Eric van der Valk

About Eric van der Valk

Eric van der Valk (age 55) is President, Chief Executive Officer, and Director of Ollie’s Bargain Outlet Holdings as of February 2, 2025; he joined Ollie’s in May 2021 as EVP & Chief Operating Officer and was promoted to President on June 5, 2024 before becoming CEO and joining the Board on February 2, 2025 . He previously served as President and COO of Christmas Tree Shops after roles of increasing responsibility since 2005, and earlier held financial and merchandising roles at May Department Stores (Filene’s, Robinsons‑May) and led store operations at KB Toys . Company operating performance under the leadership team has been strong: fiscal 2024 net sales were ~$2.3B (+~10% YoY ex-53rd week), operating margin expanded 20 bps to 11.0%, and cash from operations exceeded $227M; 50 stores opened (559 total) and a fourth distribution center came online . Longer‑term context: in fiscal 2023, net sales rose 15.1% to $2.103B and Adjusted EBITDA increased 62.9% to $275.2M; company TSR translated to $141.53 for a $100 initial investment over the FY2020–FY2023 measurement window .

Past Roles

External Roles

Fixed Compensation

• CEO employment terms (effective Feb 2, 2025): base salary $775,000; annual bonus based on Company EBITDA, target 100% of salary, max 200% . He also receives a $1,000/month auto allowance and standard executive benefits .
• Prior to CEO appointment (FY2024): base increased from $540,000 to $580,000; annual incentive based on Adjusted EBITDA with target 75% and max 150% of salary; actual FY2024 bonus paid $488,201 (128.6% of target) as Adjusted EBITDA reached $312.7M (102.1% of target) .

Multi‑year summary compensation (NEO disclosures):

Performance Compensation

Annual incentive design (FY2024):

• Metric/weighting: Company Adjusted EBITDA (100% weight) .
• Payout curve: 0% below 85% of Target; linear to Target; maximum at >115% of Target (for Eric as President: 0%/75%/150% of salary at threshold/target/max) .
• FY2024 outcome: Adjusted EBITDA $312.7M vs $306.2M target (102.1%), yielding a 128.6% of target payout; Eric’s bonus was $488,201 .

Long‑term equity incentives:

• FY2024 grant (Apr 1, 2024): 7,409 RSUs and 14,216 options at $74.23; grant date value $1,099,987; vest ratably 25% annually over 4 years .
• CEO promotion grant (Feb 2, 2025): $3,200,000 LTI (50% RSUs / 50% options) under the 2015 Equity Incentive Plan; standard vesting and award terms apply .

Detailed incentive table:

Equity Ownership & Alignment

Outstanding equity at FY2024 year‑end (Feb 1, 2025):

Additional alignment and activity:

• Options exercised/stock vested in FY2024: 12,093 options exercised ($424,879 value realized); 7,520 RSUs vested ($605,174 value) .
• Stock ownership policy: CEO guideline is 5x salary; counted holdings include actual stock, unvested RSUs, and in‑the‑money options (net of taxes). As of Feb 1, 2025, each NEO had met or was deemed on a satisfactory path to meet guidelines .
• Hedging/pledging: Prohibited for all associates and directors .

Employment Terms

Key CEO contract provisions (effective Feb 2, 2025):

• Term: Two‑year initial term with automatic one‑year renewals unless notice of non‑renewal (90 days) .
• Base salary: $775,000; bonus: 100% target, 200% max of salary, based on Company EBITDA (committee may adjust metrics) .
• LTI: $3.2M (50% RSUs/50% options) granted on/around Feb 3, 2025 under the 2015 Plan .
• Severance: If terminated without cause, for good reason, or company non‑renewal—24 months of base salary, pro‑rata current‑year bonus (based on actuals), prior‑year unpaid bonus if any, and COBRA reimbursement/cash equivalent up to 24 months; subject to release and restrictive covenant compliance .
• Restrictive covenants: Two‑year non‑compete and non‑solicit (North America scope), confidentiality, non‑disparagement; tolling and injunctive relief provisions .
• Clawback: Company maintains a Dodd‑Frank/Nasdaq‑compliant clawback policy effective Dec 1, 2023 .
• Change‑of‑control: Under the 2015 Plan, equity awards to NEOs are accelerated on termination without cause/for good reason within 12 months following a change‑in‑control (double trigger) (policy as disclosed in FY2023 proxy) .

