David Henderson
BUILD-A-BEAR WORKSHOPAbout David Henderson
David Henderson, 52, was appointed Chief Revenue Officer of Build-A-Bear Workshop effective September 16, 2024, following senior commercial roles at Melissa & Doug (Chief Commercial Officer), Newell Brands (President & GM – Global Baby Gear), and nearly 18 years at Hasbro culminating as SVP Consumer Products/Licensing North America . He leads revenue growth across retail and e-commerce and oversees warehouse operations, reporting to the CEO . BBW’s 2024 performance framework that governs Henderson’s incentives emphasizes profitability and revenue: company results were consolidated EBITDA of $81.1 million and total revenues of $496.4 million in fiscal 2024, underpinning an 85.8% corporate bonus payout factor; the three-year PSU design (2024–2026) weights cumulative EBITDA 65% and cumulative revenue 35% with 0–200% payout leverage . The company previously paid out its 2022–2024 PSU cycle at 84.1% of target driven by EBITDA CAGR of 9.0% (75% payout) and revenue CAGR of 6.5% (111% payout), evidencing focus on profitable growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Melissa & Doug, LLC | Chief Commercial Officer | May 2020 – May 2024 | Led commercial strategy; relevant to BBW’s multi-channel monetization . |
| Newell Brands Inc. | President & GM – Global Baby Gear | Mar 2019 – Apr 2020 | Ran a global P&L in juvenile products; operational scaling experience . |
| Hasbro, Inc. | Various leadership roles; ultimately SVP Consumer Products/Licensing North America | ~18 years, ending 2019 | Built licensing/commercial partnerships; brand monetization expertise . |
Fixed Compensation
| Component | 2024 Detail | Notes |
|---|---|---|
| Annual base salary rate | $475,000 | Set upon appointment as CRO effective 9/16/2024 . |
| Salary actually paid (SCT) | $173,919 | Reflects partial year from Sept 16, 2024 start . |
| Target bonus (% of base) | 50% | Set when appointed; calculated on full $475k (not prorated) for 2024 plan . |
| Actual annual bonus (NEIP) | $203,656 | Paid for 2024 performance (85.8% corporate factor applied to $237,500 base bonus calc) . |
| Signing bonus | $25,000 | Paid at hiring . |
| Other compensation (perqs) | $13,119 total | Includes LTD insurance ($192), life insurance ($61), dividends credited on restricted stock ($865), and $12,000 relocation assistance . |
Performance Compensation
Annual Bonus Plan – 2024 Design and Outcome
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Consolidated EBITDA | 65% | $76.8m | $80.8m | $86.8m | $81.1m | Driven into overall 85.8% base bonus payout . |
| Consolidated Total Revenues | 35% | $485.0m | $515.0m | $540.0m | $496.4m | Driven into overall 85.8% base bonus payout . |
| Total Corporate Payout | — | — | — | — | — | 85.8% of Base Bonus Payout . |
Notes:
- Henderson’s 2024 eligible base salary for bonus calculation was set to his full $475,000 annual rate (not prorated), with target bonus of 50% .
- His 2024 actual non‑equity incentive compensation was $203,656, consistent with the 85.8% payout on a $237,500 base bonus calculation .
Long-Term Incentive Awards – 2024 Grants (upon appointment)
| Grant Date | Instrument | Shares/Target | Grant-Date Fair Value | Price Reference | Vesting | Performance Conditions |
|---|---|---|---|---|---|---|
| 9/16/2024 | Time-based Restricted Stock | 2,163 | $66,361 | $30.68 per share | 1/3 on 4/30/2025; 1/3 on 4/30/2026; 1/3 on 4/30/2027 | N/A (time-based) . |
| 9/16/2024 | Three-year Performance-Based Restricted Stock (target) | 2,163 | $66,361 | $30.68 per share | If earned, vests 4/30/2027 | 2024–2026 cumulative EBITDA (65%) and cumulative revenue (35%); payout 0–200% of target; interpolation between levels . |
Additional design details:
- Henderson’s LTI was pro-rated for time in role in 2024, split 50% time-based and 50% performance-based, consistent with non-CEO NEOs .
- BBW has granted no stock options since 2018; awards are restricted stock (time- and performance-based) .
