Company LLC’s members and our 2020 Omnibus Incentive Plan, store exit costs and other costs associated with strategic cost savings and business optimization initiatives. | | | | | | | | | Academy Sports and Outdoors, Inc. | A-2 | 2021 Proxy Statement |
Academy Sports and Outdoors, Inc.71
Adjusted Free Cash FlowNet Income, Pro Forma Adjusted Net Income and Pro Forma Adjusted Earnings per Share The following table provides a reconciliation of net cash provided by operating activitiesincome to Adjusted Free Cash FlowNet Income, Pro Forma Adjusted Net Income and Pro Forma Adjusted Earnings per Share for the periods presented (amounts in thousands)thousands, except per share data): | | | | | | | | | | | | | | | | | | | | | | | Fiscal Year Ended | | | January 30, 2021 | | February 1, 2020 | | February 2, 2019 | | Net cash provided by operating activities | | 1,011,597 | | | 263,669 | | | 198,481 | | | Net cash used in investing activities | | (33,144) | | | (66,783) | | | (99,027) | | | Adjusted Free Cash Flow | | 978,453 | | | 196,886 | | | 99,454 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fiscal Year Ended | | | | | January 29, 2022
($) | | January 30, 2021
($) | | February 1, 2020
($) | | | Net income | | 671,381 | | | 308,764 | | | 120,043 | | | Consulting fees (a) | | — | | | 285 | | | 3,601 | | | Private equity sponsor monitoring fee (b) | | — | | | 14,793 | | | 3,636 | | | Equity compensation (c) | | 39,264 | | | 31,617 | | | 7,881 | | | | (Gain) loss on early retirement of debt, net | | 2,239 | | | (3,582) | | | (42,265) | | | Severance and executive transition costs (d) | | — | | | 6,571 | | | 1,429 | | | Costs related to the COVID-19 pandemic (e) | | — | | | 17,632 | | | — | | | Payroll taxes associated with the 2021 Vesting Event (f) | | 15,418 | | | — | | | — | | | Other (g) | | 3,118 | | | 8,592 | | | 7,111 | | | Tax effects of these adjustments (h) | | (14,884) | | | (136) | | | 33 | | | | Adjusted Net Income | | 716,536 | | | 384,536 | | | 101,469 | | | Estimated tax effect of change to C-Corporation status (i) | | — | | | (72,844) | | | (25,542) | | | | Pro Forma Adjusted Net Income | | 716,536 | | | 311,692 | | | 75,927 | | | | | | | | | | | | | Pro Forma Adjusted Earnings per Share | | | | | | | | | Basic | | 7.88 | | | 4.00 | | | 1.05 | | | | Diluted | | 7.60 | | | 3.83 | | | 1.02 | | | | Weighted average common shares outstanding | | | | | | | | | Basic | | 90,956 | | | 77,994 | | | 72,477 | | | | Diluted | | 94,284 | | | 81,431 | | | 74,795 | | | | | | | | | | | | | | | | | | | | | | | | a. | Represents outside consulting fees associated with our strategic cost savings and business optimization initiatives. | | | b. | Represents our contractual payments under the Monitoring Agreement. See Note 14 to the consolidated financial statements in the Annual Report. | | | c. | Represents non-cash charges related to equity based compensation, which vary from period to period depending on certain factors such as the 2021 Vesting Event (See Note 1 to the consolidated financial statements in the Annual Report, timing and valuation of awards, achievement of performance targets and equity award forfeitures. | | | d. | Represents severance costs associated with executive leadership changes and enterprise-wide organizational changes. | | | e. | Represents costs incurred during the first half of 2020 as a result of the COVID-19 pandemic, including temporary wage premiums, additional sick time, costs of additional cleaning supplies and third party cleaning services for the stores, corporate office and distribution centers, accelerated freight costs associated with shifting our inventory purchases earlier in the year to maintain stock, and legal fees associated with consulting in local jurisdictions. These costs were no longer added back beginning in the third quarter of 2020. | | | f. | Represents cash expenses related to taxes on equity-based compensation resulting from the 2021 Vesting Event. | | | g. | Other adjustments include (representing deductions or additions to Adjusted Net Income) amounts that management believes are not representative of our operating performance, including investment income, installation costs for energy savings associated with our profitability initiatives, legal fees associated with a distribution to NAHC's members and our omnibus incentive plan, store exit costs and other costs associated with strategic cost savings and business optimization initiatives. | | | h. | Represents the tax effect of the total adjustments made to arrive at Adjusted Net Income at our historical tax rate. | | | i. | Represents the retrospective tax effect of Adjusted Net Income at our estimated effective tax rate of approximately 25% for periods prior to October 1, 2020, the effective date of our conversion to a C-Corporation, upon which we became subject to federal income taxes. | |
| | | | | | | | | Academy Sports and Outdoors, Inc. | A-3 | 2021 Proxy Statement |
Thank You for being a stockholderstockholder.