Performance & Track Record

Company operating performance (context for pay-for-performance):

Additional context: Company TSR value of $141.53 for a $100 initial investment measured across FY2020–FY2023 (proxy “Pay vs Performance” disclosure) .

Board Governance

• Board service: Appointed Director on Feb 2, 2025 (board expanded to 10); as CEO he is not independent and does not serve on committees .
• Director compensation: He does not receive additional pay for Board service .
• Board structure: Lead Independent Director is Richard Zannino; Executive Chairman is John Swygert .
• Attendance/executive sessions: In FY2024, all directors attended ≥75% of meetings; independent directors met in regular executive sessions .
• Governance policies: Hedging/pledging prohibited; majority voting standard; declassified, annually elected board; diversity policies in place .

Compensation Structure Analysis

• Mix and risk: Compensation skews to variable pay—annual bonus entirely based on Adjusted EBITDA and significant multi‑year equity (options and RSUs vesting over 4 years), aligning with shareholder outcomes while retaining key talent .
• Target shifts: Target bonus increases from 75% (President in FY2024) to 100% as CEO, raising at‑risk compensation; max rises to 200% .
• Governance safeguards: Clawback in place; option repricing not permitted; no 280G excise tax gross‑ups; hedging/pledging prohibited .
• Peer benchmarking and oversight: Compensation Committee employs independent consultant (Pearl Meyer) and updated peer group in 2024; say‑on‑pay support exceeded 94% at last meeting .

Equity Ownership & Alignment (Skin‑in‑the‑Game)

• Meaningful unvested equity (multi‑year vesting through FY2028+) with additional $3.2M LTI on CEO start increases alignment and indicates retention hooks .
• Ownership guidelines: CEO required to hold 5x salary; NEOs reported as meeting/on track; hedging/pledging prohibited—reduces misalignment risks .
• Liquidity/tactical selling: FY2024 vesting and option exercises (12,093 options exercised; 7,520 RSUs vested) create periodic potential selling windows but within trading policies and no pledging .

Employment Terms (Retention Risk, Transition)

• Retention and protection: 24‑month salary severance, 24‑month COBRA reimbursement/cash equivalent, and two‑year non‑compete/non‑solicit materially reduce near‑term departure risk and strengthen post‑employment protections .
• Contract structure: Two‑year CEO term with automatic one‑year renewals (90‑day notice required) provides continuity while preserving flexibility .

Compensation Peer Group (Benchmarking)

• FY2024 updates (Aug 28, 2024): Peer set includes Academy Sports & Outdoors, Bath & Body Works, Boot Barn, Burlington Stores, Deckers Outdoor, Five Below, Floor & Décor, Grocery Outlet, Haverty Furniture, Leslie’s, Sleep Number, Sprouts Farmers Market, Ulta Beauty, Weis Markets .
• Committee uses peer data in conjunction with business performance, risk assessments, and investor feedback .

Say‑on‑Pay & Shareholder Feedback

• Say‑on‑pay approval exceeded 94% at the last annual meeting, evidencing strong investor support for the program .

Related Party Transactions

• The Company disclosed no related‑party transactions involving Mr. van der Valk requiring disclosure; his 8‑K appointment notes none under Item 404(a) .

Investment Implications

• Alignment and retention: Large time‑vested equity portfolio plus a new $3.2M CEO grant, 5x salary ownership guideline, and two‑year non‑compete/non‑solicit suggest low near‑term flight risk and strong alignment with shareholders .
• Incentive focus: Single‑metric Adjusted EBITDA annual bonus drives earnings discipline and cost control; investors should monitor inventory turns, gross margin sustainability, and any changes to metric mix to balance growth vs. profitability .
• Event protections: Double‑trigger equity acceleration at the plan level (as disclosed in FY2023 proxy) mitigates entrenchment while protecting executives in strategic transactions—neutral to shareholder alignment if retained in practice .
• Trading signals: Multi‑year vesting cadence and periodic option exercises/RSU vesting create recurring potential supply; no pledging allowed, clawback and insider policies in place .
• Governance structure: CEO serves on the Board alongside an Executive Chairman and a Lead Independent Director; committees remain fully independent—monitor balance of power and succession execution as growth accelerates .