Amit Jhunjhunwala

About Amit Jhunjhunwala

Amit Jhunjhunwala, 46, has served as Chief Information Officer (CIO) of Five Below since January 2023, bringing 20+ years leading large-scale digital transformation and application development teams; he was previously a technology executive at Adidas, most recently CIO of Adidas North America . Company performance during and around his tenure shows volatility: the value of $100 invested in FIVE fell to $82.83 in FY2024 from $159.96 in FY2023, while net income declined to $253.6M in FY2024 from $301.0M in FY2023; post‑incentive adjusted operating income was $325.8M in FY2024 versus $385.6M in FY2023 .

Past Roles

External Roles

• No external directorships or other roles disclosed for Amit in the latest proxy .

Fixed Compensation

• Not disclosed. Amit is not a Named Executive Officer (NEO); the proxy provides detailed compensation only for NEOs .

Performance Compensation

Company executive incentive design (for NEOs; indicative of Five Below’s emphasis for senior executives):

• Annual bonus metrics and weights: 50% Net Sales; 50% Post‑Incentive Adjusted Operating Income (non‑GAAP) .
• Long‑term incentives (2024 awards): 75% PRSUs (50% three‑year cumulative adjusted operating income; 50% relative TSR vs a specified peer set) and 25% time-based RSUs; earnout 0–200% of target; 2025 mix changed to 60% PRSU / 40% RSU with RSUs vesting 33⅓% annually over 3 years .
• Change in control and other vesting protections (plan-level): PRSU AOI units vest at target on CoC; TSR units vest based on target or period‑to‑date performance; death/disability generally accelerate RSUs and PRSUs at target for open periods .

Company FY2024 annual incentive framework and results (NEO plan; for reference):

Key vesting schedules in effect:

• 2024 RSUs: 50% at 2nd anniversary; 25% at 3rd; 25% at 4th (service-based) .
• 2024 PRSUs: 3‑year performance; 50% AOI and 50% relative TSR; 0–200% payout; change‑in‑control/death/disability provisions as above .
• 2024 special retention RSUs (for certain executives during CEO transition): 25% at 1 year; 25% at ~1.5 years; 50% at 2 years .
• 2025 RSUs (policy change): vest 33⅓% annually over 3 years (and 60/40 PRSU/RSU mix) .

Equity Ownership & Alignment

• Stock ownership guidelines: Other Executive Officers must hold shares equal to 2× base salary; five‑year attainment window from hire and 50% net‑share holding requirement from exercises/vests until guideline met . As of January 2, 2025, all covered executives were in compliance with the guidelines .
• Clawback policy: Board‑approved, Dodd‑Frank compliant; recovers cash/equity incentive compensation for financial restatements, materially inaccurate performance calculations, or specified misconduct (willful misconduct, gross negligence with material harm, fraud, etc.) for the prior three years; administered by the Compensation Committee .
• Hedging and pledging: Prohibited; short sales, derivatives, hedging of Company stock, pledging as collateral, and purchasing on margin are all prohibited for covered persons (directors, officers, crew with MNPI) .
• Insider ownership filings: A Form 3 initial statement for Amit was filed August 2, 2024 (signature by attorney‑in‑fact); details of amounts were not included in the accessible excerpt. Monitor subsequent Forms 4 for transactions .

Employment Terms

• Start date and tenure: Appointed CIO in January 2023; ~2.8 years in role as of November 2025 .
• Severance/change-in-control: The proxy details severance for specific NEOs and the Executive Severance Plan, but does not disclose CIO‑specific terms; do not assume coverage absent disclosure. Company‑level PRSU/RSU treatment on CoC and death/disability described above applies as per plan documents .

Performance & Track Record

Company-level outcomes (context for Amit’s tenure; oldest to newest):

Additional governance/operational notes:

• Ongoing securities class action related to 2024 disclosures; Company is defending and considers claims without merit (uncertain impact; risk factor for leadership optics) .

Investment Implications

• Alignment: Strong governance guardrails (2× salary ownership guideline for other executive officers with 5‑year attainment and 50% net‑share holding, hedging/pledging bans, and a robust clawback) reduce misalignment and hedging/pledging red‑flags; all covered executives were in compliance as of Jan 2, 2025, indicating credible ownership commitment .
• Incentive design: Enterprise metrics (Net Sales, post‑incentive AOI, multi‑year AOI, and relative TSR) dominate senior executive pay-for-performance. FY2024 outcomes paid near zero on profit and well below target on sales, reflecting true downside sensitivity; LTI remains the largest component with 0–200% PRSU leverage .
• Retention and selling pressure: Mandatory holding (50% net shares until guideline met) and prohibitions on hedging/pledging mitigate near‑term selling pressure from executives, including the CIO. However, monitor Section 16 filings for any discretionary sales as awards vest on the newer 3‑year RSU schedule starting 2025 .
• Execution risk: Company TSR and profits contracted in FY2024 versus FY2023 amid macro and merchandising challenges; as CIO, Amit’s execution on digital/omni and systems initiatives is a meaningful lever for productivity and growth, but performance headwinds and litigation overhang raise risk perception near‑term .