Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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AT HOME GROUP INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Table of Contents
April 24, 2019
To
the Stockholders of At Home Group Inc.:
You
are cordially invited to attend the 2019 Annual Meeting of Stockholders (the "Annual Meeting") of At Home Group Inc., on Tuesday, June 4, 2019, at 3:00 p.m.
(Central Time) at the Four Seasons Resort and Club, 4150 N. MacArthur Blvd., Irving, Texas 75038.
At
the Annual Meeting, you will be asked to (i) elect three Class III directors to our board of directors, (ii) ratify the appointment of Ernst &
Young LLP as our independent registered public accounting firm for the fiscal year ending January 25, 2020, (iii) approve (on an advisory basis) the compensation of our named
executive officers, (iv) approve (on an advisory basis) whether an advisory vote on the compensation of our named executive officers should occur once every one, two or three years and
(v) transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. In addition, management will report on the progress of our business
and respond to comments and questions of general interest to our stockholders.
It
is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting in person. You may vote on the Internet, by telephone, or by completing
and mailing a proxy card or voting instruction form. Voting over the Internet, by telephone, by written proxy or by written voting instruction form will ensure your shares are represented at the
Annual Meeting. If you attend the Annual Meeting, you may revoke your proxy, if you wish, and vote in person.
We
thank you for your continued support and interest in At Home Group Inc.
Sincerely,
Lewis
L. Bird III
Chairman of the Board and Chief Executive Officer
Table of Contents
AT HOME GROUP INC.
1600 East Plano Parkway
Plano, Texas 75074
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 2019
NOTICE IS HEREBY GIVEN that the 2019 Annual Meeting of Stockholders (the "Annual Meeting") of At Home Group Inc., will be held on Tuesday,
June 4,
2019, at 3:00 p.m. (Central Time) at the Four Seasons Resort and Club, 4150 N. MacArthur Blvd., Irving, Texas 75038, for the following purposes:
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Proposal 1.
To elect three
Class III directors named in the accompanying proxy statement to our board of directors, with each director to hold office until the 2022 annual meeting of stockholders or until such director's
successor is duly elected and qualified.
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Proposal 2.
To ratify the
appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 25, 2020.
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Proposal 3.
To approve (on an
advisory basis) the compensation of our named executive officers.
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Proposal 4.
To approve (on an
advisory basis) whether an advisory vote on the compensation of our named executive officers should occur once every one, two, or three years.
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To transact any other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
Stockholders
of record at the close of business on April 8, 2019 are entitled to receive notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.
We
have elected to furnish proxy materials to you primarily through the Internet, which expedites your receipt of materials, lowers expenses, and conserves natural resources. On or
about April 24, 2019, we intend to mail to our stockholders of record a Notice of Internet Availability of Proxy Materials (the "notice") containing instructions on how to access the
accompanying proxy statement and our fiscal 2019 annual report, which includes our annual report on Form 10-K for the fiscal year ended January 26, 2019, through the Internet and how to
vote through the Internet. The notice also will include instructions on how to receive such materials, at no charge, by paper delivery (along with a proxy card) or by e-mail. Beneficial owners will
receive a similar notice from their broker, bank, or other nominee. Please do not mail in the notice, as it is not intended to serve as a voting instrument. Notwithstanding anything to the contrary,
we may send certain stockholders of record a full set of proxy materials by paper delivery instead of the notice or in addition to sending the notice.
You
can elect to receive future proxy materials by e-mail at no charge instead of receiving these materials by paper delivery by voting using the Internet and, when prompted, indicating
you agree to receive or access stockholder communications electronically in future years.
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By Order of the Board of Directors,
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Mary Jane Broussard
General Counsel and Corporate Secretary
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Plano,
Texas
April 24, 2019
YOUR VOTE IS VERY IMPORTANT. PLEASE CAREFULLY READ THE ATTACHED PROXY STATEMENT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY VOTE VIA THE INTERNET OR BY
TELEPHONE BY FOLLOWING THE INSTRUCTIONS IN THE PROXY CARD OR VOTING INSTRUCTION FORM. IF YOU VOTE BY INTERNET OR TELEPHONE, THEN YOU NEED NOT RETURN A WRITTEN PROXY CARD OR VOTING INSTRUCTION FORM BY
MAIL. YOU MAY ALSO COMPLETE, EXECUTE, DATE, AND RETURN THE PROXY CARD, IF REQUESTED, OR VOTING INSTRUCTION FORM IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE
UNITED STATES. STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY SO DESIRE, ALTHOUGH YOU MAY NEED TO CONTACT YOUR BROKER, BANK OR OTHER NOMINEE TO DO
SO.
Table of Contents
PROXY SUMMARY
This proxy summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the
information that you should consider, and therefore you should read the entire proxy statement before voting. For more complete information regarding the performance of At Home Group Inc. ("At
Home") for the fiscal year ended January 26, 2019 ("fiscal 2019"), you should review At Home's annual report on Form 10-K for fiscal 2019 filed with the U.S. Securities and Exchange
Commission on March 27, 2019.
At
Home is the leading home décor superstore based on the number of our locations and our large format stores that we believe dedicate more space per
store to home décor than any other player in the industry. We are focused on providing the broadest assortment of products for any room, in any style, for any budget. We utilize our
space advantage to out-assort our competition, offering over 50,000 SKUs throughout our stores. Our differentiated merchandising strategy allows us to identify on-trend products and then value
engineer those products to provide desirable aesthetics at attractive price points for our customers. Over 70% of our products are unbranded, private label or
specifically designed for us. We believe that our broad and comprehensive offering and compelling value proposition combine to create a leading destination for home décor with the
opportunity to continue taking market share in a highly fragmented and growing industry.
As
of January 26, 2019, our store base was comprised of 180 stores across 37 states, averaging approximately 110,000 square feet per store. We utilize a flexible and disciplined
real estate strategy that allows us to successfully open and operate stores from 75,000 to 165,000 square feet across a wide range of formats and markets.
Fiscal 2019 Performance Highlights
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Fiscal
2019 marked another year of exceptional growth and achievement for At Home. Net sales grew 23% to $1.166 billion, marking five consecutive years and 19
consecutive quarters of at least 20% sales growth. Comparable store sales increased 2.7% over the prior year and culminated in our 20th consecutive quarter of growth. The exceptional
performance of both new and existing stores enabled reinvestment in the business, as well as meaningful progress related to our strategic initiatives to drive earnings growth.
Attend and Vote at Annual Meeting
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When:
June 4, 2019, 3:00 p.m. Central time
Where:
Four Seasons Resort and Club, 4150 N. MacArthur Blvd., Irving, Texas 75038
Stockholders
of record and beneficial owners (if in possession of a proxy from your broker, bank or other nominee) as of April 8, 2019 may attend and vote at the Annual Meeting.
(i)
At Home Group
2019 Proxy Statement
Table of Contents
Your
vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote promptly. Please carefully review the proxy materials for the Annual
Meeting and follow the instructions below to cast your vote on all of the proposals.
Voting Methods in Advance of Annual Meeting
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Even
if you plan to attend the Annual Meeting in person, please vote promptly using one of the following voting methods (see page 2 for additional details).
Make sure to have your proxy card or voting instruction form in hand
and follow the instructions.
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Use the Internet.
Visit the
website listed on your notice, proxy card or voting instruction form.
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Call by Telephone.
Call the
telephone number listed on your proxy card or voting instruction form.
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Send by Mail.
Sign, date and
return your proxy card or voting instruction form in the enclosed envelope.
Proposals, Board Recommendations, and Required Vote
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Proposal
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Board Recommendation
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Required Vote
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1 Election of Class III Directors (page 12)
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FOR each Class III director nominee
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Plurality of the votes cast that are entitled to vote
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2 Ratification of the Appointment of Independent Registered Public Accounting Firm (page 76)
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FOR
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Majority of the voting power present that are entitled to vote
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3 Advisory Vote on Named Executive Officer Compensation (page 77)
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FOR
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Majority of the voting power present that are entitled to vote
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4 Advisory Vote on the Frequency of the Advisory Vote on Named Executive Officer Compensation (page 78)
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FOR EVERY YEAR
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Plurality of the votes cast that are entitled to vote
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(ii)
At Home Group
2019 Proxy Statement
Table of Contents
We
believe that our directors as a group have an appropriate mix of qualifications, attributes, skills and experience.
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8 of 10 Independent;
Independent Lead Director
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4 of 10 Female Directors
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Average Tenure of
3.7 years
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Executive Leadership
Experience
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Strategic Planning of High
Growth Companies
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Corporate Finance,
Investments, Accounting,
and Financial Reporting
Experience
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9 of 10
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10 of 10
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6 of 10
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Retail Industry Experience
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Marketing, Brand
Management, or Product
Merchandising Expertise
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Global Supply
Chain Expertise
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10 of 10
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9 of 10
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8 of 10
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Public Company Directorships
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5 of 10
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See
"Board Matters Specific Qualifications, Attributes, Skills and Experience to be Represented on the Board" and " Director Background
and Qualifications" beginning on page 13 for further discussion of these key qualifications that we consider important for service on our Board and additional information on each of our
directors.
(iii)
At Home Group
2019 Proxy Statement
Table of Contents
Director Nominees Highlights
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The
Board of Directors of At Home (the "Board") currently consists of ten members serving three-year staggered terms. Three Class III directors are to be
elected at the Annual Meeting to hold office until the 2022 annual meeting of stockholders. The Board has re-nominated three current Class III directors, Steve K. Barbarick, Paula L. Bennett
and Martin C. Eltrich, III, each for three-year terms. The following table provides summary information about such director nominees.
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Name
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Age
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Director
Since
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Independent
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Primary or Most
Recent Occupation
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Committee
Memberships
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Steve K. Barbarick
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51
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2018
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Yes
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President and Chief Operating Officer of Tractor Supply Company
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Audit
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Paula L. Bennett
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69
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2018
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Yes
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President and Chief Executive Officer of J.Jill, Inc. (retired)
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Nominating and Corporate Governance
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Martin C. Eltrich, III
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46
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2011
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No
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Partner of AEA Investors LP
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Corporate Governance Highlights
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Three new independent Board members appointed in fiscal 2019 (page 24)
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Eight independent directors out of ten directors (page 21)
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Independent Lead Director with significant and clearly delineated responsibilities (page 21)
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Independent Audit, Compensation and Nominating and Corporate Governance Committees (page 26)
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Majority voting policy with rejectable resignation adopted in March 2019 (page 28)
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Comprehensive annual Board and committee evaluations (page 28)
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(iv)
At Home Group
2019 Proxy Statement
Table of Contents
Key Features of Our Executive Compensation Program
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What We Do
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What We Don't Do
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Utilize peer group benchmarking
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Ø
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Strict prohibition on hedging and pledging
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Retain independent compensation consultant
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Ø
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Limited use of perquisites
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Stock ownership guidelines for executive officers adopted in 2019
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No guaranteed or discretionary bonuses, excluding limited new hire inducement
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Executive compensation clawback policy adopted in 2019
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No repricing or replacement of underwater stock options
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Pay-for-performance bonus plan based on objective Company measures and fixed caps
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No defined benefit, supplemental executive retirement or nonqualified deferred compensation plans
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Oversight to confirm no undue risk in compensation programs
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No tax gross-ups, except for limited new hire inducement and for annual wellness exam
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Change of control double-trigger equity awards generally (except the stock options to our CEO and special transition stock options, each awarded in fiscal 2019)
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Two of the three Board members appointed in fiscal 2019 are female; Board now consists of ten directors, four of whom are female (page 24)
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Executive leadership team of nine executive officers, including four who are female and one minority (page 33)
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Average director tenure of 3.7 years (three directors with over six years of service, four directors with between two and five years of
service and three directors with under two years of service) (page 14)
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(v)
At Home Group
2019 Proxy Statement
Table of Contents
TABLE OF CONTENTS
(vi)
At Home Group
2019 Proxy Statement
Table of Contents
(vii)
At Home Group
2019 Proxy Statement
Table of Contents
AT HOME GROUP INC.
1600 East Plano Parkway
Plano, Texas 75074
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 2019
We
are furnishing this Proxy Statement to you as part of a solicitation by the Board of Directors (the "Board") of At Home Group Inc., a Delaware corporation, of proxies to be
voted at our 2019 Annual Meeting of Stockholders and at any adjournment or postponement of such meeting (the "Annual Meeting"). We will hold the Annual Meeting at the Four Seasons Resort and Club,
4150 N. MacArthur Blvd., Irving, Texas 75038 on Tuesday, June 4, 2019 at 3:00 p.m. (Central Time). Unless the context otherwise requires, all references in this Proxy Statement to "At
Home", "Company", "we", "us", and "our" refer to At Home Group Inc. and its subsidiaries.
Our
mailing address and principal executive office is 1600 East Plano Parkway, Plano, Texas 75074. Our website is located at investor.athome.com. References to website addresses of the
Company and the U.S. Securities and Exchange Commission ("SEC") in this Proxy Statement are not intended to function as hyperlinks and, except as specified herein, the information contained on, or
that can be accessed through, such websites is not part of this Proxy Statement.
We
have elected to furnish proxy materials to you primarily through the Internet, which expedites your receipt of materials, lowers expenses, and conserves natural resources. On or
about April 24, 2019, we intend to mail to our stockholders of record a Notice of Internet Availability of Proxy Materials (the "notice") containing instructions on how to access this Proxy
Statement and our fiscal 2019 annual report (the "Annual Report"), which includes our annual report on Form 10-K for the fiscal year ended January 26, 2019 ("fiscal 2019"), through the
Internet and how to vote through the Internet. The notice also will include instructions on how to receive such materials, at no charge, by paper delivery (along with a proxy card) or by e-mail.
Beneficial owners will receive a similar notice from their broker, bank, or other nominee. Please do not mail in the notice, as it is not intended to serve as a voting instrument. Notwithstanding
anything to the contrary, we may send certain stockholders of record a full set of proxy materials by paper delivery instead of the notice or in addition to sending the notice. Whether you received
the notice or paper copies of our proxy materials, including this Proxy Statement and Annual Report, these proxy materials are available to you at
www.proxyvote.com
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ABOUT THE ANNUAL MEETING
Matters to be Considered at the Annual Meeting
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At
the Annual Meeting, you will consider and vote upon:
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Proposal 1.
The election of three
Class III directors named in this Proxy Statement to our board of directors, with each director to hold office until the 2022 annual meeting of stockholders or until such director's successor
is duly elected and qualified.
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At Home Group
2019 Proxy Statement
Table of Contents
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Proposal 2.
The ratification of
the appointment of Ernst & Young LLP ("Ernst & Young") as our independent registered public accounting firm for the fiscal year ending January 25, 2020.
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Proposal 3.
The approval (on an
advisory basis) of the compensation of our named executive officers.
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Proposal 4.
The approval (on an
advisory basis) of whether an advisory vote on the compensation of our named executive officers should occur once every one, two, or three years.
We
are not aware of any other matters that will be brought before the stockholders for a vote at the Annual Meeting. If any other matter is appropriately brought before the Annual
Meeting, the persons named in the proxy card will have discretionary authority to vote as the Board recommends or, if the Board gives no recommendation, according to their best judgment, to the extent
permitted by applicable law.
By
a vote of the shares present, even if less than a quorum, the meeting may be adjourned to another place and time for a period not exceeding 30 days in any one case.
Questions and Answers About the Proxy Materials and the Annual Meeting
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Why am I receiving these materials?
You are receiving these materials because at the close of business on April 8, 2019 (the "Record Date"), you owned shares of the
Company's common stock. All stockholders of record on the Record Date, and beneficial owners on the Record Date holding a valid proxy for the Annual Meeting from their broker, bank, or other nominee
giving them the right to vote the shares, are entitled to attend and vote at the Annual Meeting.
Each
share of our common stock, $0.01 par value per share, is entitled to vote at the Annual Meeting. As of the Record Date, we had 63,674,485 shares of common stock outstanding. With
respect to each matter submitted for vote at the Annual Meeting, each share of common stock is entitled to one vote.
What votes need to be present to hold the Annual Meeting?
The presence at the Annual Meeting, in person or by proxy, of stockholders holding a majority of the shares entitled to vote outstanding on the
Record Date will constitute a quorum for all purposes. Proxies marked with abstentions or instructions to withhold votes, as well as broker non-votes (defined below), will be counted as present in
determining whether or not there is a quorum.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
If your shares are registered directly in your name with the Company's transfer agent, American Stock Transfer & Trust
Company, LLC, you are considered the "stockholder of record" with respect to those shares and the applicable proxy materials are being sent directly to you.
If
your shares are held with a broker, bank or other nominee, you are considered the "beneficial owner" with respect to those shares. These shares are sometimes referred to as being
held "in street name". The proxy materials will be forwarded to you by your broker, bank, or other holder of record who
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At Home Group
2019 Proxy Statement
Table of Contents
is
considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote your shares. Your broker,
bank or nominee has enclosed voting instructions for you to use in directing the broker, bank or nominee on how to vote your shares. Since you are not the stockholder of record, you may not vote these
shares in person at the Annual Meeting unless you obtain a proxy from your broker, bank or nominee and bring such proxy to the Annual Meeting.
How do I vote if I am a stockholder of record?
As a stockholder of record, you may vote your shares in any one of the following ways:
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Through the Internet.
You may
vote through the Internet as instructed on your notice, proxy card or e-mail notification. In order to vote through the Internet, you must enter the control number that was provided on such notice,
proxy card, or e-mail notification. If you do not have any of these materials and are a
stockholder of record,
you may contact us by telephone at
972-265-6137 to request a proxy card (which will include your control number) to be mailed to your address on record or an e-mail with your control number to be sent to your e-mail address on record.
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By Telephone.
You may vote via
the telephone as instructed on your proxy card or e-mail notification.
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By Mail.
If you received your
Annual Meeting materials by paper delivery, you may vote by completing, signing, and returning the enclosed proxy card. Please do not mail in the notice, as it is not intended to serve as a voting
instrument.
Whether
or not you plan to attend the Annual Meeting, we urge you to vote. Voting on the Internet or by telephone, or returning the proxy card, will not affect your right to attend the
Annual Meeting and vote in person.
How do I vote if I am a beneficial owner?
As a beneficial owner, you have the right to direct your broker, bank, or other nominee how to vote your shares by following the instructions
that your broker, bank, or other nominee sent to you. You will receive voting instructions for each account that you have with a broker, bank, or other nominee. Please instruct your broker, bank, or
other nominee how to vote your shares using the voting instruction form you received from them. Please return your completed voting instruction form to your broker, bank or other nominee and contact
the person responsible for your account so that your vote can be counted. If your broker, bank, or other nominee permits you to provide voting instructions via the Internet or by telephone, you
may vote that way as well. As a beneficial owner, if you wish to change the directions that you have provided your broker, bank, or other nominee, you should follow the instructions that your broker,
bank, or other nominee sent to you.
If
you do not direct your broker, bank, or other nominee how to vote your shares, the broker, bank, or other nominee will determine if it has the discretionary authority to vote on each
applicable matter. Under applicable law, if you are a beneficial owner, your broker, bank, or other nominee only has discretion to vote on certain "routine" matters without your voting instructions.
The proposal to ratify the appointment of Ernst & Young as our independent registered public accounting firm is considered a routine matter. For all other matters at the Annual Meeting, your
broker, bank, or other nominee will be unable to vote on your behalf if you do not instruct them how to vote your shares and, if you do not
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At Home Group
2019 Proxy Statement
Table of Contents
provide
voting instructions, your shares will be considered "broker non-votes." Therefore, it is very important for you to vote your shares for each proposal.
What does it mean if I receive more than one notice, proxy card or voting instruction form?
If you receive more than one notice, proxy card or voting instruction form, it means that you have multiple accounts with banks, brokers, other
nominees and/or our transfer agent. Please take action with respect to each notice, proxy card, and voting instruction form that you receive.
How can I access the Company's proxy materials and other reports filed with the SEC?
Our website at investor.athome.com provides free access to our reports filed with the SEC as soon as reasonably practicable after the Company
electronically files such reports with, or furnishes such reports to, the SEC, including proxy materials, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and amendments to these reports. Further, you can view these documents on a website maintained by the SEC at www.sec.gov.
As
noted above, many stockholders will receive a notice with instructions on how to view the proxy materials through the Internet (at
www.proxyvote.com
). The notice includes a control number that must be
entered on the Internet in order to view the proxy materials. The notice also
describes how to receive the proxy materials by paper delivery or e-mail. You can elect to receive future proxy materials by e-mail at no charge by voting using the Internet and, when prompted,
indicating you agree to receive or access stockholder communications electronically in future years.
You
may access this Proxy Statement and our Annual Report on-line at investor.athome.com. If you would like to receive additional paper copies without charge, we will send copies to you
if you contact us at 1600 East Plano Parkway, Plano, Texas 75074, Attention: General Counsel and Corporate Secretary or by telephone at 972-265-6137.
How can I attend the Annual Meeting?
Even if you plan to be present at the meeting, we encourage you to vote your shares prior to the Annual Meeting.
You
are entitled to attend the Annual Meeting only if you were a stockholder of record as of the Record Date or you hold a valid proxy for the Annual Meeting from your broker, bank, or
other nominee giving you the right to vote the shares as described above. You should be prepared to present photo identification for admittance. If you are not a stockholder of record but hold shares
as a beneficial owner, in addition to a valid proxy and photo identification, you should provide a recent brokerage statement or a letter from your broker, bank or other nominee showing your holdings
of the Company's common stock as proof of ownership. You may contact us by telephone at 972-265-6137 to obtain directions to vote in person at the Annual Meeting.
What can I do if I change my mind after I vote?
If you are a stockholder of record, you may change your voting instructions and revoke your proxy before it is exercised by doing any one of
the following:
-
-
Timely written notice of revocation to our General Counsel and Corporate Secretary at 1600 East Plano Parkway, Plano, Texas 75074.
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At Home Group
2019 Proxy Statement
Table of Contents
-
-
A timely later-dated vote by telephone or on the Internet or timely delivery of a valid, later-dated proxy.
-
-
Attending the Annual Meeting and voting in person by ballot.
Only
the latest validly executed proxy that you submit will be counted. Your attendance at the Annual Meeting in person will not cause your previously granted proxy to be revoked unless
you vote in person.
If
you are a beneficial owner of shares but not the stockholder of record, you may submit new voting instructions by contacting your broker, bank, or other nominee. You may also vote in
person at the Annual Meeting if you obtain a legal proxy as described in the answer to the question "
How do I vote if I am a beneficial owner?
"
above. All shares that have been properly voted and not revoked will be voted at the Annual Meeting.
What matters am I voting on, how may I vote on each matter, and how does the Board recommend that I vote on
each matter?
The following table sets forth each of the proposals you are being asked to vote on, how you may vote on each proposal and how the Board
recommends that you vote on each proposal.
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Proposal
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How may I vote?
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How does the Board
recommend that I vote?
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1 -
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Election of Class III Directors
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You may: vote
FOR
the election of all Class III director nominees named herein;
WITHHOLD
authority to vote for all such Class III director
nominees; or vote
FOR
the election of all such Class III director nominees other than any nominees with respect to whom the authority to vote is specifically withheld by indicating in the space
provided on the proxy.
|
|
The Board recommends that you vote
FOR
all three of the Class III director nominees.
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2 -
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Ratification of Appointment of Independent Registered Public Accounting Firm
|
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You may vote
FOR
or
AGAINST
the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for our
fiscal year ending January 25, 2020, or you may indicate that you wish to
ABSTAIN
from voting on the matter.
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|
The Board recommends that you vote
FOR
the ratification of Ernst & Young as our independent registered public accounting firm for our fiscal year ending January 25, 2020.
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3 -
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Advisory Vote on Named Executive Officer Compensation
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|
You may vote
FOR
or
AGAINST
the advisory approval of the compensation of our named executive officers, or you may indicate that you wish to
ABSTAIN
from voting on the matter.
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|
The Board recommends that you vote
FOR
the advisory approval of the compensation of our named executive officers.
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4 -
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Advisory Vote on Frequency of Advisory Vote on Named Executive Officer Compensation
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You may vote
EVERY YEAR
,
EVERY TWO YEARS
or
EVERY THREE YEARS
, or you may indicate that you wish to
ABSTAIN
from voting on the matter.
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|
The Board recommends that you vote for an advisory vote on named executive officer compensation to occur
EVERY YEAR
.
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2019 Proxy Statement
Table of Contents
What is the voting requirement to approve each of the proposals?
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Vote Impact
|
Proposal
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|
Required Vote
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|
For
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|
Withhold/
Against
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Abstain
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Broker
Non-Votes
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1 - Election of Class III Directors
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Plurality of the votes cast that are entitled to vote
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For the director nominee(s)
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Against the director nominee(s)
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Not a vote cast
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2 - Ratification of Appointment of Independent Registered Public Accounting Firm
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Majority of the voting power present that are entitled to vote
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For the proposal
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Against the proposal
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Against the proposal
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3 - Advisory Vote on Named Executive Officer Compensation
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Majority of the voting power present that are entitled to vote
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For the proposal
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Against the proposal
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Against the proposal
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Not entitled to vote
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Proposal
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Required Vote
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Every Year
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Every Two
Years
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|
Every Three
Years
|
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Abstain/
Broker
Non-Votes
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|
|
|
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4 - Advisory Vote on Frequency of Advisory Vote on Named Executive Officer Compensation
|
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Plurality of the votes cast that are entitled to vote
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For every year
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|
For every two years
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For every three years
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Not a vote cast
|
Although
the advisory votes in Proposals 2, 3, and 4 are not binding, the Board and its respective committees will take your vote into consideration in determining future activities.
Who will count the votes and where can I find the voting results?
The Inspector of Elections appointed at the Annual Meeting will tabulate the voting results. We intend to disclose the final voting results in
a current report on Form 8-K within four business days of the Annual Meeting. To the extent final voting results are not then available, we will report preliminary voting results in a current
report on Form 8-K within four business days of the Annual Meeting and report the final voting results in a current report on Form 8-K as soon as they are available.
