Mary Fox
About Mary Fox
Mary Fox is President and Chief Operating Officer of The Lovesac Company; she is 52 years old as of February 2, 2025 and holds a degree in manufacturing engineering and business studies from Coventry University. Her background spans BIC (General Manager, North America Consumer Products), L’Oréal (ecommerce, new business development, business transformation), and Walmart (senior leadership; co‑founded the Sustainable Apparel Coalition in 2009), with external roles including director of AF Acquisition Corp. (2021–2023) and Operating Advisor to AF Ventures since March 2023 . Lovesac’s FY2025 PSU metrics certified net sales of $680.6 million and adjusted EBITDA of $47.8 million, driving a 50.8% payout of FY2025 PSUs for Fox; FY2025 AIP metrics remained based on net sales, adjusted EBITDA and CSAT (4).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BIC | General Manager, North America Consumer Products | 2018–Nov 2021 | Led consumer products business in North America |
| L’Oréal | Roles in Ecommerce, New Business Development, Business Transformation (U.S.) | 2012–2018 | Drove ecommerce and transformation initiatives |
| Walmart | Senior leadership positions in U.S. and International; SVP Global Sourcing | — | Co‑founded Sustainable Apparel Coalition (SAC) in 2009; sustainability leadership |
External Roles
| Organization | Role | Years |
|---|---|---|
| AF Acquisition Corp. (Nasdaq: AFAQU) | Director | 2021–2023 |
| AF Ventures | Operating Advisor | Since March 2023 |
| Women in Retail Leadership Advisory Board | Member | — |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $440,404 | $476,996 | $528,225 |
| Target AIP (%) | 60% of base salary | 60% of base salary | 75% of base salary |
| AIP Paid ($) | $667,060 (includes $400,000 Additional Bonus) | $74,990 | $165,000 |
| Discretionary Bonus ($) | — | — | $123,750 |
Notes: FY2023 “Additional Bonus” was paid in two installments linked to Q3 and Q4 operating plan targets for net sales and adjusted EBITDA and is included in Non‑Equity Incentive compensation . FY2025 discretionary bonus recognized category outperformance, product platform launches (e.g., Sactionals Reclining Seat, EverCouch), and market benchmarking .
Performance Compensation
Equity Grants and Vesting (Selected Years)
| Award Type | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSU | 04/15/2023 | 14,544 | $414,359 | 3 equal annual installments |
| PSU (FY2023 grant) | 04/15/2023 | Target 14,544 | $414,359 | Earned over three 12‑month periods; paid in shares; 50–100% of target |
| LTPA (FY2023 grant) | 05/26/2023 | 72,244 | $1,540,943 | Performance‑based RSUs; 3‑year period |
| RSU | 06/11/2024 | 28,847 | $713,386 | 3 equal annual installments |
| PSU (FY2025 grant) | 06/11/2024 | Target 28,847 | $713,386 | Earned over three 12‑month periods; 25–100% based on performance |
| LTPA1 (FY2025 grant) | 06/11/2024 | 59,616 | $1,474,304 | Stretch net sales & adj. EBITDA over 3 years; payable in shares |
| LTPA2 (FY2025 grant) | 06/11/2024 | 37,981 | $939,270 | Stretch net sales & adj. EBITDA over 3 years; payable in shares |
FY2025: Committee increased total LTI target values and introduced LTPA2 for Fox; FY2023 and FY2024 LTPA grants for Nelson and Fox were cancelled/forfeited based on forecast and macro review .
FY2025 PSU Outcome
| Metric | Weight | Threshold | Target | Result | Achievement | Payout (overall) |
|---|---|---|---|---|---|---|
| Net Sales | 50% | $588M = 25% | $735M = 100% | $680.6M | 72.3% | 50.8% total PSU payout |
| Adjusted EBITDA | 50% | $47M = 25% | $58.9M = 100% | $47.8M | 29.2% | 50.8% total PSU payout |
| Shares Earned (FY2025 tranche) | — | — | — | — | — | 4,884 shares for Fox |
PSU performance measured and certified over three consecutive 12‑month periods; payout is linear between 80–100% thresholds with no payout below 80% . FY2022–FY2024 PSU tranches with 90% thresholds were not earned .
Equity Ownership & Alignment
Beneficial Ownership
| As of Date | Outstanding Shares Owned | Options/RSUs | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| April 15, 2024 | 18,958 | 7,620 | 26,578 | <1% (*) |
| April 17, 2025 | 29,012 | 9,615 | 38,627 | <1% (*) |
(*) Represents beneficial ownership of less than one percent.
