Shane Starr

About Shane Starr

Shane O. Starr is Senior Vice President, Operations at Big 5 Sporting Goods (BGFV), a role he has held since March 2007; he previously served as Vice President of Operations since 1999. He is 67 years old as of the 2025 proxy. Education and external board roles are not disclosed in the company’s filings. BGFV’s executive compensation framework ties annual bonuses to Adjusted EBITDA, and equity awards generally vest over four years; in fiscal 2024, Adjusted EBITDA was negative and no bonuses were paid to named executive officers, indicating a tight pay-for-performance posture in that year .

Past Roles

External Roles

• No external directorships or outside roles are disclosed in BGFV proxy filings for Shane Starr .

Fixed Compensation

• BGFV’s executive pay program comprises base salary, annual bonus awards from a company-wide pool generally tied to Adjusted EBITDA, and long-term equity awards; specific salary or bonus targets for Shane Starr are not disclosed (he is not a named executive officer in the proxy tables) .
• In fiscal 2024, the company reported negative Adjusted EBITDA; no bonuses were paid to named executive officers, and total cash compensation for NEOs decreased 4.6% year over year, underscoring discipline on cash pay in a weak year .

Performance Compensation

• Annual bonus variable: Principal factor is Adjusted EBITDA performance; amounts paid typically move in line with year-over-year percentage changes in Adjusted EBITDA. No formal weighting or target metrics for individual executives are disclosed; bonuses are determined within a pool context .
• Long-term incentives: Restricted stock and, in some years, stock options; awards to executives generally vest over four years, aligning retention with long-term shareholder interests .

Equity Ownership & Alignment

• Insider transactions: | Date | Transaction | Shares | Price | Holdings After | Source | |------|-------------|--------|-------|----------------|--------| | May 14, 2024 | Sale | 3,805 | $3.98 | 18,800 | |
• Change filed: A Form 4 was filed on March 4, 2025 (earliest transaction date Feb 27, 2025) for Shane O. Starr; details can be reviewed via EDGAR and CapEdge links .
• Anti-hedging/anti-pledging: BGFV prohibits directors and executive officers from hedging or pledging company securities, and proxies note that to the Company’s knowledge, none of the shares held by directors and executive officers have been pledged as collateral as of the stated dates .

Employment Terms

• Executive status: Executive officers serve at the discretion of the Board, subject to any employment contracts; Starr’s tenure and role are disclosed, but no individual employment agreement is detailed in the proxy .
• Change-of-control severance program (other executive officers): BGFV states it maintains Change of Control Severance Agreements with each named executive officer other than the CEO and with a majority of its other executive officers. Upon a qualifying termination (without “cause” or for “good reason”) on or within two years following a change of control, severance includes: | Provision | Terms | |----------|-------| | Cash severance | Lump sum equal to 2x the sum of base salary (greater of pre-termination or pre-COC rate) and annual bonus (average of three most recent) | | Bonus payments | Pro rata annual bonus and any unpaid annual bonus for fiscal years ending on/before termination, determined consistent with prior years | | Benefits | Company-paid COBRA premiums up to 18 months; outplacement up to 12 months | | Equity | Accelerated vesting of outstanding equity awards that vest solely by passage of time | | Excise tax treatment | “Best pay cap” reduction to avoid or minimize Section 4999 excise taxes, delivering greater net benefit |
• Equity plan features relevant to vesting/selling pressure:
  • Minimum one-year vesting on awards under the 2019 Equity Plan (with specified exceptions); options/stock appreciation rights expire within 10 years; no repricing authority. The plan allows accelerated vesting/exercisability and cash-out upon change of control at Committee discretion .

Investment Implications

• Alignment and retention: Starr’s 26+ year leadership in operations and 18+ years as SVP suggest low near-term retention risk and deep institutional knowledge; company policies that ban hedging/pledging enhance alignment. However, specific pay-mix and ownership targets for Starr are not disclosed, limiting precision in pay-for-performance assessment .
• Event economics: The standard double-trigger CoC structure for most executives (2x base+bonus, benefits, accelerated time-based equity) can create balanced incentives to remain through a transaction while potentially increasing near-term selling pressure if awards accelerate, depending on deal structure and Committee choices under the plan .
• Trading signals: Starr’s single reported sale of 3,805 shares at $3.98 in May 2024 with post-sale holdings of 18,800 shares is modest and not, by itself, a strong negative signal; continued monitoring of Form 4s (including the Feb 27, 2025 activity) is warranted to detect any pattern of insider selling or changes in ownership that could signal sentiment shifts .
• Pay environment: Pay discipline was evident in 2024 (no NEO bonuses due to negative Adjusted EBITDA) and shareholder support for executive compensation was solid (86.1% say-on-pay approval), suggesting a compensation framework that responds to performance and maintains investor backing .