Who will pay the costs of soliciting these proxies?
We will bear the entire cost of solicitation of proxies, including preparation, assembly, printing, and mailing of this Proxy Statement, the
proxy card, and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokers, and other nominees holding shares of voting stock
beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of voting stock for their reasonable costs of forwarding solicitation
materials to such beneficial owners. Original solicitation of proxies may be supplemented by electronic means, mail, facsimile, telephone, or personal solicitation by our directors, officers, or other
employees. No additional compensation will be paid to our directors, officers, or other employees for such services.
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At Home Group
2019 Proxy Statement
Table of Contents
Are you "householding" for stockholders sharing the same address?
The SEC's rules permit us to deliver a single copy of the notice to an address that two or more stockholders share. This method of delivery is
referred to as "householding" and can significantly reduce our printing and mailing costs. It also reduces the volume of mail that you receive. To the extent a paper copy is requested, we will deliver
only one Proxy Statement and Annual Report to multiple registered stockholders sharing an address, unless we receive instructions to the contrary from one or more of the stockholders. To the extent a
paper copy is requested, we will still send each stockholder an individual proxy card.
We
will promptly send a separate copy of the notice and, if applicable, a separate set of this Proxy Statement and our Annual Report to you if you contact us at 1600 East Plano Parkway,
Plano, Texas 75074, Attention: General Counsel and Corporate Secretary or by telephone at 972-265-6137. If you
and other residents at your address receive multiple notices and, if applicable, copies of this Proxy Statement and our Annual Report, and desire to receive only a single copy of these materials in
the future or received a single copy of the notice and, if applicable, this Proxy Statement and our Annual Report, and desire to receive a separate copy in the future, you may contact your broker,
bank, or other nominee or contact us at the above address or telephone number.
Whom should I call if I have any questions?
If you have any questions about the Annual Meeting, please contact us by telephone at 972-265-6137. If you have any questions about your
ownership of Company voting stock, please contact our transfer agent at:
American
Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Telephone: (800) 937-5449
Website Address: https://www.astfinancial.com/
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At Home Group
2019 Proxy Statement
Table of Contents
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding the beneficial ownership of our common stock as of April 8, 2019 by each person or entity who is known by
us to beneficially own more than 5% of our common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group.
Information
with respect to beneficial ownership is based upon information furnished to us by each director and executive officer, and on information reported in Schedules 13D or
13G filed with the
SEC, as the case may be. The amounts and percentages of our common stock beneficially owned are reported on the basis of rules of the SEC governing the determination of beneficial ownership of
securities. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power", which includes the power to vote or direct the voting of such
security, or "investment power", which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that
person has a right to acquire beneficial ownership within 60 days after April 8, 2019, including any shares of our common stock subject to an option that has vested or will vest within
60 days after April 8, 2019. More than one person may be deemed to be a beneficial owner of the same securities.
The
percentage of beneficial ownership is based on 63,674,485 shares of common stock outstanding as of April 8, 2019.
Unless
otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent
authority is shared by
-8-
At Home Group
2019 Proxy Statement
Table of Contents
spouses
under applicable law. Unless otherwise indicated below, the address for each person or entity listed below is c/o At Home Group Inc., 1600 East Plano Parkway, Plano, Texas 75074.
|
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Name of Beneficial Owner
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Number of
Shares
Beneficially
Owned
|
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Percentage of
Class (%)
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|
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|
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5% Stockholders
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|
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AEA(1)(3)
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10,536,504
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16.55
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|
|
Starr Investments(2)(3)
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6,293,997
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9.88
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|
|
Capital World Investors(4)
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3,878,873
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6.09
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|
|
FMR LLC(5)
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3,418,969
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|
5.37
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|
|
Named Executive Officers and Directors
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|
|
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Lewis L. Bird III(6)
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4,548,728
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7.14
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|
|
Jeffrey R. Knudson
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|
4,993
|
|
*
|
|
|
Judd T. Nystrom(7)
|
|
402,240
|
|
*
|
|
|
Peter S.G. Corsa(8)
|
|
521,165
|
|
*
|
|
|
Wendy L. Fritz
|
|
|
|
*
|
|
|
Ashley F. Sheetz(9)
|
|
112,983
|
|
*
|
|
|
Steve K. Barbarick
|
|
9,500
|
|
*
|
|
|
Wendy A. Beck(10)
|
|
68,301
|
|
*
|
|
|
Paula L. Bennett
|
|
|
|
*
|
|
|
Elisabeth B. Charles(11)
|
|
13,939
|
|
*
|
|
|
Joanne C. Crevoiserat
|
|
|
|
*
|
|
|
Martin C. Eltrich, III(12)
|
|
|
|
*
|
|
|
Philip L. Francis (13)
|
|
135,392
|
|
*
|
|
|
Allen I. Questrom(14)
|
|
66,968
|
|
*
|
|
|
Larry D. Stone(15)
|
|
96,633
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|
*
|
|
|
All executive officers and directors as a group (18 persons)
(16)
|
|
5,886,741
|
|
9.25%
|
|
|
*Represents
beneficial ownership of less than 1% of our outstanding common stock.
-
(1)
-
Based
on a Schedule 13G/A filed with the SEC on February 14, 2019. Represents (i) 8,046,154 shares of our common stock held of record by GRD
Holding LP, a limited partnership, whose general partner is GRD Holding GP LLC, whose sole member is AEA Investors LP; (ii) 773,427 shares held of record by GRD
Holding-A LP, a limited partnership, whose general partner is GRD Holding-A LLC, whose sole member is AEA Investors LP; and (iii) 1,716,923 shares held of record by GRD
Holding AEA LLC, a limited liability company, whose members are AEA Investors 2006 Participant Fund LP, AEA Investors 2006 QP Participant Fund LP, AEA Investors 2006
Fund L.P. and AEA Investors 2006 Fund II L.P. The general partner of each of AEA Investors 2006 Participant Fund LP and AEA Investors 2006 QP Participant Fund LP is
AEA Investors 2006 PF LLC, whose sole member is AEA Management LLC. The general partner of each of AEA Investors 2006 Fund L.P. and AEA Investors 2006 Fund II L.P. is AEA
Investors Partners 2006 L.P., whose general partner is AEA Management (Cayman) Ltd. Each of GRD Holding GP LLC and AEA Investors LP may be deemed to share beneficial
ownership of the shares of our common stock held of record by GRD Holding LP, but each disclaims beneficial ownership of such shares, as well as of the shares held of record by GRD
Holding-A LP and GRD Holding AEA LLC. Each of GRD Holding-A LLC and AEA Investors LP may be deemed to share beneficial ownership of the shares of our common stock held of
record by GRD Holding-A LP, but each disclaims beneficial ownership of such shares, as well as of the shares held of record by GRD Holding LP and GRD Holding AEA LLC. Each of AEA
Investors 2006 Participant Fund LP, AEA Investors 2006 QP Participant Fund LP, AEA Investors 2006 Fund L.P., AEA Investors 2006 Fund II L.P., AEA Investors 2006
PF LLC, AEA Management LLC, AEA Investors Partners 2006 L.P. and AEA Management (Cayman) Ltd. may be deemed to share beneficial ownership of the shares of our common stock
held of record by GRD Holding AEA LLC, but
-9-
At Home Group
2019 Proxy Statement
Table of Contents
each
disclaims beneficial ownership of such shares, as well as of the shares held of record by GRD Holding LP and GRD Holding-A LP. Dr. John L. Garcia is the chairman and chief
executive officer of AEA Investors LP, the sole member of AEA Management LLC and the sole stockholder and director of AEA Management (Cayman) Ltd. Dr. Garcia may be deemed
to share beneficial ownership of the shares of our common stock held of record by GRD Holding LP, GRD Holding-A LP and GRD Holding AEA LLC, but Dr. Garcia disclaims
beneficial ownership of such shares.
The
address for each of AEA Investors LP, GRD Holding LP, GRD Holding GP LLC, GRD Holding-A LP, GRD Holding-A LLC, GRD Holding AEA LLC, AEA Investors
2006 Participant Fund LP, AEA Investors 2006 QP Participant Fund LP, AEA Investors 2006 PF LLC, AEA Management LLC and Mr. Garcia is c/o AEA Investors LP, 666
Fifth Avenue, 36th Floor, New York, NY 10103. The address for each of AEA Investors 2006 Fund L.P., AEA Investors 2006 Fund II L.P., AEA Investors Partners 2006 L.P. and
AEA Management (Cayman) Ltd. is P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.
-
(2)
-
Based
on a Schedule 13G/A filed with the SEC on February 14, 2019. Represents (i) 924,692 shares of our common stock held of record by SPH GRD
Holdings, LLC, who is the direct stockholder of the shares, which are beneficially owned by Starr Investment Holdings, LLC ("Starr Investments") (SPH GRD Acquisition
Partners, LLC, which is controlled by Starr Investments, is the sole owner of SPH GRD Holdings, LLC); (ii) 4,970,641 shares of our common stock held of record by Starr Investment
Fund II, LLC, who is the direct stockholder of the shares, which are beneficially owned by Starr Investments; and (iii) 398,664 shares of our common stock held of record by SPH CAV
I, LLC, who is the direct stockholder of the shares, which are beneficially owned by Starr Investments. The address for Starr Investments and its affiliates is 399 Park Ave, 17th Floor,
New York, NY 10022.
-
(3)
-
Each
of GRD Holding LP, GRD Holding-A LP and GRD Holding AEA LLC (collectively, the "AEA Funds") is a party to a Second Amended and Restated
Stockholders' Agreement, dated as of July 22, 2016 (the "Stockholders Agreement"), among the Company, SPH GRD Holdings, LLC and Starr Investment Fund II, LLC (Starr and Starr II,
collectively, the "Starr Funds"). The AEA Funds, the Starr Funds and SPH CAV I, LLC have also agreed to coordinate certain private sales. The AEA Funds may be deemed to have or share voting or
investment power over the 924,692 shares held of record by SPH GRD Holdings, LLC, the 4,970,641 shares held of record by Starr Investment Fund II, LLC and the 398,664 shares held by SPH
CAV I, LLC; however, the AEA Funds disclaim beneficial ownership of such shares. The Starr Funds and SPH CAV I, LLC may be deemed to have or share voting power over the 10,536,504 shares
held of record by the AEA Funds; however, the Starr Funds and SPH CAV I, LLC each disclaim beneficial ownership of such shares.
-
(4)
-
Based
on a Schedule 13G filed with the SEC on February 14, 2019. Capital World Investors divisions of CRMC and Capital International Limited
collectively provide investment management services under the name Capital World Investors. The address for Capital World Partners is 333 South Hope Street, Los Angeles, CA 90071.
-
(5)
-
Based
on a Schedule 13G filed with the SEC on February 13, 2019. The securities are beneficially owned, or may be deemed to be beneficially owned, by
FMR LLC, certain of its subsidiaries and affiliates, and other companies. Abigail P. Johnson is a Director, the Chairman and Chief Executive Officer of FMR LLC. The address for
FMR LLC is 245 Summer Street, Boston, MA 02210.
-
(6)
-
Includes
4,510,673 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after April 8, 2019. Also
includes 5,055 shares of common stock held indirectly through the revocable Bird Family Trust. Mr. Bird and his wife serve as the trustees and are the beneficiaries of the revocable Bird Family
Trust.
-
(7)
-
Includes
343,377 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after April 8, 2019.
-
(8)
-
Includes
517,576 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after April 8, 2019. Also
includes 2,260 shares of common stock held indirectly through the revocable Corsa Family Trust of 2006. Mr. Corsa and his wife serve as the trustees and are the beneficiaries of the revocable
Corsa Family Trust of 2006.
-
(9)
-
Includes
112,296 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after April 8, 2019.
-
(10)
-
Includes
56,517 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after April 8, 2019.
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At Home Group
2019 Proxy Statement
Table of Contents
-
(11)
-
Includes
3,488 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after April 8, 2019.
-
(12)
-
Does
not include 8,046,154 shares, 773,427 shares or 1,716,923 shares of common stock held of record by GRD Holding LP, GRD Holding-A LP or GRD
Holding AEA LLC, respectively. Martin C. Eltrich, III is a partner of AEA. Mr. Eltrich serves on our board of directors as a representative of AEA, but disclaims beneficial ownership of
the shares of common stock held of record by GRD Holding LP, GRD Holding-A LP and GRD Holding AEA LLC. The address for Mr. Eltrich is c/o AEA Investors LP,
666 Fifth Avenue, 36th Floor, New York, NY 10103.
-
(13)
-
Includes
56,517 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after April 8, 2019. Also
includes 51,758 shares of common stock held indirectly through the Francis Revocable Trust. Mr. Francis and his wife serve as the trustees and are the beneficiaries of the Francis Revocable
Trust.
-
(14)
-
Includes
56,517 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after April 8, 2019. Also
includes 6,649 shares of common stock held indirectly through the Questrom Family Revocable Trust. Mr. Questrom and his wife serve as the trustees and are the beneficiaries of the Questrom
Family Revocable Trust.
-
(15)
-
Includes
56,517 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after April 8, 2019. Also
includes 36,314 shares of common stock held indirectly through the Larry D Stone Revocable Trust dtd 12/06/1996. Mr. Stone and his wife serve as the trustees and Mr. Stone is the
beneficiary of the Larry D Stone Revocable Trust dtd 12/06/1996.
-
(16)
-
Includes
6,006,257 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after April 8, 2019.
-11-
At Home Group
2019 Proxy Statement
Table of Contents
PROPOSAL 1ELECTION OF CLASS III DIRECTORS
Our Board currently consists of ten members divided into three classes, Class I, Class II, and Class III,
with members of each class serving staggered three-year terms. Three Class III directors are to be elected at the Annual Meeting, each to serve until the 2022 annual meeting of stockholders or
until such director's earlier resignation, retirement or other termination of service.
The
Nominating and Corporate Governance Committee will consider re-nominating incumbent directors who continue to satisfy its criteria for membership on the Board, who it believes will
continue to make important contributions to the Board and who consent to continue their service on the Board. In determining whether to recommend a director for re-election, the Nominating and
Corporate Governance Committee also considers the director's past attendance and participation at meetings, participation in and contributions to the activities of the Board and the Company, the
number of other public and private company boards on which a director candidate serves, any potential or actual conflicts of interest, expertise, experience and willingness to serve actively or other
qualifications and characteristics considered important by the Nominating and Corporate Governance Committee, including to ensure that the Board, as a whole, is appropriately diverse as broadly
defined. In connection with the selection and nomination process, the Nominating and Corporate Governance Committee reviews the desired experience, mix of skills, and other individual and aggregate
qualities and attributes to assure appropriate Board composition, taking into account the current Board members, the specific needs of the Company and the Board and the Board's annual
self-evaluations.
The Board has re-nominated Steve K. Barbarick, Paula L. Bennett and Martin C. Eltrich, III for election as Class III directors at the Annual Meeting for
new three-year terms.
If our stockholders elect these director nominees, then each director will hold office until the 2022 annual meeting of stockholders, or until such
director's successor has been duly elected and qualified, subject to the director's earlier death or resignation or removal. Each of the Board's nominees has consented to be named in this Proxy
Statement and has agreed to serve if elected. Should any nominee be unable to accept nomination or election, the persons named as proxies may vote for a substitute nominee recommended by the Board
and, unless you indicate otherwise on the proxy card, your shares will be voted in favor of such substitute nominee. Alternatively, the Board may leave the position vacant or reduce the size of the
Board.
We
believe each of the Board's nominees meets the qualifications established by the Board for service on our Board and has professional experience in areas that are critical to our
strategy and operations. We also believe that the skills, experience, backgrounds, and attributes of the Board's nominees, combined with those of the remaining directors on the Board, will position
the Board to serve the best interests of our stockholders and the Company.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE ELECTION OF EACH OF THE THREE CLASS III DIRECTOR NOMINEES.
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At Home Group
2019 Proxy Statement
Table of Contents
BOARD MATTERS
The
following table sets forth, as of April 8, 2019, the name and age of each director of the Company, indicating all positions and offices with us currently
held by such director:
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
Term Ending
|
|
|
|
|
|
|
|
Steve K. Barbarick
|
|
51
|
|
Director
|
|
Class III 2019
|
Paula L. Bennett
|
|
69
|
|
Director
|
|
Class III 2019
|
Martin C. Eltrich, III
|
|
46
|
|
Director
|
|
Class III 2019
|
Lewis L. Bird III
|
|
54
|
|
Chairman of the Board and Chief Executive Officer
|
|
Class I 2020
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Elisabeth B. Charles
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55
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Director
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Class I 2020
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Joanne C. Crevoiserat
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55
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Director
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Class I 2020
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Allen I. Questrom
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78
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Director
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Class I 2020
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Wendy A. Beck
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54
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Director
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Class II 2021
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Philip L. Francis
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72
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Director
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Class II 2021
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Larry D. Stone
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67
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Lead Director
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Class II 2021
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Specific Qualifications, Attributes, Skills and Experience to be Represented on the Board
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As
set forth in the Company's Corporate Governance Guidelines, in connection with the selection and nomination process, the Nominating and Corporate Governance
Committee is responsible for reviewing the qualifications of potential director candidates and recommending to the Board those candidates to be nominated for election to the Board. The full Board
monitors the mix of specific experience, qualifications and skills of the directors to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light
of the Company's business and structure. The Board's perspective of the current directors is summarized below. The Nominating and Corporate
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Governance
Committee believes that directors and nominees with the following qualities and experiences can assist in meeting this goal.
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8 of 10 Independent;
Independent Lead Director
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4 of 10 Female Directors
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Average Tenure of
3.7 years
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Executive Leadership
Experience
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Strategic Planning of High
Growth Companies
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Corporate Finance,
Investments, Accounting,
and Financial Reporting
Experience
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9 of 10
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10 of 10
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6 of 10
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Retail Industry Experience
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Marketing, Brand
Management, or Product
Merchandising Expertise
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Global Supply
Chain Expertise
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10 of 10
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9 of 10
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8 of 10
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Public Company Directorships
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5 of 10
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Executive Leadership Experience.
Directors with experience in significant leadership positions
provide our management with perspective in analyzing, shaping and overseeing the execution of operational, organizational and policy issues and addressing enterprise risks at a senior level.
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Strategic Planning of High Growth Companies.
Directors who have backgrounds in strategic
planning for high growth companies can provide insight into our continuing efforts to significantly expand our store base in both existing and new markets in the United States.
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Corporate Finance, Investments, Accounting, and Financial Reporting Experience.
An
understanding of the financial markets, corporate finance, accounting requirements and regulations, and accounting and financial reporting processes allows directors to understand, oversee and advise
our management with respect to the Company's operating and strategic performance, capital structure, financing and investing activities, financial reporting, and internal control of such activities.
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Retail Industry Experience.
Directors with experience in large retail or consumer products
companies can provide operational and strategic advice and oversight to our management.
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Marketing, Brand Management, or Product Merchandising Expertise.
Experience in consumer
marketing, brand management, product merchandising and sales can provide expertise and guidance as our management seeks to increase brand awareness and market to a growing consumer base.
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Global Supply Chain Expertise.
Directors with global expertise can provide business,
regulatory, strategic and cultural perspectives on our global sourcing model to our management.
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Public Company Directorships.
Directors who serve or have served on other public company
boards, as well as on board committees, can offer insights regarding the operation of a board of directors and its fiduciary duties, the relationship between the board of directors and the Chief
Executive Officer and other management personnel, key issues of corporate governance, and regulatory and securities exchange matters, and stockholder relations, and appropriate levels of oversight
regarding a changing mix of strategic, operational, and compliance-related matters.
Director Background and Qualifications
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The
following biographies set forth the business experience during at least the past five years of each Class III director nominee and each director whose term
of office will continue after the Annual Meeting. In addition, the following includes, for each director, a brief discussion of the specific experiences, qualifications, attributes and skills that led
to the conclusion that each director should serve on the Board at this time in light of the goals set forth above.
2019 Class III Director Nominees
Mr. Barbarick
has served as a member of our Board since July 2018.
Biography:
Mr. Barbarick has been President and Chief Operating Officer of Tractor Supply Company since August 2018. Prior to his
promotion to President and Chief Operating Officer of Tractor Supply Company, Mr. Barbarick served as President and Chief Merchandising Officer from May 2016 to August 2018; Executive Vice
President, Chief Merchandising Officer from March 2015 to May 2016; Executive Vice President, Merchandising and Marketing from September 2012 to March 2015; Senior Vice President, Merchandising from
February 2011 to September 2012; Vice President, Merchandising from June 2009 to February 2011; and Vice President and Divisional Merchandise Manager from 2003 to June 2009. Mr. Barbarick
served on the Board of Trustees of National 4-H Council from 2014 to 2017. Mr. Barbarick received a Bachelor of Applied Science from the University of Missouri-Columbia.
Select Qualifications and Experience:
Mr. Barbarick has extensive operations, merchandising and strategic development experience
at a high-growth, chain-store retailer, including through his current executive leadership role at Tractor Supply Company. He also has expertise in other key areas for retail companies, including
branding, marketing, e-commerce, customer engagement and inventory and global supply-chain management. The foregoing qualifications and experience led our Board to conclude that Mr. Barbarick
should continue to serve as a director.
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Ms. Bennett
has served as a member of our Board since July 2018.
Biography:
Ms. Bennett served as President from January 2008 and President and Chief Executive Officer of J.Jill, Inc. from
July 2009 until her retirement in April 2018. Ms. Bennett also served as a member of the J.Jill board of directors from February 2017 to April 2018 and, prior to that, served on the board of
directors of former J.Jill parent companies since July 2009. Prior to joining J.Jill, Ms. Bennett served as President and Chief Executive Officer of a number of portfolio companies of Orchard
Brands Corporation from October 2006 to January 2008. From 2000 through 2005, Ms. Bennett was Chief Operating Officer of Eileen Fisher, Inc. and prior to that was Vice President, Retail
from 1997 to 2000. From 1995 to 1996, she was Vice President of Retail Sales for Calvin Klein Collection at Calvin Klein Inc. From 1987 through 1995, Ms. Bennett held significant
leadership positions at Tiffany & Co., including Vice President of Jewelry Sales, Vice President of Customer Service, Vice President and General Manager of the Fifth Avenue Flagship
store, Vice President of Retail Administration and Vice President of the Trade Division. Ms. Bennett received her Bachelor of Science in Business (formerly Administrative Science) with a major
in Marketing from The Ohio State University Fisher College of Business.
Other Public Company Board Experience:
Director of J.Jill, Inc. from February 2017 to April 2018.
Select Qualifications and Experience:
With over three decades of management experience in the retail industry, Ms. Bennett has
extensive expertise in building brands and operating businesses across retail and direct marketing channels, as well as intensely focusing on the customer experience in a regularly evolving industry.
At J.Jill, Inc., Ms. Bennett was responsible for the strategic planning, leadership,
growth and profitability of the company, and led the initial public offering in March 2017. She also possesses critical insight into our predominantly-female customer base, and expertise in targeting
merchandising trends. The foregoing qualifications and experience led our Board to conclude that Ms. Bennett should continue to serve as a director.
Martin
C. Eltrich, III has served as a member of our Board since October 2011 and as Chairman of our Board from October 2011 to April 2017.
Biography:
Mr. Eltrich is a Partner with AEA Investors LP, which he joined in June 2001, and leads the consumer/retail
investment practice. He currently serves on the board of directors of At Home, 1-800 Contacts, Brand Networks, Melissa & Doug, Traeger Grills, ThreeSixty, and 24 Hour Fitness. Prior to AEA
Investors LP's exit from the investment, Mr. Eltrich also sat on the boards of Acosta, Inc., Burt's Bees, Inc., Cogent HMG, Henry Company, Intermedia Advertising Group,
Shoes for Crews and Tampico Beverages. Before joining AEA Investors LP, Mr. Eltrich was an investment banker covering the consumer products industry at Greenhill & Co. in
New York, joining that firm at its inception in 1996. Prior to Greenhill & Co., Mr. Eltrich was an investment banker in the Consumer Group at Morgan Stanley. Mr. Eltrich
received his Bachelor of Science in Economics from the University of Pennsylvania.
Select Qualifications and Experience:
As leader of the consumer/retail investment practice at AEA Investors LP, Mr. Eltrich
has significant industry expertise, including broad experience from his involvement with numerous other boards of retail and consumer products companies, and particular knowledge and experience in
corporate finance, strategic planning, and investments for the retail sector.
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The
foregoing qualifications and experience led our Board to conclude that Mr. Eltrich should continue to serve as a director. Furthermore, Mr. Eltrich was nominated to our Board by
certain affiliates of AEA Investors LP (collectively, "AEA") pursuant to the Stockholders' Agreement (as defined below). See "Board Matters The Board of
Directors Director Appointment and Nominee Selection Process."
Class I Directors with Terms Expiring in 2020
Mr. Bird
has served as Chairman of our Board since April 2017 and as a member of our Board since December 2012.
Biography:
Mr. Bird has served as our Chief Executive Officer since December 2012 and as President from September 2015 to March
2019. Before joining the Company, Mr. Bird held a variety of leadership positions, most recently serving as Managing Director of The Gores Group from 2011 to 2012, a global private equity firm
that specializes in acquiring and partnering with mature and growing businesses. Prior to this, Mr. Bird served as President of Nike Affiliates for Nike Inc. from 2006 to 2009, Chief
Operating Officer of Gap from 2003 to 2006, and Chief Financial Officer of Old Navy from 2001 to 2003. In addition, he was Vice President of Finance & Operations for Gateway, Inc. from
1999 to 2001, Senior Director of Corporate Finance for AlliedSignal, Inc. from 1998 to 1999, and Director of Finance & Business Management at AlliedSignal Engines from 1996 to 1998. He
has also held various senior financial and strategic positions for Ford Motor Company, and served as Assistant Vice President & Commercial Loan Officer for BayBanks, Inc. Mr. Bird
received his MBA from Olin Graduate School of Business at Babson College and his Bachelor's degree from Ithaca College.
