John Swygert
Ollie's Bargain Outlet HoldingsAbout John Swygert
Executive Chairman of Ollie’s Bargain Outlet Holdings, Inc. since February 2, 2025; director since 2019; age 56 . Previously CEO (Dec 2019–Feb 2025), President & CEO (Dec 2019–Jun 2024), EVP & COO (2018–2019), EVP & CFO (2011–2019), and CFO (2004–2011) . Under his leadership, fiscal 2024 performance included net sales of $2.3B (+~10% ex-53rd week), diluted EPS $3.23 (adjusted EPS $3.28), operating margin expansion to 11.0%, cash from operations >$227M, and 559 stores (+50 openings), with supply chain capacity expanded to ~750 stores via a fourth DC . Pay-versus-performance data shows cumulative TSR value of a $100 investment at $210.24 in 2024, net income $199.8M, and Adjusted EBITDA $313.1M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ollie’s Bargain Outlet Holdings, Inc. | Executive Chairman | 2025–present | Board leadership; CEO succession completed Feb 2025 |
| Ollie’s Bargain Outlet Holdings, Inc. | Chief Executive Officer | 2019–2025 | Led growth, margin expansion, cash generation in FY2024 |
| Ollie’s Bargain Outlet Holdings, Inc. | President & CEO | 2019–2024 | Oversaw operations and strategy |
| Ollie’s Bargain Outlet Holdings, Inc. | EVP & COO | 2018–2019 | Operational leadership |
| Ollie’s Bargain Outlet Holdings, Inc. | EVP & CFO | 2011–2019 | Financial leadership |
| Ollie’s Bargain Outlet Holdings, Inc. | CFO | 2004–2011 | Built finance function post-joining in 2004 |
| Factory 2-U Stores, Inc. | EVP & CFO; prior finance roles | ~1992–2004 | Discount retail finance and FP&A experience |
| PETCO Animal Supplies, Inc. | Business development & financial analysis | n/a | Retail analytics experience |
External Roles
| Organization | Role | Years | Interlocks / Transactions |
|---|---|---|---|
| Hillman Solutions Corp. (Nasdaq: HLMN) | Director; Audit Committee | 2021–present | OLLI purchases: ~$0.6M since start of FY2024; $1.4M in FY2023; Kiosk commission agreement; immaterial revenue; subject to related party policy oversight |
| Truck Hero Holdings, Inc. (private) | Director | 2018–Jan 2021 | Prior private company board experience |
Fixed Compensation
- 2024 CEO compensation (Summary Compensation Table): $5,905,159 total; salary $972,692; stock awards $1,749,972; option awards $1,749,987; non-equity incentive $1,390,369; other comp $42,139 .
- Base salary progression: CEO base increased from $900,000 (2/3/2024) to $990,000 (2/1/2025) ; Executive Chairman base salary effective 2/2/2025 = $600,000 .
- Perquisites (2024): automobile allowance $12,000; group term life insurance $1,806; 401(k) match $28,333 .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 900,000 | 934,615 | 972,692 |
| Stock Awards ($) | 1,599,980 | 1,600,016 | 1,749,972 |
| Option Awards ($) | 1,599,991 | 1,599,994 | 1,749,987 |
| Non-Equity Incentive ($) | — | 1,193,906 | 1,390,369 |
| All Other Compensation ($) | 17,466 | 19,014 | 42,139 |
| Total ($) | 4,117,437 | 5,347,545 | 5,905,159 |
| Base Salary Rates | 2/3/2024 | 2/1/2025 | 2/2/2025 (Exec Chair) |
|---|---|---|---|
| Annual Base ($) | 900,000 | 990,000 | 600,000 |
Performance Compensation
Annual Cash Incentive (Incentive Bonus Plan – FY2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Multiple | Payout ($) |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | 100% | 85% of target | $306.2M | 115% of target | $312.7M | 128.6% of target | 1,390,369 |
- CEO FY2024 target and max percentages were increased to 125% and 250% of base salary, respectively . Executive Chairman bonus scale changed prospectively (as of 2/2/2025) to 75% target and 150% max of base salary .
- Plan mechanics: linear interpolation between 85.01% and 115% of target Adjusted EBITDA; no payout at or below 85% .
Equity Awards and Vesting
| Grant Type | Grant Date | Units/Options | Exercise Price | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| RSUs | 4/1/2024 | 23,575 | — | 1,749,979 | 25% annually over 4 years, on each anniversary |
| Stock Options | 4/1/2024 | 45,231 | $74.23 | 1,749,980 | 25% annually over 4 years, on each anniversary |
- Equity grant practices: annual grants at first scheduled committee meeting; no option grants in the 4 business days before/1 business day after Form 10-Q/10-K or material 8-K filing in FY2024 .
| Options Exercised and RSUs Vested (FY2024) | Number | Value ($) |
|---|---|---|
| Options – shares acquired on exercise | 85,286 | 5,501,892 |
| RSUs – shares vested | 20,806 | 1,637,421 |
Equity Ownership & Alignment
- Beneficial ownership (as of record date April 16, 2025): 273,582 shares (48,200 direct; 225,382 options exercisable/vesting within 60 days); <1% of shares outstanding .
- Stock ownership guidelines: Executive Chairman multiple = 5x salary; policy counts actual stock, unvested RSUs, and vested in-the-money options (net of assumed tax); NEOs met or were on-track as of Feb 1, 2025 .
