Sharon John
BUILD-A-BEAR WORKSHOPAbout Sharon John
Sharon John, 61, has served as President and Chief Executive Officer of Build-A-Bear Workshop since 2013 and joined the Board the same year; she currently serves as a Class II director with a term expiring in 2027 . She holds a BS in Communications from the University of Tennessee and an MBA from Columbia University . Performance under her leadership includes four consecutive years of record results through fiscal 2024, with EBITDA of $81.1M and total revenues of $496.4M in 2024, and 2022–2024 EBITDA and revenue CAGRs of 9.0% and 6.5%, respectively . Over the last five years, a $100 investment in BBW grew to $1,085 (company TSR), and 2024 net income and EBITDA were $51.8M and $81.1M, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stride Rite Children’s Group (Wolverine World Wide) | President | 2010–2013 | Led children’s footwear portfolio; direct consumer brand leadership relevant to BBW’s family/kids focus . |
| Hasbro, Inc. | GM & SVP, U.S. Toy Division; GM & SVP, Global Preschool | 2006–2009 | Drove major toy category P&L; strengthened branding, licensing, innovation—core to BBW’s retail/entertainment model . |
| Checkerboard Toys | Founder & CEO | n/a | Entrepreneurial product development experience . |
| VTech Industries (U.S. Toy Division) | Vice President | n/a | U.S. toy market commercial leadership . |
| Mattel, Inc. | Various roles | n/a | Broad toy industry experience across functions . |
| Advertising agencies | Account leadership (Hershey’s; Snickers/M&M Mars) | Early career | Consumer marketing and brand-building foundation . |
External Roles
| Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| Jack in the Box Inc. | Director | Not disclosed | Public restaurant company directorship; adds consumer/retail governance breadth . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 756,885 | 764,800 | 811,312 |
| Base salary rate ($, effective 2024) | — | — | 787,700 (3% raise) |
| Target annual bonus (% of salary) | — | — | 100% |
| Actual annual bonus payout ($) | 1,808,697 | 1,331,547 | 670,544 |
| Actual annual bonus payout (% of target) | — | — | 85.8% of target (plan result) |
Performance Compensation
Annual Incentive (2024 Bonus Plan)
| Metric | Weight | Threshold | Target | Maximum | Actual Result | Payout vs Base Bonus Calc |
|---|---|---|---|---|---|---|
| Consolidated EBITDA | 65% | $76.8M | $80.8M | $86.8M | $81.1M | Interpolated to total plan payout 85.8% |
| Consolidated Total Revenues | 35% | $485.0M | $515.0M | $540.0M | $496.4M | Interpolated to total plan payout 85.8% |
Notes:
- CEO base bonus payout is calculated off 100% of eligible base salary; 2024 plan paid 85.8% overall; CEO’s non-equity incentive shown above .
Long-Term Incentives (granted 2024)
| Component | Grant Date | Shares/Target | Vesting | Performance Conditions |
|---|---|---|---|---|
| Time-based RS | 4/16/2024 | 14,727 | 1/3 on 4/30/2025, 4/30/2026, 4/30/2027 | n/a |
| Performance-based RS | 4/16/2024 | 34,364 target | If earned, vests 4/30/2027 | 2024–2026 cumulative EBITDA (65%) and cumulative revenue (35%); payout 0–200% with Threshold/Target/Max at 25%/100%/200% . |
Prior Cycle PSU Payout (2022–2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| EBITDA CAGR (2022–2024) | 75% | 7% | 10% | 15% | 9.0% | 75% |
| Revenue CAGR (2022–2024) | 25% | 3% | 6% | 10% | 6.5% | 111% |
| Total Earned % | — | — | — | — | — | 84.1% |
| CEO shares earned | — | — | — | — | — | 40,814 (vested 4/30/2025) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 334,672 shares (261,288 common; 73,384 restricted) |
| Ownership as % of outstanding | 2.5% (13,205,991 shares outstanding) |
| Unvested time-based RS (as of 2/1/2025) | 32,570 shares; market value $1,379,014 (at $42.34 on 1/31/2025) |
| Unearned PSUs outstanding | 38,182 (2023 grant, vest 4/30/2026 if earned); 34,364 (2024 grant, vest 4/30/2027 if earned) |
| Option exposure | No outstanding stock options; company has not granted options since 2018 |
| Pledging/Hedging | Prohibited by policy; no director/NEO pledges; anti-hedging applies to directors/officers |
| Ownership guidelines | CEO: 5x base salary; all directors/NEOs in compliance during 2024 |
Vesting calendar implications:
- Time-based awards vest each April 30 (2025/2026/2027); 2022–2024 PSUs vested 4/30/2025. Vesting may trigger tax-withholding share sales; dividends on time-based RS are paid upon vesting .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement term | Initial 3-year term from 3/7/2016; renews year-to-year |
| Base salary floor | Not less than $700,000; reviewed annually, not reduced during term |
| Target bonus floor | Not less than 100% of base salary, subject to performance |
| Severance (no CIC or >24 months post-CIC) | 12 months base salary + lump-sum equivalent to 18 months of company-paid health/dental/vision; prorated bonus subject to plan criteria |
| Severance (within 24 months post-CIC) | 24 months base salary + target bonus for year of termination + 18 months benefits; double-trigger equity vesting generally requires termination upon CIC |
| Non-compete | 1 year; U.S. and countries where BBW has retail presence; limited exceptions |
| 280G treatment | Best-net (pay in full or cut back to avoid excise tax) |
Estimated payments if terminated as of 2/1/2025:
- Involuntary termination within 24 months post-CIC: $8,451,034 (includes $1,575,400 salary continuation; $670,544 bonus; $6,178,676 equity acceleration; $26,414 benefits) .