Select Qualifications and Experience:
As our Chief Executive Officer for over five years, Mr. Bird contributes to the Board
critical knowledge regarding day-to-day operations, goals, strategies, performance, effectiveness of the management team, and the corporate culture of At Home. Mr. Bird has also held numerous
other leadership positions in both operations and finance at large chain-store retailers and, through such experience, has developed expertise in strategic planning, corporate finance, investments,
accounting, financial reporting, marketing and global supply chain management for the retail industry. The foregoing qualifications and experience led our Board to conclude that Mr. Bird should
continue to serve as a director.
Ms. Charles
has served as a member of our Board since December 2016.
Biography:
Ms. Charles has been Chief Marketing Officer for Rodan + Fields since November 2017. Prior to this time,
she served as Senior Vice President and General Manager of Old Navy Outlet from November 2016 to August 2017. She also served as Old Navy's Interim Chief Marketing Officer from May to October 2016.
Prior to joining Old Navy, Ms. Charles was Senior Vice President/Chief Marketing Officer, Marketing and Customer Engagement of Athleta from March 2015 through May 2016. From February 2009
through August 2014, Ms. Charles was Senior Vice President, Chief Marketing Officer and Executive Committee Member of Petco Animal Supplies, Inc. Prior to that, she served as Executive
Vice President of Marketing of Victoria Secret Stores from February 2005 through October 2008 and served as its Vice President of Marketing from July 2004 through January 2005. Prior to 2005,
Ms. Charles held a variety of marketing positions with Herbalife International of America, Inc., Ideaforest.com and Tricon
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Restaurants
International. Ms. Charles is currently a member of the advisory board of Origami Logic, which she joined in 2015, and a member of the board and Strategic Plan Committee for
Alliance for Girls, which she joined in December 2017. Ms. Charles received her MBA from the Harvard Graduate School of Business Administration and her Bachelor of Arts in International
Political Economy from the University of California at Berkeley.
Select Qualifications and Experience:
Ms. Charles has over 25 years of marketing experience at significant consumer brands
and has held senior leadership roles at numerous retail companies, including her current position as Chief Marketing Officer of Rodan + Fields. From such experience, Ms. Charles
has significant retail industry expertise in strategic planning, marketing, sales and brand management, consumer products and merchandising. The foregoing qualifications and experience led our Board
to conclude that Ms. Charles should continue to serve as a director.
Ms. Crevoiserat
has served as a member of our Board since January 2019.
Biography:
Ms. Crevoiserat has served as Executive Vice President, Chief Operating Officer of Abercrombie &
Fitch Co. ("A&F") since February 2017 and served as Executive Vice President and Chief Financial Officer of A&F from May 2014 to October 2017. In addition, Ms. Crevoiserat served as
Interim Principal Executive Officer of A&F from June 2016 to February 2017 and was a member of the Office of the Chairman of A&F from October 2015 to February 2017. Prior to joining A&F,
Ms. Crevoiserat served in a number of senior management roles at Kohl's Inc. From June 2012 to April 2014, Ms. Crevoiserat was the Executive Vice President of Finance of Kohl's
and from November 2008 to June 2012, she served as the Executive Vice President of Merchandise Planning and Allocation of Kohl's. Prior to her time with Kohl's, Ms. Crevoiserat held senior
finance positions with Wal-Mart Stores and May Department Stores, including Chief Financial Officer of the Filene's, Foley's and Famous-Barr brands. Ms. Crevoiserat graduated summa cum laude
with a Bachelor of Science in Finance from the University of Connecticut.
Select Qualifications and Experience:
From her current leadership experience at Abercrombie & Fitch Co. as well as her
numerous other management and finance roles at retail companies, Ms. Crevoiserat brings significant knowledge and expertise in the areas of accounting and financial reporting, global supply
chain management, corporate finance, investments and strategic planning of high growth companies in the retail industry. As a result of her financial and accounting expertise, the Board has determined
that she qualifies as a financial expert for service on our Audit Committee. The foregoing qualifications and experience led our Board to conclude that Ms. Crevoiserat should continue to serve
as a director.
Mr. Questrom
has served as a member of our Board since March 2012.
Biography:
Mr. Questrom was Chairman and Chief Executive Officer of Neiman Marcus, Inc. from 1988 to 1990. He was Chairman
and CEO of Federated Department Stores, Inc. (now Macy's) from February 1990 to May 1997. 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. From 2000 through December 2004, he was the Chairman and Chief Executive
Officer of J.C. Penney Company, Inc. Mr. Questrom is a Trustee of Boston University. He
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was
a Senior Advisor for Lee Equity Partners from 2006 to 2017, and previously served as a member of the board of directors of Glazer's Family of Companies, Tailored Brands, Inc., and
InterlLuxe. He is currently on the board of advisors of the Robin Report, providing insight into consumer product industries. Until June 2014, Mr. Questrom was a member of the board of
directors of Sotheby's; until 2013, he was a member of the board of directors of Foot Locker, Inc. Mr. Questrom graduated from Boston University with a Bachelor of Science in Finance and
Marketing.
Other Public Company Board Experience:
Director of Tailored Brands, Inc. from 2013 to 2017 (most recently served as a member of
the Compensation Committee); Director of Sotheby's from 2005 to 2014 (most recently served as a member of the Audit Committee); and Director of Foot Locker, Inc. from 2011 to 2013 (most
recently served as a member of the Compensation and Management Resources and Nominating and Corporate Governance Committees).
Select Qualifications and Experience:
As the former Chief Executive Officer of numerous large department stores, Mr. Questrom has
extensive senior leadership experience, through which he gained significant insight into the consumer product industry, experience in accounting, financial reporting, corporate finance and investments
and expertise in strategic planning and operations, including global supply chain management, marketing, brand management and merchandising. Mr. Questrom also brings knowledge and expertise in
strategic planning, corporate governance, compensation, financial reporting and management oversight through his participation on numerous other public company boards. The foregoing qualifications and
experience led our Board to conclude that Mr. Questrom should continue to serve as a director.
Class II Directors with Terms Expiring in 2021
Ms. Beck
has served as a member of our Board since September 2014.
Biography:
Ms. Beck served as Executive Vice President and Chief Financial Officer for Norwegian Cruise Line Holdings Ltd.
from September 2010 through March 2018, and will remain a consultant to the company through December 2019. Previously, Ms. Beck served as Executive Vice President and Chief Financial Officer of
Domino's Pizza, Inc. from May 2008 to September 2010. Prior to that she served as Senior Vice President, Chief Financial Officer and Treasurer of Whataburger Restaurants, LP from May
2004 through April 2008 and served as their Vice President and Chief Accounting Officer from August 2001 through April 2004. Ms. Beck was also employed at Checkers Drive-In
Restaurants, Inc. from 1993 through July 2001, serving as Vice President, Chief Financial Officer and Treasurer from 2000 through July 2001. Ms. Beck previously sat on the board of
directors and audit committee for Spartan Stores, Inc. She received a Bachelor of Science in Accounting from the University of South Florida and is a Certified Public Accountant.
Other Public Company Board Experience:
Director of Bloomin' Brands Inc. since February 2018 (currently serving as member of the
compensation committee); and Director of SpartanNash Company (formerly Spartan Stores, Inc.) from 2010 to 2013 (most recently served as a member of the audit committee).
Select Qualifications and Experience:
Ms. Beck possesses particular knowledge and experience in accounting, finance, strategic
planning and leadership of other major corporations, including as Chief
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Financial
Officer of public companies. Ms. Beck also has knowledge and expertise in strategic planning, compensation, financial reporting and management oversight through her participation on
numerous other public company boards. As a result of her financial and accounting expertise, the Board has determined that she qualifies as a financial expert for service on our Audit Committee. The
foregoing qualifications and experience led our Board to conclude that Ms. Beck should continue to serve as a director.
Mr. Francis
has served as a member of our Board since May 2015.
Biography:
Mr. Francis most recently served as Chairman of PetSmart, Inc. from 2009 to 2012 and as Chairman and Chief
Executive Officer from 2001 to 2009. Mr. Francis served on the boards of Supervalu, Inc. from 2006 to 2018, PetSmart, Inc. from 1989 to 2013, Cardinal Health, Inc. from
2006 to 2009, and CareFusion Inc. from 2009 to 2015. Mr. Francis received his M.B.A. from Indiana University in Marketing and Management and his Bachelor of Science in Agricultural
Science from University of Illinois at Urbana-Champaign.
Other Public Company Board Experience:
Director of CareFusion, Inc. from 2009 to 2015 (most recently served as Chairman of the
governance and compliance committee and member of the audit committee); and Director of SuperValu from 2006 to 2018 (most recently served as a member of the Compensation and Governance Committees).
Select Qualifications and Experience:
Mr. Francis possesses particular knowledge in strategic planning and operations through his
senior leadership experience at other major corporations. He also has experience serving on the boards of other public companies, including on the audit, compensation and governance committees, which
gives him insight on key issues of strategic planning, corporate governance, compensation, financial reporting and management oversight through his participation on numerous other public company
boards. The foregoing qualifications and experience led our Board to conclude that Mr. Francis should continue to serve as a director.
Mr. Stone
has served as a member of our Board since December 2014 and as Lead Director since July 2018.
Biography:
Mr. Stone served as President and Chief Operating Officer of Lowe's Companies Inc. from December 2006 until his
retirement in June 2011, and before that as Senior Executive Vice President, Merchandising/Marketing of Lowe's Companies, Inc. since 2005. Mr. Stone served as Senior Executive Vice
President, Store Operations for Lowe's Companies from 2003 to 2005, and as Executive Vice President, Store Operations from 2001 to 2003. Mr. Stone has served on the board for Dick's Sporting
Goods, Inc. since 2007 and is the chairman of the compensation committee. He has served on the board for Novant Health System, Inc., a non-profit integrated system of healthcare, since
2011. In addition, he serves as a trustee for Wilkes Community College and previously served on the foundation board for Appalachian State University until 2017. Mr. Stone is a graduate of the
Harvard Business School's Program for Management Development.
Other Public Company Board Experience:
Director of Dick's Sporting Goods, Inc. since 2007 (currently serving as Chairman of the
Compensation Committee).
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Select Qualifications and Experience:
Mr. Stone has considerable expertise in strategic planning, store operations, real estate,
e-commerce, brand management and marketing for the retail industry from his multiple senior leadership positions at Lowe's Companies, Inc. He also brings knowledge and expertise in strategic
planning, compensation, and management oversight through his participation on other public company boards. The foregoing qualifications and experience led our Board to conclude that Mr. Stone
should continue to serve as a director.
The
Board recently undertook its annual review of director independence in accordance with the applicable rules of the New York Stock Exchange ("NYSE"). The
independence rules include a series of objective tests, including that the director is not employed by us and has not engaged in various types of business dealings with us. In addition, the Board is
required to make a subjective determination as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director. In making these determinations, the Nominating and Corporate Governance Committee and the Board reviewed and discussed information provided by the
directors and us with regard to each director's business and personal activities as they may relate to us and our management.
Our
Board has affirmatively determined that Steve K. Barbarick, Wendy A. Beck, Paula L. Bennett, Elisabeth B. Charles, Joanne C. Crevoiserat, Philip L. Francis, Allen I. Questrom, and
Larry D. Stone are independent directors under the rules of the NYSE and the Company's Corporate Governance Guidelines.
The
Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are composed entirely of directors who are independent for Board service. In
addition, after considering all of the relevant facts and circumstances, the Board has determined that each member of the Audit Committee and the Compensation Committee qualifies as independent in
accordance with the additional independence rules established by the SEC and the NYSE for such committees.
Prior
to July 2018, the Company was a "controlled company" under the corporate governance listing standards of the NYSE. As a controlled company, we were exempt from the obligation to
comply with certain NYSE corporate governance requirements, including that a majority of our Board consist of independent directors and that our Compensation Committee and Nominating and Corporate
Governance Committee be fully independent. Following the loss of controlled company status until September 2018, we utilized the transition periods set forth by the NYSE for companies to comply with
such requirements.
General
The Board has general oversight responsibility for our affairs and, in exercising its fiduciary duties, the Board represents and acts on behalf
of the stockholders. Although the Board does not have responsibility for our day-to-day management, it stays regularly informed about our business and provides oversight of and guidance to our
management through periodic meetings and other informal
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communications.
The Board provides critical oversight in, among other things, our strategic planning, risk management, leadership development and succession planning, as well as other functions
carried out through the Board committees as described below.
Board Leadership Structure
Our Board is led by Lewis L. Bird III, the Company's Chairman and Chief Executive Officer. Our Board believes the combined Chairman and Chief
Executive Officer structure facilitates a unified strategic vision to set the overall tone and direction of the Company as well as clear leadership through consistency of communication. As of the loss
of controlled company status in July 2018, the Board created the role of Lead Director and appointed Larry D. Stone to such position for a term of at least one year, and he currently continues to
serve in such capacity. Our Corporate
Governance Guidelines provide that our independent directors shall elect an independent Lead Director whenever the Chairman does not qualify as an independent director of the Board. Our Board believes
that an effective Lead Director, such as Mr. Stone, who has significant and clearly delineated responsibilities as set forth in our Corporate Governance Guidelines, ensures strong, independent
oversight of management and promotes effective governance and Board efficiency.
Under
our Corporate Governance Guidelines, our Lead Director is empowered to:
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Preside over all meetings of the Board at which the Chairman is not present, including any executive sessions of the independent directors or
the non-management directors.
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Assist in scheduling Board meetings, approve meeting schedules, collaborate with the Chief Executive Officer on Board meeting agendas and
approve such agendas and collaborate with the Chief Executive Officer in determining the need for special meetings of the Board.
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Request the inclusion of certain materials for Board meetings and approve all information sent to the Board.
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Communicate to the Chief Executive Officer, together with the Chair of the Compensation Committee, the results of the Board's evaluation of
Chief Executive Officer performance.
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Provide leadership and serve as temporary Chairman or Chief Executive Officer in the event of the inability of the Chairman or Chief Executive
Officer to fulfill his/her role.
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Be available for consultation and direct communication if requested by major stockholders.
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Act as the liaison between the independent or non-management directors and the Chairman, as appropriate.
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Call meetings of the independent or non-management directors when necessary and appropriate.
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Recommend to the Board the retention of consultants and advisors who directly report to the Board, as appropriate.
In
addition, independent directors are the sole members of the Audit, Nominating and Corporate Governance, and Compensation Committees, which collectively oversee critical matters of
the Company such as the integrity of the Company's financial statements, the compensation of executive management, the appointment, nomination and evaluation of directors, and the development and
implementation of the Company's corporate governance policies and structures.
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Board Oversight of Risk Management
The Board oversees the Company's risk management primarily through the following:
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FULL BOARD
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Board review and
approval of management's annual business plan and budget, and review of management's strategic and liquidity plans.
Board review, on at least a quarterly basis, of business
developments, strategic plans and implementation, liquidity, and financial results.
Board leadership of Chief Executive Officer succession planning
and oversight of management succession planning.
Board oversight of capital spending and financings.
Board and committee
executive sessions consisting solely of the non-management and independent directors as described below.
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AUDIT
COMMITTEE
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Audit Committee
oversight of the Company's significant financial risk exposures (including credit, liquidity and legal, regulatory, and other contingencies), accounting and financial reporting, disclosure control and internal control processes, the internal audit
function, and the Company's legal, regulatory, and ethical compliance functions.
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COMPENSATION
COMMITTEE
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Compensation Committee
review and approval regarding executive officer compensation and its alignment with the Company's business and strategic plans, and the review of compensation plans generally and the related incentives, risks and risk mitigants, including
anti-hedging and anti-pledging policies, and a clawback policy for incentive programs.
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NOMINATING AND
CORPORATE
GOVERNANCE
COMMITTEE
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Nominating and
Corporate Governance Committee oversight of Board structure, governance policies, and the self-evaluation assessments conducted by the Board and committees.
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Director Appointment and Nominee Selection Process
The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of potential director nominees and
recommending to the Board those candidates to be nominated for election to the Board, subject to AEA's right to nominate a director to the Board, or to fill any vacancies. The Nominating and Corporate
Governance Committee considers all factors it deems appropriate, which may include (a) ensuring that the Board, as a whole, is appropriately diverse and the extent to which a candidate would
fill a present need on the Board, (b) the Board's size and compositions, (c) our corporate governance policies and any applicable laws,
(d) individual director performance, expertise, experience, and willingness to serve actively, (e) the number of other public and private company boards on which a director candidate
serves, (f) consideration of director nominees properly proposed by third parties with the legal right to nominate directors or by stockholders in accordance with our bylaws, and (g) any
other appropriate factors. The Board monitors the mix of specific experience, qualifications, and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to
perform its oversight function effectively in light of the Company's business and structure. Stockholders may also nominate directors for election at the Company's annual stockholders meeting by
following the provisions set forth in the Company's Second Amended and Restated Bylaws, whose qualifications the Nominating
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Table of Contents
and
Corporate Governance Committee will consider on a substantially similar basis as it considers those of other nominees.
Additionally,
AEA, for so long as it holds an aggregate of at least 10% of our outstanding common stock, is entitled to nominate at least one individual for election to our Board, and
our Board and Nominating and Corporate Governance Committee will nominate and recommend to our stockholders that such individual be elected to our Board, and each party to the Stockholders' Agreement
may be
required to vote all of its shares to elect such individual to our Board. See "Certain Relationships and Related Party Transactions Related Party Transactions
Stockholders' Agreement" for a description of AEA's right to nominate a director. AEA has renominated Martin C. Eltrich, III for election as a Class III director at the Annual Meeting.
In
connection with the resignations of Geoffrey G. Clark and Brian R. Hoesterey and our loss of controlled company status in fiscal 2019, the Nominating and Corporate Governance
Committee conducted a director search process in fiscal 2019 to identify and evaluate potential director appointees. The Nominating and Corporate Governance Committee may rely on multiple sources for
identifying and evaluating non-incumbent nominees, and in connection with the fiscal 2019 director search process, engaged a leading third-party search firm, Russell Reynolds Associates. Following a
detailed process that included review of the mix of specific experience, qualifications, and skills of the Company's directors and consideration of multiple potential appointees, the Nominating and
Corporate Governance Committee and the Board determined to increase the size of our Board from nine directors to ten directors, and appoint Mr. Barbarick, Ms. Bennett and
Ms. Crevoiserat to replace Mr. Clark and Mr. Hoesterey and to fill the vacancy created by the increase in our Board size. See "Board Matters Specific
Qualifications, Attributes, Skills and Experience to be Represented on the Board" and "Board Matters Director Background and Qualifications."
Meetings of the Board and Committees
The Board and its committees meet throughout the year at regularly scheduled meetings, and also hold special meetings and act by written
consent as appropriate. The non-management directors hold regularly scheduled executive sessions to meet without management present and independent directors meet in an executive session without
management or affiliated directors present at least once per year. Such sessions are led by Mr. Stone, our Lead Director, since his appointment in July 2018. Prior to Mr. Stone's
appointment, Mr. Eltrich was informally selected to lead executive sessions of the non-employee directors, and Mr. Stone was informally selected to lead executive sessions of the
independent directors.
Directors
are expected to make best efforts to attend all Board meetings, all meetings of the committee or committees of the Board of which they are a member, and the annual meeting of
stockholders. Attendance by telephone or videoconference is deemed attendance at a meeting. The Board met four times during fiscal 2019. In fiscal 2019, each of our incumbent directors attended at
least 75%, in aggregate, of the meetings of the Board and all committees of the Board on which he or she served. Each director then in office attended our 2018 annual meeting of stockholders, other
than Mr. Clark, Mr. Eltrich, and Mr. Hoesterey.
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At Home Group
2019 Proxy Statement
Table of Contents
The
Board has established committees to help carry out its duties. Each of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance
Committee operates under a written charter approved by the Board, copies of which are available on our website at investor.athome.com. Each committee may form subcommittees of one or more of its
members for any purpose that such committee deems appropriate and may delegate to such subcommittees such power and authority as the committee deems appropriate. Each committee shall periodically
review any delegations and may revoke any such delegation at any time.
The
following table sets forth the standing committees of the Board and their members as of the date of this Proxy Statement, as well as the number of meetings each committee held
during fiscal 2019. Messrs. Bird, Eltrich and Questrom do not serve on any standing committees.
|
|
|
|
|
|
|
Director
|
|
Audit
Committee
|
|
Compensation
Committee
|
|
Nominating and Corporate
Governance Committee
|
|
|
|
|
|
|
|
Steve K. Barbarick
(1)
|
|
✓
|
|
|
|
|
Wendy A. Beck
|
|
Chair
|
|
|
|
|
Paula L. Bennett
(1)
|
|
|
|
|
|
✓
|
Lewis L. Bird III
|
|
|
|
|
|
|
Elisabeth B. Charles
|
|
|
|
✓
|
|
|
Joanne C. Crevoiserat
(2)
|
|
✓
|
|
|
|
|
Martin C. Eltrich, III
(3)
|
|
|
|
|
|
|
Philip L. Francis
(4)
|
|
|
|
✓
|
|
Chair
|
Allen I. Questrom
|
|
|
|
|
|
|
Larry D. Stone
(5)
|
|
|
|
Chair
|
|
✓
|
|
|
|
|
|
|
|
Number of Meetings
|
|
7
|
|
6
|
|
4
|
-
(1)
-
Mr. Barbarick
and Ms. Bennett were appointed to the Board in July 2018 to fill the vacancies following the Board approving an increase in its size and
the resignation of Geoffrey G. Clark (who served on the Compensation and Nominating and Corporate Governance Committees in fiscal 2019 until his resignation) and were simultaneously appointed to the
Compensation Committee and Nominating and Corporate Governance Committee, respectively. Mr. Barbarick served on the Compensation Committee until January 2019, when he became an Audit Committee
member.
-
(2)
-
Ms. Crevoiserat
was appointed to the Board in January 2019 to fill a vacancy created by the resignation of Brian R. Hoesterey in September 2018 (who
served on the Compensation Committee until his resignation) and was simultaneously appointed to the Audit Committee.
-
(3)
-
Martin
C. Eltrich, III served as Chair of the Compensation and Nominating and Corporate Governance Committees until his resignation from such committees in September
2018.
-
(4)
-
Mr. Francis
was appointed Chair of the Nominating and Corporate Governance Committee following Mr. Eltrich's resignation from such committee in
September 2018. Mr. Francis served as a member of the Audit Committee in fiscal 2019 and until he became a member of the Compensation Committee in January 2019.
-
(5)
-
Mr. Stone
previously served as a member of the Compensation Committee in fiscal 2019 and was appointed Chair of the Compensation Committee following
Mr. Eltrich's resignation from such committee in September 2018. Mr. Stone served as a member of the Audit Committee until January
2019.
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At Home Group
2019 Proxy Statement
Table of Contents
|
|
|
AUDIT
COMMITTEE
|
|
The principal responsibilities of the Audit Committee are to assist the Board in fulfilling its oversight of:
The quality and integrity of the Company's financial statements.
The integrity and adequacy of the Company's auditing, accounting and financial reporting processes and internal control systems.
Compliance with legal and regulatory requirements, including internal controls and whistle-blower procedures.
The
engagement, qualifications, performance and independence of the Company's independent registered public accounting firm.
The performance of the Company's internal audit function.
The Company's enterprise risk management framework and its policies and procedures for risk management.
The Board has determined that each of Ms. Beck, the Chair of our Audit Committee, and Ms. Crevoiserat, a member of our Audit Committee, qualifies as an "audit committee financial expert" within the meaning of regulations adopted by
the SEC. The designation or identification of a person as an "audit committee financial expert" does not impose upon such person any duties, obligations or liabilities that are greater than those generally imposed on such person as a member of the
Audit Committee.
|
|
|
|
COMPENSATION
COMMITTEE
|
|
The principal responsibilities of the Compensation Committee are to:
Review and approve corporate goals and objectives relevant to
compensation of the Chief Executive Officer, evaluate the Chief Executive Officer's performance in light of those goals and objectives, and determine and approve the Chief Executive Officer's compensation level based on this evaluation.
Evaluate and determine the compensation of the other executive officers with input from the Chief Executive Officer.
Establish, amend, modify, or terminate the Company's incentive compensation and equity-based plans, qualified retirement plans, health or welfare plans, deferred compensation
plans, and any other benefit plan, or make recommendations to Board with respect thereto.
Review and discuss with management the Company's "Compensation
Discussion and Analysis" and produce a compensation committee report.
For information concerning policies and procedures relating to the consideration and determination
of executive compensation, including the role of the Compensation Committee, its compensation consultant and the Compensation Committee's report concerning Compensation Discussion and Analysis, see "Compensation Discussion and Analysis" and
"Compensation Committee Report" and "Role of Compensation Consultant" below.
|
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At Home Group
2019 Proxy Statement
Table of Contents
|
|
|
NOMINATING AND
CORPORATE
GOVERNANCE
COMMITTEE
|
|
The principal responsibilities of the Nominating and Corporate Governance Committee are to:
Identify individuals qualified to become directors, consistent
with the criteria approved by the Board and select director nominees for the next annual meeting of stockholders or to fill vacancies.
Develop and recommend to the Board the Corporate
Governance Guidelines.
Recommend members of the Board to serve on and chair committees.
Oversee the annual evaluations of
the Board and its committees.
Assist the Board in assessing the independence of the members of the Board and its committees and other committee qualifications.
Take a leadership role in developing and shaping the corporate governance of the Company.
