J. Christopher Hurt
BUILD-A-BEAR WORKSHOPAbout J. Christopher Hurt
J. Christopher Hurt is Build-A-Bear Workshop’s Chief Operations Officer and a Named Executive Officer; his employment agreement’s initial term dates to March 7, 2016 and renews year-to-year, indicating multi-year tenure and continuity in the role . BBW’s pay programs tie a significant portion of NEO compensation to consolidated EBITDA and total revenue, with four consecutive years of record results and 2024 payouts reflecting performance (2024 EBITDA $81.1M; total revenues $496.4M; bonus plan payout at 85.8% of target) . Company TSR has compounded strongly over five years (value of $100 investment rising to $1,085), alongside rising EBITDA and net income, aligning executive incentives to shareholder value creation .
Past Roles
No prior roles for Mr. Hurt were disclosed in the DEF 14A filings reviewed; current role presented below .
External Roles
No external directorships or outside roles for Mr. Hurt were disclosed in the DEF 14A filings reviewed .
Fixed Compensation
| Item | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $443,069 | $460,781 | $493,829 |
| Committee-Approved Base for 2024 ($) | — | — | $479,600 |
| Target Bonus (% of Eligible Base) | 50% | 50% | 50% |
Notes:
- BBW updated base salaries in April 2024 (Hurt to $479,600) as part of annual review tied to 2023 results; Hurt’s Summary Compensation Table reflects salary earned through FY 2024 .
Performance Compensation
Annual Cash Bonus (2024 Bonus Plan)
| Metric | Weighting | Threshold | Target | Maximum | Actual FY2024 | Payout Impact |
|---|---|---|---|---|---|---|
| Consolidated EBITDA | 65% | $76.8M | $80.8M | $86.8M | $81.1M | Interpolated into total 85.8% payout |
| Consolidated Total Revenues | 35% | $485.0M | $515.0M | $540.0M | $496.4M | Interpolated into total 85.8% payout |
- Hurt’s actual FY2024 non-equity incentive paid: $204,128 .
Long-Term Incentive Awards – 2024 Grants (Approved April 2024)
| Award Type | Grant Date | Shares/Target | Vesting | Performance Metrics |
|---|---|---|---|---|
| Time-Based Restricted Stock | 4/16/2024 | 6,363 shares | 1/3 on 4/30/2025; 1/3 on 4/30/2026; 1/3 on 4/30/2027 | N/A |
| Performance-Based Restricted Stock (Target) | 4/16/2024 | 6,364 target shares | Earned shares vest 4/30/2027 | Cumulative EBITDA (65%) and cumulative total revenue (35%) across 2024–2026, 0–200% earnout |
Prior Performance Program – 2022–2024 Earnout
| Item | Target | Actual Payout | Vesting |
|---|---|---|---|
| 2022–2024 PSR Earned (Hurt) | 8,319 target shares | 6,997 shares (84.1% earnout) | Vested on 4/30/2025 |
| 2022–2024 Metrics | EBITDA CAGR 7/10/15% (75% wgt), Revenue CAGR 3/6/10% (25% wgt) | Actual: EBITDA CAGR 9.0% (75% payout), Revenue CAGR 6.5% (111% payout) | 4/30/2025 |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership | 50,173 shares (30,000 common; 20,173 restricted) |
| % of Shares Outstanding | <1.0% per proxy table |
| Unvested Time-Based RS (as of 2/1/2025) | 13,176 shares; MV $557,872 (at $42.34 1/31/2025 close) |
| Earned but Unvested PSR (2022–2024) | 6,997 shares; MV $296,253 |
| Unearned PSR – 2023 Grant | 6,061 shares; MV $256,623 (assumed target) |
| Unearned PSR – 2024 Grant | 6,364 shares; MV $269,452 (assumed target) |
| Options Outstanding | None outstanding at FY-end |
| FY2024 Option Exercise | 5,922 shares exercised; value realized $52,953 |
| Stock Ownership Guidelines | Executives (non-CEO) must hold 1x base salary; all NEOs in compliance FY2024 |
| Hedging/Pledging | Prohibited; no executive pledges; policy bars margin accounts/pledging |
Upcoming vesting cadence likely increases tradable float from time-based tranches each April 30, and earned PSR vest dates (2026, 2027), relevant for monitoring potential post-vesting selling behavior .
