Jeffrey Fraley

About Jeffrey Fraley

Jeffrey L. Fraley is Senior Vice President, Human Resources at Big 5 Sporting Goods Corporation (BGFV). He has served as SVP, Human Resources since July 2001 and previously served as Vice President, Human Resources from 1992 to 2001; age 68 as of the 2025 proxy . As performance context for incentive alignment during recent years, BGFV’s pay-versus-performance disclosure shows the following company TSR, Net (Loss) Income, and Adjusted EBITDA trend.

Past Roles

External Roles

• Not disclosed for Mr. Fraley in the latest proxy statements reviewed .

Fixed Compensation

• BGFV’s executive pay program consists of base salary, annual bonuses funded from a company-wide pool primarily tied to Adjusted EBITDA, and long-term stock-based incentives; the Compensation Committee does not set specific individual performance targets and exercises discretion based on company and individual performance and market context .
• In FY 2024, no bonuses were paid to named executive officers because Adjusted EBITDA was negative; annual base salaries for the named executive officers increased modestly by 2.5% in 2024 versus 2023 (context for the program; Mr. Fraley is not a named executive officer in 2024/2025) .
• The company emphasizes retention and stability; equity grants generally vest over four years .

Performance Compensation

• Design and metrics: Annual bonus funding is principally influenced by company Adjusted EBITDA; the Committee does not pre-set quantitative targets for executives (discretionary framework). Longer-term incentives are delivered via restricted stock and, in some years, stock options vesting over four years .
• Pay-versus-performance: The company highlights Net Sales, SG&A, Adjusted EBITDA, and Net Income as the most important financial performance measures linked to compensation actually paid to executives (PEO and non-CEO NEOs) .
• FY 2024 program context: Following a negative Adjusted EBITDA in 2024, no NEO bonuses were paid; 2024 equity awards to NEOs included restricted stock and stock options with four-year vesting (program trend) .

Equity Awards and Vesting – Mr. Fraley (as last disclosed)

Notes: The above reflects Mr. Fraley’s outstanding awards and vesting schedule as disclosed in the 2023 proxy for fiscal 2022 year-end. Company policy states employee equity awards generally vest over four years .

Equity Ownership & Alignment

• Beneficial ownership: The proxies present beneficial ownership for directors and named executive officers; Mr. Fraley is not listed among named executive officers in 2024/2025 proxies, so his total beneficial ownership is not separately tabulated there .
• Vested vs. unvested/awards: As of FY2022 YE, Mr. Fraley had unvested restricted stock vesting through 2026 and outstanding options with exercise prices of $6.20, $4.07, and $2.23 expiring 2028–2030 (see table above) .
• Hedging/pledging: BGFV’s policy prohibits directors and executive officers from hedging or pledging company securities, including margin purchases . The company also disclosed that, to its knowledge, none of the shares held by directors and executive officers were pledged as of April 14, 2025 .
• Change-of-control acceleration: Vesting of all stock options and restricted stock under company equity plans accelerates upon a change of control .

Employment Terms

• Role and tenure: Senior Vice President, Human Resources since July 2001 (executive officer; serves at the discretion of the Board) .
• Change-of-control and severance framework: The company is party to change-of-control severance agreements with each named executive officer (other than the CEO) and with a majority of other executive officers; upon a qualifying termination within two years of a change of control, severance includes:
  • Lump sum cash equal to 2x (base salary + average annual bonus), plus prorated current-year bonus, plus any unpaid prior-year bonus; up to 18 months COBRA premiums; up to 12 months outplacement; and accelerated vesting of time-based equity .
  • Payments are subject to “best pay cap” reduction to avoid the IRC 4999 excise tax; no tax gross-ups are expected .
  • Company equity plans provide single-trigger acceleration of vesting at change of control (accelerated vesting of all options and restricted stock upon change of control) .
• Non-compete/non-solicit/garden leave: Not disclosed in the proxies reviewed .

Governance, Say-on-Pay, Peer Benchmarking (Program Context)

• Say-on-Pay support: 86.1% approval in 2024 and 88.9% in 2023, indicating investor acceptance of pay practices .
• Peer group benchmarking: For salary context, management and the Committee review proxy data from sector peers including Dick’s Sporting Goods, Hibbett, Boot Barn, Shoe Carnival, Sportsman’s Warehouse, Zumiez, and a broader set of specialty retailers; used to inform (not formulaically set) pay levels .
• Risk and retention: Company states compensation programs do not encourage undue risk-taking; four-year vesting supports long-term focus and retention .

Investment Implications

• Alignment and selling pressure: Mr. Fraley’s four-year vesting RS schedule (through 2026) creates ongoing alignment and potential periodic liquidity events (e.g., tax-related sales) around March vesting dates; options carry strikes at $2.23–$6.20 with expirations 2028–2030, and with BGFV’s reported April 14, 2025 closing price of $0.84, these options were out-of-the-money at that reference point, reducing near-term exercise-driven selling pressure .
• Retention risk: Very long tenure (SVP HR since 2001) suggests stability; continued unvested equity (time-based vesting) indicates ongoing retention hooks .
• Change-of-control economics: For executive officers covered by the standard agreement, protections (2x cash multiple, benefit continuance, time-based equity acceleration) and plan-level acceleration on change of control can be meaningful; however, participation is specifically disclosed for NEOs and “a majority” of other executive officers—company does not individually enumerate Fraley’s agreement status in the latest proxies .
• Governance and shareholder signals: Anti-hedging/pledging policy and strong Say-on-Pay results (mid-80s%+) reduce governance red-flag risk; CFO and CEO agreements are fully disclosed; broader executive severance approach appears standardized and conservative on tax gross-ups (reduction instead of gross-up) .

Notes on disclosure scope: Mr. Fraley is listed as an executive officer (SVP HR), but he is not a named executive officer in the latest proxies, so individual salary/bonus grant-date fair values and current beneficial ownership are not separately tabulated there. His award vesting schedules and option details are last explicitly disclosed in the FY2022 year-end “Outstanding Equity Awards” table (2023 proxy) . The company-wide compensation design, risk, and governance frameworks reflect the program under which his pay is administered .

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