See
"Proposal 1 Election of Class III Directors" and "Board Matters The Board of Directors Director Appointment and Nominee Selection Process" above for a description of the experience, mix of skills and other
criteria that the Nominating and Corporate Governance Committee considers in the director nomination process.
|
Role of Compensation Consultant
Our Compensation Committee has the authority to engage an external independent compensation consultant to assist in the evaluation of executive
compensation. The Compensation Committee determined to re-engage Pearl Meyer & Partners ("Pearl Meyer") as its independent compensation consultant for fiscal 2019 and approved the terms of such
engagement. Representatives of Pearl Meyer are invited to attend various Compensation Committee meetings.
As
part of its compensation consulting services for fiscal 2019, Pearl Meyer analyzed and made recommendations regarding our compensation peer group, provided an analysis of the
compensation programs of our peer group, conducted compensation benchmarking against our peer group and, in light of such information, provided advice regarding the compensation programs for our
senior management (including potential new hires) and independent directors, including recommendations regarding the mix of stock and stock option awards for fiscal 2019. Pearl Meyer reports to the
Compensation Committee Chair and has direct access to Compensation Committee members, and periodically interfaces with members of the Compensation Committee. Pearl Meyer does not provide any other
services to the Company. The Compensation Committee has assessed the independence of Pearl Meyer pursuant to applicable SEC and NYSE rules, and concluded that Pearl Meyer's work for the Compensation
Committee did not raise any conflict of interest for fiscal 2019.
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At Home Group
2019 Proxy Statement
Table of Contents
Corporate Governance Guidelines
We believe that good corporate governance helps to ensure that the Company is managed for the long-term benefits of our stockholders. We
regularly review and consider our corporate governance policies and practices, the SEC's corporate governance rules and regulations, and the corporate governance listing standards of the NYSE. We have
adopted Corporate Governance Guidelines that provide a framework for the governance of the Company as a whole and describe the principles and practices that the Board follows in carrying out its
responsibilities. The Corporate Governance Guidelines address, among other things, the composition, structure, and policies of the Board and its committees, the responsibilities and authority of our
Chairman and Lead Director, director qualification standards, expectations and responsibilities of directors, management succession planning, the evaluation of Board performance, principles of Board
compensation, and communications with stockholders and non-management directors. The Corporate Governance Guidelines are reviewed by the Nominating and Corporate Governance Committee from time to time
to ensure that they effectively promote the best interests of both the Company and the Company's stockholders and that they comply with all applicable laws, regulations, and NYSE requirements. The
Corporate Governance Guidelines are available on our website at investor.athome.com.
Majority Voting Policy.
In March 2019, our Board amended our Corporate Governance Guidelines to include a policy to be followed if any
nominee for director receives a greater number of votes "withheld" from his or her election than votes "for" such election. In such event, the applicable director must promptly tender his or her
resignation, conditioned on Board acceptance, following certification of the stockholder vote; provided, however, that this does not apply when the number of individuals nominated for election exceeds
the number of directors to be elected, including as a result of a proxy contest. The Nominating and Corporate Governance Committee will consider the resignation offer and, within 60 days
following certification of the stockholder vote, recommend to the Board whether to accept such resignation. The Board will act on the Committee's recommendation within 90 days following
certification of the stockholder vote. The Board will promptly disclose in reasonable detail its decision and rationale regarding the acceptance or rejection of the resignation, as applicable, in a
widely disseminated press release, in a filing with the SEC or by other widely disseminated public announcement. If a director's resignation is accepted by the Board, the Board may either fill the
resulting vacancy or decrease the size of the Board.
Overboarding Restrictions.
The Corporate Governance Guidelines, as amended by Board in March 2019, provide that directors are expected
not to serve on more than five public company boards (including the Company's) and members of the Audit Committee are expected not to serve on more than three public company audit committees
(including the Company's) unless they receive specific approval from the Board. The Corporate Governance Guidelines also provide that a director who is a chief executive officer of a public company
cannot serve on the board of directors of more than two public companies (including the Company's, but excluding the board of such person's employer). In fiscal 2019, the Board did not approve any
exceptions to this policy and there are no such exceptions in effect.
Annual Performance Evaluations.
The Corporate Governance Guidelines further provide that the Board conduct a self-evaluation at least
annually to determine whether it and its committees are functioning effectively. In addition, the Corporate Governance Guidelines provide that each committee
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At Home Group
2019 Proxy Statement
Table of Contents
conduct
a self-evaluation and compare its performance to the requirements of its charter. These reviews focus on the Board and its committees as a whole, and not on individual directors, unless
circumstances otherwise warrant. The Nominating and Corporate Governance Committee oversees the annual performance evaluation process and reports the results to the Board.
Succession Planning.
The Corporate Governance Guidelines further provide that the Board oversee and approve succession planning relating
to the CEO and other executive officers that is developed by management at least annually. The Board has delegated oversight of succession planning to the Nominating and Corporate Governance
Committee. The succession planning process for executive officers is designed to assist the Board in understanding the Company's readiness and the related transition risks for a crisis as well as a
planned transition, and to oversee the development of strong leadership. The Chief Executive Officer periodically provides the Board with an assessment of key executive officers for potential
succession and discusses potential sources of external candidates.
Code of Business Conduct and Ethics
We have adopted a code of ethics applicable to all of our directors, officers (including our principal executive officer, principal financial
officer, and principal accounting officer), and employees, known as the Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics is available on our website at investor.athome.com.
In the event that we amend or waive certain provisions of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer, or principal accounting
officer that require disclosure under applicable SEC rules, we will disclose the same on our website.
No Pledging or Hedging of Company Securities
Our Securities Trading Policy is designed to insulate the Company and its directors, officers, employees, and specified other persons from
sanctions for insider trading, as well as to prevent any appearance of improper conduct by any such persons. Our Securities Trading Policy specifically prohibits all directors and executive officers
of the Company from effecting hedging transactions (such as short sales, put options, call options, or other derivative securities), holding securities in a margin account, or otherwise pledging
securities as collateral for a loan or hedging or similar monetization related to the Company's securities.
Executive Compensation Clawback Policy
We adopted a clawback policy in February 2019. In the event that the Board or a committee determines that any fraud, negligence or intentional
misconduct by a current or former executive officer of the Company (who was serving as executive officer on or after the adoption date) was a significant contributing factor to the Company having to
restate all or a portion of its financial statements, the clawback policy empowers the Board or committee to recover any cash or equity-based incentive compensation granted, earned or paid to such
executive officer of the Company and to prevent the recurrence of such fraud, negligence or intentional misconduct to the fullest extent permitted by governing law. The Board or committee thereof has
discretion whether to seek recoupment taking into account any factors deemed appropriate, including but not limited to the likelihood of success, whether recoupment could prejudice the interests of
the Company, the passage of time since the conduct and any related pending legal proceedings.
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At Home Group
2019 Proxy Statement
Table of Contents
Stockholder Engagement
It is a priority of the Company and the Board to maintain an active dialogue with our stockholders. Each year, the Company interacts with its
stockholders through various engagement activities, including at various industry conferences, non-deal roadshows, and one-on-one meetings and calls. The Company conducts regular engagement with the
Company's stockholders to discuss business performance, strategy, and other key matters. We believe these interactions provide us with useful feedback and allow us to better understand our
stockholders' perspectives.
Stockholder Communication to the Board
Any stockholder or interested party who desires to communicate with the Board or any specific director, including non-management directors in
their capacity as members of the Board or a committee, may write to General Counsel and Corporate Secretary, At Home Group Inc., 1600 East Plano Parkway, Plano, Texas 75074, who will forward
such communications to the appropriate party. Such communications may be done confidentially or anonymously. If a stockholder does not wish to have the communication screened, the stockholder should
indicate that the material sent by the stockholder be delivered unopened to the person or persons to whom it is addressed.
To
submit concerns regarding accounting, internal accounting controls, or auditing matters, stockholders and other interested persons may also call the Company's toll free, confidential
hotline (1-877-861-5311). Employees may submit such concerns on a confidential and anonymous basis. Communications made through the confidential hotline and certain communications to the Board to
the extent relating to accounting, internal accounting controls, or auditing matters will be reviewed by the Audit Committee in accordance with procedures established by the Audit Committee with
respect to such matters.
Independent
directors of the Board receive a mix of cash and equity-based compensation. The compensation mix is intended to encourage independent directors to continue
Board service, further align the interests of the Board and stockholders, and attract new independent directors with outstanding qualifications.
Fiscal 2019 Independent Director Compensation Program
In April 2018, the Board revised the independent director compensation for fiscal 2019 following the recommendation of the Compensation
Committee. The Compensation Committee, in making such recommendations, adjusted the compensation to remain aligned with market practices and management's compensation philosophy for executive
compensationtargeting to benchmark cash compensation at approximately the 50
th
percentile of the peer group and equity at
approximately the 75
th
percentile of the peer group. In connection with its review, the Compensation Committee utilized peer group benchmarking (using the same peer group used for
named executive officer compensation), general industry data and related information from Pearl Meyer.
-30-
At Home Group
2019 Proxy Statement
Table of Contents
The
following table sets forth the compensation program for independent directors in effect during fiscal 2018 and 2019.
|
|
|
|
|
|
|
Fiscal 2018 ($)
|
|
Fiscal 2019 ($)
|
|
|
|
|
|
Annual cash retainer:
|
|
|
|
|
Board
|
|
65,000
|
|
70,000
|
Additional annual cash retainers:
|
|
|
|
|
Lead Director
(1)
|
|
|
|
50,000
|
Audit Committee Chair
|
|
15,000
|
|
20,000
|
Compensation Committee Chair
|
|
12,000
|
|
15,000
|
Nominating and Corporate Governance Committee Chair
|
|
10,000
|
|
10,000
|
Annual grant of restricted stock units (grant date fair value)
|
|
100,000
|
|
120,000
|
-
(1)
-
Approved
in June 2018 in connection with the creation of the Lead Director position.
The
Company also reimburses expenses associated with attendance at Board meetings for all directors. The Company does not provide any perquisites to its independent directors.
Restricted Stock Units.
Grants of restricted stock units to independent directors are made under the 2016 Equity Incentive
Plan (as amended from time to time, the "2016 Equity Plan"). Each independent director receives the annual grant of restricted stock units during the first quarter of each fiscal year, as of the
regularly scheduled Board meeting; provided, that any newly appointed or elected independent director shall be granted a pro rata portion of such restricted stock units as of the date of initial
appointment. The restricted stock units vest in full on the first anniversary of the grant date (or earlier in the event of termination of the director by the Company without cause on or within one
year following a change in control) subject to the director's continued service to the Company through such vesting date. The restricted stock units will be settled in shares of Company common stock
within thirty days following the vesting date. Except as set forth in the prior sentence, the restricted stock units will be forfeited in the event of termination of service prior to the vesting date.
Restricted stock units generally may not be sold, transferred, pledged, or otherwise disposed of or hypothecated.
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At Home Group
2019 Proxy Statement
Table of Contents
Fiscal 2019 Director Compensation Table
The table below sets forth the compensation of each non-employee director in fiscal 2019, excluding Mr. Bird whose compensation is
covered in the Summary Compensation Table for fiscal 2019. Directors appointed during the fiscal year receive a pro rata portion of the cash and equity retainers.
|
|
|
|
|
|
|
Name
|
|
Fees Earned or Paid in
Cash ($)
|
|
Restricted Stock Unit
Awards ($)(1)(2)
|
|
Total
($)
|
|
|
|
|
|
|
|
Steve K. Barbarick(3)
|
|
40,833
|
|
70,014
|
|
110,847
|
Wendy A. Beck
|
|
90,000
|
|
119,991
|
|
209,991
|
Paula L. Bennett(3)
|
|
40,833
|
|
70,014
|
|
110,847
|
Elisabeth B. Charles
|
|
70,000
|
|
119,991
|
|
189,991
|
Geoffrey G. Clark(4)(8)
|
|
|
|
|
|
|
Joanne C. Crevoiserat (5)
|
|
5,833
|
|
5,845
|
|
11,678
|
Martin C. Eltrich, III(8)
|
|
|
|
|
|
|
Philip L. Francis
|
|
75,000
|
|
119,991
|
|
194,991
|
Brian R. Hoesterey(6)(8)
|
|
|
|
|
|
|
Allen I. Questrom
|
|
70,000
|
|
119,991
|
|
189,991
|
Larry D. Stone(7)
|
|
106,667
|
|
119,991
|
|
226,658
|
|
|
|
|
|
|
|
Total
|
|
499,166
|
|
745,828
|
|
1,244,994
|
-
(1)
-
Represents
the aggregate grant date fair value of the restricted stock units, equal to the closing price of the Company's common stock on the grant date multiplied
by the number of restricted stock units, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC 718"). The closing prices per share of
our common stock on the following grant dates were: April 3, 2018, $31.56; July 11, 2018, $38.01; January 16, 2019, $20.51. The Company does not pay fractional restricted stock
units.
-
(2)
-
As
of January 26, 2019, non-employee directors held the following options and restricted stock units: Mr. Barbarick, 1,842 restricted stock units;
Ms. Beck, 3,802 restricted stock units and options to purchase 56,517 shares of common stock; Ms. Bennett, 1,842 restricted stock units; Ms. Charles, 3,802 restricted stock units
and options to purchase 3,488 shares of common stock; Ms. Crevoiserat, 285 restricted stock units; Mr. Francis, 3,802 restricted stock units and options to purchase 56,517 shares of
common stock, Mr. Questrom, 3,802 restricted stock units and options to purchase 56,517 shares of common stock; and Mr. Stone, 3,802 restricted stock units and options to purchase 56,517
shares of common stock.
-
(3)
-
Appointed
to the Board in July 2018.
-
(4)
-
Resigned
from the Board in July 2018.
-
(5)
-
Appointed
to the Board in January 2019.
-
(6)
-
Resigned
from the Board in September 2018.
-
(7)
-
Appointed
as Lead Director of the Board in July 2018.
-
(8)
-
Messrs. Clark,
Eltrich, and Hoesterey were appointed to the Board by our Sponsors (as defined in "Certain Relationships and Related Party
TransactionsRelated Party Transactions") and do not receive any individual compensation for their services as directors.
Non-Employee Director Equity Ownership Guidelines
The Board adopted non-employee director equity ownership guidelines in June 2017 to further align the interests of stockholders and directors.
Non-employee directors are expected to achieve and maintain ownership of equity with a total value equal to three times such director's annual cash retainer for Board service (excluding any additional
cash or equity retainer fees). Non-employee directors are expected to initially satisfy such guidelines within a five-year initial compliance period. As of the Record Date, all non-employee directors
in service were either in compliance with the guidelines or within the compliance period and making appropriate progress. The current guidelines are available on our website at investor.athome.com.
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At Home Group
2019 Proxy Statement
Table of Contents
EXECUTIVE OFFICERS
The following table sets forth, as of April 8, 2019, the name and age of each executive officer of the Company,
indicating all positions with us currently held by such executive officer:
|
|
|
|
|
Name
|
|
Age
|
|
Title
|
|
|
|
|
|
Lewis L. Bird III
|
|
54
|
|
Chairman of the Board and Chief Executive Officer
|
Peter S.G. Corsa
|
|
50
|
|
Chief Operating Officer and President
|
Jeffrey R. Knudson
|
|
44
|
|
Chief Financial Officer
|
Wendy L. Fritz
|
|
49
|
|
Chief Merchandising Officer
|
Sumit Anand
|
|
40
|
|
Chief Information Officer
|
Mary Jane Broussard
|
|
59
|
|
General Counsel and Corporate Secretary
|
Elizabeth A. Galloway
|
|
40
|
|
Chief Human Resources Officer
|
Norman E. McLeod
|
|
56
|
|
Chief Development Officer
|
Ashley F. Sheetz
|
|
44
|
|
Chief Marketing Officer
|
Executive Officer Backgrounds
|
Set
forth below are descriptions of the backgrounds of each executive officer of the Company as of April 8, 2019. See "Board Matters
Director Background and Qualifications" for biographical and other information regarding Lewis L. Bird III.
Peter S. G. Corsa
has served as Chief Operating Officer since December 2016 and President since March 2019. He joined the Company as
Chief Stores Officer in March 2013. Prior to joining the Company, Mr. Corsa served as Vice President of KSL Resorts from 2011 to 2013, which operates luxury resorts throughout the United
States. Before this, he served as Executive Vice President of Retail for Stuart Weitzman from 2006 to 2011. In addition, he served as Senior Director of Store Operations for Gap from 2004 to 2006,
Senior Director of Loss Prevention for Old Navy from 2002 to 2003, and Director of Store Operations for Old Navy from 1999 to 2002. Mr. Corsa received his MBA from St. Mary's College of
California and his Bachelor's degree in Political Science from the University of California, Santa Barbara.
Jeffrey R. Knudson
has served as our Chief Financial Officer since September 2018. Mr. Knudson most recently served as Senior Vice
President, Finance and Retail Controller for CVS Health Corporation from January 2012 to September 2018. Prior to that, he served as Vice President of Finance and Accounting at CVS Caremark, a
subsidiary of CVS Health Corporation, from July 2008 to December 2011, Director, Treasury/Mergers and Acquisitions at Limited Brands, Inc. from October 2006 to June 2008, and held various
positions, including Director, Mergers and Acquisitions, at Express Scripts, Inc. from March 2001 to September 2006. Mr. Knudson began his career with PricewaterhouseCoopers LLP
and holds a B.S.B.A. in Accountancy from the University of San Diego.
Wendy L. Fritz
has served as our Chief Merchandising Officer since June 2018. Prior to joining the Company, Ms. Fritz served as
the Senior Vice President of Hardlines Merchandising for Dick's Sporting Goods from 2017 to 2018. Prior to this, she was the CEO of the Category Management Association from 2015 to 2017.
Ms. Fritz held various positions with Best Buy, a leading consumer electronics retailer, from June 1995 to October 2015, most recently serving as the Senior Vice President of Strategy and
Growth from 2013 to 2015. During her time at Best Buy, she also held the positions of Senior Vice President of Retail from 2012 to 2013, Senior Vice President of Merchandising from 2008 to 2012, Vice
President of Merchandising from 2000 to 2008 as well as Director, Senior Buyer and Buyer roles. She served on the board of the Greater Minneapolis Crisis Nursery from 2010 to 2017 and received her
Bachelor's degree in English from the University of Wisconsin Eau Claire.
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At Home Group
2019 Proxy Statement
Table of Contents
Sumit Anand
has served as our Chief Information Officer since July 2018. Prior to joining the Company, Mr. Anand was the Senior
Vice President of Information Technology from 2015 to 2018 at Signet Jewelers, a large specialty jewelry retailer in the United States, Canada and United Kingdom. In that role, Mr. Anand was
responsible for several capability areas, including stores, e-commerce and
omni-channel. In addition, he served as an executive in the digital retail practice of Accenture from 2007 to 2015. Mr. Anand received his Masters of Science Information
Systems from University of Colorado.
Mary Jane Broussard
has served as our General Counsel since March 2014 and our Corporate Secretary since September 2015. Prior to that
role, she served as our Vice President, Legal Counsel since June 2013. Prior to joining us, Ms. Broussard was a partner with Brown McCarroll, L.L.P. (a regional law firm based in Dallas,
TX) from 1993 to 2013, and an associate with the same firm from 1987 to 1993. Prior to her legal career, Ms. Broussard was a Certified Public Accountant with a national accounting firm from
1982 to 1984. Ms. Broussard received both her Juris Doctorate and Bachelor of Business Administration from the University of Texas at Austin.
Elizabeth A. Galloway
has served as our Chief Human Resources Officer since August 2018. Prior to joining At Home, Ms. Galloway
held various leadership positions with PepsiCo, most recently serving as Vice President of Human Resources leading the Global IT Human Resources Organization. Previously, Ms. Galloway led the
Total Rewards function of PepsiCo's European and Sub-Saharan Africa sector and was Senior HR Director for PepsiCo's North American Beverages sector. Prior to PepsiCo, Ms. Galloway held human
resource leadership roles at leading brands such as Owens Corning and Marathon Petroleum Company. Ms. Galloway received both her Masters of Science in Industrial Labor Relations and Bachelor of
Science in Business Administration from West Virginia University.
Norman E. McLeod
has served as our Chief Development Officer since October 2013. Prior to joining the Company, Mr. McLeod most
recently served as Vice President of Development and Real Estate for FedEx Office, a subsidiary of FedEx Corporation, from 2004 to 2013. Prior to this, Mr. McLeod was with YUM!
Brands, Inc. from 1992 to 2004, most recently serving as Director of Development. In addition to this role, he also served as National Director of Construction, Franchise Development Director,
Market Planning, Director of Special Projects and Equipment, and Development Manager. Prior to these roles, Mr. McLeod served as Director of Construction for Turnkey Construction Company from
1991 to 1992, and as a Staff Engineer and Project Manager for Mobil Oil Corporation from 1986 to 1991. Mr. McLeod received his Bachelor's degree in Civil Engineering from Texas Tech University.
Ashley F. Sheetz
has served as our Chief Marketing Officer since January 2017. Prior to joining the Company, Ms. Sheetz served as
Chief Marketing Officer, Group Vice President at Sally Beauty Holdings, Inc. from March 2014 to January 2017. At Sally Beauty, Ms. Sheetz was responsible for repositioning and rebranding
the company, upgrading the omni-channel experience, growing the e-commerce business through direct P&L ownership, and overhauling the loyalty and CRM programs. Prior to joining Sally Beauty in 2014,
Ms. Sheetz held various marketing leadership positions from 2008 through 2014 with GameStop, most recently serving as Chief Marketing Officer, Vice President. In this role, she focused on
long-term growth and introducing new businesses and store concepts while managing a staff across brand, consumer insights, promotions, loyalty, and CRM functions. Prior to GameStop, Ms. Sheetz
held leadership roles with various advertising agencies working on national brand accounts. Ms. Sheetz was with DDB Dallas/Tracy Locke from 2000 to 2008, TM Advertising from 1997 to 2000 and
Publicis Dallas from 1996 to 1997. Ms. Sheetz currently serves as a member of the Board of Directors of Springs Window Fashions. She also serves on the Board of Directors for the Dallas Habitat
for Humanity. Ms. Sheetz received her bachelor's degree in Advertising from the University of Texas at Austin and a Graduate Finance Certificate from the SMU Cox School of Business.
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At Home Group
2019 Proxy Statement
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis ("CD&A") describes the philosophy, objectives, process, and components of our fiscal
2019 executive compensation program for the following executive officers (collectively, the "named executive officers"):
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Name
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Title
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Executive Officer /Employment
History with Company
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Lewis L. Bird III
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Chairman of the Board and Chief Executive Officer
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CEO since December 2012 and President from September 2015 to March 2019
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Jeffrey R. Knudson
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Chief Financial Officer
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CFO since September 2018
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Judd T. Nystrom
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Former Chief Financial Officer
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CFO from September 2013 until September 2018, and thereafter was an employee through January 2019
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Peter S.G. Corsa
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Chief Operating Officer and President
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President since March 2019, COO since December 2016 and an employee since March 2013
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Wendy L. Fritz
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Chief Merchandising Officer
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CMO since June 2018
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Ashley F. Sheetz
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Chief Marketing Officer
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CMO since January 2017
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Executive Summary
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Page 35
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Key Features and Purposes of Compensation Elements
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Page 40
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Advisors Utilized in Determination of Executive Compensation
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Page 41
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Fiscal 2019 Compensation Determinations
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Page 42
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Other Equity-Related Policies
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Page 47
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Tax and Accounting Implications
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Page 47
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Fiscal 2019 Performance Highlights
Fiscal 2019 marked another year of exceptional growth and achievement for At Home. Net sales grew 23% to $1.166 billion, marking five
consecutive years and 19 consecutive quarters of at least 20% sales growth. Comparable store sales increased 2.7% over the prior year and culminated in our 20th consecutive quarter of growth.
The exceptional performance of both new and existing stores enabled reinvestment in the business, as well as meaningful progress related to our strategic initiatives to drive earnings growth.
Compensation Philosophy and Objectives
The Company's compensation program for named executive officers is designed to attract and retain high-performing executive leaders who drive
its long-term success and increase stockholder value. The program provides a market-competitive base salary and performance-based short- and long-term incentive compensation. The Compensation
Committee regularly reviews the named executive officer
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At Home Group
2019 Proxy Statement
Table of Contents
compensation
program to ensure the fulfillment of our compensation philosophy and goals. The key principles and objectives underlying our compensation philosophy are the
following:
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Provide a range of base compensation that is established on market analysis with individual levels aligned with experience, knowledge and
performance.
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Create a "pay-for-performance" focus through the use of annual and long-term incentives, linking the Company business strategy and financial
and stock performance.
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Provide the opportunity for above-market total compensation upon the achievement of performance significantly above target performance.
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Set annual and long-term performance goals that are clearly communicated and understood.
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Grant equity awards to align long-term interests with those of our stockholders, to reward long-term performance, and to assist retention.
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Utilize cash and equity inducements for new hires where appropriate to recruit executive talent.
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Execute employment agreements with severance benefits, as well as non-competition and confidentiality restrictions, to retain talent due to
significant competition among retail peers.
The
Compensation Committee utilizes peer group benchmarking for the named executive officers to position base salary and bonus approximating 50
th
percentile of the
market, and long-term incentives approximating 75
th
percentile of the market. The Compensation Committee intends to set each compensation component within 25% of such market
positioning, while remaining flexible to achieve its overall philosophy. See "Advisors Utilized in Determination of Executive Compensation Independent Compensation
Consultant" for information regarding the peer group utilized for fiscal 2019.
