George S. Hill
FIVE BELOWAbout George S. Hill
Five Below’s Chief Retail Officer since April 2022; joined the company in May 2017 after senior operating roles at Dick’s Sporting Goods and Office Depot. Age 59. Company performance context during his tenure: fiscal 2024 net income $253.6M and post‑incentive adjusted operating income $325.8M; Company TSR value (SEC-defined) was $82.83 for 2024 vs $159.96 in 2023 and $172.43 in 2022, indicating a multi‑year drawdown; early fiscal 2025 showed momentum with Q1 net sales +19.5% and comps +7.1% year over year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Five Below | Executive Vice President, Operations | 2017–2022 | Led store operations prior to appointment as Chief Retail Officer |
| Five Below | Chief Retail Officer | 2022–present | Oversees retail execution and fleet performance |
| Dick’s Sporting Goods | SVP, Retail Operations | 2014–2017 | Senior leadership in multi-store operations |
| Office Depot | Senior Vice President | 2004–2014 | Senior operating leadership in a national retailer |
External Roles
| Organization | Role | Years | Scope |
|---|---|---|---|
| — | — | — | None disclosed in company filings |
Fixed Compensation
| Item | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Base Salary (annual rate) | $675,000 | $700,000 | Approved at start of FY24 |
| Target Annual Bonus (% of base) | 75% | 75% | Metric weightings: 50% Net Sales, 50% Post‑Incentive AOI |
| Actual Annual Bonus Paid | — | $0 (STIP forfeited in July 2024) | NEOs forfeited 2024 bonus in exchange for retention awards |
| Retention Cash Bonus | — | $300,000 | Payable for service through FY24 year‑end |
| All Other Compensation | — | $14,148 | Company 401(k) match per footnote |
Performance Compensation
Annual Cash Incentive (STIP) – FY 2024 (forfeited mid‑year)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Net Sales ($M) | 50% | 3,864.7 | 4,084.2 | 4,210.6 | 3,876.5 | 0% (forfeited) |
| Post‑Incentive Adjusted Operating Income ($M) | 50% | 380.0 | 447.6 | 481.4 | 325.8 | 0% (forfeited) |
| Total Payout | — | — | — | — | — | 0% (STIP forfeited in July 2024) |
Long-Term Incentives
- FY2024 annual LTI value for Hill: $1,000,000 (25% RSUs / 75% PRSUs) .
- FY2025 mix shift (company-wide): 40% RSUs / 60% PRSUs; annual RSUs vest 33.33% over 1/2/3 years (strengthens retention) .
FY2024 Annual Grants (3/21/2024)
| Award | Grant Date | Shares/Units (Target) | Vesting / Performance | Accounting Value |
|---|---|---|---|---|
| RSU | 3/21/2024 | 1,414 | 50% on 2nd anniversary; 25% on 3rd and 4th anniversaries | $249,981 |
| PRSU – AOI | 3/21/2024 | 2,121 | 3‑year cumulative adjusted operating income; 0–200% payout scale | $374,972 |
| PRSU – Relative TSR | 3/21/2024 | 2,121 | Four equal TSR performance periods vs peer set; 0–200% payout | $367,654 |
Special Retention Equity (8/1/2024)
| Award | Grant Date | Shares/Units | Vesting | Accounting Value |
|---|---|---|---|---|
| RSU (Retention) | 8/1/2024 | 17,137 | 25% at 1 year; 25% on day 540; 50% at year 2 | $1,199,933 |
Prior PRSU Outcomes (Company-wide)
| Cycle | AOI Result | TSR Result | Total Earned |
|---|---|---|---|
| 2022 PRSUs (FY2022–FY2024) | 0% (cumulative AOI $1.054B below threshold) | Average 13.8% of target across four periods | ~7% of target |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 18,379 shares (as of April 15, 2025) |
| Ownership as % of Outstanding | ~0.03% (18,379 / 55,055,966 shares outstanding) |
| Unvested RSUs (time-based) | 240 (3/9/2021); 689 (3/7/2022); 1,867 (3/8/2023); 1,414 (3/21/2024); 17,137 (8/1/2024) |
| Outstanding PRSUs (unearned) | 2023 PRSUs: 1,401 TSR / 1,401 AOI (shown at 50% of target); 2024 PRSUs: 1,061 TSR / 1,061 AOI (shown at 50%) |
| Ownership Guidelines | Other executive officers must hold 2x base salary; 50% net‑shares hold until compliant; compliance measured annually |
| Compliance Status | As of Jan 2, 2025, all covered executives were in compliance |
| Hedging/Pledging Policy | Hedging and pledging of company securities prohibited; derivatives and short sales prohibited |
Vesting overhang and potential selling pressure:
- 25% of 17,137 retention RSUs vest on 8/1/2025, 25% on the 540th day after grant, and 50% on 8/1/2026; annual RSUs from 3/21/2024 vest 50% on 3/21/2026 and 25% on each of 3/21/2027 and 3/21/2028, which can create scheduled settlement events (with tax‑withholding related sales) .
