Voin Todorovic
BUILD-A-BEAR WORKSHOPAbout Voin Todorovic
Build-A-Bear Workshop’s Chief Financial Officer since September 2014, age 50 as of FY2025. Prior experience includes senior finance and operations leadership at Wolverine Worldwide’s Lifestyle Group (Sperry, Hush Puppies, Keds, Stride Rite) and earlier roles at Collective Brands and Payless ShoeSource . Company performance under the current executive team has delivered four consecutive years of record results; FY2024 EBITDA was $81.1 million and total revenues were $496.4 million, with the company TSR value rising to $1,085 for a $100 initial investment over 2020–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wolverine Worldwide – Lifestyle Group | Head of Finance & Operations | 2013–2014 | Led finance/ops for multi-brand portfolio (Sperry, Hush Puppies, Keds, Stride Rite), spanning wholesale, DTC, and international franchising . |
| Wolverine Worldwide – Stride Rite Children’s Group | VP Finance & Administration | 2011–2013 | Supported growth and operational scaling across global children’s footwear . |
| Wolverine Worldwide – Performance + Lifestyle Group | Vice President | 2010–2011 | Finance leadership across performance/lifestyle categories . |
| Collective Brands / Payless ShoeSource | Various roles | Prior to 2010 | Progressive finance/operations roles at major footwear retailer . |
Fixed Compensation
Multi-year compensation (reported):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 416,654 | 455,161 | 493,814 |
| Stock Awards ($) | 299,983 | 300,044 | 349,993 |
| Non-Equity Incentive Plan ($) | 543,085 | 438,940 | 204,085 |
| All Other Compensation ($) | 7,514 | 84,000 | 26,216 |
| Total ($) | 1,267,236 | 1,278,145 | 1,074,108 |
Additional details:
- 2024 base salary set by the Committee at $479,500 (3% increase vs 2023); target bonus set at 50% of eligible base salary .
- Company contributions/perquisites in 2024 included 401(k) match ($13,800), LTD and life insurance premiums, and dividends credited on restricted stock included in “All Other Compensation” .
Performance Compensation
2024 annual bonus design and outcome:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Consolidated EBITDA | 65% | $76.8m | $80.8m | $86.8m | $81.1m | 85.8% of Base Bonus Payout |
| Consolidated Total Revenues | 35% | $485.0m | $515.0m | $540.0m | $496.4m | 85.8% of Base Bonus Payout |
- Individual 2024 payout for Todorovic reported at $204,085 .
- Base Bonus Payout set at 50% of eligible 2024 base salary for Todorovic .
Long-term incentives (granted in 2024):
| Award Type | Shares Granted | Performance/Vesting | Key Terms |
|---|---|---|---|
| Time-based Restricted Stock | 6,363 | Vests 1/3 on 4/30/2025, 1/3 on 4/30/2026, 1/3 on 4/30/2027 | Dividends accrue and pay upon vest; voting rights on unvested shares . |
| Performance-based Restricted Stock (Target) | 6,364 | Earned on cumulative EBITDA (65%) and cumulative Total Revenues (35%) over 2024–2026; vest 4/30/2027 | Payout scale: 0%/25%/100%/200% for Below Threshold/Threshold/Target/Maximum . |
Earned 2022–2024 performance-based award:
| Metric (2022–2024) | Weight | Threshold | Target | Maximum | Actual | Earned % |
|---|---|---|---|---|---|---|
| EBITDA CAGR | 75% | 7% | 10% | 15% | 9.0% | 75% |
| Total Revenue CAGR | 25% | 3% | 6% | 10% | 6.5% | 111% |
- Voin Todorovic earned 6,997 shares (84.1% of target) that vested on April 30, 2025 .