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At Home Group
2019 Proxy Statement
Table of Contents
Key Features of Our Executive Compensation Programs
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What We Do
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What We Don't Do
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Utilize peer group benchmarking
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Ø
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Strict prohibition on hedging and pledging
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Retain independent compensation consultant
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Ø
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Limited use of perquisites
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Stock ownership guidelines for executive officers adopted in 2019
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Ø
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No guaranteed or discretionary bonuses, excluding limited new hire inducement
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Executive compensation clawback policy adopted in 2019
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Ø
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No repricing or replacement of underwater stock options
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Pay-for-performance bonus plan based on objective Company measures and fixed caps
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Ø
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No defined benefit, supplemental executive retirement or nonqualified deferred compensation plans
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Oversight to confirm no undue risk in compensation programs
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Ø
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No tax gross-ups, except for limited new hire inducement and for annual wellness exam
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Change of control double-trigger equity awards generally (except the stock options to our CEO and special transition stock options, each awarded in fiscal 2019)
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Incentive Compensation Programs
Consistent with recent years, the Compensation Committee established the Management Bonus Plan for fiscal 2019 with two performance measures
with specified weighting. The Company's performance for the fiscal year determines the achievement multiple through the use of an achievement table, which is established annually by the Compensation
Committee. Each named executive officer's bonus is equal to such person's bonus target (based upon a percentage of base salary) multiplied by the bonus multiplier.
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At Home Group
2019 Proxy Statement
Table of Contents
In lieu of participation in the annual equity program and the transition equity awards noted below, the Board granted nonqualified options to
purchase 1,988,255 shares of common stock to Mr. Bird on June 12, 2018. The Board utilized various peer group and market data and otherwise consulted with Pearl Meyer, received advice
from legal counsel and considered the general viewpoints of key institutional stockholders regarding similar awards. Following comprehensive and thoughtful consideration of the appropriate size and
structure over many months, the Board concluded that this grant was appropriate and consistent with the Company's long-term business and compensation goals. The Board determined to use stock options
as the appropriate vehicle to be consistent with the Company's historical equity grant programs, as well as to ensure there was a transparent and easily understood measure of the overall value to
stockholders, i.e. stock price appreciation, driven by Mr. Bird's leadership.
The
purpose of the award was to provide significant retention benefits, further align the interests of Mr. Bird with those of our stockholders and motivate his continued
long-term stewardship of the Company's brand, talent base and reputation. As of the grant date, the equity awards previously granted to Mr. Bird, both prior to and at the time of the Company's
initial public offering in 2016, had each fully vested. In light of these prior awards being fully vested, the Board determined that it was desirable and in the best interest of the Company to provide
a significant new equity grant to Mr. Bird to continue to provide him with meaningful incentives for sustained performance, the proceeds of which will become available to Mr. Bird over
time, and to continue to align Mr. Bird's interests with those of the Company's stockholders. The Board does not intend to provide any additional equity grant to Mr. Bird until at least
2022.
The
stock options vested immediately on June 12, 2018, the grant date, and have a seven-year term. The special option grant has been designed with a focus on retention in the
near term and incentives for the next several years, with transferability restrictions lapsing on the fourth anniversary of the grant date, to the extent Mr. Bird remains an employee of the
Company on such date, or earlier if he
experiences a qualifying termination event or a change in control is consummated prior to such date. If Mr. Bird is not an employee of the Company as of the fourth anniversary of the grant date
(other than due to a qualifying termination event and assuming a change in control has not previously been consummated) the underlying shares will be subject to transfer restrictions until the eighth
anniversary of the grant date. While the transfer restrictions remain in place, any restricted shares delivered upon exercise of such award are subject to a clawback at the lesser of cost and the
then-fair market value of such shares in the event Mr. Bird breaches any restrictive covenants to which he is bound in favor of the Company. By separating award vesting from removal of transfer
restrictions, we continue to tie a substantial portion of Mr. Bird's wealth generation opportunity to increased share value over an extended time horizon.
In August 2016, the Board granted performance-based stock options to certain named executive officers in connection with the Company's initial
public offering. Such stock options were subject to market-based vesting conditions based on the achievement of specified closing share price targets. No equity awards were issued in fiscal 2018.
Annual Equity Award Program.
Beginning in fiscal 2019, the Board determined to implement an annual equity award program for executive
officers and other key employees, other than Mr. Bird, to address retention and incentive objectives. Around the time of such determination, the 2016 awards had
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At Home Group
2019 Proxy Statement
Table of Contents
been
earned in part and were expected to vest in full in the near term (which occurred as of May 23, 2018). The annual equity program includes the grant of restricted stock units (approximately
25% of the annual equity grant in fiscal 2019) and nonqualified stock options (approximately 75% of the annual equity grant in fiscal 2019). The annual equity awards vest in equal installments on each
of the first three anniversaries of the applicable grant date, subject to earlier vesting in connection with certain terminations of service within one year of a change in control, as further
described in "Named Executive Officer Compensation TablesPotential Payments Upon Termination or Change in Control as of January 26, 2019".
Transition Equity Awards.
To assist in retention in connection with the transition from the historical use of special equity grants to an
annual equity program, the Board granted a one-time special equity award to executive officers and other key employees, other than Mr. Bird, in fiscal 2019 of nonqualified stock options. The
transition stock options vest in equal annual installments on each of the third and fourth anniversaries of the grant date, subject to earlier vesting in connection with a change in control, as
further described in "Named Executive Officer Compensation TablesPotential Payments Upon Termination or Change in Control as of January 26, 2019".
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At Home Group
2019 Proxy Statement
Table of Contents
Key Features and Purposes of Compensation Elements
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The
following table sets forth how each component of fiscal 2019 compensation was intended to satisfy one or more of the Board's compensation philosophy and
objectives.
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Element
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Pay Philosophy/Objectives
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Components
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Key Features
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Base Salary
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Incentivizes achievement of
individual performance goals
Attracts employees in a competitive market
Preserves employee's commitment during downturns in our industry and/or equity markets generally
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Cash-based
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Initially established in
employment agreement
Annual
review based on peer group benchmarking, with individual levels aligned with experience, knowledge, performance, internal pay equity and future growth
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Bonus
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"Pay-for-performance" focus,
linking the Company's business strategy and financial performance
Short-term incentive
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Cash-based
Adjusted EBITDA (75% weighted) and
comparable store sales growth (25% weighted)
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Bonus target as percentage
of base salary
Company
performance metrics:
Adjusted EBITDA, 0-170% multiplier
Comparable store sales growth, 0-200% multiplier
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Perquisites
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Competitive benefit package
to attract and retain executives
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Includes financial planning
allowance, annual wellness exam, relocation benefits with related tax-gross up for new hires, and 401k matching contribution
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Specified benefits targeted
generally to matters that indirectly benefit the Company
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Equity Award CEO
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"Pay-for-performance" focus,
linking the Company's business strategy and stock performance
Align long-term interests with stockholders
Long-term retention and incentive
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100% stock
options
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Immediately vested, with
specified long-term transfer restrictions on stock received upon exercise
Board intention not to grant additional equity to CEO until at least 2022
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Annual Equity Award Other Persons
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"Pay-for-performance" focus,
linking the Company's business strategy and stock performance
Align long-term interests with stockholders
Multiple award types provide diverse incentives restricted stock units provide full value on grant that serves retention needs, while
stock options are solely focused on upside and therefore value creation
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25% restricted stock units
75% stock
options
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3-year pro rata
vesting
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Transition Equity Award Other Persons
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"Pay-for-performance" focus,
linking the Company's business strategy and stock performance
Align long-term interests with stockholders
To assist in retention in connection with the transition from the historical use of special equity grants to an annual equity program
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100% stock
options
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50% vested on each of
3
rd
and 4
th
anniversaries
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Employment Agreements / Severance
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Retention of talent due to
significant competition among retail peers
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Inducement benefits
including guaranteed bonus, sign-on bonus, and/or equity award in initial hiring year
Severance benefits
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Establishes target
compensation in initial year of employment
Non-competition, non-solicitation and confidentiality restrictions
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At Home Group
2019 Proxy Statement
Table of Contents
Advisors Utilized in Determination of Executive Compensation
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Management
In determining the compensation of named executive officers other than Mr. Bird, the Compensation Committee receives significant input
from Mr. Bird, and leadership in the human resources department. Mr. Bird has the most involvement in, and knowledge of, the Company's business goals, strategies and performance, the
overall effectiveness of the management team and each person's individual contribution to the Company's performance. Other key leaders also provide valuable context for the Company's human capital
management efforts as well as an understanding of peer and general market practices regarding compensation. For each named executive officer other than Mr. Bird, Mr. Bird presents a
compensation recommendation, which is reviewed by the Chairperson of the Compensation Committee and presented to such Committee. No person provides input with respect to his or her own compensation.
Management also provides the Committee with information regarding the individual's experience, current performance, potential for advancement, and other subjective factors. The Committee retains the
discretion to modify the recommendations of management and reviews such recommendations for their reasonableness based on individual and Company performance as well as market information.
The
Compensation Committee works with management to set the agenda for Committee meetings, and Mr. Bird is invited regularly to attend such meetings. The Committee also meets
regularly in executive session to discuss compensation issues generally outside the presence of management, as well as to review the performance and determine the compensation of Mr. Bird.
Independent Compensation Consultant
The Compensation Committee determined to re-engage Pearl Meyer & Partners ("Pearl Meyer") as its independent compensation consultant for
fiscal 2019 and approved the terms of such engagement. Representatives of Pearl Meyer are invited to attend various Compensation Committee meetings. Among other matters, Pearl Meyer provided
recommendations on an appropriate peer group, peer group benchmarking regarding target annual compensation for all named executive officers, as well as detailed information on alternatives for the
design and implementation of the named executive officer compensation program. Pearl Meyer also provided recommendations on inducements for new executives hired in fiscal 2019.
Fiscal 2019 Peer Group.
Based on the advice of Pearl Meyer and members' extensive experience with compensation
practices in other businesses, the
Compensation Committee determined that the following companies were comparable (based on revenue, revenue growth, market capitalization and industry, as well as subjective considerations such as
business fit) for purposes of evaluating the fiscal 2019 compensation program and the target annual compensation for named executive officers. The peer group has been reviewed and updated annually in
recent years due to the Company's high-growth rate of revenue and Adjusted EBITDA.
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At Home Group
2019 Proxy Statement
Table of Contents
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Chico's FAS,
Inc.
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Kirkland's Inc.*
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Sleep Number
Corporation*
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Dave & Busters
Entertainment, Inc.*
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La-Z-Boy
Incorporated
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The Container Store Group,
Inc.*
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Five Below,
Inc.
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Ollie's Bargain Outlet
Holdings, Inc.
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The Michaels Companies,
Inc.
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Floor &
Décor Holdings, Inc.
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Party City
Holdco Inc.
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Williams-Sonoma,
Inc.
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Haverty Furniture
Companies, Inc.
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Pier 1 Imports,
Inc.*
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Herman Miller,
Inc.
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RH
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*Represents companies that were included in the fiscal 2019 peer group, but were removed for the fiscal 2020 peer group. New fiscal 2020
peer group companies include Aaron's Inc., Carter's Inc., DSW Inc. and Ulta Beauty, Inc.
Fiscal 2019 Compensation Determinations
|
We
compensate our named executive officers through a combination of base salary, annual cash bonuses, sign-on bonuses, long-term equity incentives, and other benefits
as described below.
Base Salary
Base salaries are reviewed on an annual basis. Base salaries for our named executive officers in fiscal 2019 were determined pursuant to the
terms of each executive officer's employment agreement, or as otherwise increased at the discretion of the Compensation Committee primarily based on peer group benchmarking as well as internal pay
equity and individual performance factors. Base salaries for our named executive officers were not revised in fiscal 2018.
Mr. Bird and Mr. Nystrom.
In fiscal 2019, Mr. Bird and Mr. Nystrom received an annual base salary
increase effective
March 25, 2018.
Mr. Knudson and Ms. Fritz.
The base salaries of Mr. Knudson and Ms. Fritz were established in
connection with their
hiring in September 2018 and June 2018, respectively.
Mr. Corsa and Ms. Sheetz.
Mr. Corsa and Ms. Sheetz each received an annual base salary increase
effective
March 25, 2018, as well as an additional base salary increase effective September 23, 2018. Mr. Corsa's additional increase was due to internal pay equity and benchmarking data,
and Ms. Sheetz's additional increase was due to the competitiveness of the local market for her position. Mr. Corsa was promoted to President in March 2019, which promotion did not
impact his compensation for fiscal 2019.
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At Home Group
2019 Proxy Statement
Table of Contents
The
following table sets forth the base salaries in effect for the named executive officers during fiscal 2018 and 2019.
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Name
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February 2017
March 2018 ($)
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March 2018
September 2018 ($)
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September 2018
January 2019 ($)
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Lewis L. Bird III
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700,000
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800,000
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800,000
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Jeffrey R. Knudson
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450,000
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450,000
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Judd T. Nystrom
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400,000
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450,000
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450,000
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Peter S.G. Corsa
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400,000
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475,000
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500,000
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Wendy L. Fritz
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500,000
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500,000
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Ashley F. Sheetz
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350,000
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370,000
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400,000
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Fiscal 2019 Management Bonus Plan
Bonus targets are set as percentages of base salaries (based on the base salary actually paid in such fiscal year). In fiscal 2019, the
Compensation Committee did not revise the bonus targets as a percentage of base salary, but the dollar amount of the bonus targets increased due to the aforementioned changes in base salaries. The
earned bonus is determined by the bonus target multiplied by an earned multiplier based on performance metrics.
Consistent
with recent years, the Compensation Committee set the following two Company performance measures for purposes of payments under the Management Bonus Plan for fiscal 2019:
(i) Adjusted EBITDA versus the financial plan for the fiscal year, which comprises 75% of the achievement calculation, and (ii) comparable store sales growth versus the financial plan
for the fiscal year, which comprises 25% of the achievement calculation. The achievement multiple for the Adjusted EBITDA component is 50% for threshold performance, 100% for target performance and to
170% for maximum performance. The achievement multiple for the comparable store sales growth component is 50% for threshold performance, 100% for target performance and to 200% for maximum
performance. For both components, there is a linear increase in the achievement multiple between threshold and target performance, and a separate but linear increase in the achievement multiple
between target and maximum performance.
The
Compensation Committee utilizes the same definitions of Adjusted EBITDA and comparable store sales growth as are used for purposes of the Company's earnings releases furnished to
stockholders. Adjusted EBITDA is defined as net income before interest expense, net, loss from early extinguishment of debt, income tax (benefit) provision and depreciation and amortization, adjusted
for the impact of certain other items as defined in our debt agreements. In connection with the June 2018 grant of nonqualified stock options to our Chief Executive Officer, as a result of the
immediate vesting of the grant, the Company recognized the full amount of the associated non-cash equity compensation expense in the second quarter of fiscal 2019, which is excluded from the Company's
calculation of Adjusted EBITDA per the foregoing definition.
Comparable
store sales means the change in period-over-period net sales for the comparable store base, beginning with stores on the second day of the sixteenth full fiscal month
following the store's opening. When a store is being relocated or remodeled, the Company excludes sales from that store in the calculation of comparable store sales until the first day of the
sixteenth full fiscal month after it reopens. Comparable store sales growth refers to the sum of the increase in comparable store sales for each of the current and preceding fiscal years. Management
and the Board use these performance metrics to assess the Company's performance, to evaluate the effectiveness of business strategies, to make budgeting decisions and to compare the Company's
performance against that of other peer companies using similar measures.
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At Home Group
2019 Proxy Statement
Table of Contents
The following table presents the threshold, target and maximum performance goals, actual performance and the earned bonus multipliers for performance
measures
for purposes of payments under the fiscal 2019 Management Bonus Plan, with the combined result equal to an earned bonus multiplier of 100.7% for fiscal 2019. Both target performance metrics were
established based on the Company's financial plan for fiscal 2019.
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Adjusted EBITDA
75% weighting
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Comparable Store Sales Growth
25% weighting
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Threshold Performance
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$160.9 million
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0.10%
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Target Performance
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$194.4 million
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3.5%
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Maximum Performance
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$216.9 million
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6.5%
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Actual Performance
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$196.0 million
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2.68%
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Earned Multiplier
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78.7%
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22.0%
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Mr. Knudson and Ms. Fritz.
The earned bonuses for Mr. Knudson and Ms. Fritz were calculated on a
pro rata basis based on
their hiring date. Further, for fiscal 2019, the Knudson Agreement (as defined below) provided that his annual bonus will not be less than $180,000, conditioned on his continued employment through the
payment date of annual bonus amounts. His earned pro rata bonus was not above the guaranteed amount and, therefore, he received $180,000.
The
following table sets forth the target and earned bonuses of the named executive officers in fiscal 2019.
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Name
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% of Base Salary Paid in Fiscal 2019
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Earned Bonus ($)
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Lewis L. Bird III
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100%
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786,235
|
Jeffrey R. Knudson
|
|
60%
|
|
180,000
|
Judd T. Nystrom(1)
|
|
60%
|
|
258,769
|
Peter S.G. Corsa
|
|
60%
|
|
282,928
|
Wendy L. Fritz
|
|
60%
|
|
174,320
|
Ashley F. Sheetz
|
|
60%
|
|
226,807
|
-
(1)
-
Mr. Nystrom's
bonus for fiscal 2019 was paid in connection with the Nystrom Separation Agreement (as defined below) and is included in "All
Other Compensation" in the Summary Compensation Table.
Subject
to agreement otherwise, an employee must be employed on the bonus payment date to be eligible to receive a bonus. The fiscal 2019 bonus was paid on April 12, 2019.
Sign-on Bonus
Ms. Fritz.
In addition to participation in the fiscal 2019 Management Bonus Plan, Ms. Fritz received a
sign-on bonus of $100,000 as of
her hire date in fiscal 2019, which was subject to repayment if she resigned or was terminated by the Company without Cause (as defined below) on or before April 12, 2019.
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At Home Group
2019 Proxy Statement
Table of Contents
Equity Awards
CEO Equity Award.
In lieu of participation in the annual equity program and the transition equity awards noted below,
on June 12, 2018, the
Board granted options to purchase 1,988,255 shares of common stock to Mr. Bird. The nonqualified stock options vested immediately on June 12, 2018, the grant date, and have a seven-year
term. However, the shares resulting from the exercise of the stock options are generally subject to transfer restrictions that lapse on the fourth or eighth anniversary of the grant date, subject to
certain service conditions. See "Key Features of Our Executive Compensation Programs CEO Equity Award" above for more information.
Annual Equity Award Program.
Beginning in fiscal 2019, the Board determined to implement an annual equity award
program for executive officers and
other key employees, other than Mr. Bird. The annual equity program includes the grant of restricted stock units (approximately 25% of the annual equity grant in fiscal 2019) and nonqualified
stock options (approximately 75% of the annual equity grant in fiscal 2019). The number of restricted stock units granted was determined by dividing the dollar value of the annual restricted stock
unit award by the closing price of the common stock on the grant date. The number of shares underlying such stock options was determined by dividing the dollar value of the stock option award by the
grant date fair value of the stock option on the grant date using the Black-Scholes option pricing model. The annual equity awards vest in equal installments on each of the first three anniversaries
of the applicable grant date.
Transition Equity Awards.
To assist in retention in connection with the transition from the historical use of special
equity grants to an annual
equity program, in fiscal 2019, the Board granted a one-time special equity award of nonqualified stock options to executive officers and other key employees, other than Mr. Bird. The
transition stock options vest in equal annual installments on each of the third and fourth anniversaries of the grant date.
The
aggregate grant date fair value of the annual restricted stock units and the annual and transition stock option awards in fiscal 2019 for each named executive officer were as
follows.
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Annual Restricted
Stock Units
($)
|
|
|
Annual Stock
Options
($)
|
|
|
Transition Stock Options
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey R. Knudson
|
|
|
180,005
|
|
|
539,976
|
|
|
1,749,957
|
|
Judd T. Nystrom
|
|
|
179,987
|
|
|
540,172
|
|
|
1,750,536
|
|
Peter S.G. Corsa
|
|
|
189,991
|
|
|
570,179
|
|
|
2,000,615
|
|
Wendy L. Fritz
|
|
|
169,993
|
|
|
510,058
|
|
|
1,500,200
|
|
Ashley F. Sheetz
|
|
|
92,502
|
|
|
277,591
|
|
|
750,236
|
|
The
Board granted the equity awards to Mr. Nystrom, Mr. Corsa and Ms. Sheetz on April 3, 2018. For Mr. Knudson and Ms. Fritz, the annual equity
awards and transition stock options were granted in connection with their hiring.
See
"Potential Payments Upon Termination or Change in Control" for a description of the terms related to the treatment of the fiscal 2019 equity awards granted to the named executive
officers (except Mr. Bird) regarding accelerated vesting for a change in control and certain termination events.
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At Home Group
2019 Proxy Statement
Table of Contents
Other Compensation
Perquisites.
The Company provides each named executive officer with perquisites to indirectly benefit the Company,
including a financial planning
allowance, an annual wellness exam (with a tax-gross up), and relocation benefits (with a tax-gross up) for new hires. The Compensation Committee believes these benefits are competitive with similarly
situated peer companies and are appropriately limited.
401(k) Plan.
The Company maintains, and the named executive officers participate in, a tax-qualified 401(k) retirement
savings plan. Each
participant may contribute to the plan through payroll deductions, up to 100% of his or her salary and bonus limited to the maximum allowed by the Internal Revenue Service regulations. The Company
provides employer "safe harbor" matching contributions to all participants, including the named executive officers, equal to 100% of salary deferrals up to 3% of a participant's compensation and 50%
of salary deferrals thereafter up to 5% of a participant's compensation.
Employment Agreements and Severance Agreement
Employment Agreements.
During fiscal 2019, the Company was party to employment agreements with each of the named
executive officers. See "Named
Executive Officer Compensation Tables Summary Compensation Table for Fiscal 2019, 2018 and 2017 Narrative to Summary Compensation Table" and
"Potential Payments Upon
Termination or Change in Control" for a description of the material terms of the employment agreements, including specified payments in connection with certain termination events.
In
fiscal 2019, Mr. Knudson and Ms. Fritz each entered into employment agreements with the Company in connection with their respective employment.
Severance Agreement Mr. Nystrom.
Mr. Nystrom resigned as Chief Financial Officer effective
September 28,
2018, and remained as an employee of the Company through January 2, 2019. In connection with his resignation, he executed the Nystrom Separation Agreement. Pursuant to the Nystrom Separation
Agreement, Mr. Nystrom received $37,500 per month through the termination date and severance in the aggregate amount of $2,258,769, consisting of:
-
-
$258,769, representing an unprorated bonus for fiscal 2019 based on Mr. Nystrom's target bonus percentage and in consideration of actual
performance, as determined in the same manner as annual bonuses for other executive officers for fiscal 2019 were determined by the Compensation Committee in accordance with the Management Bonus Plan.
-
-
$2 million, upon confirmation that Mr. Nystrom fulfilled his transition responsibilities and upon a release of claims, which was
paid in full on February 1, 2019.
In
addition, Mr. Nystrom's outstanding equity incentive grants will continue to be governed by the terms and conditions of the Company's various equity incentive award
agreements. See "Named Executive Officer Compensation Tables Potential Payments Upon Termination or Change in Control as of January 26,
2019 2016 Equity Plan" for further information regarding Mr. Nystrom's outstanding equity awards.
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At Home Group
2019 Proxy Statement
Table of Contents
Other Equity-Related Policies
|
Executive Officer Equity Ownership Guidelines
The Compensation Committee adopted executive officer equity ownership guidelines in February 2019 to further align the interests of
stockholders and executives. Executive officers are expected to achieve and maintain ownership of equity with a total value equal to a multiple of such executive's base salary as
follows:
-
-
Chief Executive Officer 5x
-
-
Chief Operating Officer, Chief Financial Officer and Chief Marketing Officer 3x
-
-
All other executive officers 1x
Executives
are expected to initially satisfy such guidelines within a five-year initial compliance period. As of the Record Date, all executive officers in service were either in
compliance with the guidelines or within the compliance period and making appropriate progress. The current guidelines are available on our website at investor.athome.com.
Timing and Pricing of Equity-Based Grants
The Compensation Committee and the Board do not coordinate the timing of equity-based grants to executive officers with the release of material
non-public information. Annual equity grants are generally made in the first quarter of each fiscal year during an open window period; new hire equity grants are generally made as of the hire date.
In
accordance with the 2016 Equity Plan, the exercise price of each option is the closing price for the Company's common stock on the date approved by the Compensation Committee or the
Board to be the grant date (which date is not earlier than the date the Compensation Committee or the Board approved such grant). Except in connection with certain changes in capitalization or a
corporate transaction involving the Company, the Compensation Committee may not take actions that would constitute a repricing of stock options or SARs without satisfying the applicable stockholder
approval requirements of NYSE. In particular, the 2016 Equity Plan prohibits direct repricings (lowering the exercise price of a stock option or the base price of a SAR) and indirect repricings
(cancelling an outstanding stock option or SAR and granting a replacement or substitute stock option or SAR with a lower exercise or base price, or otherwise exchanging such awards for cash, stock
options, SARs or other award).
Tax and Accounting Implications
|
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") generally prohibits public companies from taking a tax
deduction for compensation paid in excess of $1,000,000 to certain executive officers. Prior to its amendment as implemented by the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), Section 162(m)
of the Code provided an exception from the compensation deduction limitations for compensation that was considered "qualified performance-based compensation" under the applicable regulations.
Section 162(m) of the Code also provides that a company that becomes public in
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At Home Group
2019 Proxy Statement
Table of Contents
connection
with an initial public offering is exempt from applying the compensation deduction limitations for a specified period of time following its initial public offering (the "IPO Transition
Period"). The Tax Act's amendment of Section 162(m) of the Code, among other things, eliminated, beginning in 2018, the exception to the compensation deduction limitations for "qualified
performance-based compensation," other than in limited circumstances. The IPO Transition Period was not impacted by the Tax Act's amendments to Section 162(m) of the Code.