Learn more at academy.comacademy.com. | | | | | | | | | Academy Sports and Outdoors, Inc. | | 2021 Proxy Statement |
| | | | | | ACADEMY SPORTS AND OUTDOORS, INC.
1800 NORTH MASON ROAD
KATY, TEXAS 77449 | VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 10:5059 P.M. Central Time the day before the meeting date. Have this proxy card in hand when you access the web site and then follow the instructions to obtain your records and to create an electronic voting instruction form. | | | | ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | | | | VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 10:59 P.M. Central Time the day before the meeting date. Have this proxy card in hand when you call and then follow the instructions. | | | | VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D39790-P53766D68959-P66375 KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ACADEMY SPORTS AND OUTDOORS, INC. | For
All | Withhold
All | For All
Except | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the numbers(s) of the nominee(s) on the line below. | | | | | | The Board of Directors recommends you vote FOR ALL of the director nominees in Proposal 1. | | | | | | | | | | | 1.Election of Class III Directors
Nominees
01) Brian T. Marley
02) Thomas M. Nealon
03) Nathaniel H. Taylor
| ☐For | Withhold | | | For | Withhold | | | | | 1a) Wendy A. Beck | ☐ | ☐ | | 1b) Sharen J. Turney | ☐ | ☐ | | | | The Board of Directors recommends you vote FOR Proposals 2 and 3, and for “ONE YEAR” in Proposal 4. | 3. | For | Against | Abstain | | | 2. Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 20212022. | ☐ | ☐ | ☐ | | | 3. Approval, by non-binding advisory vote, of the fiscal year 2021 compensation paid to the named executive officers in fiscal year 2020. | officers. | ☐ | ☐ | ☐ | | | | | | | | | 1 Year | 2 Years | 3 Years | Abstain | | | 4. Determination, by non binding advisoryNote: The proxies will vote of whether a non-binding stockholder vote to approve the compensation
paid to the named executive officers should occur every one, two or three years. | ☐ | ☐ | ☐ | ☐ | | | 5. To transact anyin their discretion upon such other business thatas may properly come before the meetingAnnual Meeting or any adjournmentsadjournment or postponements of
the meeting. | postponement thereof. | | | | | | | | | | | | | | | | | | Authorized Signatures. This section must be completed for your vote to be counted. Date and sign below. Please sign exactly as name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN THE BOX] | Date | | Signature (Joint Owners) | | Date | | | | | | | | | | | | | | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice, Proxy Statement and Annual Report are available at www.proxyvote.com.
-------------------------------------------------------------------------------------------------------------------------------------------- D39791-P53766D68960-P66375
| | | | THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF ACADEMY SPORTS AND OUTDOORS, INC. | | I hereby appoint Allen I. QuestromBrian T. Marley and Jeffrey C. Tweedy,Tom M. Nealon, or either of them, as proxies, with power of substitution to each, to vote all shares of common stock that I am entitled to vote at the Annual Meeting of Stockholders of Academy Sports and Outdoors, Inc. to be held on Thursday, June 3, 20212, 2022 at 8:00 A. M.A.M. Central Time, or at any adjournment or postponement thereof, in accordance with the instruction on the reverse side of this card and with the same effect as though I were present at the Annual Meeting and voting such shares. My appointed proxies are authorized in their discretion to vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED “FOR ALL” NOMINEES FOR DIRECTOR LISTED IN PROPOSAL 1, “FOR” PROPOSALS 2 AND 3, AND FOR THE “ONE YEAR” OPTION IN PROPOSAL 4, AND IN THE DISCRETION OF THE APPOINTED PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH. | | | If you vote by phone or Internet, please do not mail your proxy card. | | | Thank You For Voting. | | | (CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE) |
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