- Severance termination (no CIC): $1,484,657 (includes $787,700 salary; $670,544 bonus; $26,414 benefits) .
Board Governance
- Role and tenure: Director since 2013 (concurrent with CEO appointment); Class II; current term ends 2027 .
- Leadership structure: Separate Non-Executive Chairman (Craig Leavitt); CEO and Chair roles split; independent director executive sessions held .
- Committee assignments: CEO does not serve on standing committees; Audit (Carrara Chair; members Carrara, Dixon, Iyengar, Johnson, Leavitt), Compensation & Human Capital (Leavitt Chair; members Carrara, Iyengar, Rotenberg), Nominating & Governance (Dixon Chair; members Johnson, Leavitt, Rotenberg) .
- Independence: All non-management directors are independent per NYSE; as CEO, Sharon John is not independent .
- Attendance: Board met seven times in fiscal 2024; all directors attended all Board and committee meetings .
- Director compensation: As management, Sharon John received no director fees .
Compensation Structure Analysis
- Mix and performance linkage: For 2024, 59% of CEO target compensation was performance-based (target cash bonus + PSUs) .
- Annual incentive rigor: 2024 plan used EBITDA (65%) and revenue (35%); actual payout 85.8%—below target—despite record results, indicating calibrated hurdles .
- LTI emphasis: CEO’s LTI is 70% performance-based; metrics on multi-year cumulative EBITDA and revenue (0–200% payout), reinforcing sustained value creation .
- No options, no repricing: Company has not granted options since 2018; current equity is RS/PSU—lower risk and dilution vs options; no option repricing disclosed .
- Governance protections: Clawback policy adopted Nov 2023 (mandatory recoupment upon certain restatements); anti-hedging/pledging; no tax gross-ups; double-trigger CIC vesting generally requires termination .
Compensation Peer Group and Say-on-Pay
- Peer group (2024 study): American Outdoor Brands; Blue Apron; Citi Trends; Delta Apparel; Duluth; Funko; J.Jill; Kirkland’s; Marcus Corp; Oxford Industries; Shake Shack; Tilly’s; Vera Bradley; Vince; Weyco; iMedia Brands and WWE removed due to bankruptcy/go-private .
- Target positioning: Around the market 50th percentile; heavier LTI weighting than peers; Meridian served as independent consultant .
- Say-on-Pay: 92% approval at 2024 annual meeting; ongoing engagement; no program changes specifically in response .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (value of $100) | 133 | 439 | 601 | 602 | 1,085 |
| Net Income ($M) | (23.0) | 47.3 | 48.0 | 52.8 | 51.8 |
| EBITDA ($M) | (6.9) | 63.0 | 74.4 | 79.1 | 81.1 |
- 2024 highlights: Fourth consecutive year of record results; EBITDA $81.1M; revenues $496.4M .
- Pay ratio: CEO-to-median employee pay ratio of 767.4:1, reflecting a large part-time/seasonal workforce .
Employment & Contracts (Retention and Risk)
- Auto-renewing agreement with robust non-compete and non-solicit; severance provides 12 months of salary without CIC or 24 months with CIC plus target bonus and benefits; double-trigger equity vesting normatively requires termination on CIC; best-net 280G treatment (no gross-up) .
- Potential payout magnitude on CIC termination ($8.45M) largely driven by equity acceleration, aligning with performance and shareholder outcomes .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; none pledged by directors/NEOs .
- Clawback policy compliant with Rule 10D-1/NYSE .
- Related-party transaction controls disclosed; no related-party transactions highlighted for NEOs/Directors .
- No option repricing; no tax gross-ups on comp/severance .
- Insider trading policy with windowed trading and restrictions .
Equity Ownership & Vesting Schedules (Trading Pressure Indicators)
| Item | Date(s) | Shares |
|---|---|---|
| 2022–2024 PSU vest | 4/30/2025 | 40,814 (CEO) |
| Time-based RS scheduled vests | 4/30/2025, 4/30/2026, 4/30/2027 | CEO unvested 32,570 as of 2/1/2025 |
| PSU cycles outstanding | 2023–2025; 2024–2026 | 38,182 (2023 grant target at 100%); 34,364 (2024 grant target at 100%) |
Vesting clusters around April 30 may coincide with withholding-related share sales; trading remains subject to insider policy and open windows .
Board Service History, Committees, and Dual-Role Implications
- Board tenure since 2013, currently Class II; term through 2027 .
- Not independent due to executive status; does not serve on Audit/Compensation/Nominating committees .
- Chair and CEO roles are separated; Non-Executive Chairman oversees agendas, executive sessions, and CEO evaluation, mitigating dual-role concerns .
- All directors attended 2024 meetings; no director fees paid to John .
Investment Implications
- Alignment: High insider ownership (2.5%) with stringent anti-pledging/hedging and 5x salary ownership guideline (in compliance) supports shareholder alignment and reduces agency risk .
- Incentive design: Heavy weighting to EBITDA and revenue for both STI and LTI (0–200% PSU payout) ties realized pay to profitable growth; 2024 plan paid below target despite record results, suggesting disciplined targets .
- Retention/CIC: Retention risk appears contained by multi-year RS/PSU ladders and market-aligned severance; CIC payout magnitude is equity-driven and double-triggered, limiting windfalls absent a transaction and termination .
- Trading signals: Annual vesting on April 30 and performance vestings can create episodic supply; monitor Form 4s around vest dates and window openings for potential flow (policy-managed) .
- Execution: Track record shows sustained EBITDA growth and strong 5-year TSR; ongoing calibration of PSU metrics and peer benchmarking at ~50th percentile with independent oversight lowers pay inflation and governance risk .