Frank Pasillas
BIG 5 SPORTING GOODSAbout Frank Pasillas
Frank Pasillas is Senior Vice President, Store Operations at Big 5 Sporting Goods (BGFV). He was promoted to SVP in February 2024 after serving as Vice President of Store Administration and Store Operations since 2021; age 56 as of the 2025 proxy . BGFV’s 2024 performance context for incentive alignment: total shareholder return (TSR) measurement value declined to 85 (from 295 in 2023), Net (Loss) Income was $(69.1) million, and Adjusted EBITDA was $(36.7) million (all FY2024), contributing to zero NEO bonus payouts for 2024 under the EBITDA‑linked bonus pool .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Big 5 Sporting Goods (BGFV) | Senior Vice President, Store Operations | Feb 2024–present | Not disclosed |
| Big 5 Sporting Goods (BGFV) | Vice President, Store Administration and Store Operations | 2021–Feb 2024 | Not disclosed |
Fixed Compensation
| Component | Program Design / Notes | 2024 Outcome |
|---|---|---|
| Base salary (Pasillas) | Not disclosed individually (Pasillas not listed as a named executive officer in SCT) | Not disclosed |
| Base salary (NEOs) | Committee reviews annually; CEO recommends; 2024 base salaries for NEOs increased 2.5% vs 2023 | 2.5% increase for NEOs |
| Annual bonus (Company program) | Company‑wide bonus pool primarily tied to Adjusted EBITDA; no specific targets; discretionary allocation by Committee | For FY2024, no NEO bonuses paid due to negative Adjusted EBITDA |
Performance Compensation
| Metric | Weighting/Design | Target | Actual FY2024 | Payout (NEOs) | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA (primary driver of bonus pool) | Bonus pool “primarily based” on Adjusted EBITDA; no specific targets set | Not set (discretionary) | $(36.7) million | $0 for NEOs for FY2024 | Annual bonuses based on fiscal year performance |
| Net Income (context) | Included among key performance measures in Pay vs Performance disclosure | N/A | $(69.1) million | N/A | N/A |
| TSR (context) | CAP disclosure uses TSR as a key performance comparator | N/A | 85 (measurement value) | N/A | N/A |
Company Performance Context (for tenure)
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| TSR (measurement value; $100 base in FY2019) | 367 | 295 | 85 |
| Net (Loss) Income (USD thousands) | $26,134 | $(7,083) | $(69,072) |
| Adjusted EBITDA (USD thousands) | $52,574 | $7,284 | $(36,730) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Individual beneficial ownership (Pasillas) | Not individually itemized in 2025 beneficial ownership table (table lists CEO, CFO, CMO, directors, and group totals) |
| Directors & executive officers as a group | 1,531,164 shares (6.7%) as of April 14, 2025 (22,855,063 shares outstanding) |
| Pledging | “To the Company’s knowledge, none of the shares held by directors and executive officers have been pledged” |
| Anti‑hedging / Anti‑pledging policy | Hedging prohibited; pledging or margin purchases prohibited for directors and executive officers |
| Stock ownership guidelines | CEO: 3x base salary; non‑management directors: 3x cash retainer; guidelines posted on IR site |
| Equity plan features | 2019 Equity Plan administered by Comp Committee; options strike ≥ FMV; no option/SAR repricing; change‑of‑control (CoC) permits acceleration at Committee discretion and/or per award terms |
Employment Terms
| Provision | Disclosed Terms | Applicability |
|---|---|---|
| Change‑of‑control severance (non‑CEO executives) | Upon a qualifying termination (Company without “cause” or executive for “good reason”) upon or within 2 years following a CoC: cash severance equal to 2x (base salary + average 3‑year annual bonus), pro‑rata current‑year bonus, unpaid prior‑year bonus, Company‑paid COBRA up to 18 months, outplacement up to 12 months, and acceleration of time‑based equity; subject to signed release and potential “best pay cap” to mitigate excise tax | Company states these agreements are in place with each NEO other than the CEO and with a majority of other executive officers; specific coverage for Pasillas not named in the proxy |
| CEO CoC terms (for context) | CEO may resign for any reason within 6 months after CoC and receive CoC payments (not a pure single trigger as resignation required); also provisions for dismissal without cause or good‑reason resignation | CEO only |
| Equity acceleration on CoC | Equity plan permits acceleration/lapse of restrictions at CoC or upon termination by successor design, subject to award terms and Committee discretion |
Governance, Say‑on‑Pay, and Policies
- Say‑on‑Pay (2024 meeting): 86.1% approval in favor of NEO compensation; Committee made no structural changes in response .
- Compensation program philosophy: stable since IPO; three elements (base salary, EBITDA‑linked discretionary bonus pool, long‑term equity via RSAs/options) .
- No gross‑up: CEO agreement and CoC agreements provide for reduction to avoid 280G excise tax; Company does not expect to provide gross‑ups .
Additional Notes and Data Availability
- Outstanding equity awards/vesting schedules provided for CEO, CFO, CMO; no Pasillas‑specific awards disclosed in the 2025 proxy tables .
- Beneficial ownership table does not itemize Pasillas; group totals include all executive officers .
Investment Implications
- Pay-for-performance linkage: With the bonus pool primarily tied to Adjusted EBITDA and 2024 Adjusted EBITDA at $(36.7) million, NEO cash bonuses were zero, signaling disciplined downside alignment; to the extent Pasillas participates in the broader bonus pool, 2024 payouts were likely pressured, though not individually disclosed .
- Retention and CoC dynamics: The Company maintains double‑trigger CoC agreements for all NEOs (except CEO) and a majority of other executive officers; if Pasillas is covered, severance would be 2x salary+bonus plus benefits and time‑based equity acceleration, moderating transition risk but creating potential CoC cash obligations .
- Trading/pledging risk: Anti‑hedging and anti‑pledging policies plus disclosure that no director/executive shares are pledged reduce alignment red flags and margin‑call pressure; monitor future Form 4s for any selling around vesting events despite policy protections .
- Ownership alignment transparency: Lack of an individual ownership line for Pasillas and no disclosed stock ownership guideline for non‑CEO executives limits external assessment of his “skin in the game”; group ownership stands at 6.7% as of April 14, 2025, which is supportive at the team level .
- Performance backdrop: Sharp deterioration in TSR, Net Income, and Adjusted EBITDA in 2024 raises execution risk inside Store Operations; improvements here would likely flow through EBITDA and restore bonus eligibility, tightening alignment with shareholders .