Graham Poliner
FIVE BELOWAbout Graham Poliner
Graham Poliner, 44, is Five Below’s Chief Strategy, Business Intelligence, and Analytics Officer; he joined the company in September 2020 after serving as SVP of Analytics and Inventory Management at Macy’s and as a consultant with Kurt Salmon focused on retail and consumer products . As of March 2025, his initial Form 3 disclosed 16,674 shares of Five Below common stock owned directly, with no derivative positions listed . Company performance context for FY2024: net sales were $3,876.5 million versus a $4,084.2 million target, and post-incentive adjusted operating income (PI-AOI) was $325.8 million versus a $447.6 million target; the company’s “value of $100 invested” TSR metric stood at $82.83 for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Macy’s | SVP of Analytics and Inventory Management | Not disclosed | Led enterprise analytics and inventory optimization for a national retailer |
| Kurt Salmon | Consultant (retail and consumer products) | Not disclosed | Led client engagements driving analytics and operational performance |
External Roles
No external board roles or public company directorships are disclosed for Poliner .
Fixed Compensation
Not disclosed for Poliner. The proxy provides comprehensive details for Named Executive Officers (NEOs), but Poliner is not an NEO in FY2024, and his base salary and annual bonus target are not reported .
Performance Compensation
Company executive incentive design (context for alignment):
- Annual Incentive Plan (FY2024): Equally weighted PI-AOI and net sales metrics, with linear interpolation from threshold to maximum; NEOs forfeited the 2024 annual incentive in exchange for retention awards, but the metric outcomes below reflect program achievement .
- Long-term incentives: Annual grants split 25% RSUs and 75% PRSUs in 2024; PRSUs measured 50% by cumulative adjusted operating income (AOI) and 50% by relative TSR versus a retail peer group; vesting generally requires continued service through FY2026, with defined acceleration provisions on death, disability, retirement, and change in control . Program mix changed to 40% RSUs / 60% PRSUs for 2025 awards, and RSUs vest in equal thirds over three years for 2025 grants .
FY2024 Annual Incentive Metrics and Outcomes (Company Program)
| Metric | Weight (% of Target) | Threshold | Below Target | Target | Maximum | Actual Achievement | Actual as % of Target | Weighted Actual as % of Target |
|---|---|---|---|---|---|---|---|---|
| Net Sales ($USD Millions) | 50% | $3,864.7 | $3,906.2 | $4,084.2 | $4,210.6 | $3,876.5 | 32% | 16% |
| Post‑Incentive Adjusted Operating Income ($USD Millions) | 50% | $380.0 | $389.9 | $447.6 | $481.4 | $325.8 | 0% | 0% |
PRSU Design Parameters (Company Program)
| Component | Weight | Performance Scale | Vesting / Measurement Details |
|---|---|---|---|
| Cumulative AOI (3-year) | 50% | Threshold 50%, Target 100%, Max 200% of target units | Earned over FY2024–FY2026; vesting generally requires continued service; change-in-control and other accelerated vesting rules apply |
| Relative TSR | 50% | 30th percentile → 25%; 50th → 100%; 80th → 200% of target units | Measured across four equal weighted periods from FY2024 start through FY2026 quarters; Monte Carlo valuation; accelerated vesting rules apply |
2022 PRSU Outcomes (Company Program)
| Component | Outcome |
|---|---|
| AOI Units (50% of award) | Cumulative AOI = $1,054 million; units earned 0% of target |
| TSR Units (50% of award) | Period results averaged 13.8% of target units earned |
| Total Earned | Approximately 7% of target for combined PRSU |
Special PRSUs (FY2024 Transition Awards) – Comparable Sales Tranches (Company Program)
| Performance Period | Scale | Actual Result | Payout |
|---|---|---|---|
| Q4 FY2024 Comparable Sales | Threshold −5.0%; Target −3.5%; Max 0.0% | −3.0% comps | 114% of target for Q4 tranche |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (common) | 16,674 shares (direct) |
| Ownership as % of shares outstanding | ~0.03% (16,674 / 55,055,966 shares eligible to vote at record date) |
| Derivatives / options | None listed on Form 3 (Table II shows no derivative positions) |
| Hedging / pledging policy | Hedging transactions and pledging of company stock are prohibited; margin purchases also prohibited |
| Stock ownership guidelines | Other Executive Officers must hold shares equal to 2× base salary; 50% of net shares from equity must be held until guideline met |
| Compliance status | As of Jan 2, 2025, “all covered executives” were in compliance with the ownership guidelines |
Employment Terms
| Term | Detail |
|---|---|
| Employment start | Joined Five Below in September 2020 |
| Title / scope | Chief Strategy, Business Intelligence, and Analytics Officer |
| Severance / change‑in‑control | Executive Severance Plan benefits and contractual severance terms are detailed for NEOs; Poliner’s specific severance eligibility is not disclosed. Company PRSU/RSU awards include standard accelerated vesting rules for death, disability, retirement, and change of control |
| Clawback | Board-approved clawback policy (Sept 2023) applies to executive officers; recovery triggered by restatement, materially inaccurate performance calculations, and specified misconduct causing material harm |
| Non‑compete / restrictive covenants | Company notes severance is conditioned on a commitment not to compete for a reasonable period and on release of claims; specific terms for Poliner not disclosed |
| Insider trading | Restrictions on short sales, derivatives trading, hedging, pledging, and margin purchases; full policy filed as Exhibit 19.1 to the FY2024 Form 10‑K |
Compensation Structure Context (Company-wide governance levers)
- Pay mix and risk controls: Significant “at-risk” pay; majority of LTI in PRSUs; no option repricing without shareholder approval; no Section 280G excise tax gross‑ups; stock ownership and clawback policies in place .
- Compensation peer group: Retail comparators including Abercrombie & Fitch, American Eagle, Bath & Body Works, Burlington, Floor & Décor, Lululemon, Ulta, Urban Outfitters, Williams‑Sonoma, and others; medians at update were ~$4.4B revenue and ~$8.4B market cap .
- Say‑on‑Pay: ~96% approval at June 2024 annual meeting .
Investment Implications
- Alignment and selling pressure: Mandatory 2× salary ownership guideline and 50% post‑vesting hold until compliance, plus hedging/pledging prohibitions, reduce near‑term insider selling pressure and align executive incentives with long-term shareholder value .
- Performance levers: Annual bonuses hinge on net sales and PI‑AOI; PRSUs depend on multi-year AOI and relative TSR, directly linking equity outcomes to operating discipline and market performance; the 2022 PRSUs paid ~7% of target, indicating scrutiny on pay-for-performance amid weaker AOI and TSR outcomes .
- Vesting cadence: Standard RSU schedules (2024 awards: 50% at 2 years, then 25% at years 3 and 4; 2025 awards vest in equal thirds) and PRSU measurement windows can create predictable liquidity windows; however, hold requirements and policy restrictions moderate immediate selling risk .
- Governance and risk controls: The clawback framework and strict insider trading policy limit adverse conduct and misaligned risk-taking; strong Say‑on‑Pay support suggests investor acceptance of the overall compensation architecture .