Winnie Y. Park
FIVE BELOWAbout Winnie Y. Park
Winnie Y. Park is Five Below’s Chief Executive Officer and President, and a director since December 2024; she is listed as age 54 in the 2025 proxy and is not an independent director . She joined on December 16, 2024 and serves as a Class II director; the board increased its size and elected her to fill the new seat effective on her start date, with an expectation to be nominated for reelection at the 2025 annual meeting . Education: BA from Princeton University and MBA from Northwestern University . Company performance context: in fiscal 2024, company net income was $253.6 million, post-incentive adjusted operating income was $325.8 million, and the value of an initial $100 invested based on Company TSR stood at $82.83, per the pay-versus-performance table .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Forever 21 | Chief Executive Officer | 2022–2024 | Led omnichannel launch, social commerce, and an award-winning Roblox metaverse partnership; expanded categories beyond women’s apparel |
| Paper Source, Inc. | Chief Executive Officer | 2015–2021 | Drove transformation from brick-and-mortar to omnichannel lifestyle brand; company filed Chapter 11 in March 2021, later acquired by an Elliott affiliate |
| DFS (Duty Free Shoppers), LVMH division | EVP Global Marketing & eCommerce; Global VP/GMM Merchandising | Not disclosed | Launched DFS’s first global eCommerce site across Asia and the Middle East; merchandising leadership |
| Levi Strauss & Co. | Women’s Merchandising leadership | Not disclosed | Led merchandising; consumer and brand-building experience |
| McKinsey & Company | Consultant (fashion retail, consumer digital) | Not disclosed | Strategy expertise in fashion retail and consumer digital |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Dollar Tree, Inc. | Director | 2020–2024 | Public company board service |
| Sound Point Acquisition Corp I, Ltd. | Director | 2022–2023 | SPAC board service |
| Express, Inc. | Director | 2017–2022 | Public company board service |
Fixed Compensation
| Component | Detail | Period | Amount |
|---|---|---|---|
| Base Salary | Initial base salary under CEO offer terms | Effective Dec 16, 2024 | $1,100,000 per year |
| Annual Incentive Target | Target payout as % of base salary | 2025 plan design | 125% of base (0–200% payout range) |
| New-Hire RSU | Grant date and grant-date fair value | 12/16/2024 | $999,915 |
| New-Hire RSU Vesting | Vesting schedule | From grant | 50% on first anniversary; 50% on second anniversary of grant |
| Relocation Benefits | Reported as “All Other Compensation” | Fiscal 2024 | $77,172 |
| CEO Total Reported Compensation | SCT total for fiscal year | Fiscal 2024 | $1,204,010 (Salary $126,923; Stock Awards $999,915; All Other $77,172) |
Performance Compensation
| Metric | Instrument | Weighting | Target/Scale | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive | Cash bonus | N/A (CEO target 125% of base) | 0–200% of target depending on corporate/individual performance | Not disclosed for FY2024 for CEO; actual bonus = $0 in SCT | N/A |
| Adjusted Operating Income (AOI) | PRSU (company-wide design) | 50% | 3-year cumulative AOI scale: Threshold 50%, Target 100%, Max 200% of target | FY2022 PRSU AOI actual cumulative AOI = $1,054M → 0% earned (context) | Generally service through end of FY2026; accelerated in certain cases |
| Relative TSR vs peer group | PRSU (company-wide design) | 50% | Per performance period: 30th percentile=25%, 50th=100%, 80th=200% of target | FY2022 PRSU TSR outcome average = 13.8% of target (context) | Generally service through end of FY2026; accelerated in certain cases |
Notes:
- 2025 long-term incentive commitment for Ms. Park: $4,000,000 grant-date value, with terms consistent with other NEOs’ 2025 LTI design (expected PRSU/RSU mix per program) .
- PRSU acceleration terms: upon death/disability, AOI Units vest at target; earned TSR Units vest; uncompleted TSR periods vest at target; change in control generally vests AOI at target and TSR at target or actual through change at committee discretion .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 15, 2025) | 0 shares beneficially owned; “less than 1%” per table |
| Unvested RSUs Outstanding | 9,523 RSUs from 12/16/2024 grant; market value $893,067 using $93.78 share price at period end |
| Options Outstanding | None disclosed for Ms. Park |
| Stock Ownership Guidelines (Executives) | CEO must hold stock equal to 6× base salary; five-year compliance window; 50% of net shares from exercises/settlements must be held until guideline met; as of Jan 2, 2025, all covered executives were in compliance |
| Hedging/Pledging | Prohibited under Insider Trading Policy; derivatives transactions also prohibited |
Upcoming vesting cadence and potential sell-to-cover pressure:
- New-hire RSUs vest 50% on 12/16/2025 and 50% on 12/16/2026; policy requires holding 50% of net shares until guidelines met, reducing ongoing sell pressure beyond tax withholding .
