Michelle Israel
FIVE BELOWAbout Michelle Israel
Michelle Israel is Five Below’s Chief Merchandising Officer, effective October 6, 2025, reporting to CEO Winnie Park and responsible for Merchandising, Planning, Allocation, Product Sourcing, Product Development, Quality and Compliance . She is a seasoned retail operator with nearly 35 years at Macy’s and Bloomingdale’s, most recently serving as SVP/General Merchandise Manager, Beauty and Center Core at Macy’s, overseeing a multi‑billion‑dollar portfolio across jewelry, beauty, shoes and handbags; she also led Macy’s value brands, Bloomingdale’s The Outlet and Macy’s Off Price/Backstage with full P&L responsibility . At appointment, her Form 3 reported no beneficial ownership of Five Below stock, indicating a clean baseline for future equity alignment . It is early in tenure to attribute TSR, revenue, or EBITDA performance specifically to Ms. Israel; companywide FY2024 bonus metrics were net sales and post‑incentive adjusted operating income (AOI), and long‑term PRSUs measure AOI and relative TSR—useful context for how future pay will be aligned to performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Macy’s | SVP & General Merchandise Manager, Beauty and Center Core | Not disclosed (most recent) | Oversaw multi‑billion‑dollar portfolio across jewelry, beauty, shoes, handbags; led merchandising strategy and product curation |
| Macy’s Value/Off‑Price Platforms | Leader of Macy’s value brands and Backstage (off‑price) | Part of ~35 years across Macy’s/Bloomingdale’s | Owned full P&L with responsibility for merchandising, stores, planning and finance |
| Bloomingdale’s | Leader of Bloomingdale’s The Outlet | Part of ~35 years across Macy’s/Bloomingdale’s | Drove outlet/value format execution and assortment strategy |
External Roles
- None disclosed in Company filings or the appointment 8‑K/press release for Ms. Israel .
Fixed Compensation
| Component | 2025 Terms for Michelle Israel | Notes |
|---|---|---|
| Base salary | Not disclosed | The 8‑K announced appointment but did not file an offer letter or compensation terms for Ms. Israel; only CFO Daniel Sullivan’s offer letter was attached . |
| Target bonus (%) | Not disclosed | Company FY2024 STIP design (for NEOs) used net sales and post‑incentive AOI; Ms. Israel joined after FY2024 and was not a 2024 participant . |
| Actual bonus paid | Not applicable | No FY2024 NEO annual incentives were paid due to forfeitures tied to a special retention program; Ms. Israel was not an NEO in FY2024 . |
| Perquisites/benefits | Not disclosed | Standard Five Below executive benefits (401(k), NQDC, health) exist; no executive‑specific perquisites for Ms. Israel are disclosed . |
Performance Compensation
Company context for incentive design (Ms. Israel’s specific targets for FY2025/FY2026 were not disclosed):
- Annual Incentive Plan (FY2024 NEO design; 50% net sales / 50% post‑incentive AOI; 0–200% payout; capped on net sales if AOI below threshold) .
| Metric | Weight | Threshold (25% payout) | Below Target (50% payout) | Target (100% payout) | Maximum (200% payout) | Actual Achievement | Actual Achievement (% of Target) | Weighted Actual Achievement |
|---|---|---|---|---|---|---|---|---|
| Net Sales ($mm) | 50% | 3,864.7 | 3,906.2 | 4,084.2 | 4,210.6 | 3,876.5 | 32% | 16% |
| Post‑Incentive Adjusted Operating Income ($mm) | 50% | 380.0 | 389.9 | 447.6 | 481.4 | 325.8 | 0% | 0% |
- Long‑Term Incentives (FY2024 NEO design) :
- RSUs: 25% of LTI; vest 50% on 2nd anniversary, 25% on 3rd, 25% on 4th, subject to continued service .
- PRSUs: 75% of LTI; 3‑year performance; 50% based on cumulative operating income, 50% based on relative TSR; vesting contingent on continued service . TSR portions for open cycles were tracking at 50% of target as of FY2024 year‑end in the proxy disclosure context .
Equity Ownership & Alignment
| Item | Status for Michelle Israel | Source |
|---|---|---|
| Total beneficial ownership at appointment | 0 shares | Form 3 filed 10/08/2025 states “No securities are beneficially owned” . |
| Vested RSUs / Unvested RSUs / PRSUs | 0 / 0 / 0 at appointment | Form 3 shows no securities owned at appointment . |
| Stock options (exercisable / unexercisable) | 0 / 0 at appointment | Form 3 shows no derivative securities owned . Company reported no stock options outstanding company‑wide as of May 3, 2025 . |
| Shares pledged as collateral | Not permitted under policy | Hedging and pledging are restricted under Insider Trading Policy; executives are subject to these restrictions . |
Stock ownership guidelines (apply to executive officers, measured annually; five years to comply; 50% net‑shares hold until met) :
- CEO: 6x base salary
- CFO/COO: 3x base salary
- Other Executive Officers (includes CMO): 2x base salary
- Compliance timing: 5 years from hire; 50% of net shares from vesting/exercises held until guideline met
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Title/Reporting | Chief Merchandising Officer; reports to CEO | Appointment/press release |
| Start date | October 6, 2025 | Press release |
| Offer letter/comp terms | Not filed for Ms. Israel in the appointment 8‑K | 8‑K included CFO offer letter only |
| Severance/change‑in‑control | Not disclosed for Ms. Israel | General Severance Plan exists for certain executives; benefits typically equal 12 months base salary + up to 12 months COBRA for eligible participants; equity acceleration under change‑in‑control follows plan rules (context, not individual) |
| Clawback | In place for executive officers (Dodd‑Frank compliant), with additional company policy allowing recovery for miscalculation, misconduct, or fraud | Clawback policy details |
| Hedging/pledging | Prohibited for covered persons (includes officers) | Insider Trading Policy |
Investment Implications
- Alignment and selling pressure: Ms. Israel started with zero ownership, so initial selling pressure is minimal; future equity alignment will come via RSU/PRSU grants subject to Five Below’s five‑year ownership guidelines and 50% net‑share holding requirement, with hedging/pledging prohibited—factors that structurally reduce near‑term selling and promote alignment .
- Incentive design vs performance: Company pay programs are heavily at‑risk (75% PRSUs in FY2024 LTI for NEOs; annual bonus tied to AOI and net sales), and no FY2024 NEO annual bonuses were paid given performance and forfeitures—indicating a tight pay‑for‑performance rubric that will likely govern Ms. Israel’s future awards (specific 2025/2026 targets for her not yet disclosed) .
- Retention risk: Specific severance or change‑in‑control terms for Ms. Israel are not yet disclosed; however, Five Below maintains an executive severance framework and robust clawback/insider‑trading controls. Monitor forthcoming proxy/8‑K filings for her base salary, bonus target, LTI mix, vesting and any sign‑on/retention grants .
- Execution upside: Her deep value/off‑price and category leadership background (multi‑billion‑dollar P&Ls across Beauty and Center Core, value/outlet formats) maps directly to Five Below’s trend‑right, extreme‑value merchandising thesis—key levers for comp sales and margin mix under her remit (Merchandising, Sourcing, Product Development, Quality, Compliance) .
- Governance backdrop: Say‑on‑pay support was ~96% at the June 2024 meeting, suggesting investor alignment with compensation design heading into the current executive team build‑out .
Key watch items: first equity grant Form 4s (size, RSU/PRSU mix, vesting cadence), any 10b5‑1 plans, bonus metric calibration for FY2025/2026, and disclosures in the next DEF 14A covering her compensation and ownership.