Steven Miller
BIG 5 SPORTING GOODSAbout Steven G. Miller
Steven G. Miller, age 73, is Chairman of the Board (since 2002), Chief Executive Officer (since 2000), and President (since 1992) of Big 5 Sporting Goods, with prior roles as Chief Operating Officer (1992–2000) and Executive Vice President, Administration (1988–1992) . Under his tenure, recent pay-versus-performance metrics show TSR fell to 85 in 2024 from 733 in 2021, alongside net loss of $69.1 million and Adjusted EBITDA of negative $36.7 million in 2024, reflecting industry and company cyclicality and driving zero annual bonus payouts for NEOs in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Big 5 Sporting Goods | Executive VP, Administration | 1988–1992 | Senior administrative leadership during pre-IPO scale-up |
| Big 5 Sporting Goods | Chief Operating Officer | 1992–2000 | Led operations through store and merchandising expansion |
| Big 5 Sporting Goods | President | 1992–Present | Day-to-day leadership and strategy execution |
| Big 5 Sporting Goods | Chief Executive Officer | 2000–Present | Long-tenured CEO overseeing retail cycle navigation |
| Big 5 Sporting Goods | Chairman of the Board | 2002–Present | Board leadership and governance continuity |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary (paid) | $652,115 | $666,635 |
| Base Salary rate (effective April) | $657,500 | $670,000 |
| Bonus (earned for year) | $0 (no CEO bonus for 2023) | $0 (no NEO bonuses due to negative Adjusted EBITDA) |
| Stock Awards (grant-date fair value) | $172,040 | $78,760 |
| Option Awards (grant-date fair value) | $0 | $126,170 |
| All Other Compensation (perqs/benefits) | $34,084 | $30,110 |
| Total Compensation | $858,239 | $901,675 |
Notes:
- Base salary rates set by the Compensation Committee: $657,500 (2023), $670,000 (2024), and unchanged at $670,000 for 2025 .
- Perquisites include personal auto use, 401(k) contributions, and group term life insurance premiums, with itemized amounts disclosed for 2024 .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Company Adjusted EBITDA | Discretionary (no preset targets) | Not set | Negative Adjusted EBITDA in FY 2024 | $0 for FY 2024 | N/A |
| Restricted Stock (RSAs) | Time-based service | N/A | N/A | N/A | $78,760 grant-date value (22,000 shares) | 4-year vest; 5,500 shares vest annually (Mar 14, 2025–2028) |
| Stock Options | Stock price appreciation | N/A | N/A | N/A | $126,170 grant-date value (50,000 options) | 4-year monthly vest (grant 2/29/2024; strike $4.80) |
Program design:
- Bonuses are funded from a company-wide pool generally tied to Adjusted EBITDA; the committee does not set specific quantitative targets for NEOs, using discretionary assessments of company and individual performance .
- Equity awards vest over four years to promote retention and alignment; option exercise prices set at grant-date market, with repricing expressly prohibited under the 2019 Equity Plan .
Equity Ownership & Alignment
| Ownership & Alignment | Details |
|---|---|
| Beneficial Ownership | 935,586 shares (4.1% of 22,855,063 outstanding) |
| Ownership Breakdown | 506,006 shares via Miller family trust; 274,232 via Robert W. and Florence Miller Family Partners, L.P.; 45,105 via options exercisable within 60 days (as of 4/14/2025) |
| Pledged Shares | None known to be pledged; anti-pledging policy prohibits pledging for directors and executive officers |
| Stock Ownership Guidelines | CEO expected to hold Company equity equal to 3x base salary (value basis) |
| Outstanding Equity (12/29/2024) | Unvested RSAs: 52,000 shares; Market value $142,095 composed of $92,560 at $1.78 closing price and $49,535 accrued dividends |
| Options by Grant (Miller) | Exercisable: 2,084 @ $6.20 (exp 3/1/2028), 8,334 @ $4.07 (exp 3/1/2029), 16,042 @ $2.23 (exp 2/28/2030), 8,333 @ $4.80 (exp 3/1/2034); Unexercisable: 41,667 (2024 grant) |
Merger treatment (10/2/2025):
- Common stock converted to cash consideration of $1.45 per share; trading suspended and stock delisted with Form 25 filing; Company intends Form 15 deregistration .
- Options canceled for no consideration if exercise price ≥ $1.45; options with exercise price < $1.45 received cash equal to the intrinsic value at $1.45 .
- RSUs converted to $1.45 per underlying share; restricted shares converted to $1.45 per share plus unpaid accrued dividends .
