Ronald J. Masciantonio
FIVE BELOWAbout Ronald J. Masciantonio
Ronald J. Masciantonio is Executive Vice President, General Counsel & New Business Development at Five Below. He joined in August 2018 as SVP & General Counsel and was promoted in July 2024; he is 48 and also serves as Corporate Secretary for the board’s proxy materials and President/Director of the Five Below Foundation . Company performance context during his tenure includes FY2024 net sales of $3,876.5 million versus a $4,084.2 million target and post-incentive adjusted operating income of $325.8 million versus a $447.6 million target, while 2022 PRSU TSR outcomes ranged from the 37th percentile to 22nd percentile over four periods, earning 13.8% of TSR units (AOI component earned 0%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Five Below, Inc. | SVP & General Counsel | 2018–2024 | Built and led legal function; elevated to EVP with added New Business Development mandate |
| Five Below, Inc. | EVP, General Counsel & New Business Development | 2024–present | Expanded scope to drive growth initiatives alongside legal leadership |
| Destination Maternity Corporation | EVP, Chief Administrative Officer & General Counsel | 2006–2018 | Led legal and administrative operations at a global apparel leader |
| Taylor Nelson Sofres | Assistant General Counsel | Prior to 2006 | Supported global market research firm’s legal matters |
| Pepper Hamilton LLP (now Troutman Pepper Locke LLP) | Associate | Prior to 2006 | Early-career corporate legal experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Five Below Foundation | President & Director | Current | Oversees philanthropy strategy and governance |
| Retail Litigation Center | Director & Secretary | Current | Advances retail industry priorities in federal and state judiciary |
Fixed Compensation
- Individual base salary, target bonus, and actual bonus paid for Mr. Masciantonio are not disclosed in the proxy; Five Below’s executive program design emphasizes fixed base salaries reviewed for market competitiveness, with role-based adjustments as needed .
- Stock ownership guidelines: Other Executive Officers must hold Two (2) times base salary in company stock; compliance measured annually, with a 50% post-vesting holding requirement on net shares until guideline met . A waiver of the 50% post-vesting holding requirement was granted to Mr. Masciantonio until December 31, 2026 due to divorce, conditioned on maintaining holdings equal to at least One (1) times base salary (his pre-promotion level) .
Performance Compensation
- Company program structure for executives (context for alignment; individual participation for Mr. Masciantonio not disclosed):
- 2024 long-term equity mix: 25% RSUs (time-based) and 75% PRSUs (performance-based); 2025 changed to 40% RSUs / 60% PRSUs with RSUs vesting 33.33% annually over three years .
- PRSU metrics: 50% three-year cumulative adjusted operating income (AOI) and 50% relative Total Shareholder Return (TSR) vs a defined peer set; payout range 0–200% of target with retirement, death/disability, and change-in-control treatment as specified .
Company FY2024 NEO annual incentive metrics and outcomes (for pay-for-performance benchmarking):
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Net Sales ($mm) | 50% | 3,864.7 | 4,084.2 | 4,210.6 | 3,876.5 | 32% for metric; 16% weighted |
| Post-Incentive Adjusted Operating Income ($mm) | 50% | 380.0 | 447.6 | 481.4 | 325.8 | 0% for metric; 0% weighted |
2022 PRSU relative TSR performance outcomes (context for long-term performance linkage):
| Period | Company TSR | Relative TSR Percentile | % of Period Target Earned |
|---|---|---|---|
| Start FY2022 → End Q1 FY2024 | -14.6% | 37th | 55% |
| Start FY2022 → End Q2 FY2024 | -52.8% | 8th | 0% |
| Start FY2022 → End Q3 FY2024 | -48.0% | 23rd | 0% |
| Start FY2022 → End FY2024 | -45.6% | 22nd | 0% |
| Average TSR units earned | — | — | 13.8% of target |
RSU vesting schedules (framework):
- Annual RSUs (2024 awards): 50% vest on 2nd anniversary; 25% on each of 3rd and 4th anniversaries; retirement accelerates RSUs .
- Annual RSUs (2025 awards): vest 33.33% on each of first, second, third anniversaries .
Clawbacks, hedging/pledging:
- Dodd-Frank–compliant clawback policy: recovery of erroneously awarded incentive compensation for restatements, materially inaccurate metric calculations, or misconduct; covers prior three years; administered by Compensation Committee .
- Hedging, pledging, margin, and derivatives transactions in company securities are prohibited for covered persons .
Equity Ownership & Alignment
- Stock Ownership Guidelines: Other Executive Officers must hold Two (2) times base salary; all covered executives were in compliance as of January 2, 2025 .
- Specific waiver: Board approved waiver of 50% post-vesting holding requirement for Mr. Masciantonio until December 31, 2026 due to divorce; must maintain at least One (1) times base salary in shares .
- Hedging and pledging: Prohibited; margin purchases prohibited; derivatives in company securities prohibited .
- Beneficial ownership for Mr. Masciantonio (shares, % of outstanding, options, and vested/unvested breakdown) is not disclosed in the proxy’s security ownership table; thus, precise ownership analytics are unavailable .
Employment Terms
- Corporate Secretary: Mr. Masciantonio signs the proxy as Secretary, evidencing governance responsibility in board processes .
- Severance and change-in-control economics for Mr. Masciantonio are not specifically disclosed; generally, NEOs are covered by employment agreements and/or an Executive Severance Plan with restrictive covenants (non-compete, non-solicit, confidentiality) and release requirements; hedging/pledging restrictions apply company-wide .
- Non-compete/scope: Company practice includes non-competition and non-solicitation covenants in offer letters or employment agreements for executives; individual terms for Mr. Masciantonio not disclosed .
Investment Implications
- Alignment and selling pressure: The temporary waiver of the 50% post-vesting holding requirement suggests potential incremental selling flexibility for Mr. Masciantonio through December 31, 2026, though he must maintain shares equal to at least One (1) times base salary; hedging and pledging are prohibited, mitigating misalignment risk .
- Pay-for-performance framework: Executive incentives are heavily equity-based with AOI and TSR metrics; 2024 outcomes (below-target AOI, net sales below target) and low TSR earn-outs on 2022 PRSUs reinforce performance sensitivity; 2025 LTI mix shift (40/60 RSU/PRSU) modestly reduces performance leverage and increases retention weighting, which can improve executive stability in volatile periods .
- Governance quality: Strong guardrails include clawbacks, anti-hedging/pledging policies, and ownership guidelines; Say-on-Pay approval was ~96% in June 2024, indicating shareholder support of the compensation program design .