Barry Emerson
BIG 5 SPORTING GOODSAbout Barry Emerson
Barry D. Emerson (age 67) serves as Executive Vice President, Chief Financial Officer, and Treasurer at Big 5 Sporting Goods; he has been CFO/Treasurer since October 2005 and EVP since April 2021 . Company performance under the most recent five-year window shows total shareholder return (TSR) declining to 85 in 2024 from 733 in 2021, with Net Income moving from $102.4M in 2021 to a $69.1M loss in 2024, and Adjusted EBITDA falling from $152.0M in 2021 to negative $36.7M in 2024, underscoring a challenging environment that resulted in no 2024 executive bonuses .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Big 5 Sporting Goods | Executive Vice President | Apr 2021–present | Senior leadership alongside CFO responsibilities through industry cyclicality . |
| Big 5 Sporting Goods | Chief Financial Officer & Treasurer | Oct 2005–present | Long-tenured CFO through public-market cycles; managed capital structure and cost discipline . |
| Big 5 Sporting Goods | Senior Vice President | Sep 2005–Apr 2021 | Finance leadership prior to EVP promotion . |
External Roles
No external directorships or other outside roles for Mr. Emerson are disclosed in the latest proxy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | Notes/Source |
|---|---|---|---|
| Base salary actually paid ($) | 475,962 | 488,769 | Salary paid during fiscal year . |
| Base annual rate (effective each April) ($) | 480,000 (2023 rate) | 492,000 (2024 rate) | Base annual salaries disclosed; 2025 rate held flat at $492,000 . |
| Perquisites ($) | 27,734 | 27,691 | Includes auto ($20,220), 401(k) match ($6,900), life insurance ($571) for 2024 . |
Performance Compensation
| Component | FY 2023 | FY 2024 | Design/Metric |
|---|---|---|---|
| Annual bonus ($) | 48,000 | 0 | Bonus pool primarily influenced by Company Adjusted EBITDA; no 2024 bonuses due to negative Adjusted EBITDA . |
| Stock awards (grant date fair value, $) | 78,200 | 35,800 | RSAs; value based on share price at grant . |
| Option awards (grant date fair value, $) | 0 | 40,374 | Options reintroduced in 2024; value per ASC 718 . |
Performance plan design highlights:
- The Compensation Committee does not set specific quantitative targets; decisions are discretionary considering overall performance, with the bonus pool principally influenced by Adjusted EBITDA trends .
- 2024 bonuses were zero given negative Adjusted EBITDA; equity values granted decreased alongside share price (partly offset by adding options in 2024) .
Detailed Incentive Grants and Vesting
| Grant Type | Grant Date | Quantity/Terms | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock | Mar 14, 2024 | 10,000 shares | 4-year vest | RSA grant as part of 2024 LTI . |
| Stock Options | Feb 29, 2024 | 16,000 options @ $4.80 | 4 equal annual installments beginning Mar 1, 2025 | 10-year term to Mar 1, 2034 . |
| Unvested RSAs at 12/29/24 | 3/14/2025 | 3/14/2026 | 3/14/2027 | 3/14/2028 |
|---|---|---|---|---|
| Shares | 9,000 | 7,000 | 5,000 | 2,500 |
| Source |
| Options Outstanding (Emerson) | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| Legacy option | 3,000 | — | 6.20 | 3/1/2028 . |
| Legacy option | 6,000 | — | 4.07 | 3/1/2029 . |
| Legacy option | 9,900 | — | 2.23 | 2/28/2030 . |
| 2024 grant | — | 16,000 | 4.80 | 3/1/2034 (vesting begins 3/1/2025) . |
As of 12/29/24, the stock closed at $1.78, placing all disclosed option strikes ($2.23–$6.20 and $4.80) out-of-the-money, implying low near-term exercise pressure absent price recovery .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 66,468; includes 22,900 options exercisable within 60 days of 4/14/2025; <1% of outstanding . |
| Unvested RSAs | 23,500 (scheduled vest through 2028) . |
| Pledging/Hedging | Company prohibits hedging and pledging; no pledges by directors/executives reported . |
| Ownership guidelines | CEO and directors have guidelines; no specific CFO guideline disclosed . |
Insider selling pressure monitor:
- Scheduled unlocks: 9,000 RSAs (Mar 2025), 7,000 (Mar 2026), 5,000 (Mar 2027), 2,500 (Mar 2028) may incrementally add supply; 16,000 options vesting 2025–2028 are currently OTM at $4.80 .