The
Company completed its initial public offering in August 2016 and is currently operating within its IPO Transition Period with respect to its amended and restated annual bonus plan
(the "Annual Bonus Plan"). The IPO Transition Period with respect to the 2016 Equity Plan ended in fiscal 2019. While the 2016 Equity Plan currently includes certain provisions that had been intended
to allow the Compensation Committee, following the expiration of the Company's IPO Transition Period, to grant awards that could be considered "qualified performance-based compensation" for purposes
of Section 162(m) of the Code, the Tax Act's amendments to Section 162(m) of the Code have made these provisions inapplicable for such purposes. Accordingly, any performance awards
granted under the 2016 Equity Plan following the expiration of the Company's IPO Transition Period to employees covered by Section 162(m) of the Code, as amended, will be subject to the
compensation deduction limitations set forth in Section 162(m) of the Code. Although the Annual Bonus Plan and the 2016 Equity Plan were designed with tax considerations in mind, the
Compensation Committee retains the flexibility to authorize compensation that may not be deductible if the Compensation Committee believes doing so is in the best interests of the Company.
Nonqualified Deferred Compensation
Section 409A of the Code generally imposes an additional 20% income tax, as well as interest and penalties, on recipients of deferred
compensation that does not comply with Section 409A of the Code. "Deferred compensation" for this purpose generally consists of compensation to which an individual has a legally binding right
in a taxable year and which is to be paid in a later taxable year. In addition to the taxes, interest and penalties, deferred compensation that does not comply with Section 409A of the Code may
be required to be taken into income earlier than is intended. The Company believes that its compensation arrangements comply with, or are exempt from, the requirements of Section 409A.
Change in Control Payments
If a company makes "parachute payments," Section 280G of the Code prohibits the company from deducting the portion of the parachute
payments constituting "excess parachute payments" and Section 4999 of the Code imposes on a "disqualified individual" a 20% excise tax on the excess parachute payments. For this purpose,
parachute payments generally are defined as payments to disqualified individuals that are contingent upon a change in control in an amount equal to or greater than three times the disqualified
individual's base amount (i.e. in general, the five-year average Form W-2 compensation). The excess parachute payments, which are nondeductible and subject to a 20% excise tax, equal the
portion of the parachute payments that exceeds one times the disqualified individual's base amount.
Each
of the named executive officers has an employment agreement with the Company that entitles him or her to payments upon the termination of his or her employment, including in
connection with a change of control that may qualify as excess parachute payments. The Company's 2016 Equity Plan may entitle participants to payments in connection with a change in control that may
result in excess parachute payments. In accordance with the Bird Agreement (as defined below) and the equity award agreements with each of the other named executive officers, if any payments or
benefits to which he or she would be entitled to receive pursuant to the terms of the applicable agreement or otherwise in connection with a change in the ownership or effective control of the Company
would result in all or a portion of such
-48-
At Home Group
2019 Proxy Statement
Table of Contents
payments
or benefits being deemed "parachute payments" under Section 280G of the Code and the excise tax imposed by Section 4999 of the Code, such payments and benefits will be reduced
to the minimum extent necessary so that they would not result in the imposition of an excise tax under Section 4999 of the Code, provided that no reduction will be made if the named executive
officer would receive a greater net after-tax amount absent such reduction.
Other
The Company does not pay tax gross-ups or other reimbursement payments with respect to the excise tax imposed on any person as a result of the
application of Sections 4999 or 409A of the Code.
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At Home Group
2019 Proxy Statement
Table of Contents
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis in this Proxy Statement with
management, including the Chief Executive Officer. Based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in
the Company's Annual Report and this Proxy Statement for the Annual Meeting.
This
report has been furnished by the members of the Compensation Committee of the Board:
|
|
|
|
|
Compensation Committee
|
|
|
Larry D. Stone, Chair
Elisabeth B. Charles
Philip L. Francis
|
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Compensation Committee is or has been an officer or an employee of the Company. None of our
executive officers serves, or since the beginning of fiscal 2019 has served, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any
entity that has one or more executive officers serving on our Board or Compensation Committee.
-50-
At Home Group
2019 Proxy Statement
Table of Contents
NAMED EXECUTIVE OFFICER COMPENSATION TABLES
Summary Compensation Table for Fiscal 2019, 2018 and 2017
|
The
following table sets forth the compensation paid to or earned by the named executive officers that is attributable to services performed during the fiscal years
ended January 26, 2019, January 27, 2018, and January 28, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal
Position
|
|
|
Fiscal
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)(1)
|
|
|
Option
Awards
($)(2)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)(3)
|
|
|
All Other
Compensation
($)(4)
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lewis L. Bird III
|
|
|
2019
|
|
|
784,615
|
|
|
|
|
|
|
|
|
41,474,999
|
|
|
786,235
|
|
|
43,941
|
|
|
43,089,790
|
|
Chairman and
|
|
|
2018
|
|
|
700,000
|
|
|
|
|
|
|
|
|
|
|
|
935,200
|
|
|
37,042
|
|
|
1,672,242
|
|
Chief Executive Officer
|
|
|
2017
|
|
|
700,000
|
|
|
|
|
|
|
|
|
7,934,319
|
|
|
800,100
|
|
|
71,749
|
|
|
9,506,168
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey R. Knudson
Chief Financial Officer
|
|
|
2019
|
|
|
148,875
|
|
|
180,000
|
|
|
180,005
|
|
|
2,289,933
|
|
|
|
|
|
54,817
|
|
|
2,853,630
|
|
Judd T. Nystrom
|
|
|
2019
|
|
|
412,899
|
|
|
|
|
|
179,987
|
|
|
2,290,708
|
|
|
|
|
|
2,286,814
|
|
|
5,170,408
|
|
Former Chief
|
|
|
2018
|
|
|
400,000
|
|
|
|
|
|
|
|
|
|
|
|
320,640
|
|
|
26,244
|
|
|
746,884
|
|
Financial Officer
|
|
|
2017
|
|
|
400,000
|
|
|
|
|
|
|
|
|
2,578,654
|
|
|
274,320
|
|
|
36,553
|
|
|
3,289,527
|
|
Peter S.G. Corsa
|
|
|
2019
|
|
|
472,115
|
|
|
|
|
|
189,991
|
|
|
2,570,794
|
|
|
282,928
|
|
|
27,459
|
|
|
3,543,287
|
|
Chief Operating
|
|
|
2018
|
|
|
400,000
|
|
|
|
|
|
|
|
|
|
|
|
320,640
|
|
|
26,469
|
|
|
747,109
|
|
Officer and President
|
|
|
2017
|
|
|
392,308
|
|
|
|
|
|
|
|
|
1,983,580
|
|
|
267,726
|
|
|
35,792
|
|
|
2,679,406
|
|
Wendy L. Fritz
Chief Merchandising Officer
|
|
|
2019
|
|
|
307,745
|
|
|
100,000
|
|
|
169,993
|
|
|
2,010,258
|
|
|
174,320
|
|
|
94,457
|
|
|
2,856,773
|
|
Ashley F. Sheetz
Chief Marketing Officer
|
|
|
2019
|
|
|
377,308
|
|
|
|
|
|
92,502
|
|
|
1,027,827
|
|
|
226,807
|
|
|
32,367
|
|
|
1,756,811
|
|
-
(1)
-
Represents
the aggregate grant date fair value of stock awards, equal to the closing price of the Company's common stock on the grant date multiplied by the number
of shares of common stock subject to the award, in accordance with ASC 718. All stock awards in fiscal 2019 were restricted stock units granted under the 2016 Equity Plan.
-
(2)
-
Represents
the aggregate grant date fair value of stock options in accordance with ASC 718. All option awards in fiscal 2019 were granted under the 2016 Equity Plan.
The Company uses the Black-Scholes option pricing model to determine the grant date fair value of stock options, including valuation assumptions that are specified in
Note 15Stock-Based Compensation of our financial statements included in our annual report on Form 10-K for fiscal 2019 filed with the SEC on March 27, 2019.
-
(3)
-
For
fiscal 2019, represents annual performance bonuses earned pursuant to the Management Bonus Plan, which were paid on April 12, 2019.
-
(4)
-
For
fiscal 2019, all other compensation includes the following: (a) financial planning allowance for Mr. Bird ($25,000) as well as Mr. Knudson,
Mr. Corsa, Ms. Fritz, and Ms. Sheetz; (b) non-cash relocation benefits and related tax gross-up for Mr. Knudson ($39,623) and Ms. Fritz ($78,294);
(c) group term life insurance premiums for all named executive officers; (d) an annual wellness exam for Mr. Bird, Mr. Nystrom and Ms. Sheetz, and related tax
gross-up; (e) Company contributions to the health savings account of Mr. Nystrom and Ms. Fritz; (f) Company contributions to the 401(k) of Mr. Bird ($11,462),
Mr. Nystrom ($20,354), Mr. Corsa ($11,462), and Ms. Sheetz ($11,231); and (g) severance to Mr. Nystrom ($2,258,769) in aggregate in connection with his resignation
as Chief Financial Officer.
-51-
At Home Group
2019 Proxy Statement
Table of Contents
Narrative Disclosure to Summary Compensation Table
|
Elements of Compensation
We compensate our named executive officers through a combination of base salary, sign-on bonuses, cash incentives, long-term equity incentives,
and other benefits as described below. See "Compensation Discussion and Analysis" for information regarding the target annual compensation and earned compensation for each named executive officer in
fiscal 2019.
Appointments and Resignations
Mr. Knudson.
Mr. Knudson was appointed Chief Financial Officer
effective September 28, 2018. Mr. Knudson executed the Knudson Agreement (see "Employment Agreements" below) in connection with his appointment.
Mr. Nystrom.
Mr. Nystrom resigned as Chief Financial Officer effective September 28, 2018, and remained
as an employee of the Company through January 2, 2019. The table includes all amounts earned during his employment with the Company. In connection with his resignation, he executed the Nystrom
Separation Agreement and received severance as more fully described below in "All Other Compensation".
Mr. Corsa.
Mr. Corsa was promoted to President in March 2019, which promotion did not impact his compensation
for fiscal 2019.
Ms. Fritz.
Ms. Fritz was appointed Chief Merchandising Officer effective June 18, 2018.
Ms. Fritz executed the Fritz Agreement (see "Employment Agreements" below) in connection with her appointment.
New Named Executive Officer
Ms. Sheetz.
Ms. Sheetz is a new named executive officer of the
Company for fiscal 2019 and therefore, in accordance with SEC rules, only fiscal 2019 compensation information is presented.
Base Salary
Base salaries for our named executive officers in fiscal 2017, 2018 and 2019 were determined pursuant to the terms of each executive officer's
employment agreement, or as otherwise increased at the discretion of the Compensation Committee.
Bonus
Mr. Knudson.
Pursuant to the terms of the Knudson Agreement, his fiscal
2019 bonus would be pro-rated and have a minimum payout of $180,000. Such minimum bonus is included in the "Bonus" column, and he did not earn an amount above such guarantee.
Ms. Fritz.
Ms. Fritz received a sign-on bonus as of her hire date in fiscal 2019, subject to repayment if she
resigns or is terminated by the Company without Cause on or before April 12, 2019.
-52-
At Home Group
2019 Proxy Statement
Table of Contents
Stock Awards
Annual Restricted Stock Units.
Beginning in fiscal 2019, the Compensation
Committee implemented an annual equity grant program for executive officers and other key employees, other than Mr. Bird, which included the grant of service-based restricted stock units. Based
on the grant date fair value, the restricted stock units represented approximately 25% of the annual equity grant in fiscal 2019.
Option Awards
Fiscal 2017.
The Compensation Committee granted performance-based nonqualified
stock options to certain named executive officers in connection with the Company's initial public offering on August 3, 2016. Such stock options were subject to market-based vesting conditions
based on the achievement of specified closing share price targets for a period of at least 20 consecutive trading days, disregarding the six-month period immediately following the date of grant, and
subject to the executive's continued employment with the Company through the applicable vesting date.
Fiscal 2018.
No stock options were granted in fiscal 2018 to named executive officers.
Fiscal 2019 CEO Option Award.
In lieu of participation in the annual equity program and the
transition equity awards noted below, the Board granted options to purchase 1,988,255 shares of common stock to Mr. Bird. The nonqualified stock options vested immediately on June 12,
2018, the grant date, and have a seven-year term. However, the shares resulting from the exercise of the stock options are generally subject to transfer restrictions that lapse on the fourth or eighth
anniversary of the grant date, subject to certain service conditions.
Fiscal 2019 Other Named Executive Officers Annual and Special Option
Awards.
Beginning in fiscal 2019, the Board implemented an annual equity grant program for executive officers and other key employees, other than Mr. Bird,
which included the grant of service-based, nonqualified stock options. In addition, in fiscal 2019, the Board granted a one-time special equity award to executive officers and other key employees,
other than Mr. Bird, consisting of service-based, nonqualified stock option awards. Each of these option awards vests in equal installments on each of the third and fourth anniversaries of the
applicable grant date, subject to such person's continued employment on each vesting date. Based on the grant date fair value, the stock options represented approximately 75% of the annual equity
grant in fiscal 2019.
Non-Equity Incentive Plan Compensation
Bonus targets are set as percentages of base salaries (based on the base salary actually earned in such fiscal year), and the earned bonus is
determined by the bonus target multiplied by an achievement multiple. The achievement multiples for bonuses in fiscal 2017, 2018 and 2019 were 114.3%, 133.6% and 100.7% in the aggregate.
Mr. Nystrom.
Mr. Nystrom's bonus for fiscal 2019 was paid in connection with the Nystrom Separation Agreement
and is included in the table under "All Other Compensation," as described below.
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At Home Group
2019 Proxy Statement
Table of Contents
All Other Compensation
401(k) Plan.
The Company maintains, and the named executive officers participate
in, a tax-qualified 401(k) retirement savings plan. Each participant may contribute to the plan through payroll deductions, up to 100% of his or her salary and bonus limited to the maximum allowed by
the Internal Revenue Service regulations. We provide employer "safe harbor" matching contributions to all participants, including the named executive officers, equal to 100% of salary deferrals up to
3% of a participant\'s compensation and 50% of salary deferrals thereafter up to 5% of a participant's compensation.
Severance Agreement Nystrom.
Pursuant to the Nystrom Separation Agreement, Mr. Nystrom
received $37,500 per month through the termination date and severance in the aggregate amount of $2,258,769, consisting of:
-
-
$258,769, representing an unprorated bonus for fiscal 2019 based on Mr. Nystrom's target bonus percentage and in consideration of actual
performance, as determined in the same manner as annual bonuses for other executive officers for fiscal 2019 were determined by the Compensation Committee in accordance with the Management Bonus Plan.
-
-
$2 million, upon confirmation that Mr. Nystrom fulfilled his transition responsibilities and upon a release of claims, which was
paid in full on February 1, 2019.
In
addition, Mr. Nystrom's outstanding equity incentive grants will continue to be governed by the terms and conditions of the Company's various equity incentive award
agreements. No amount is included in "All Other Compensation" regarding such treatment of outstanding equity awards.
Employment Agreements and Severance Agreement
During fiscal 2019, the Company was party to employment agreements with each of the named executive officers. The following summary details the
material terms of the employment agreements. Each employment agreement continues for an indefinite term, subject to termination by either party, other than for Cause, upon prior written notice, as set
forth in the applicable agreement. In addition, each agreement provides that such named executive officer is eligible to participate in all benefit programs for which other senior executives of the
Company are generally eligible. See "Potential Payments Upon Termination or Change in Control" for a description of the material terms of the employment agreements that provide for
specified payments in connection with certain termination events and the Nystrom Separation Agreement.
On November 15, 2012, the Company entered into an employment agreement with Mr. Bird (as amended, the "Bird Agreement") to serve
as Chief Executive Officer of the Company. The Bird Agreement provides that Mr. Bird had an initial annual base salary of $550,000, subject to increase (but not decrease) at the discretion of
the Board. Mr. Bird is also eligible to receive an annual bonus of up to $1,105,000 with a target annual bonus equal to $650,000. The Bird Agreement also provides that Mr. Bird is
entitled to reimbursement of up to $15,000 per year for financial planning expenses.
-54-
At Home Group
2019 Proxy Statement
Table of Contents
On November 8, 2018, the Company entered into an employment agreement with Mr. Knudson (the "Knudson Agreement") to serve as
Chief Financial Officer of the Company. The Knudson Agreement provides Mr. Knudson has an initial base salary of $450,000, subject to annual review and adjustment at the discretion of the
Board. Mr. Knudson is also eligible to receive an annual bonus of up to 100% of his annual base salary, with a target annual bonus equal to 60% of his annual base salary. For fiscal 2019,
Mr. Knudson's annual bonus will not be less than $180,000, conditioned on his continued employment through the payment date of annual bonus amounts.
On January 25, 2013, the Company entered into an employment agreement with Mr. Nystrom (as amended, the "Nystrom Agreement") to
serve as Chief Financial Officer of the Company. The Nystrom Agreement provides that Mr. Nystrom was to receive an initial annual base salary of $325,000, subject to increase (but not decrease)
at the discretion of the Board. He is also
eligible to receive an annual bonus of up to 100% of his annual base salary, with a target annual bonus equal to 60% of his annual base salary.
On
June 7, 2018, the Nystrom Agreement was amended to provide that, if Mr. Nystrom resigns his employment with the Company, with or without Good Reason (as defined below),
and he reasonably cooperates with the Company and is reasonably available to the Company with respect to matters arising out of his service to the Company, the Compensation Committee may, in its sole
discretion, provide Mr. Nystrom with a cash payment in an amount up to $2 million in consideration of his cooperation and availability. See "All Other Compensation" above
regarding Mr. Nystrom's severance payments in connection with his resignation in fiscal 2019.
On February 2, 2013, the Company entered into an employment agreement with Mr. Corsa (the "Corsa Agreement") to serve as Chief
Stores Officer of the Company. Mr. Corsa was promoted to Chief Operating Officer of the Company in December 2016 and to President of the Company in March 2019. The Corsa Agreement provides that
Mr. Corsa was to receive an initial annual base salary of $325,000, subject to increase (but not decrease) at the discretion of the Board. He is also eligible to receive an annual bonus of up
to 100% of his annual base salary, with a target annual bonus equal to 60% of his annual base salary.
On June 18, 2018, the Company entered into an employment agreement with Ms. Fritz (the "Fritz Agreement") to serve as Chief
Merchandising Officer of the Company. The Fritz Agreement provides Ms. Fritz with a base salary of $500,000, subject to annual review and adjustment at the discretion of the Board. In addition
to receiving a $100,000 signing bonus (which is subject to repayment if she resigns or is terminated by the Company without Cause on or before April 12, 2019), Ms. Fritz is eligible to
receive an annual bonus of up to 100% of her annual base salary, with a target annual bonus equal to 60% of her annual base salary.
-55-
At Home Group
2019 Proxy Statement
Table of Contents
On March 22, 2018, the Company entered into an employment agreement with Ms. Sheetz (the "Sheetz Agreement") to continue to serve
as Chief Marketing Officer of the Company. The Sheetz Agreement provides that Ms. Sheetz was to receive an annual base salary of $350,000, subject to increase (but not decrease) at the
discretion of the Board. She is also eligible to receive an annual bonus of up to 100% of her annual base salary, with a target annual bonus equal to 60% of her annual base salary.
-56-
At Home Group
2019 Proxy Statement
Table of Contents
Grants of Plan-Based Awards in Fiscal 2019
|
The
following table provides information about equity and non-equity awards granted to the named executive officers in fiscal 2019. All equity awards were made under
the 2016 Equity Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards
|
|
All Other
Stock
|
|
All Other
Option
|
|
|
|
Grant
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Grant
Date
|
|
Board
Approval
Date
|
|
Award
Type
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Awards:
Number of
Shares of
Stock or
Units
(#)
|
|
Awards:
Number of
Securities
Underlying
Options
(#)
|
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
|
Fair
Value of
Stock and
Option
Awards
($)(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lewis L. Bird III
|
|
|
|
|
|
(1)
|
|
390,385
|
|
780,769
|
|
1,385,865
|
|
|
|
|
|
|
|
|
|
|
6/12/2018
|
|
6/7/18
|
|
(2)
|
|
|
|
|
|
|
|
|
|
1,988,255
|
|
38.35
|
|
41,474,999
|
Jeffrey R. Knudson
|
|
|
|
|
|
(1)
|
|
39,470
|
|
78,940
|
|
140,119
|
|
|
|
|
|
|
|
|
|
|
9/28/2018
|
|
8/27/18
|
|
(3)
|
|
|
|
|
|
|
|
5,709
|
|
|
|
|
|
180,005
|
|
|
9/28/2018
|
|
8/27/18
|
|
(4)
|
|
|
|
|
|
|
|
|
|
34,306
|
|
31.53
|
|
539,976
|
|
|
9/28/2018
|
|
8/27/18
|
|
(5)
|
|
|
|
|
|
|
|
|
|
111,179
|
|
31.53
|
|
1,749,957
|
Judd T. Nystrom
|
|
|
|
|
|
(1)
|
|
128,485
|
|
256,970
|
|
456,122
|
|
|
|
|
|
|
|
|
|
|
4/3/2018
|
|
4/3/2018
|
|
(3)
|
|
|
|
|
|
|
|
5,703
|
|
|
|
|
|
179,987
|
|
|
4/3/2018
|
|
4/3/2018
|
|
(4)
|
|
|
|
|
|
|
|
|
|
36,597
|
|
31.56
|
|
540,172
|
|
|
4/3/2018
|
|
4/3/2018
|
|
(5)
|
|
|
|
|
|
|
|
|
|
118,600
|
|
31.56
|
|
1,750,536
|
Peter S.G. Corsa
|
|
|
|
|
|
(1)
|
|
140,481
|
|
280,962
|
|
498,707
|
|
|
|
|
|
|
|
|
|
|
4/3/2018
|
|
4/3/2018
|
|
(3)
|
|
|
|
|
|
|
|
6,020
|
|
|
|
|
|
189,991
|
|
|
4/3/2018
|
|
4/3/2018
|
|
(4)
|
|
|
|
|
|
|
|
|
|
38,630
|
|
31.56
|
|
570,179
|
|
|
4/3/2018
|
|
4/3/2018
|
|
(5)
|
|
|
|
|
|
|
|
|
|
135,543
|
|
31.56
|
|
2,000,615
|
Wendy L. Fritz
|
|
|
|
|
|
(1)
|
|
86,554
|
|
173,109
|
|
307,268
|
|
|
|
|
|
|
|
|
|
|
6/18/2018
|
|
6/7/18
|
|
(3)
|
|
|
|
|
|
|
|
4,555
|
|
|
|
|
|
169,993
|
|
|
6/18/2018
|
|
6/7/18
|
|
(4)
|
|
|
|
|
|
|
|
|
|
28,180
|
|
37.32
|
|
510,058
|
|
|
6/18/2018
|
|
6/7/18
|
|
(5)
|
|
|
|
|
|
|
|
|
|
82,884
|
|
37.32
|
|
1,500,200
|
Ashley F. Sheetz
|
|
|
|
|
|
(1)
|
|
112,615
|
|
225,231
|
|
399,785
|
|
|
|
|
|
|
|
|
|
|
4/3/2018
|
|
4/3/2018
|
|
(3)
|
|
|
|
|
|
|
|
2,931
|
|
|
|
|
|
92,502
|
|
|
4/3/2018
|
|
4/3/2018
|
|
(4)
|
|
|
|
|
|
|
|
|
|
18,807
|
|
31.56
|
|
277,591
|
|
|
4/3/2018
|
|
4/3/2018
|
|
(5)
|
|
|
|
|
|
|
|
|
|
50,829
|
|
31.56
|
|
750,236
|
-
(1)
-
Represents
the potential payouts for fiscal 2019 under the Management Bonus Plan.
-
(2)
-
Represents
the special option award to Mr. Bird.
-
(3)
-
Represents
the annual grant of restricted stock units.
-
(4)
-
Represents
the annual grants of stock options.
-
(5)
-
Represents
the special transition grant of stock options.
-
(6)
-
See
notes 1 and 2 to the Summary Compensation Table for information regarding the grant date fair value. Each stock option granted in fiscal 2019 in the above
table had a grant date fair value as follows: April 3, $14.76; June 12, $20.86; June 18, $18.10; and September 28, $15.74. Each restricted stock unit granted in fiscal 2019
in the above table had a grant date fair value as follows: April 3, $31.56; June 18, $37.32; and September 28, $31.53.
-57-
At Home Group
2019 Proxy Statement
Table of Contents
Narrative Disclosure to Grants of Plan-Based Awards in Fiscal 2019 Table
|
Fiscal 2019 Management Bonus Plan
Bonus targets are set as percentages of base salaries (based on the base salary actually earned in such fiscal year), and the earned bonus is
determined by the bonus target multiplied by an achievement multiple. The Compensation Committee set the following two Company performance measures for purposes of payments under the Management Bonus
Plan for fiscal 2019: (i) Adjusted EBITDA versus the financial plan for the fiscal year, which comprises 75% of the achievement calculation, and (ii) comparable store sales growth versus
the financial plan for the fiscal year, which comprises 25% of the achievement calculation. The achievement multiple for the Adjusted EBITDA component is 50% for threshold performance, 100% for target
performance and to 170% for maximum performance. The achievement multiple for the comparable store sales growth component is 50% for threshold performance, 100% for target performance and to 200% for
maximum performance. For both components, there is a linear increase in the achievement multiple between threshold and target performance, and a separate but linear increase in the achievement
multiple between target and maximum performance. The achievement multiple for the target bonus in fiscal 2019 was 100.7% in aggregate. Earned bonus amounts for fiscal 2019 were approved by the
Compensation Committee on March 25, 2019; such amounts generally are reported in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table.
Stock Awards
Annual Restricted Stock Units.
Beginning in fiscal 2019, the Compensation Committee implemented an annual equity grant program for
executive officers and other key employees, other than Mr. Bird, which included the grant of restricted stock units. The number of restricted stock units granted was determined by dividing the
dollar value of the annual restricted stock unit award by the closing price of the common stock on the grant date. Based on the grant date fair value, the restricted stock units represented
approximately 25% of the annual equity grant in fiscal 2019. Each restricted stock unit represents the right to receive upon vesting one share of the Company's common stock. Each of these restricted
stock unit awards vests in equal annual installments on each of the first three anniversaries of the applicable grant date, subject to such person's continued employment on each vesting date.