Equity Ownership & Alignment
| Ownership Element | Value |
|---|---|
| Beneficial ownership (as of 4/16/2025) | 77,692 shares; 57,519 common and 20,173 restricted; less than 1% of shares outstanding . |
| Shares outstanding (record date) | 13,205,991 . |
| Unvested time-based RSUs (2/1/2025) | 13,176 shares; market value $557,872 (at $42.34 close) . |
| Unearned PSUs (granted 2023) | 6,061 target shares; market value $256,623 . |
| Unearned PSUs (granted 2024) | 6,364 target shares; market value $269,452 . |
| Earned PSUs (granted 2022) | 6,997 shares; payout value $296,253 . |
| Options outstanding | None (company-wide) . |
| Ownership guidelines | NEOs required to hold ≥1x base salary; all NEOs compliant in fiscal 2024 . |
| Hedging/pledging | Prohibited; no director or NEO has pledged shares . |
Vesting schedules noted above may create periodic liquidity events (e.g., tax withholding) on April 30, 2025–2027 for time-based awards; performance awards, if earned, vest on April 30, 2027 .
Employment Terms
Key contract economics for non-CEO NEOs (including CFO):
- Initial term three years from March 7, 2016 with auto-renewal; minimum base salary not less than $350,000; minimum annual bonus not less than 50% of base salary (subject to performance); one-year non-compete post-termination .
- Severance without cause/good reason: 12 months salary continuation plus lump-sum equivalent to 18 months of company-paid health/dental/vision .
- Change-of-control termination (within 24 months): 18 months salary continuation plus prorated target bonus and 18 months benefits; equity vesting generally “double trigger” only upon qualifying termination .
Potential payments table (as if terminated on 2/1/2025):
| Scenario | Salary Continuation ($) | Bonus ($) | Equity Accelerated ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Death | — | 204,085 | 1,380,199 | — | 1,584,284 |
| Disability | — | 204,085 | 1,380,199 | — | 1,584,284 |
| Severance Termination (no CoC) | 479,500 | 204,085 | — | 26,275 | 709,860 |
| Involuntary Termination (within 24 months post-CoC) | 719,250 | 204,085 | 1,380,199 | 26,275 | 2,329,809 |
| Change in Control (no termination) | — | — | 1,380,199 | — | 1,380,199 |
Governance provisions:
- Clawback policy adopted November 2023 (mandatory recoupment for accounting restatements) .
- No tax gross-ups; payout caps; independent compensation consultant; anti-hedging/anti-pledging .
Compensation Structure Analysis
- Mix shift: 2024 total compensation declined YoY ($1.07m vs $1.28m in 2023) on lower annual bonus despite higher stock award grant value ($349,993 vs $300,044) .
- At-risk pay: Bonus and PSUs tied to EBITDA and revenue, with 0–200% PSU payout scale, maintaining performance leverage; CEO at 59% performance-based target, other NEOs at 50% in 2024 .
- Equity design: Emphasis on PSUs vs time-based RSUs (50/50 split for non-CEO NEOs), with three-year performance horizon and double-trigger vesting on change-of-control .
Compensation Peer Group, Say-on-Pay
- Peer group (Feb 2024 study): American Outdoor Brands, Funko, Shake Shack, Blue Apron, J.Jill, Tilly’s, Citi Trends, Kirkland’s, Vera Bradley, Delta Apparel, The Marcus Corporation, Vince, Duluth, Oxford Industries, Weyco; removals included iMedia Brands (bankruptcy) and WWE (go-private) .
- Director comp targeted ~50th percentile; Executive program emphasized long-term incentives; say-on-pay approval ~92% in 2024 .
Investment Implications
- Alignment: Strong pay-for-performance architecture tied to EBITDA and revenue; clawback, ownership guidelines, and anti-hedging/pledging reduce agency risk .
- Retention: Significant unvested equity through 2027 (time-based RSUs and 2024–2026 PSUs) supports retention; severance protections are moderate (12–18 months salary) .
- Selling pressure: RSU tranches vest annually on April 30 (2025–2027), and PSUs, if earned, vest April 30, 2027; these dates may correspond to routine tax-withholding sales rather than discretionary selling .
- Governance and shareholder support: Absence of tax gross-ups, double-trigger treatment on CoC, and 92% say-on-pay backing indicate low governance risk; continued record results and EBITDA strength underpin incentive realizations .