- Anti-pledging policy reduces forced-sale risk from margin calls; absence of pledging further lowers pledge-related overhang .
Employment Terms
| Term | Summary |
|---|---|
| Offer letter | Dated Aug 16, 2005; established CFO role and compensation framework . |
| Severance (without cause) | One year’s base salary + one year of health coverage; subject to release . |
| Change-of-control (CoC) | If terminated without cause or resigns for good reason within two years of CoC: lump sum = 2x (base salary + average of last three bonuses) + pro-rata current-year bonus + any unpaid earned bonus; 18 months COBRA; up to 12 months outplacement; accelerated vesting of time-based equity; “best pay cap” to avoid excise tax . |
| Clawbacks/tax gross-ups | Company indicates no expectation of gross-ups; payments reduced to avoid 280G excise tax; no separate clawback policy disclosure in this section . |
| 401(k) | Company matches 50% of first 4% of contributions; profit sharing historically variable . |
| Perquisites | Company auto and group-term life premiums (e.g., 2024 auto $20,220; life $571) . |
Compensation Structure Analysis
- Pay-for-performance calibration: Bonuses are discretionary but principally influenced by Adjusted EBITDA; 2024 negative Adjusted EBITDA drove zero bonuses for NEOs, aligning cash awards with operating results .
- Mix shift: 2024 reintroduced stock options alongside RSAs (after no options in 2023), modestly increasing leverage to share price recovery while minimizing near-term dilution; repricing is prohibited under the plan .
- Market benchmarking: Committee references a broad set of specialty retail and sporting goods peers (e.g., DICK’S, Hibbett, Boot Barn, Zumiez) for reasonableness but does not target set percentiles .
- Shareholder sentiment: Say-on-pay support was 86.1% at the 2024 annual meeting, suggesting investor acceptance of the design and outcomes .
Performance & Track Record
| Year | TSR (Index) | Net Income (Loss), $000s | Adjusted EBITDA, $000s |
|---|---|---|---|
| 2020 | 355 | 55,940 | 86,315 |
| 2021 | 733 | 102,386 | 152,011 |
| 2022 | 367 | 26,134 | 52,574 |
| 2023 | 295 | (7,083) | 7,284 |
| 2024 | 85 | (69,072) | (36,730) |
| Source |
Notes: The compensation “Pay vs. Performance” disclosure identifies Net Sales, SG&A, Adjusted EBITDA, and Net Income as the most important performance measures considered in relation to compensation actually paid (CAP) calculations, though the bonus program itself lacks preset targets .
Compensation Peer Group (Benchmarking Reference)
The CEO and Compensation Committee reviewed public data from a set of specialty retailers and sporting goods peers (among others): Academy Sports and Outdoors, Big Lots, Boot Barn, Caleres, The Children’s Place, Citi Trends, Conn’s, The Container Store, Designer Brands, Destination XL, DICK’S Sporting Goods, Express, Guess, Haverty Furniture, Hibbett, J. Jill, Kirkland’s, Shoe Carnival, Sportsman’s Warehouse, Tilly’s, Zumiez; used for directional benchmarking and reasonableness—not for formulaic target setting .
Governance, Policies, and Red Flags
- Anti-hedging and anti-pledging policies apply to executives and directors; pledging is prohibited .
- No material related-party transactions requiring Item 404 disclosure beyond standard indemnification; no advances in 2024 .
- Equity plan prohibits option/SAR repricing and includes minimum one-year vesting (with limited exceptions); supports long-term alignment .
- Say-on-pay passed with 86.1% support in 2024 .
Investment Implications
- Near-term selling pressure risk appears modest: scheduled RSA vests through 2028 total 23,500 shares; all disclosed options were OTM at $1.78 close on 12/29/24, limiting exercise-related supply unless the stock recovers above $2.23–$6.20 and $4.80 strikes .
- Alignment is acceptable for a small-cap retailer: meaningful tenure, anti-hedging/pledging controls, and a bonus pool tied to Adjusted EBITDA created zero bonuses in a down year; however, the lack of specific performance targets/PSUs reduces pay-for-performance precision .
- Retention risk appears contained: severance and double-trigger CoC protections (2x salary+bonus plus equity acceleration) are competitive for size/sector, supporting continuity amid volatility; excise tax “best pay cap” avoids gross-up optics .
- Watch catalysts: a sustained EBITDA recovery would likely reinstate annual bonuses and increase realizable LTI; option grants from 2024 add upside participation if shares re-rate, while plan design avoids repricing, limiting downside asymmetry for shareholders .