Employment Terms
| Term | Provision |
|---|---|
| Start Date & Role | CEO & President; Class II Director effective Dec 16, 2024 |
| At-Will Employment | Offer letter states employment is at-will |
| Reporting & Relocation | Reports to Board; must relocate within 75 miles of HQ within 12 months |
| Severance (Without Cause / Good Reason) | 24 months base salary continuation; pro-rata portion of any earned but unpaid annual bonus; COBRA premiums up to 18 months |
| Severance (Illustrative Values at 1/31/2025) | Cash severance $2,200,000; pro-rata bonus $0 (for FY2024); health coverage $15,503; total $2,215,503 |
| Change-in-Control | No payout absent termination; double-trigger treatment mirrors severance above for termination following change in control |
| Equity Acceleration (General) | Accelerated vesting upon change in control and certain terminations per plan terms |
| Good Reason Definition | Includes material pay/bonus target reduction; material adverse change in title/authority; change in reporting; material breach; relocation >50 miles, with notice/cure process |
| Clawback | D-F clawback policy plus broader discretion for misconduct, negligence, fraud; 3-year lookback; applies to cash/equity incentives |
Board Governance
- Role and Independence: Ms. Park serves as CEO and director; she is not independent under Nasdaq rules and does not sit on any board committees .
- Committee Structure: Audit, Compensation, and Nominating & Corporate Governance committees comprised entirely of independent directors; compensation committee retains an independent advisor; practices include significant at-risk pay, clawbacks, ownership guidelines, no excise tax gross-ups, and prohibition on option repricing without shareholder approval .
- Dual-Role Implications: With Ms. Park as CEO-director and a separate Executive Chairman (Vellios), independence concerns are mitigated by the presence of a majority-independent board and fully independent key committees; Ms. Park’s lack of committee assignments aligns with best practice separation .
Compensation Structure Analysis
- Mix and Risk: Ms. Park’s target direct compensation for 2025 totals $6.475 million comprising base salary ($1.1M), target annual incentive (125% of base), and LTI ($4.0M), emphasizing variable, performance-linked pay .
- Equity Design: Company PRSUs use 50% AOI and 50% relative TSR, with 0–200% payout scales, aligning long-term value creation; her 2024 grant was time-based RSUs for onboarding rather than PRSUs, which reduces near-term performance risk while establishing ownership .
- Governance Safeguards: Clawbacks, hedging/pledging prohibitions, ownership guidelines (CEO 6x salary) and independent committee oversight reduce pay-for-performance misalignment risk .
Equity Ownership & Alignment (Detail)
| Metric | Value |
|---|---|
| Shares Beneficially Owned (Apr 15, 2025) | 0 |
| RSUs Unvested | 9,523; market value $893,067 using $93.78 per share reference |
| Options (Exercisable/Unexercisable) | None |
| Ownership Guideline Requirement | 6× base salary; five-year window; 50% net share hold rule; executives in compliance as of Jan 2, 2025 |
| Hedging/Pledging Status | Prohibited by policy |
Performance & Track Record
- Prior leadership achievements: At Forever 21, led omnichannel and social commerce initiatives and an award-winning Roblox metaverse partnership; at Paper Source, executed an omnichannel transformation; at DFS, launched first global eCommerce site; merchandising roles at Levi’s and strategy experience at McKinsey .
- Controversies: Paper Source filed Chapter 11 in March 2021 while she was CEO; the company was subsequently acquired by an affiliate of Elliott Investment Management .
Vesting Schedules and Insider Selling Pressure
- New-hire RSUs: 50% vest on 12/16/2025 and 50% on 12/16/2026; the 50% net-share hold rule until ownership guideline compliance reduces sell pressure beyond tax withholding at settlement .
Compensation Peer Group (Benchmarking / TSR)
- Relative TSR PRSUs benchmark against 15 compensation peers plus TJX, Dollar General, Dollar Tree, and Ross Stores; payout ranges 25%–200% depending on percentile performance in each period .
Employment & Contracts (Retention Risk Indicators)
- At-will employment; robust severance protection with 24 months base salary and COBRA for termination without cause or resignation for good reason; double-trigger change-in-control treatment; clawbacks in place; restrictive covenants required per offer .
Investment Implications
- Alignment: 2025 target pay emphasizes variable compensation with expected PRSU/RSU mix tied to AOI and relative TSR, aligning with shareholder value creation; strong governance (clawbacks, no hedging/pledging, ownership guidelines) lowers misalignment risk .
- Near-term trading signals: Two large RSU vest dates (Dec 2025/Dec 2026) may create sell-to-cover flow; however, mandatory net-share holding mitigates discretionary selling and increases alignment .
- Retention economics: Severance economics (~2x base via 24 months continuation, COBRA up to 18 months) and double-trigger change-in-control protection reduce voluntary departure risk; clear good-reason definitions protect role authority/reporting .
- Execution risk: Retail transformation experience is a positive; Paper Source bankruptcy history is a cautionary data point; success will hinge on merchandise mix, comp sales, and margin recapture under a stringent PRSU framework .