Chris Zender

About Chris Zender

Executive Vice President and Chief Operating Officer at Ollie’s since June 17, 2024; age 61 . Zender is a long-tenured retail operator (Variety Wholesalers President/COO; prior roles at Home Depot, K&G/Men’s Wearhouse, Value City, CR Anthony) with direct responsibility for store operations, loss prevention, and supply chain, reporting to the CEO . Company performance under the current incentive framework: Fiscal 2024 Adjusted EBITDA was $312.7 million vs. a $306.2 million target (102.1%), producing above-target annual bonus payouts; net sales ~$2.3B (+~10% ex-53rd week), operating margin expanded to 11.0%, and cash from operations exceeded $227 million .

Past Roles

External Roles

None disclosed for Zender (no public company directorships or external board roles reported) .

Fixed Compensation

Performance Compensation

Annual Incentive Plan (AIP) is a single-metric plan tied to Adjusted EBITDA with linear interpolation from 85% to 115% of target; payouts vary by role .

Beginning FY2025, Zender’s AIP calibration increased to 60% target and 120% maximum of base salary (still EBITDA-based) .

Long-Term Incentives (LTI):

• Annual LTI split 50% RSUs / 50% stock options, ratable vesting 25% per year over four years .
• FY2024 grant: RSUs 3,032 and options 5,853, granted July 29, 2024; option exercise price $98.95; grant-date aggregated fair value $600,041 .

No option exercises or RSU vestings occurred for Zender in FY2024 given the late grant date .

Equity Ownership & Alignment

As of FY-end (January 31, 2025):

• Unexercisable options: 5,853 @ $98.95, expiring July 29, 2034 .
• Unvested RSUs: 3,032 valued at $338,098 using $111.51 share price on January 31, 2025 .
• Company prohibits hedging and pledging by associates and directors, reducing misalignment risk .
• Executive Stock Ownership Guidelines: Section 16 officers at 2x salary; other corporate officers 1x; compensation committee assesses compliance annually; each NEO met or was on track as of Feb 1, 2025 .

Employment Terms

• Start date: June 17, 2024 .
• Base salary: $475,000 minimum (subject to periodic review; cannot be reduced below $475,000) .
• Annual bonus: EBITDA-based; FY2024: 50% target/100% max of base; from Feb 2, 2025: 60% target/120% max .
• LTI: $600,000 grant value on/about July 29, 2024; 50% RSUs/50% options under 2015 Plan .
• Severance (without cause or good reason): 12 months base salary continuation and continued life insurance benefits until the earlier of 12 months or new employment, subject to release and restrictive covenant compliance .
• Change-in-control: Company’s 2015 Plan provides double-trigger acceleration—equity awards accelerate if terminated without Cause or for Good Reason within 12 months of a change in control (plan-wide disclosure) .
• Restrictive covenants: Confidentiality; non-compete for one year in any state where Ollie’s operates or contiguous states (explicit competitor list including Big Lots, Ross, Burlington, TJX, Dollar Tree, Dollar General, etc.); non-solicit restrictions including a 24-month employee-poaching lookback; non-disparagement .
• Relocation: $100,000 lump-sum relocation assistance and up to $2,500/month temporary housing for 6 months; mandatory relocation to Harrisburg within 6 months or terminable for “Cause”; repayment: 100% if employment ends within 365 days of payment, 50% if between 366–730 days .
• PTO & Perqs: 25 days paid vacation; automobile allowance ($12,000 annually); participation in benefits plans; 401(k) safe harbor matching (100% of first 3%, 50% of next 2%) .
• Clawback: Dodd-Frank/SEC/Nasdaq-compliant policy to recoup erroneously awarded incentive compensation upon required restatements .
• No 280G gross-ups; no option repricing; pension/SERP not provided .

Investment Implications

• Pay-for-performance alignment: AIP uses a single operational metric (Adjusted EBITDA) with transparent thresholds/linear interpolation and a moderately levered slope (target→max range), which drove above-target payouts in FY2024; Zender’s target/max scales are increasing for FY2025, indicating higher at-risk exposure tied to execution .
• Time-based equity (RSUs/options) with four-year ratable vesting creates predictable vesting dates (7/29 annually), potentially signaling periodic selling pressure near anniversaries; no hedging/pledging permitted mitigates misalignment risk .
• Retention/operational focus: 12-month severance with robust non-compete/non-solicit terms and relocation clawbacks enhances retention and reduces immediate departure risk; equity is double-trigger accelerated in a change-in-control, balancing retention with deal execution .
• Track record fit: Deep off-price/closeout and value retail operations background aligns with Ollie’s merchandising model and store execution priorities; FY2024 company KPIs (growth, margins, cash generation) support the incentive construct under which Zender operates .

Key risk indicators: No hedging/pledging; clawback in place; non-compete across adjacent geographies; relocation obligations; no reported FY2024 LTI exercises/vests for Zender due to grant timing **[1639300_0001140361-25-016940_ny20041951x2_def14a.htm:9]** **[1639300_0001140361-25-016940_ny20041951x2_def14a.htm:45]** **[1639300_0001140361-24-029027_ef20030655_ex10-1.htm:5]** **[1639300_0001140361-25-016940_ny20041951x2_def14a.htm:50]**.

Appendix: Program Details Supporting Analysis

• FY2024 AIP metrics/outcome and NEO payouts (including Zender) .
• FY2024 LTI grants (counts, strike, vesting, fair value) .
• FY2024 outstanding equity (as of 1/31/2025) and valuation basis .
• Executive Stock Ownership Guidelines and compliance status .
• Hedging/pledging prohibitions .
• Clawback policy .
• Employment agreement terms (salary, bonus, severance, relocation, restrictive covenants) .
• Company FY2024 performance backdrop (net sales, margin, cash from ops) .

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