Employment Terms
| Provision | Terms (Non-CEO NEO – Hurt) |
|---|---|
| Agreement Term | Initial term from 3/7/2016; auto-renews year-to-year |
| Base Salary Floor | Not less than $400,000; annually reviewed, not decreased |
| Target Annual Bonus | Not less than 50% of base salary; contingent on annual performance objectives |
| Severance (no CIC or >24 months post-CIC) | 12 months base salary continuation; lump sum of 18 months company-paid health/dental/vision |
| Severance (within 24 months post-CIC) | 18 months base salary continuation + prorated target bonus for year of termination; 18 months benefits lump sum |
| Equity Vesting – Change in Control | Generally “double trigger” for long-term incentive vesting (CIC plus termination); limited single-trigger acceleration per 2020 Plan circumstances |
| Non-Compete/Non-Solicit | Non-compete for term and 1 year thereafter with geographic scope where BBW operates |
| Clawback | Mandatory recoupment of erroneously awarded incentive-based comp per Rule 10D-1 and NYSE |
| Anti-Hedging & Anti-Pledging | Strict prohibitions; policy filed; no pledges |
| Perquisites | Company-paid LTD and life insurance; FY2024 LTD premium $741; life premium $239; dividends credited on restricted stock subject to vest |
| Deferred Comp (NQDC) | Plan frozen since 2022; Hurt balance $156,126; lump-sum distribution at termination or elected date; acceleration possible for disability/CIC |
Multi-Year Compensation Summary
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $443,069 | $460,781 | $493,829 |
| Stock Awards (Grant-Date Fair Value) | $299,983 | $300,044 | $349,993 |
| Non-Equity Incentive Plan Comp | $559,390 | $438,970 | $204,128 |
| All Other Compensation | $7,157 | $84,002 | $26,221 |
| Total | $1,309,599 | $1,283,797 | $1,074,171 |
Performance & Track Record
- BBW delivered four consecutive years of record results with FY2024 EBITDA $81.1M and total revenues $496.4M; CAP-to-performance analysis highlights EBITDA as the primary linkage for executive pay .
- Five-year TSR shows strong absolute performance (initial $100 investment to $1,085); net income increased to $51.8M for FY2024, further supporting alignment between realized outcomes and incentive frameworks .
Compensation Structure Analysis
- Increased weighting to performance-based equity persists: for non-CEO NEOs, 50% of LTI is performance-based with 0–200% earnout on cumulative EBITDA and revenue objectives over three years .
- Year-over-year shift in cash vs equity: FY2024 variable cash declined versus prior years as EBITDA/revenue came in between threshold and target; performance RS grants maintained .
- Governance safeguards: clawbacks, no tax gross-ups, anti-hedging/anti-pledging, payout caps, and stock ownership requirements underscore shareholder-friendly design .
Equity Ownership & Vesting Schedule Detail
| Category | Shares | Key Dates |
|---|---|---|
| Time-Based RS Outstanding | 13,176 | Vests 1/3 each 4/30/2025, 4/30/2026, 4/30/2027 |
| PSR Earned but Unvested (2022–2024) | 6,997 | Vested 4/30/2025 |
| PSR – 2023 Grant (Unearned at Target) | 6,061 | Earnout based on 2023–2025 metrics; vest 4/30/2026 if earned |
| PSR – 2024 Grant (Unearned at Target) | 6,364 | Earnout based on 2024–2026 metrics; vest 4/30/2027 if earned |
No shares are pledged; insider trading windows and anti-hedging policies apply to directors and officers .
Employment Terms — Change-of-Control Economics (Illustrative FY2024)
| Scenario (as of 2/1/2025) | Salary Continuation | Bonus | Equity Acceleration | Benefits Lump Sum | Total |
|---|---|---|---|---|---|
| Severance (no CIC/>24m post-CIC) | $479,600 | $204,128 (actual FY2024 bonus) | — | $30,139 | $713,867 |
| Involuntary Termination within 24m post-CIC | $719,400 | $204,128 (actual FY2024 bonus) | $1,380,199 | $30,139 | $2,333,866 |
| CIC (no termination; limited accel per plan) | — | — | $1,380,199 | — | $1,380,199 |
Note: Equity values use $42.34 closing price on 1/31/2025 (last trading day of FY2024) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~92% of votes cast; Committee retained structure with performance-heavy emphasis after engagement with investors .
Investment Implications
- Strong pay-for-performance alignment: Annual and multi-year incentives tied principally to EBITDA and revenue with capped payouts and clawbacks reduce downside risk for shareholders; 2024 payout at 85.8% suggests calibration is sensitive to execution misses .
- Retention risk appears managed: Auto-renewing agreement since 2016, 12–18 month salary continuations and double-trigger vesting post-CIC are competitive but not excessive; non-compete for one year adds retention leverage .
- Insider selling pressure monitor: Annual April 30 vesting dates for time-based RS and performance programs create periodic liquidity events; FY2024 option exercise indicates usage of legacy awards, but no options outstanding and anti-hedging/pledging policies reduce risk of misalignment .
- Skin-in-the-game: Beneficial ownership plus unvested balances and ownership guidelines (1x salary, in compliance) support alignment; no pledging is a positive governance signal .