- PSUs and annual bonus are subject to the company’s Clawback Policy adopted in Nov 2023 under SEC Rule 10D‑1/NYSE standards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,163 shares as of April 16, 2025; less than 1% of shares outstanding . |
| Ownership guidelines | Executive officers (other than CEO) must hold 1x base salary in company stock within 3 years of hire; all NEOs were in compliance during fiscal 2024 . |
| Hedging/pledging | Prohibited: no hedging, short sales, derivatives; no margin or pledging of company stock . |
| Counting methodology | Beneficial ownership table includes time-based restricted stock and shares vesting within 60 days (earned performance-based) . |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Employment, Confidentiality and Noncompete Agreement effective 9/16/2024; initial 3-year term with automatic 1-year renewals unless notice given . |
| Base salary floor | Not less than $475,000; reviewed annually; cannot be decreased during term . |
| Target bonus | Not less than 50% of earned annual base pay; payable in cash, stock, or options at Board discretion; standard payout timing . |
| Equity eligibility | Eligible under Amended & Restated 2020 Omnibus Incentive Plan; 2024 awards pro‑rated and split 50% TBRS/50% PSUs . |
| Clawback | Subject to company Clawback Policy adopted Nov 2023 . |
| Non-compete | During term and for one year thereafter, may not join/associate with competitors in the U.S. or countries where BBW has retail presence (limited exceptions) . |
| Non-solicit/confidentiality | Non-solicitation, non-disparagement, and confidentiality provisions apply . |
| Severance (no CIC) | If terminated without cause or resigns for good reason prior to or 24+ months after a CIC: 12 months base salary continuation; prorated bonus per plan; lump sum equal to 18 months of company-paid health/dental/vision premiums . |
| Severance (within 24 months post‑CIC) | 18 months base salary; prorated target bonus for year of termination; lump sum of 18 months health benefits; double‑trigger cash severance . |
| 280G cutback | Best‑net approach: pay in full or cut back to avoid excise tax, whichever yields higher after‑tax value . |
Potential Payments if Terminated as of FY2024 Year-End (reference values)
| Scenario | Salary Continuation | Bonus | Equity With Accelerated Vesting | Continued Benefits | Total |
|---|---|---|---|---|---|
| Death | $0 | $203,656 | $207,654 | $0 | $411,310 . |
| Disability | $0 | $203,656 | $207,654 | $0 | $411,310 . |
| Severance Termination (no CIC) | $475,500 | $203,656 (prorated per plan) | $0 | $26,414 | $705,070 . |
| Involuntary Termination if Change in Control (double trigger) | $712,500 | $203,656 (prorated target) | $207,654 | $26,414 | $1,150,224 . |
| Change in Control (no termination) | $0 | $0 | $207,654 (per plan conditions) | $0 | $207,654 . |
Notes:
- Equity values above use $42.34 closing price on Jan 31, 2025 (FY2024 last trading day) .
- “Bonus” figures shown reflect the actual 2024 payout approved in April 2025 when used as the proxy for prorated amounts in termination table presentation .
Investment Implications
- Alignment and performance sensitivity: Henderson’s pay mix includes a 50% target bonus tied to EBITDA (65% weight) and revenue (35% weight), plus PSUs with 0–200% payout on the same three-year objectives—clear pay-for-performance linkage to profitability and top-line execution .
- Retention and overhang: Time-based restricted stock vests annually each April 30 (2025–2027), while PSUs cliff-vest in 2027 if earned—creating identifiable vest-related supply windows but also reinforcing near- and long-term retention .
- Governance safeguards: Prohibitions on hedging/pledging, executive ownership requirements (1x salary within 3 years), and a formal clawback policy reduce misalignment risk and encourage longer holding periods .
- Change-in-control economics: Double-trigger cash severance (18 months base + prorated target bonus) and defined equity treatment yield an estimated $1.15 million liability for Henderson at FY2024 prices—moderate and shareholder-friendly with a 280G best‑net cutback .
- Execution track: BBW’s recent results (2024 EBITDA $81.1m; revenue $496.4m; 4th straight record year) provide a constructive backdrop for a CRO with deep brand-commercial expertise; monitoring quarterly bonus math and three-year PSU goal trajectories will serve as real-time confidence indicators .
No related-party transactions or familial ties were disclosed in connection with Henderson’s appointment; there were no special arrangements pursuant to which he was appointed .