James Comitale
Senior Vice President, General Counsel, and Corporate Secretary at 
Ollie's Bargain Outlet Holdings
Ollie's Bargain Outlet HoldingsExecutive
About James Comitale
James J. Comitale, age 60, is Senior Vice President, General Counsel, and Corporate Secretary of Ollie’s, serving as GC since October 2021 and Corporate Secretary since June 2022. He spent 23 years at Rite Aid, rising to Executive Vice President, General Counsel, and Corporate Secretary; he holds a B.A. from La Salle University and a J.D. from The Dickinson School of Law (Penn State) . Company performance metrics relevant to incentive design: cumulative TSR grew to a $210.24 value of an initial $100 by FY2024, while Adjusted EBITDA reached $313.1 million and Net Income $199.8 million in FY2024 . The company emphasizes Adjusted EBITDA as the primary pay-for-performance metric in annual incentives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Rite Aid Corporation | Executive Vice President, General Counsel & Corporate Secretary | Oct 2015–Oct 2021 | Led legal function incl. compliance, governance, M&A, high-stakes litigation; managed legal department and outside counsel |
| Rite Aid Corporation | Legal roles of increasing responsibility | 1997–2015 | Advanced from Associate Counsel; broad legal support across operations and HR investigations |
| Private practice (PA/NJ) | Attorney | Pre-1997 | Handled legal matters in Pennsylvania and New Jersey |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public-company board or external directorships disclosed in company proxies reviewed |
Fixed Compensation
| Item | FY/Date | Amount |
|---|---|---|
| Base Salary | As of 1/28/2023 | $325,000 |
| Base Salary | As of 2/3/2024 | $335,000 |
| Actual Annual Bonus Paid | FY2023 | $221,831 (under Incentive Bonus Plan) |
| Target Bonus % of Base | FY2023 | 50% for non-CEO NEOs, including Comitale |
Performance Compensation
Annual Incentive (FY2023)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA | 100% | $263.0 million | $275.2 million (104.6% of target) | $221,831 (Comitale) | Cash bonus paid after year-end; threshold 85%, max >115% of target; non-CEO max = 100% of base |
Equity Grants (FY2023)
| Grant date | Instrument | Shares/Options (#) | Exercise price | Grant date fair value | Vesting schedule |
|---|---|---|---|---|---|
| 3/23/2023 | RSUs | 3,449 | — | Included in $199,973 stock awards (Comitale total) | 25% per year over 4 years, annual anniversaries |
| 3/23/2023 | Stock Options | 6,866 | $57.98 | Included in $200,007 option awards (Comitale total) | 25% per year over 4 years, annual anniversaries |
Equity Ownership & Alignment
Beneficial Ownership (as of 2024 record date)
| Holder | Shares beneficially owned | % of class |
|---|---|---|
| James Comitale | 12,652 | * (<1% indicated) |
- Stock Ownership Guidelines for officers: Section 16 officers at 2x salary; guidelines include actual stock, unvested RSUs, and vested in-the-money options (net of assumed tax). As of Feb 1, 2025, each NEO had met or was on a satisfactory path to meet guidelines .
- Hedging and pledging of company stock are prohibited by policy .
Outstanding Equity Awards at FY2023 year-end (as of Feb 3, 2024)
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs |
|---|---|---|---|---|---|---|
| 10/18/2021 | 3,550 | 3,550 | $66.48 | 10/18/2031 | 1,410 | $105,849 |
| 3/25/2022 | 2,326 | 6,979 | $43.21 | 3/25/2032 | 3,254 | $244,278 |
| 3/23/2023 | — | 6,866 | $57.98 | 3/23/2033 | 3,449 | $258,916 |
Vesting cadence: Options and RSUs vest ratably 25% per year on each annual anniversary of grant, subject to continued service .
Employment Terms
| Term | Key provisions |
|---|---|
| Employment agreement | October 2021 (Senior Vice President, General Counsel and Corporate Secretary) |
| Bonus framework | Annual cash bonus tied to Company EBITDA with min/target/max thresholds; max payout = 100% of base salary for Comitale |
| Termination—without cause / resignation for good reason | Base salary continuation for 12 months; continued life insurance benefits up to 12 months or until new employment; conditioned on release and compliance with confidentiality/proprietary/restricted activities |
| For cause / death / disability / resignation without good reason | Earned but unpaid base salary through termination date only |
| Restrictive covenants | Confidentiality; non-disparagement; non-solicitation; noncompetition during employment and for one year after (six months thereafter regarding proprietary rights) |
| Change-in-control treatment | No single-trigger; 2015 Plan provides double-trigger equity acceleration if termination without Cause or with Good Reason within 12 months of change-in-control |
| Clawback | Dodd-Frank, SEC, Nasdaq-compliant policy effective Dec 1, 2023; recovery of erroneously awarded incentive comp upon restatement |
| Hedging/Pledging | Prohibited for all associates and directors |
| Tax gross-ups | No 280G excise tax gross-ups |
| Pension/Deferred comp | No pension plans; no nonqualified deferred compensation |
Potential Payments Upon Termination or Change-in-Control (as of FY2023 year-end)
| Scenario | Severance ($) | Annual Incentive ($) | Equity Compensation ($) | Total ($) |
|---|---|---|---|---|
| Good Reason or Termination without Cause | 335,000 | — | 1,083,829 | 1,418,829 |
| Following a Change in Control (double-trigger) | 335,000 | — | 1,083,829 | 1,418,829 |
Compensation Structure and Governance Notes
- Peer group used for FY2023 comp decisions (Pearl Meyer): Big Lots; Boot Barn; Burlington; Conn’s; Deckers; Designer Brands; Dollarama; Five Below; Floor & Décor; Grocery Outlet; Haverty Furniture; Leslie’s; LL Flooring; Sleep Number; Sportsman’s Warehouse; Weis Markets—no changes in FY2023 .
- Say-on-pay support exceeded 90% in FY2023, signaling shareholder alignment with the program .
- Compensation practices: majority incentive-based; independent consultant; no option repricing; double-trigger change-in-control; clawback policy .
Performance Compensation Details (Design vs Outcomes)
| Element | Design | FY2023 Outcome |
|---|---|---|
| Annual incentive | Adjusted EBITDA target with threshold at 85% and max over 115%; non-CEO NEO target 50% of base, max 100% of base | Company Adjusted EBITDA $275.2m (104.6% of $263.0m target); Comitale payout $221,831 |
| Long-term incentives | Mix of RSUs and options; 4-year ratable vesting; options at grant-date closing price | RSUs 3,449 and options 6,866 granted 3/23/2023; option exercise price $57.98; combined grant-date fair value reflected in 2023 awards |
Investment Implications
- Pay-for-performance alignment: Comitale’s bonus is fully tied to Adjusted EBITDA with linear interpolation around thresholds; equity vests over four years, promoting retention and long-term focus .
- Retention and severance: 12 months salary continuation on without-cause/good-reason termination and double-trigger equity acceleration in change-in-control scenarios—moderate protection that could reduce departure risk while preserving transaction discipline (no single-trigger) .
- Insider selling pressure: Annual RSU and option vesting anniversaries (e.g., March 25 and March 23 grant cycles) create predictable vest events; hedging/pledging is prohibited, and ownership guidelines are enforced, mitigating misalignment risk .
- Ownership “skin in the game”: Beneficial ownership is below 1%; however, Section 16 officers must maintain 2x salary in equity and are monitored for compliance, partially offsetting low outright ownership .
- Governance risk mitigants: Clawback policy, no 280G gross-ups, no option repricing, and strong say-on-pay support (>90%) collectively lower compensation-related red-flag risk .