Outstanding Equity Awards (FY2025 Year‑End)
| Grant Date | Award Type | Unvested RSUs (#) | Unearned PSUs (#) | LTPA Awards (#) | Market/Payout Value ($) |
|---|---|---|---|---|---|
| 11/18/2021 | RSU/PSU | 2,417 RSUs | 4,832 PSUs | — | $61,827 RSUs; $123,603 PSUs |
| 04/15/2022 | RSU/PSU | 2,772 RSUs | 5,544 PSUs | — | $70,908 RSUs; $141,815 PSUs |
| 04/15/2023 | RSU/PSU | 9,696 RSUs | 14,544 PSUs | — | $248,024 RSUs; $372,036 PSUs |
| 06/11/2024 | RSU/PSU | 28,847 RSUs | 28,847 PSUs | — | $737,907 RSUs; $737,907 PSUs |
| 06/11/2024 | LTPA1 | — | — | 59,616 | $1,524,977 |
| 06/11/2024 | LTPA2 | — | — | 37,981 | $971,554 |
Ownership Guidelines: President & COO required to hold 3× base salary; time‑based RSUs count; options and unearned performance awards do not. All NEOs were in compliance or on track as of FY2025 .
Hedging/Pledging: Company policy prohibits hedging and pledging without Board approval; trading restricted to open windows with pre‑clearance; updated for Rule 10b5‑1 enhancements. No pledges disclosed for Mary Fox .
Employment Terms
Current Compensation Framework (as of May 1, 2024)
| Component | Term |
|---|---|
| Base Salary | $550,000 |
| Annual Incentive Plan (AIP) Target | 75% of base salary; cap 150% |
| Long‑Term Incentive Target Mix | RSUs $750,000; PSUs $750,000; LTPA1 $1,550,000; LTPA2 $987,500 |
Severance and Change‑in‑Control Economics
| Scenario | Cash Severance | AIP Treatment | Benefits | Equity Treatment |
|---|---|---|---|---|
| Termination without Cause or by Executive for Good Reason | 12 months base salary | Eligible pro‑rata AIP (Committee determination) | Company‑paid COBRA up to 12 months | Unvested RSUs and PSUs vest in full; LTPAs forfeited |
| Following Change‑in‑Control or Existing Investor Asset Disposal (double‑trigger) | 12 months base salary | Eligible pro‑rata AIP | Company‑paid COBRA up to 12 months | Unvested RSUs and PSUs vest in full; LTPAs vest pro‑rata by service months |
| Potential Payments (illustrative) at FY2024 year‑end | $462,900 cash; $277,740 AIP; $24,015 benefits; equity $1,147,340 (No‑Cause/Good Reason) and $3,635,595 (Post‑CoC) | |||
| Potential Payments (illustrative) at FY2025 year‑end | $550,000 cash; $412,500 AIP; $25,953 benefits; equity $2,494,024 (No‑Cause/Good Reason) and $4,990,556 (Post‑CoC) |
At‑Will Employment; Mary Fox’s Employment Agreement effective September 30, 2021 (offer and agreement filed via 8‑K) . No perquisites offered to NEOs; broad benefits include medical, 401(k) with safe harbor match, home office stipend, and product discounts . Clawback policies (Company and Dodd‑Frank compliant) apply to incentive compensation and equity awards .
Investment Implications
- Pay‑for‑performance alignment strengthened in FY2025: AIP target increased to 75% of salary and PSU/LTPA mix expanded, while FY2025 PSUs paid at 50.8% based on net sales of $680.6M and adjusted EBITDA of $47.8M, indicating measured payouts tied to operating performance .
- Vesting cadence may create periodic selling pressure: RSUs vest annually over three years across multiple grants (e.g., 28,847 shares from 6/11/2024 grant), and PSUs/LTPAs settle on performance certification and end‑of‑period schedules (3‑year LTPA horizon to FY2027); past LTPA grants (FY2023–FY2024) were cancelled, reducing potential future equity overhang .
- Alignment and governance: Fox’s beneficial ownership is <1% of shares outstanding but she is subject to a 3× salary stock ownership guideline and anti‑hedging/anti‑pledging policies; all NEOs are in compliance or on track, mitigating misalignment risk .
- Contract protections: Double‑trigger change‑in‑control economics with full vesting of RSUs/PSUs and pro‑rata LTPAs balance retention and shareholder alignment; base severance is 12 months of salary with COBRA, limiting cash burn in transition scenarios .
- Execution signals: FY2025 discretionary bonuses to Fox reflect category share gains and platform launches (Sactionals Reclining Seat; EverCouch), indicating strategic progress; however, selective PSU non‑earnings in prior years and LTPA cancellations underscore management’s recalibration of stretch targets to market conditions .