Option Awards
Each stock option represents the right to acquire one share of the Company's common stock upon vesting and payment of the exercise price. The
number of shares underlying such stock options was determined by dividing the dollar value of the stock option award by the grant date fair value of the stock option on the grant date.
CEO Option Award.
In lieu of participation in the annual equity program and the transition equity awards noted below, the Board granted
options to purchase 1,988,255 shares of stock to Mr. Bird. The nonqualified stock options vested immediately on the grant date and have a seven-year term. However, the shares resulting from the
exercise of the stock options are generally subject to transfer restrictions that lapse on the fourth or eighth anniversary of the grant date, subject to certain service conditions. See "Potential
Payments Upon Termination or Change in Control" for further description of these transfer restrictions.
-58-
At Home Group
2019 Proxy Statement
Table of Contents
Other Named Executive Officers Annual and Special Option Awards.
Beginning in fiscal 2019, the Board
implemented an annual equity grant program for executive officers and other key employees, which included the grant of service-based, nonqualified stock options. Based on the grant date fair value,
the stock options represented approximately 75% of the annual equity grant in fiscal 2019. Each of these stock option awards vests in equal annual installments on each of the first three anniversaries
of the applicable grant date, subject to such person's continued employment on each vesting date.
In
addition, in fiscal 2019, the Board granted a one-time special equity award to executive officers and other key employees, other than Mr. Bird, consisting of service-based,
nonqualified stock option awards to assist in retention in connection with the transition from the historical use of special equity grants to an annual equity program. Each of these stock option
awards vests in equal installments on each of the third and fourth anniversaries of the applicable grant date, subject to such person's continued employment on each vesting date.
Material Modifications in Fiscal 2019 to Fiscal 2019 Equity Awards
See "Potential Payments Upon Termination or Change in Control" for a description of an amendment to the fiscal 2019 equity awards to the named
executive officers (except Mr. Bird) regarding accelerated vesting for a change in control.
-59-
At Home Group
2019 Proxy Statement
Table of Contents
Outstanding Equity Awards at January 26, 2019
|
The
following table summarizes the number of securities underlying the equity awards held by each of the named executive officers as of the fiscal year ended
January 26, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Grant Date
|
|
Number of
Securities
Underlying
Unexercised
Options
(#) Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lewis L. Bird III
|
|
11/26/2012(1)
|
|
1,530,938
|
|
|
|
9.75
|
|
11/26/2022
|
|
|
|
|
|
|
8/3/2016(2)
|
|
991,480
|
|
|
|
15.00
|
|
8/3/2023
|
|
|
|
|
|
|
6/12/2018(3)
|
|
1,988,255
|
|
|
|
38.35
|
|
6/12/2025
|
|
|
|
|
Jeffrey R. Knudson
|
|
9/28/2018(4)
|
|
|
|
|
|
|
|
|
|
5,709
|
|
128,053
|
|
|
9/28/2018(4)
|
|
|
|
34,306
|
|
31.53
|
|
9/28/2025
|
|
|
|
|
|
|
9/28/2018(5)
|
|
|
|
111,179
|
|
31.53
|
|
9/28/2025
|
|
|
|
|
Judd T. Nystrom(8)
|
|
6/3/2014(6)
|
|
21,146
|
|
|
|
9.75
|
|
5/9/2019
|
|
|
|
|
|
|
8/3/2016(2)
|
|
322,231
|
|
|
|
15.00
|
|
6/21/2019
|
|
|
|
|
Peter S.G. Corsa
|
|
1/10/2013(1)
|
|
172,117
|
|
|
|
9.75
|
|
1/10/2023
|
|
|
|
|
|
|
6/3/2014(6)
|
|
84,712
|
|
|
|
9.75
|
|
6/3/2024
|
|
|
|
|
|
|
8/3/2016(2)
|
|
247,870
|
|
|
|
15.00
|
|
8/3/2023
|
|
|
|
|
|
|
4/3/2018(4)
|
|
|
|
|
|
|
|
|
|
6,020
|
|
135,029
|
|
|
4/3/2018(4)
|
|
|
|
38,630
|
|
31.56
|
|
4/3/2025
|
|
|
|
|
|
|
4/3/2018(5)
|
|
|
|
135,543
|
|
31.56
|
|
4/3/2025
|
|
|
|
|
Wendy L. Fritz
|
|
6/18/2018(4)
|
|
|
|
|
|
|
|
|
|
4,555
|
|
102,169
|
|
|
6/18/2018(4)
|
|
|
|
28,180
|
|
37.32
|
|
6/18/2025
|
|
|
|
|
|
|
6/18/2018(5)
|
|
|
|
82,884
|
|
37.32
|
|
6/18/2025
|
|
|
|
|
Ashley F. Sheetz
|
|
1/27/2017(2)
|
|
49,574
|
|
|
|
15.77
|
|
1/27/2024
|
|
|
|
|
|
|
1/27/2017(6)
|
|
28,227
|
|
84,679
|
|
15.77
|
|
1/27/2027
|
|
|
|
|
|
|
4/3/2018(4)
|
|
|
|
|
|
|
|
|
|
2,931
|
|
65,742
|
|
|
4/3/2018(4)
|
|
|
|
18,807
|
|
31.56
|
|
4/3/2025
|
|
|
|
|
|
|
4/3/2018(5)
|
|
|
|
50,829
|
|
31.56
|
|
4/3/2025
|
|
|
|
|
-
(1)
-
Each
of these option awards was originally scheduled to vest in equal annual installments on each of the first four anniversaries of the applicable grant date;
however, the option awards were amended as of December 4, 2012, February 18, 2013, and March 25, 2013, for each of Messrs. Bird, Nystrom and Corsa, respectively, to vest in
equal annual installments on each of the first four anniversaries of the applicable option award amendment date and are currently fully vested.
-
(2)
-
These
stock options vest based upon achievement of a closing price per share of the Company's common stock for a period of at least 20 consecutive trading days,
disregarding the six-month period immediately following the date of grant, as follows: (i) 25% upon at least $25.75 per share, (ii) 50% upon at least $28.60 per share, (iii) 75%
upon at least $31.48 per share, and (iv) 100% upon at least $34.33 per share, subject to the optionee's continued employment with the Company through the applicable vesting date. As of
January 26, 2019, all of the performance hurdles have been achieved and 100% of each executive's grant has vested.
-
(3)
-
Immediately
vested upon grant. However, the shares resulting from the exercise of the stock options are generally subject to transfer restrictions that lapse on the
fourth or eighth anniversary of the grant date, subject to certain service conditions.
-
(4)
-
Each
of these restricted stock unit and stock option awards vests in equal annual installments on each of the first three anniversaries of the applicable grant date,
subject generally to such person's continued employment on each vesting date.
-60-
At Home Group
2019 Proxy Statement
Table of Contents
-
(5)
-
Each
of these stock option awards vests in equal annual installments on each of the third and fourth anniversaries of the applicable grant date subject generally to
such person's continued employment on each vesting date.
-
(6)
-
Each
of these stock option awards vests in equal annual installments on each of the first four anniversaries of the applicable grant date, subject to such person's
continued employment on each vesting date.
-
(7)
-
Based
upon the closing price of the Company's common stock on the NYSE on January 25, 2019 ($22.43).
-
(8)
-
Following
Mr. Nystrom's termination from the Company as of January 2, 2019, his awards granted in April 2018 were forfeited, while the remaining stock
options granted in 2014 remained exercisable for 45 days and those granted in 2016 remain exercisable for 90 days after such termination date (subject to extension if all or a portion of
such period is during a time that the stock options may not be exercised due to applicable law, a blackout period, a lock-up arrangement or similar circumstance).
Option Exercises and Stock Vested in Fiscal 2019
|
The
following table provides information about the value realized by the named executive officers on the exercise of stock options in fiscal 2019. There were no stock
awards that vested in fiscal 2019.
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
|
|
|
|
|
|
|
Name
|
|
Number of Shares Acquired
on Exercise
(#)
|
|
Value Realized on Exercise
($)(1)
|
|
|
|
|
|
|
|
|
|
Lewis L. Bird III
|
|
529,360
|
|
12,636,266
|
|
|
Jeffrey R. Knudson
|
|
|
|
|
|
|
Judd T. Nystrom
|
|
427,579
|
|
10,646,705
|
|
|
Peter S.G. Corsa
|
|
234,600
|
|
5,548,024
|
|
|
Wendy L. Fritz
|
|
|
|
|
|
|
Ashley F. Sheetz
|
|
|
|
|
|
|
-
(1)
-
The
value realized is based on the number of stock options exercised multiplied by the difference between (A) the closing price of the Company's common stock
on the NYSE on the exercise date and (B) the exercise price.
Potential Payments Upon Termination or Change in Control as of January 26, 2019
|
The
following section describes and quantifies potential payments and benefits to the named executive officers under the Company's compensation and benefit plans and
arrangements upon termination of employment or a change in control of the Company as of January 26, 2019.
Employment Agreements with Continuing Named Executive Officers
Except for Mr. Nystrom, each of the named executive officers was party to an employment agreement as of January 26, 2019 that
provides for specified payments in connection with certain termination events, as set forth below. For additional information on the material terms of the employment agreements, see "Named Executive
Officer Compensation TablesNarrative Disclosure to Summary Compensation Table."
Accrued Amounts.
Upon any termination of employment, each of the named executive officers is entitled to payment of
any earned but unpaid base
salary, accrued but unused paid time off (if required
by applicable law to be paid upon termination), vested benefits in accordance with the applicable employee benefit plan and unreimbursed business expenses.
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2019 Proxy Statement
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Accrued Bonus Mr. Bird, Mr. Corsa and Ms. Sheetz.
Except for terminations by the Company
for Cause, each
of Mr. Bird, Mr. Corsa, and Ms. Sheetz are entitled to any earned but unpaid annual bonus for fiscal years completed prior to the termination date. Upon any termination of
Mr. Bird's employment, other than for Cause or due to resignation without Good Reason, that occurs after the 90th day of a fiscal year, Mr. Bird is entitled to a pro rata bonus
for the year of termination based on performance through the end of the month preceding termination and an adjusted performance target, prorated based on the number of days worked in the fiscal year
of termination.
Severance Payment.
Upon a termination of employment of any named executive officer other than for Cause, death, or
disability, or for
Messrs. Bird and Corsa and Ms. Sheetz, upon a termination for Good Reason, our named executive officers are each entitled to severance payments, payable over the twelve month period
following termination of employment, in an amount equal to:
-
-
Mr. Bird.
The sum of his
annual base salary plus target bonus in effect immediately prior to the termination date.
-
o
-
Mr. Bird also is entitled to an additional lump sum payment if he is terminated
without Cause or resigns for Good Reason within six months before a Change of Control at the request of the buyer or within one year following a Change of Control, in an amount equal to the sum of his
annual base salary plus target bonus opportunity, payable on the later of the date of the change of control or the date when the initial payment of his standard severance payments is made.
-
-
Mr. Corsa and
Ms. Sheetz.
Such employee's annual base salary in effect immediately prior to the termination date, and the full annual bonus to which
such employee would have been entitled for the year of termination had the employee remained employed, based on actual performance and paid at the same time as annual bonuses are ordinarily paid.
-
-
Mr. Knudson and
Ms. Fritz.
Such employee's annual base salary in effect immediately prior to the termination date.
Restrictive Covenants.
Each employment agreement includes restrictive covenants providing for non-competition,
non-solicitation of employees, and
non-interference with business relationships, in each case during employment and for one year thereafter, as well as requirements regarding mutual non-disparagement and nondisclosure of confidential
information. In addition, each employment agreement requires that the employee deliver an irrevocable release of claims to receive such severance.
Clawback.
Each employment agreement provides that in the event the named executive officer breaches any of the
restrictive covenants contained
therein, such as confidentiality, non-competition and non-solicitation obligations, the executive will be required to return to the Company any portion of severance amounts paid by the Company to the
executive and forfeit any future amounts due.
Tax Matters.
In accordance with the Bird Agreement and the equity award agreements with each of the other named
executive officers, if any payments
or benefits to which the applicable named executive officer would be entitled to receive pursuant to the terms of the applicable agreement or otherwise in connection with a change in the ownership or
effective control of the Company would result in all or a portion of such payments or benefits being deemed "parachute payments" under Section 280G of the Code and the excise tax imposed by
Section 4999 of the Code, such payments and benefits will be reduced to the minimum extent necessary so that they would not result in the imposition of an excise tax under
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At Home Group
2019 Proxy Statement
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Section 4999
of the Code, provided that no reduction will be made if the named executive officer would receive a greater net after-tax amount absent such reduction.
Defined Terms
"
Cause
" under each employment agreement is generally defined as any one of the
following:
-
-
Willful misconduct or gross negligence in the performance of, or refusal or intentional failure to perform, any of the employee's assigned
duties to the Company.
-
-
The commission or conviction (including conviction upon of a plea of nolo contendere) of a felony or other crime involving fraud, theft, breach
of trust or similar acts.
-
-
Any failure to comply with any written rules, regulations, policies or procedures of the Company which, if not complied with, would reasonably
be expected to have a material adverse effect on the business or financial condition of the Company.
-
-
Any misconduct that would cause the Company to violate any law relating to sexual harassment or age, sex or other prohibited discrimination.
"
Good Reason
" under each employment agreement is generally defined as any one of the following:
-
-
A material breach by the Company of any of the covenants in the employment agreement.
-
-
Any material reduction in the employee's base salary or compensation.
-
-
Any material and adverse change in the employee's position, title or status.
-
-
Any change in the employee's job duties, authority or responsibilities to those of lesser status.
"
Change of Control
" under the Bird Agreement is generally defined as any one of the following:
-
-
Sale of all or substantially all of the assets of the Company; or
-
-
A sale by the Company, GRD Holding LP or any entity controlled by AEA Investors LP (collectively, "AEA Investor"), or a merger,
consolidation or similar transaction involving the Company, that results in more than 50% of the Company's common stock being held by a person that is not an affiliate or any AEA Investor.
Separation and Release Agreement Judd T. Nystrom
In connection with Mr. Nystrom's resignation, Mr. Nystrom and the Company entered into a separation and release agreement on
November 8, 2018 (the "Nystrom Separation Agreement"). Pursuant to the Nystrom Separation Agreement, Mr. Nystrom received $37,500 per month through the termination date and severance in
the aggregate amount of $2,258,769, consisting of:
-
-
$258,769, representing an unprorated bonus for fiscal 2019 based on Mr. Nystrom's target bonus percentage and in consideration of actual
performance, as determined in the same manner as annual bonuses for other executive officers for fiscal 2019 were determined by the Compensation Committee in accordance with the Management Bonus Plan.
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2019 Proxy Statement
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-
-
$2 million, upon confirmation that Mr. Nystrom fulfilled his transition responsibilities and upon a release of claims, which was
paid in full on February 1, 2019.
In
addition, Mr. Nystrom's outstanding equity incentive grants will continue to be governed by the terms and conditions of the Company's various equity incentive award
agreements. See "2016 Equity Plan" below.
Mr. Nystrom
was required to deliver an irrevocable release of claims to receive such severance. In addition Mr. Nystrom's entitlement to payment under the Nystrom
Separation Agreement is subject to his continued compliance with the restrictive covenants set forth in the Nystrom Agreement, including provisions regarding non-competition, non-solicitation of
employees and non-interference with business relationships, in each case, for one year following the termination date, as well as perpetual nondisclosure of confidential information and
nondisparagement provisions.
2016 Equity Plan
The terms of the various award agreements granted under the 2016 Equity Plan provide for accelerated vesting upon the occurrence of certain
events.
IPO Option Awards Mr. Bird.
If Mr. Bird has a termination of service due to death, disability,
or a Severance
Event (as defined in his award agreement), the vested portion of his IPO Options will expire on the seventh anniversary of the date of grant. If he has a termination for Cause (as defined in his
employment agreement), then his IPO Options will be forfeited immediately upon the effective date of such termination.
Fiscal 2019 CEO Option Award Mr. Bird.
The stock options vested immediately on such grant date and
have a seven-year
term. However, the shares resulting from the exercise of the stock options are generally subject to transfer restrictions, which lapse upon the earliest to occur of: (i) the fourth anniversary
of the grant date, subject to Mr. Bird's continued employment, or, if Mr. Bird is terminated for Cause or resigns without Good Reason (each as defined in his employment agreement) prior
to the fourth anniversary of the grant date, the eighth anniversary of the grant date; (ii) the date on which Mr. Bird is terminated without Cause or resigns for Good Reason; or
(iii) the date on which a Change in Control (as defined in the 2016 Equity Plan) is consummated.
Stock Options and Transition Stock Options Other Named Executive Officers.
If a named executive officer
has a termination of
service without Cause (as defined in the award agreement), other than due to death or disability, the vested portion of the award will expire 90 days (subject to extension if all or a portion
of such period is during a time that the stock options may not be exercised due to applicable law, a blackout period, a lock-up arrangement or similar circumstance) following such termination or, if
earlier, the seventh anniversary of the grant date. If a named executive officer has a termination of service due to death or disability, the vested portion of the award will expire on the first day
that is one year after the termination date, or, if earlier, the seventh anniversary of the grant date. If a named executive officer is terminated for Cause, then such award will be forfeited
immediately upon the effective date of such termination. If the named executive officer is terminated for any reason other than Cause, the unvested portion of the award will be forfeited immediately
upon the termination date.
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2019 Proxy Statement
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Restricted Stock Units.
If a named executive officer has a termination of service for any reason, whether voluntarily
or involuntarily, then the
unvested portion of such award will terminate as of the termination date.
Right to Terminate Stock Options and Recovery.
Each award granted under the 2016 Equity Plan provides that the Company
may terminate, without
consideration, the award (including any vested portions of the award) if the executive (a) materially violates any of his or her obligations under any agreement between the Company and the
executive relating to any of the following: (i) the non-disclosure or non-use of confidential or proprietary information; (ii) non-disparagement of the Company; (iii) restrictions
on the transfer of any awards; (iv) non-solicitation of Company employees; and (v) non-competition; or (b) is convicted of a felony against the Company or any of its affiliates.
In the case of Mr. Bird's award agreement, the Company also has the option to repurchase any or all of the shares of common stock acquired upon the exercise of the stock options held by
Mr. Bird if he commits any of the aforementioned violations.
Amended Fiscal 2019 Awards Change in Control Other Named Executive Officers.
The fiscal 2019
option award
and restricted stock unit agreements were amended by the Board on June 7, 2018 to provide for accelerated vesting upon a termination without Cause or resignation for Good Reason (each as
defined in the applicable award agreements) within one year of a Change in Control (as defined in the 2016 Equity Plan and noted below). The special transition option awards also were amended by the
Board to provide for accelerated vesting upon the consummation of a Change in Control, regardless of termination of service, subject to continued employment through such date.
Change in Control Defined.
For purposes of the 2016 Equity Plan, "Change in Control" generally means the
occurrence of any of
the following events with respect to the Company:
-
-
Any person (other than directly from the Company) first acquires securities of the Company representing fifty percent or more of the combined
voting power of the Company's then outstanding voting securities, other than an acquisition by certain employee benefit plans, the Company or a related entity, or any person in connection with a
non-control transaction.
-
-
A majority of the members of the Board is replaced by directors whose appointment or election is not endorsed by a majority of the members of
the Board serving immediately prior to such appointment or election.
-
-
Any merger, consolidation or reorganization, other than in a non-control transaction.
-
-
A complete liquidation or dissolution.
-
-
Sale or disposition of all or substantially all of the assets.
A
"non-control transaction" generally includes any transaction in which (i) stockholders immediately before such transaction continue to own at least a majority of the combined voting power of
such resulting entity following the transaction, (ii) a majority of the members of the board of directors immediately before such transaction continue to constitute at least a majority of the
board of the surviving entity following such transaction, or (iii) with certain exceptions, no person other than any person who had beneficial ownership of more than fifty percent of the
combined voting power of the Company's then outstanding voting securities immediately prior to such transaction has beneficial ownership of more than fifty percent of the combined voting power of the
surviving entity's outstanding voting securities immediately after such transaction.
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2012 Option Plan
Prior to our initial public offering, each of Messrs. Bird, Nystrom and Corsa were granted nonqualified stock options to purchase shares
of common stock of the Company pursuant to the Company's (f/k/a GRD Holding I Corporation) GRD Holding I Corporation Stock Option Plan (the "2012 Option Plan"), which have become vested in accordance
with their terms. However, as is the case under the awards granted under the 2016 Equity Plan, each stock option granted pursuant to the 2012 Option Plan entitles the Company to terminate without
consideration the stock options, including any vested portions of the option, if the executive materially violates any restrictive covenants to which such executive is bound or commits a felony
against the Company or any of its affiliates.
Effect of a Change in Control or Certain Other Transactions under the 2012 Option Plan.
The 2012 Option Plan provides
that vested stock options will
not be terminated upon the consummation of a merger, consolidation, recapitalization or other similar change in the capital stock of the Company, or a liquidation or dissolution of the Company or a
Change in Control (as defined in the 2012 Option Plan) (each a "Corporate Transaction") unless holders of affected stock options are provided either (i) a period of at least fifteen
(15) calendar days prior to the date of the consummation of the Corporate Transaction to exercise the stock options, or (ii) payment in respect of each share covered by the option being
cancelled in an amount equal to the excess, if any, of the per share price to be paid or distributed to stockholders in the Corporate Transaction over the option price of the option. This provision
applies to the nonqualified stock options granted to Messrs. Bird, Nystrom, and Corsa.
Management Bonus Plan
The obligation of the Company to satisfy payment of a bonus to a named executive officer is conditioned upon the continued employment of such
person with the Company at the time determined for payment of the bonus, which timing shall be determined by the Compensation Committee or the Board in its sole discretion and generally shall be made
within two and one half months following the end of the applicable fiscal year. If the employment of a named executive officer with the Company is terminated for any reason, at any time prior to the
time determined for payment of the bonus, the bonus award shall be forfeited and automatically be cancelled without further action of the Company. Notwithstanding the foregoing, the Compensation
Committee or the Board, may in its discretion, provide for the payment of a bonus in the event a named executive officer's employment with the Company is terminated for any reason including, but not
limited to, a termination by the Company without cause or as a result of such person's death or disability. Such payment may be made on a pro-rated or accelerated basis.
Section 401(k) Retirement Savings Plan
We maintain a tax-qualified Section 401(k) retirement savings plan that provides for employee contributions and employer "safe harbor"
matching contributions equal to 100% of salary deferrals up to 3% of a participant's compensation and 50% of salary deferrals thereafter up to 5% of a participant's compensation. Our named executive
officers are eligible to participate in our tax qualified Section 401(k) retirement savings plan on the same basis as other employees who satisfy the plan's eligibility requirements, including
requirements relating to age and length of service. Under this plan, participants may elect to make pre-tax contributions not to exceed the applicable statutory income tax limitation, which, subject
to certain exceptions, was $18,500 for calendar year 2018, and $19,000 for calendar year 2019; in addition, certain named executive officers are entitled to an additional catch-up contribution of up
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At Home Group
2019 Proxy Statement
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to
$6,000. Participants are always fully vested in their entire plan account (including with respect to employer contributions).
Change of Control/Severance Payment Table
The following table estimates the potential payments and benefits to the named executive officers upon termination of employment or a change of
control, assuming such event occurs on January 26, 2019. These estimates do not reflect the actual amounts that would be paid to such persons, which would only be known at the time that they
become eligible for payment and would only be payable if the specified event occurs.
Items Not Reflected in Table.
The table below does not include (1) accrued salary, accrued bonus and paid time
off and (2) amounts
outstanding under the Company's 401(k) plan.
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At Home Group
2019 Proxy Statement
Table of Contents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Payments
Upon Termination
|
|
|
Severance
Agreement(1)
|
|
|
Termination for Good
Reason or without
Cause
|
|
|
Change in Control +
Termination (For Good
Reason or without Cause)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lewis L. Bird III
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance amount
|
|
|
|
|
$
|
2,370,850
|
(2)
|
$
|
3,955,465
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
$
|
2,370,850
|
(2)
|
$
|
3,955,465
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey R. Knudson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance amount(4)
|
|
|
|
|
$
|
450,000
|
|
$
|
450,000
|
|
|
|
|
Equity incentives (vesting accelerated)(5)
|
|
|
|
|
|
|
|
|
1,749,957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
$
|
450,000
|
|
$
|
2,199,957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Judd T. Nystrom
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance amount
|
|
$
|
2,258,769
|
|
|
|
|
|
|
|
|
|
|
Base salary
|
|
|
75,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,333,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter S.G. Corsa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance amount(4)
|
|
|
|
|
$
|
782,928
|
|
$
|
782,928
|
|
|
|
|
Equity incentives (vesting accelerated)(5)
|
|
|
|
|
|
|
|
|
2,000,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
$
|
782,928
|
|
$
|
2,783,543
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wendy L. Fritz
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance amount(4)
|
|
|
|
|
$
|
500,000
|
|
$
|
$500,000
|
|
|
|
|
Equity incentives (vesting accelerated)(5)
|
|
|
|
|
|
|
|
|
1,500,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
$
|
500,000
|
|
$
|
2,000,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ashley F. Sheetz
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance amount(4)
|
|
|
|
|
$
|
626,807
|
|
$
|
626,807
|
|
|
|
|
Equity incentives (vesting accelerated)(5)
|
|
|
|
|
|
|
|
|
750,236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
$
|
626,807
|
|
$
|
1,377,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(1)
-
Represents
cooperation payment and annual bonus earned for fiscal 2019 (severance) and monthly base salary per the Nystrom Separation Agreement.