Employment Terms
| Provision | Key Terms |
|---|---|
| Contract Term | Rolling four-year term; ensures at least four years remaining at any point |
| Base Salary & Bonus | Base salary increased over time; bonus determined at Committee’s discretion from EBITDA-linked pool |
| Death/Disability | Death: accelerated vesting of options exercisable within 24 months and continuation of family medical benefits for four years; Disability: lump sum equal to two years’ base salary plus 2x greater of last or 3-year average annual bonus; acceleration of options exercisable within 24 months; benefits for four years |
| Termination without Cause / Good Reason | Lump sum severance equal to 3x “annual compensation” (average W-2 over prior five years), full option acceleration, and four years of specified benefits; change-in-control excise tax cutback applies |
| Change in Control (CIC) | Right to receive CIC severance if resigns for any reason within six months post-CIC (“resign-to-receive” construct; not true single trigger) |
| Equity Vesting on CIC | All stock options and restricted stock accelerate upon a change in control |
| Anti-Hedging & Anti-Pledging | Hedging and pledging prohibited for directors and executive officers |
| Repricing Prohibition | 2019 Equity Plan prohibits repricing of options or SARs |
Post-merger governance changes:
- All directors resigned at the effective time; Miller signed the post-merger 8-K as President and CEO, evidencing continued service as of the filing date .
Compensation Committee and Peer Benchmarking
- Compensation Committee members (FY 2024): Stephen E. Carley (Chair), Jennifer H. Dunbar, Van B. Honeycutt, and David R. Jessick; all independent; no compensation consultant engaged for FY 2024 .
- Peer group data used for context (not formulaic targets) includes Academy Sports and Outdoors, Big Lots, Boot Barn, Caleres, The Children’s Place, Citi Trends, Conn’s, The Container Store Group, Designer Brands, Destination XL Group, Dick’s Sporting Goods, Express, Guess, Haverty Furniture, Hibbett, J. Jill, Kirkland’s, Shoe Carnival, Sportsman’s Warehouse, Tilly’s, and Zumiez .
Say-On-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 86.1% of votes cast supported NEO compensation; Committee concluded pay-for-performance philosophy was supported and made no structural changes .
Equity Plan Overhang and Share Authorization
| Overhang Data (as of 4/14/2025) | Count / Amount |
|---|---|
| Total stock options outstanding | 821,285 |
| Weighted-average option exercise price | $3.33 |
| Weighted-average remaining term | 7.92 years |
| Total restricted shares outstanding | 722,225 |
| Shares available for grant | 1,508,177 |
| Shares outstanding | 22,855,063 |
| Proposed increase to 2019 Equity Plan | +3,750,000 shares, to 10,898,803 authorized |
Pay Versus Performance (Context)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| CEO SCT Total Compensation | $1,356,763 | $1,675,720 | $1,236,241 | $858,239 | $901,675 |
| CEO Compensation Actually Paid (CAP) | $1,925,667 | $2,245,956 | $734,738 | $734,188 | $606,897 |
| Average Non-CEO NEO CAP | $1,053,740 | $1,166,494 | $426,486 | $529,279 | $414,007 |
| Total Shareholder Return (Base $100 in 2019) | 355 | 733 | 367 | 295 | 85 |
| Net Income (Loss) ($000s) | $55,940 | $102,386 | $26,134 | $(7,083) | $(69,072) |
| Adjusted EBITDA ($000s) | $86,315 | $152,011 | $52,574 | $7,284 | $(36,730) |
Investment Implications
- Alignment and discipline: Anti-hedging/pledging policies, four-year vesting, and explicit repricing prohibitions favor long-term shareholder alignment; zero annual bonus when Adjusted EBITDA turned negative demonstrates discipline in variable pay .
- Retention vs. optionality: CIC severance of 3x average W-2 compensation and full equity acceleration create strong optionality for an orderly exit within six months post-CIC, which can raise leadership transition risk if post-merger strategies diverge; however, Miller remained CEO at least through the 8-K filing date .
- Dilution considerations: The proposed 3.75 million share increase under the 2019 Equity Plan expanded capacity to retain talent but added dilution potential ahead of the October 2025 take-private, after which public market dilution ceased to be an issue for shareholders due to cash-out at $1.45 per share and delisting .
- Trading signals: Merger terms canceled out-of-the-money options (all disclosed strikes exceeded $1.45), while time-based RSUs and restricted stock were cashed out—near-term insider selling pressure in public markets was eliminated by the transaction, but executive liquidity events occurred via merger consideration .