Employment Terms
| Scenario | Cash Severance | Equity Treatment | COBRA | Total |
|---|---|---|---|---|
| Termination without Cause / Resignation for Good Reason | $700,000 | No acceleration disclosed absent CoC; see retirement/death/disability below | $24,425 | $724,425 |
| Change in Control (no termination) | — | PRSUs vest at target (open periods) or actual (completed); TSR leg uses greater of target or period‑to‑date for open periods; value shown $949,898 | — | $949,898 |
| CoC + Qualifying Termination | $700,000 | PRSUs as above; value shown $949,898 | $24,425 | $1,674,323 |
| Death / Disability | — | RSUs fully vest; PRSUs vest at target for open periods (actual for completed) | — | $2,951,819 equity + $500,000 life insurance (total $3,451,819) |
| Retirement (eligibility) | — | Retirement feature added to annual 2024 RSUs/PRSUs; however, as of Feb 1, 2025 only Bull and Specter met eligibility, not Hill | — | — |
Additional terms and policies:
- Severance Plan definitions and coverage: Hill is covered by the Executive Severance Plan (12 months salary lump sum and up to 12 months COBRA) with “Cause”/“Good Reason” definitions as specified; restrictive covenants (non‑compete, non‑solicit, confidentiality) apply under standard agreements .
- Clawback: Dodd‑Frank compliant; mandatory recovery on material restatement; discretionary recovery for materially inaccurate metric calculations or specified misconduct (willful, gross negligence with material harm, fraud) .
Compensation Structure Notes
- FY2024 actions included a special retention program: Hill received $1.2M in retention RSUs and a $300k retention cash bonus (in lieu of 2024 STIP eligibility), signaling emphasis on near‑term retention through guaranteed/time‑vested equity; 2024 annual LTI maintained a 25% RSU / 75% PRSU mix .
- Post‑FY2024 changes: shifted to 40% RSUs / 60% PRSUs and front‑loaded RSU vesting 1/2/3 years, modestly increasing fixed equity and reducing performance leverage versus prior design .
- Pay governance: Hedging/pledging prohibitions, no Section 280G excise tax gross‑ups, and strong say‑on‑pay support (96% approval in June 2024) .
- Peer benchmarking: retail peer group used for market positioning (Abercrombie & Fitch, AEO, Bath & Body Works, Burlington, etc.); target positioning aligned to competitive levels .
Investment Implications
- Alignment vs. retention: Hill meets tightened ownership guidelines and is subject to a 50% net‑share holding policy; hedging and pledging are prohibited—positive for alignment. However, the 8/1/2024 $1.2M retention RSUs and the company‑wide shift to higher RSU mix (2025) increase the certainty of equity value and may reduce performance sensitivity at the margin .
- Vesting calendar and potential flow: Significant scheduled RSU settlements (25% on 8/1/2025; additional 25% on day 540; 50% on 8/1/2026; plus 3/21/2026 annual RSU tranche) could create episodic selling for tax‑withholding and liquidity—monitor trade windows around these dates for supply signals .
- Pay for performance risk: Company‑wide 2022 PRSUs paid ~7% of target (AOI 0%; TSR 13.8%), highlighting execution risk embedded in PRSUs; FY2024 STIP was forfeited for NEOs in favor of retention awards, reflecting a transitional year after leadership changes .
- Downside leverage under CoC: Equity (notably PRSUs) benefits from single‑trigger change‑in‑control acceleration mechanics without termination, while cash severance remains moderate at 1x salary; overall parachute economics are contained but equity can reprice outcomes under M&A scenarios—relevant for risk/reward in strategic optionality .
- Operating backdrop: While 2024 TSR declined in SEC CAP framework, early FY2025 prints showed demand strength (Q1 sales +19.5%, comps +7.1%), which, if sustained, can improve forward PRSU prospects (AOI/TSR) and reduce the risk of retention‑driven equity outpacing performance .