-
(2)
-
Represents
the sum of his base salary plus target annual bonus for the year of termination plus his pro rata bonus for the year of termination.
-
(3)
-
Represents
the sum of 2x his base salary plus 2x target annual bonus for the year of termination plus his pro rata bonus for the year of termination.
-
(4)
-
Represents
the severance amount per their respective employment agreements.
-
(5)
-
Per
the 2018 amendments to the fiscal 2019 equity awards. This includes both the accelerated vesting of the special transition option awards, as amended, which
provide for accelerated vesting upon the consummation of a Change in Control, regardless of termination of service, and accelerated vesting of the fiscal 2019 option and restricted stock unit awards,
as amended, which provide for accelerated vesting upon certain terminations of employment in connection with a Change in Control.
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At Home Group
2019 Proxy Statement
Table of Contents
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Related Party Transaction Policy
|
Our
Board has adopted a Related Party Transaction Policy, providing that the Audit Committee will review and approve or ratify transactions in excess of $120,000 of
value in which we participate and in which any person, (i) who is or was at any time since the beginning of our last fiscal year, a director, nominee for director, or executive officer,
(ii) who is the beneficial holder of more than 5% of any class of our voting securities, (iii) any of their immediate family members or (iv) any entity owned or controlled by any
of the foregoing persons, has or will have a direct or indirect material interest. The Audit Committee is to approve only those related party transactions that the Audit Committee believes are on
their terms, taken as a whole, no less favorable to us than could be obtained in an arm's-length transaction with an unrelated third party and that the Audit Committee determines are not inconsistent
with the best interests of the Company. In particular, the Audit Committee will consider the benefits to the Company, the impact on a director's independence in the event the related person is a
director, an immediate family member of a director or an entity in which
a director has a position or relationship, the availability of other sources for comparable products or services, the terms of the transaction, and the terms available to unrelated third parties or to
employees generally. All of the transactions described below were either entered into prior to the adoption of this policy or approved in accordance with this policy.
Related Party Transactions
|
The
following is a description of related party transactions since the beginning of fiscal 2019. We believe the terms obtained or consideration that we paid or
received, as applicable, in connection with the transactions described below were comparable to terms available or amounts that would be paid or received, as applicable, in arms'-length transactions
with parties unrelated to us and were otherwise in the best interests of the Company.
Stockholders' Agreement
In connection with our initial public offering, the Company, the AEA Funds and the Starr Funds (collectively, our "Sponsors") entered into the
Stockholders' Agreement dated as of July 22, 2016. The Stockholders' Agreement contains, among other things, certain restrictions on the
ability of such Sponsors to freely transfer shares of our stock. In addition, for so long as certain affiliates of AEA, on the one hand, and certain affiliates of Starr Investments, on the other hand,
respectively in the aggregate each own at least 10% of our outstanding common stock, each such Sponsor shall be entitled to nominate at least one individual for election to our Board, and our Board
and Nominating and Corporate Governance Committee shall nominate and recommend to our stockholders that such individual be elected to our Board, and each party to the Stockholders' Agreement may be
required to vote all of its shares to elect such individual to our Board. Affiliates of Starr Investment Holdings, LLC no longer hold 10% of our outstanding common stock and, accordingly, no
longer are entitled to nominate any individuals for election to our Board.
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2019 Proxy Statement
Table of Contents
Registration Rights Agreement
The parties to the Stockholders' Agreement described above have also entered into a registration rights agreement, dated as of July 22,
2016. Pursuant to the registration rights agreement, our Sponsors required us to file the registration statement on Form S-3 and related prospectus dated October 31, 2017, whereby we
registered all of the 50,582,545 shares of common stock held by our Sponsors as of such date for resale from time to time in one or more offerings or resales. Pursuant to the registration rights
agreement, our Sponsors have the right, subject to certain conditions, to require us to facilitate offerings of their shares, which would result in such shares becoming freely tradable without
restriction under the Securities Act of 1933, as amended (the "Securities Act"), unless purchased by our affiliates (as defined in Rule 144 under the Securities Act).
In
addition, if at any time we register any shares of our common stock (other than pursuant to registrations on Form S-4 or Form S-8), the Sponsors have registration
rights and are entitled to prior notice of the registration and to include all or a portion of their common stock in the registration statement. In the event that any registration in which the holders
of registrable shares participate pursuant to the registration rights agreement is an underwritten public offering, the number of registrable shares to be included may, in specified circumstances, be
limited.
We
will pay all registration and offering expenses, and the reasonable fees and expenses of a single special counsel for each of the parties making a demand and a single special counsel
for all other selling stockholders, related to any demand or piggyback registration. The registration rights agreement contains customary cross-indemnification provisions, pursuant to which we are
obligated to indemnify any selling stockholders in the event of material misstatements or omissions in the registration statement attributable to us, and they are obligated to indemnify us for
material misstatements or omissions in the registration statement attributable to them. A particular stockholder's shares shall no longer be considered registrable shares, to which demand and
piggyback registration rights apply, when such shares have been disposed of under an effective registration statement or sold under Rule 144 of the Securities Act.
Other Relationships and Transactions
Merry Mabbett Inc. ("MMI") is owned by Merry Mabbett Dean, who is the mother of Lewis L. Bird III, our Chairman and Chief
Executive Officer. During fiscal 2019, Ms. Dean, through MMI, provided certain design services to us, including design for our home office, as well as design in our stores. In addition, through
MMI, we purchased certain fixtures, furniture and equipment that is now owned and used by us in our home office, new store offices or in the product vignettes in
the stores. We paid MMI approximately $0.6 million for fixtures, furniture and equipment and design related services for fiscal 2019.
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AUDIT COMMITTEE MATTERS
The Audit Committee acts under a written charter available on the Company's website, www.investor.athome.com. Each member of
the Audit Committee is independent under the
Company's Corporate Governance Guidelines and as independence for audit committee members is defined by the rules adopted by the SEC and the NYSE.
The
Audit Committee oversees the Company's financial reporting process on behalf of the Board. Management has the primary responsibility for the preparation, presentation and integrity
of the Company's financial statements, accounting and financial reporting principles, internal controls and compliance with applicable laws and regulations. Ernst & Young, the Company's
independent registered public accounting firm, is responsible for performing an independent audit of the Company's consolidated financial statements and the effectiveness of the Company's internal
control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (U.S.) ("PCAOB") and for expressing its opinions thereon.
The
responsibilities of the Audit Committee include engaging an accounting firm to be the Company's independent registered public accounting firm, establishing the terms of retention,
including compensation, and overseeing its work. Additionally, the Audit Committee reviews and evaluates, and discusses and consults with management, internal audit and the independent registered
public accounting firm on matters which include the following:
-
-
The plan for, and the independent registered public accounting firm's report on, each audit of the Company's financial statements.
-
-
The appropriateness of the fees of the Company's independent registered public accounting firm.
-
-
The continued independence of the Company's independent registered public accounting firm and the monitoring of any engagement of the
independent registered public accounting firm to provide non-audit services.
-
-
The Company's quarterly and annual financial statements contained in reports filed with the SEC or sent to stockholders, as well as earnings
releases, financial guidance and the presentation of non-GAAP measures, as appropriate.
-
-
The Company's critical accounting policies and procedures and significant judgments and estimates, and changes in the Company's accounting
practices, principles, controls or methodologies, or in its financial statements.
-
-
The integrity and adequacy of the Company's auditing, accounting and financial reporting processes and systems of internal control over
financial reporting.
-
-
The adequacy of the Company's ethics and compliance programs.
-
-
The performance of the Company's internal audit function.
-
-
Legal and regulatory matters that may impact the quality or integrity of the Company's financial statements or internal control over financial
reporting.
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Pre-Approval Policies and Procedures
|
The
Audit Committee has adopted a policy requiring that substantially all audit, audit-related, and non-audit services provided by the independent registered public
accounting firm be pre-approved by the Audit Committee. Pre-approval is not necessary for certain minor non-audit services that (i) do not constitute more than 5% of the total amount of
revenues paid by the Company to Ernst & Young during the fiscal year the non-audit services were provided; (ii) were not recognized by the Company to be non-audit services at the time of
the engagement for such services; and (iii) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee
or by one or more members of the Audit Committee whom authority to grant such approvals has been delegated by the Audit Committee. The Audit
Committee may delegate authority to one or more independent members of the Audit Committee to grant pre-approvals of audit and permitted non-audit services, provided that any such pre-approvals are
presented to the full Audit Committee at its next scheduled meeting. During fiscal 2019, 100% of the non-audit services provided to us by Ernst & Young were pre-approved by the Audit Committee.
In
accordance with applicable law, the Audit Committee has adopted a policy that prohibits our independent auditors from providing the following
services:
-
-
Bookkeeping or other services related to the accounting records or financial statements of At Home Group Inc.
-
-
Financial information systems design and implementation.
-
-
Appraisal or valuation services, providing fairness opinions, or preparing contribution-in-kind reports.
-
-
Actuarial services.
-
-
Internal audit outsourcing services.
-
-
Management functions or human resources.
-
-
Broker or dealer, investment adviser, or investment banking services.
-
-
Legal services and expert services unrelated to the audit.
-
-
Any other service that PCAOB prohibits through regulation.
The
Audit Committee's pre-approval policy is in the Audit Committee Charter, which is available on our website at investor.athome.com.
Ernst & Young's Fees and Services
|
The
following is a description of the professional services performed and the fees billed by Ernst & Young for fiscal 2019 and 2018. All of such services were
approved in conformity with the pre-approval policies and procedures described above. The Audit Committee has considered whether the services provided by Ernst & Young were compatible with
maintaining Ernst & Young's independence and, based on its reviews and discussions with management and Ernst & Young noted above, has determined
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that
the nature and substance of the services did not impair the status of Ernst & Young as the Company's independent registered public accounting firm.
|
|
|
|
|
Type of Fees
|
|
Fiscal Year Ended
January 26, 2019
($)
|
|
Fiscal Year Ended
January 27, 2018
($)
|
|
|
|
|
|
Audit Fees(1)
|
|
1,496,047
|
|
1,501,811
|
Audit-Related Fees(2)
|
|
|
|
|
Tax Fees(3)
|
|
|
|
98,581
|
All Other Fees(4)
|
|
2,200
|
|
2,200
|
|
|
|
|
|
Total
|
|
1,498,247
|
|
1,602,592
|
|
|
|
|
|
-
(1)
-
Audit
fees consist of fees for professional services rendered for the audits of our financial statements, review of interim financial statements, assistance with
registration statements filed with the SEC, and services that are normally provided by Ernst & Young. Audit fees for fiscal 2018 also include fees for services provided by Ernst & Young
in connection with the registration on Form S-3 of shares of our common stock on behalf of our Sponsors and related secondary offerings of our common stock.
-
(2)
-
Audit-related
fees relate to assurance and related services by Ernst & Young that are reasonably related to the performance of the audit or review of the
Company's financial statements.
-
(3)
-
Tax
fees are fees for a variety of permissible services relating to tax consulting, compliance, planning, and advisory services.
-
(4)
-
All
other fees relate to professional services not included in the categories above, including fees related to a subscription to an accounting research tool.
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REPORT OF THE AUDIT COMMITTEE
On behalf of the Board, the Audit Committee oversees the qualifications, performance and independence of the Company's
independent registered public accounting firm, the
operation of a system of internal controls designed to ensure the integrity of the Company's financial statements and reports and compliance with laws, regulations and corporate policies.
In
fiscal 2019, the Audit Committee held seven meetings. Meeting agendas are established by the Chair of the Audit Committee, together with members of management. In fiscal 2019, among
other things, the Audit Committee:
-
-
reviewed and discussed with management and Ernst & Young the unaudited quarterly financial statements included in each Quarterly Report
on Form 10-Q filed with the SEC;
-
-
periodically reviewed and discussed with management and Ernst & Young the Company's earnings press releases, earnings guidance and the
use of non-GAAP information;
-
-
received updates on management's process to assess the adequacy of the Company's system of internal control over financial reporting, the
framework used to make the assessment and management's conclusions on the effectiveness thereof;
-
-
discussed with the Company's independent auditor, Ernst & Young, the Company's
internal control assessment process, management's
assessment with respect thereto and Ernst & Young's evaluation of the Company's system of internal control over financial reporting;
-
-
pre-approved, in accordance with its
charter, audit services and permissible non-audit services to be provided to the Company by Ernst &
Young;
-
-
reviewed the Company's internal audit plan and the performance of the internal audit function; and
-
-
reviewed with
management and Ernst & Young significant risks and exposures identified by management and the overall adequacy and
effectiveness of the Company's legal, regulatory and ethical compliance programs.
Furthermore,
in connection with the Company's annual report on Form 10-K for fiscal 2019, and the consolidated financial statements to be included therein, the Audit Committee
reviewed and discussed with management and Ernst & Young the Company's audited consolidated financial statements and related footnotes for the fiscal year ended January 26, 2019, and
Ernst & Young's report on those financial statements. Ernst & Young presented the matters required to be discussed with the Committee by Public Company Accounting Oversight Board
("PCAOB") standards and Rule 2-07 of SEC Regulation S-X and Statement on Auditing Standard No. 1301, as amended. These required communications included Ernst & Young's
perspective on the quality (not merely the acceptability) of the Company's accounting principles, the reasonableness of significant estimates and judgments made by management, and the disclosures in
the Company's consolidated financial statements, including the disclosures relating to critical accounting policies. The Audit Committee also received the written disclosures and letter from
Ernst & Young required by the applicable requirements of the PCAOB regarding Ernst & Young's communications with the Audit Committee concerning independence. The Audit Committee has
discussed with Ernst & Young its independence with respect to the Company and has considered whether Ernst & Young's provision of non-audit services is compatible with its independence.
Based
upon these reviews and discussions, the Audit Committee recommended to the Board that the Company's audited financial statements be included in the annual report on
Form 10-K for the fiscal year ended January 26, 2019 filed with the SEC. The Audit Committee also appointed Ernst & Young to
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serve
as the Company's independent registered public accounting firm for the fiscal year ending January 25, 2020.
This
report has been furnished by the members of the Audit Committee of the Board:
|
|
|
|
|
Audit Committee
|
|
|
Wendy A. Beck, Chair
Steve K. Barbarick
Joanne C. Crevoiserat
|
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PROPOSAL 2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee of the Board has appointed Ernst & Young as our independent registered public accounting firm for
the fiscal year ending January 25, 2020. Ernst & Young has served as our independent registered accounting firm since 2013. The services provided to us by Ernst & Young in fiscal
2019 and 2018 are described above under the heading "Audit Committee MattersErnst & Young's Fees and Services." We expect that representatives of Ernst & Young will be
present at the Annual Meeting to respond to appropriate questions and to make a statement if they so desire.
The
Audit Committee is responsible for selecting the Company's independent registered public accounting firm for the fiscal year ending January 25, 2020. Accordingly, stockholder
approval is not required to appoint Ernst & Young as our independent registered public accounting firm. However, the Audit Committee will take the outcome of the vote on this proposal into
consideration when appointing our independent registered public accounting firm in the future. The Audit Committee may retain another independent registered public accounting firm at any time during
the year if it concludes that such change would be in the best interest of the Company's stockholders, even if the stockholders approve this proposal.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 2 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF AT HOME GROUP INC. FOR THE FISCAL YEAR ENDING JANUARY 25, 2020.
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PROPOSAL 3 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
The Board proposes that stockholders provide advisory (non-binding) approval of the compensation of our named executive
officers, as disclosed in this Proxy Statement in accordance with the SEC's rules (commonly known as a "say-on-pay" proposal). We recognize the interest our stockholders have in the compensation of
our executives and we are providing this advisory proposal in recognition of that interest and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank
Act. In Proposal 4 to this Proxy Statement, we are also asking stockholders in a non-binding advisory proposal to vote on the frequency of the say-on-pay proposal.
As
described in detail under the heading "Compensation Discussion and Analysis," our named executive officer compensation program is designed to attract, motivate, and retain our named
executive officers, who are critical to our success, and ensure an alignment of interests of such persons with our stockholders. Under this program, our named executive officers are rewarded for their
service to the Company, the achievement of specific performance goals and the realization of increased stockholder value. We believe our named executive officer compensation programs also are
structured
appropriately to support our Company and business objectives, as well as to support our culture. The Compensation Committee and Board regularly review the compensation programs for our named executive
officers to ensure the fulfillment of our compensation philosophy and goals.
Please
read the "Compensation Discussion and Analysis" beginning on page 35 (which includes an Executive Summary), and the "Named Executive Officer Compensation Tables,"
beginning on page 51, for additional details about our named executive officer compensation program, including information about the target and earned compensation of our named executive
officers in fiscal 2019.
We
are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This vote is not intended to address any
specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we will
ask our stockholders to vote "FOR" the following resolution at the Annual Meeting:
"RESOLVED,
that the Company's stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company's Proxy Statement for the 2019 Annual Meeting of
Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other
related tables and disclosure."
The
say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board. We value the opinions of our stockholders and to the extent that this
proposal is not approved by a significant margin, the Compensation Committee will evaluate whether any actions are necessary to address the general concerns expressed by this vote.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 3 TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS
PROXY STATEMENT PURSUANT TO THE RULES OF THE SEC.
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PROPOSAL 4 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON NAMED EXECUTIVE
OFFICER COMPENSATION
In accordance with SEC rules, the Company is asking stockholders to indicate how frequently they would like the Company to hold
an advisory vote on the compensation of the Company's named executive officers, such as Proposal 3 included on page 77 of this Proxy Statement. By voting on this Proposal 4, stockholders may
indicate whether they would prefer an advisory vote be held on named executive officer compensation once every one, two, or three years, or may abstain. Stockholders will have an opportunity to cast
an advisory vote on the frequency of the say-on-pay vote at least every six years.
We
believe that it is important to give our stockholders the opportunity to provide input on our executive compensation in a consistent and meaningful manner. As such, the Board
believes that our
stockholders should have the opportunity to voice their approval or disapproval of our named executive compensation each year. The Board believes that annual votes will facilitate the highest level of
accountability to and communication with our stockholders. Further, an annual vote clearly ties the advisory vote on named executive compensation to the most recently completed fiscal year and related
disclosure and avoids the potential for confusion that exists with a biennial or triennial vote as to which year stockholders are being asked to evaluate and vote on.
This
advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the Board, but the Board will give careful consideration to the voting results
on this proposal and expects to be guided by the alternative that receives the greatest number of votes, even if that alternative does not receive a majority of the votes cast. Notwithstanding the
Board's recommendation and the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors
such as discussions with stockholders and the adoption of material changes to compensation programs.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE TO CONDUCT FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION EVERY "ONE
YEAR".
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At Home Group
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ADDITIONAL INFORMATION
Securities Authorized for Issuance under Equity Compensation Plans
|
The
following sets forth the aggregate information regarding our equity compensation plans in effect as of January 26, 2019:
|
|
|
|
|
|
|
Plan category
|
|
Number of securities
to be issued upon
exercise of outstanding
options, warrants, and
rights (a)
|
|
Weighted-average
exercise price of
outstanding options,
warrants, and rights
($) (b)
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a)) (c)
|
|
|
|
|
|
|
|
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
2012 Option Plan
|
|
2,688,809
|
|
10.56
|
|
|
2016 Equity Plan
|
|
|
|
|
|
3,923,952(1)
|
Stock options
|
|
5,070,023
|
|
27.19
|
|
|
Restricted stock units
|
|
314,027
|
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
8,072,859
|
|
21.43
|
|
3,923,952(1)
|
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
Total
|
|
8,072,859
|
|
21.43
|
|
3,923,952(1)
|
-
(1)
-
The
amount set forth in the table excludes 99,148 shares of common stock of the Company issuable upon stock options that have been forfeited and are not available
for reissuance under the 2016 Equity Plan.
-
(2)
-
No
exercise price is provided for the restricted stock units because they are converted into common stock on a one-for-one basis at no additional cost.
Section 16(a) Beneficial Ownership Reporting Compliance
|
Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") requires our executive officers and directors and each person who owns
more than 10% of our outstanding common stock to file reports of their stock ownership and changes in their ownership of our common stock with the SEC and the NYSE. These same people must also furnish
us with copies of these reports and we have the directors and applicable executive officers make representations to us that no other reports were required. We have performed a general review of such
reports and amendments thereto filed in fiscal 2019. Based solely on our review of the copies of such reports furnished to us and such representations, as appropriate, to our knowledge all of our
executive officers and directors, and other persons who owned more than 10% of our outstanding common stock, fully complied with the reporting requirements of Section 16(a) during fiscal 2019,
except that each of Messrs. Corsa, Nystrom and McLeod filed a late Form 4 on April 3, 2018 reporting the exercise of a stock option and same day sales of the underlying shares
that occurred on March 29, 2018.
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Presentation of Stockholder Proposals and Nominations at 2020 Annual Meeting
|
Stockholders
who wish to nominate persons for election to our Board or propose other matters to be considered at our 2020 annual meeting of stockholders must provide
us advance
notice of the director nomination or stockholder proposal, as well as the information specified in our Second Amended and Restated Bylaws, no earlier than February 5, 2020 and no later than
March 6, 2020. Stockholders are advised to review our Second Amended and Restated Bylaws, which contain the requirements for advance notice of director nominations and stockholder proposals.
Notice of director nominations and stockholder proposals must be mailed to our General Counsel and Corporate Secretary at 1600 East Plano Parkway, Plano, Texas 75074. The requirements for advance
notice of stockholder proposals under our Second Amended and Restated Bylaws do not apply to proposals properly submitted under Rule 14a-8 under the Exchange Act, as those stockholder proposals
are governed by Rule 14a-8. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any director nomination or stockholder proposal that does not
comply with our Second Amended and Restated Bylaws and other applicable requirements.
December 26,
2019 is the deadline for stockholders to submit proposals to be included in our proxy statement under Rule 14a-8 under the Exchange Act. However, if the date
of the 2020 annual meeting of stockholders is changed by more than 30 days from the date of the previous year's meeting, then the deadline is a reasonable time before we begin to print and send
our proxy statement for the 2020 annual meeting of stockholders. Proposals by stockholders must comply with all requirements of applicable rules of the SEC, including Rule 14a-8, and be mailed
to our General Counsel and Corporate Secretary at 1600 East Plano Parkway, Plano, Texas 75074. Submitting a stockholder proposal does not guarantee that we will include it in the Company's proxy
statement. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with Rule 14a-8 and other applicable
requirements.
Access to Reports and Other Information
|
We
file or furnish our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Proxy Statements, and other
documents electronically with the SEC under the Exchange Act. You may obtain such reports from the SEC's website at www.sec.gov.
Our
website is www.athome.com. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Proxy Statements, and other documents
filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available on our website as soon as reasonably practicable after we electronically file such material with, or
furnish it to, the SEC. Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Board committee charters are also available on our website. We will provide, free of charge, a
copy of any of our corporate documents listed above upon written request to our General Counsel and Corporate Secretary at 1600 East Plano Parkway, Plano, Texas 75074.
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At Home Group
2019 Proxy Statement
Table of Contents
List of Company Stockholders
|
A
list of our stockholders as of April 8, 2019, the record date for the Annual Meeting, will be available for inspection at our corporate headquarters during
ordinary business hours
throughout the 10-day period prior to the Annual Meeting. The list of stockholders will also be available for such examination at the Annual Meeting.
Availability of Fiscal 2019 Annual Report to Stockholders
|
The
Annual Report, including financial statements for the year ended January 26, 2019 audited by Ernst & Young, the Company's independent registered
public accounting firm, is being furnished with this Proxy Statement through the Internet, via e-mail or by paper delivery. See "Questions and Answers about the Proxy Materials and the Annual Meeting
How can I access the Company's proxy materials and other reports filed with the SEC?" for further information.
We urge you to vote promptly to ensure that your shares are represented at the Annual Meeting.
|
|
|
|
|
By Order of the Board of Directors,
|
|
|
Mary Jane Broussard,
General Counsel and Corporate Secretary
|
Plano,
Texas
April 24, 2019
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held
June 4, 2019
The Notice of Annual Meeting of Stockholders, this Proxy Statement, and the Annual Report are available at www.proxyvote.com.
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At Home Group
2019 Proxy Statement
VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 06/03/2019. Have your proxy card in hand when you access the web site and 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. AT HOME GROUP INC. 1600 EAST PLANO PARKWAY PLANO, TX 75074 VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 06/03/2019. Have your 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: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All Except To withhold authority to vote for any individual nominee(s), mark For All Except and write the number(s) of the AllAll The Board of Directors recommends you vote FOR ALL for the following: nominee(s) on the line below. 0 0 0 1. Election of Class III Directors. Nominees 01 Steve K. Barbarick 02 Paula L. Bennett 03 Martin C. Eltrich, III The Board of Directors recommends you vote FOR proposals 2 and 3. 2Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 25, 2020. 3Advisory approval of the named executive officer compensation. For 0 0 1 year 2 years Against 0 0 3 years 0 Abstain 0 0 Abstain 0 The Board of Directors recommends you vote 1 YEAR on proposal 4. 4Advisory approval of the frequency of the advisory vote on named executive officer compensation. 0 0 NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000417880_1 R1.0.1.18
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement are available at www.proxyvote.com AT HOME GROUP INC. Annual Meeting of Stockholders June 04, 2019 3:00 PM CDT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Mary Jane Broussard, General Counsel and Corporate Secretary, and Jeffrey R. Knudson, Chief Financial Officer, or either of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of AT HOME GROUP INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 03:00 PM CDT on June 04, 2019, at the Four Seasons Resort and Club, 4150 North MacArthur Blvd., Irving, Texas 75038, and any adjournment or postponement thereof and to vote in their judgement upon all other matters that may properly come before such meeting. The undersigned revokes any proxy previously given to vote at such meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations, which are set forth on the reverse side hereof. Continued and to be signed on reverse side 0000417880_2 R1.0.1.18
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