Boyd Clark

About Boyd O. Clark

Executive Vice President and Chief Merchandising Officer (EVP/CMO) at Big 5 Sporting Goods since April 2021; previously Senior Vice President, Buying (2011–2021) and Vice President, Buying (1999–2011). Age 67 (as of the 2025 proxy); Clark has over two decades of merchandising leadership at BGFV, with compensation tied primarily to Company Adjusted EBITDA and long‑term, time‑vested equity rather than formulaic targets . Company performance context during his EVP tenure: total shareholder return (TSR) fell from 733 in 2021 to 85 in 2024; Adjusted EBITDA moved from $152,011k (2021) to $(36,730)k (2024), reflecting a materially tougher operating backdrop .

Past Roles

External Roles

Fixed Compensation

Notes:

• BGFV does not set target bonus percentages; bonuses are discretionary from a Company‑wide pool primarily informed by Adjusted EBITDA, not formulaic targets .

Performance Compensation

Equity grants (grant-date specifics and vesting)

Outstanding options details (as of FY2024 year-end)

Restricted stock vesting runway (as of Dec 29, 2024)

Equity values recognized in compensation tables

Perquisites (illustrative recent years):

• 2023: Company auto $19,169; 401(k) $6,133; life insurance $671 .
• 2024: Company auto $16,352; 401(k) $5,784; life insurance $458 .

Incentive design and metrics

• Annual bonuses funded from a Company bonus pool primarily tied to Adjusted EBITDA; no specific quantitative targets are set for NEOs .
• Long-term incentives are time‑vested restricted stock and, in some years, stock options; options returned in 2024 after no NEO option grants in 2022–2023 .

Equity Ownership & Alignment

Beneficial ownership

• Unvested restricted shares: 21,500 at FY2023 year‑end ; 23,500 at FY2024 year‑end .
• Anti‑hedging and anti‑pledging policy in place; Company states no pledges by directors/executive officers .
• Stock ownership guidelines apply to the CEO and non‑management directors; no separate guideline disclosed for other executives .

Employment Terms

• Change‑in‑Control (CIC) Severance (for executive officers excluding CEO): double‑trigger; upon a qualifying termination within two years following a CIC, lump sum equal to 2x (base salary + average of last three annual bonuses), plus pro‑rated current bonus, payment of any earned/unpaid bonus, up to 18 months COBRA, up to 12 months outplacement, and accelerated vesting of time‑based equity; “best‑pay cap” applies to avoid excise tax gross‑ups .
• Historical illustration (2016 proxy, for context only): Estimated CIC termination benefits for Clark totaled $1,154,998, comprising $880,000 cash severance, $159,500 annual bonus, $29,994 medical continuation, $7,000 outplacement, and $78,504 equity acceleration (assumptions as of Jan 3, 2016) .
• No tax gross‑ups policy expectation; payments reduced as needed to avoid 280G excise tax .

Performance & Track Record

BGFV Pay‑versus‑Performance context (Company‑wide):

Notes:

• Clark became EVP/CMO in April 2021; since then TSR and profitability metrics have deteriorated materially amid industry and company‑specific headwinds (see Company discussion in proxies) .

Compensation Committee Analysis

• Structure/philosophy: Three elements (base, discretionary bonus from EBITDA‑linked pool, long‑term equity). No formulaic performance targets; committee applies discretion informed by Company performance and competitive data .
• Peer group used for informational benchmarking (not target‑setting): Academy Sports, Big Lots, Boot Barn, Caleres, Children’s Place, Citi Trends, Conn’s, Container Store, Designer Brands, DXL, Dick’s, Express, Guess, Haverty, Hibbett, J. Jill, Kirkland’s, Shoe Carnival, Sportsman’s Warehouse, Tilly’s, Zumiez .
• Consultant: Not engaged for 2023 or 2024 determinations .
• Say‑on‑Pay support: 88.9% (2023 meeting) and 86.1% (2024 meeting) .
• Risk controls: Anti‑hedging/anti‑pledging; four‑year vesting on employee equity; plan prohibits option repricing; CIC policies apply “best‑pay cap” .

Compensation Structure Analysis

• Cash vs equity mix: 2023 included significant cash bonus ($64k) amid low equity values; 2024 paid no bonus (negative Adj. EBITDA), shifting realized pay more toward base and time‑vested equity .
• Options returned in 2024: reintroduced option grants (16,000) alongside RS (10,000), after no NEO options in 2022–2023; this increases “at‑risk” upside if shares recover .
• No formulaic targets: Bonus remains discretionary and EBITDA‑informed, not a pre‑set metric framework, which can reduce pay‑for‑performance precision relative to peers .
• Governance: No option repricing permitted under the plan; anti‑pledging curtails leverage‑related risk .

Equity Ownership & Alignment Details

Employment Terms (Additional)

Investment Implications

• Pay-for-performance linkage is primarily Company‑level and discretionary: bonuses flex with Adjusted EBITDA, evidenced by zero NEO bonuses for 2024 when Adj. EBITDA turned negative; this aligns downside but lacks metric transparency versus peer PSU frameworks .
• 2024 option grants increase upside sensitivity: with 16,000 options at $4.80 and prior low‑strike legacy options, realized value hinges on share recovery; time‑vested RS tranches from 2025–2028 create scheduled potential liquidity windows to monitor .
• Alignment safeguards are solid: anti‑hedging/anti‑pledging, no option repricing, and “best‑pay cap” on CIC mitigate shareholder‑unfriendly outcomes; no pledging reported for Clark .
• Retention risk appears moderate: multi‑year vesting runway (RS through 2028, options through 2034) supports retention despite lower recent cash bonuses; however, sustained weak TSR/Adj. EBITDA could pressure realized pay over time .