- Hedging and pledging prohibited for all associates and directors (insider trading policy) .
| Beneficial Ownership Detail | Shares | % of Class |
|---|---|---|
| John Swygert | 273,582 (incl. 225,382 options within 60 days) | <1% |
| Selected Outstanding Awards (as of 2/1/2025) | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested RSUs | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| 3/25/2022 Stock Options / RSUs | 39,702 | 39,702 | 43.21 | 3/25/2032 | 18,514 | 2,064,496 |
| 3/23/2023 Stock Options / RSUs | 13,732 | 41,194 | 57.98 | 3/23/2033 | 20,697 | 2,307,922 |
| 4/1/2024 Stock Options / RSUs | — | 45,231 | 74.23 | 4/1/2034 | 23,575 | 2,628,848 |
Note: RSU market values reflect $111.51 closing price on 1/31/2025 .
Employment Terms
| Provision | CEO Agreement (through 2/1/2025) | Executive Chairman Agreement (effective 2/2/2025) |
|---|---|---|
| Term | Ongoing under amended CEO agreement | One-year term |
| Base Salary | Reviewed annually; $900k→$990k by 2/1/2025 | $600,000 |
| Annual Bonus | EBITDA-based; 2024 target 125% and max 250% of base (committee change) | EBITDA-based; target 75% and max 150% of base (as of 2/2/2025) |
| Severance (no cause / good reason) | Base salary for 24 months; pro-rata bonus; benefits (health/life/disability) during severance period; subject to release/non-compete etc. | Base salary for remainder of term; pro-rata bonus at normal bonus timing; health benefit reimbursement until end of term/eligibility; subject to release/non-compete etc. |
| Change-in-Control | Double-trigger equity acceleration under 2015 Plan if terminated without cause or for good reason within 12 months post-CIC; no single-trigger cash severance | Equity acceleration of unvested awards upon termination without cause/for good reason or Board termination of director service; retirement allows pre-2/2/2025 awards to continue vesting subject to covenants |
| Non-Compete / Non-Solicit | 2-year non-compete; 2-year non-solicit; confidentiality and proprietary rights covenants (6-month proprietary rights tail) | 2-year non-compete; 2-year non-solicit; confidentiality and proprietary rights covenants (6-month proprietary rights tail) |
| Clawback | Dodd-Frank/SEC/Nasdaq-compliant policy effective Dec 1, 2023 (restatement-triggered recoupment) | Same |
| Potential Payments (as of FY2024 year-end) | Severance Payments ($) | Annual Incentive ($) | Equity Compensation ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| “Good Reason” or Termination without “Cause” / Following a Change in Control | 1,980,000 | 1,390,369 | 22,373,701 | 88,632 | 25,832,702 |
Board Governance
- Board service: Director since 2019; Executive Chairman since 2/2/2025 . No committee memberships (committees are fully independent; Chair roles held by independent directors) .
- Independence and dual-role: Only Executive Chairman and CEO are non-independent; Board has a Lead Independent Director (Richard Zannino) with defined responsibilities to counterbalance executive leadership .
- Attendance: Each director attended ≥75% of Board/committee meetings in FY2024; independent directors met in regular executive sessions .
- Say-on-pay: >94% support at last annual meeting; Compensation Committee engages Pearl Meyer as independent consultant .
- Anti-hedging/pledging; majority voting; fully declassified board; annual elections .
Related Party Transactions & Interlocks
- Hillman Solutions (HLMN) interlock: Swygert is a director; OLLI purchases totaled ~$0.6M since start of FY2024; agreement for “Quick Tax” Kiosks with immaterial revenue; Audit Committee oversees related person transactions >$120k .
Compensation Structure Analysis
- Equity-heavy mix: Significant RSU/option grants; equity vests ratably over 4 years; no option repricing permitted; grants at market exercise prices .
- Bonus metric simplified to Adjusted EBITDA (single metric; no TSR/ESG components disclosed); FY2024 payouts at 128.6% of target demonstrate near-target performance .
- Guaranteed pay vs at-risk: Majority of CEO FY2024 compensation at-risk (equity and bonus); no tax gross-ups; no pension; minimal perqs; robust clawback .
- Peer benchmarking and say-on-pay support: Committee uses updated retail peer group and received >94% say-on-pay approval, indicating investor acceptance of pay design .
Risk Indicators & Red Flags
- Insider exercises: 85,286 options exercised in FY2024 with $5.50M value realized; 20,806 RSUs vested with $1.64M value—could signal periodic liquidity but not necessarily selling pressure beyond cashless exercises .
- Dual role implications: Executive Chairman + director (no committee roles) mitigated by Lead Independent Director structure and independent committees .
- Interlocks: Purchases from Hillman where Swygert serves as a director; governed by related party policy and Audit Committee oversight .
- No hedging/pledging; no option repricing; no 280G gross-ups; double-trigger-only CIC—positive governance features .
Compensation Committee & Peer Group
- Committee: Independent directors; chaired by Lead Independent Director (Zannino); Pearl Meyer engaged; meets regularly; oversees succession planning and incentive design .
- Peer group changes (Aug 28, 2024): Updated to large specialty and value retailers (e.g., Academy Sports, Five Below, Ulta, Sprouts) to better match growth/scale; no fixed percentile target; uses multi-factor benchmarking .
Equity Plan and Ownership Guidelines
- 2025 Equity Incentive Plan proposed (succeeds 2015 Plan): 2.303M new shares + carryover mechanics; 5.58% total overhang if approved; minimum one-year vesting for most awards; director compensation cap $750k/year .
- Executive Stock Ownership Guidelines: Executive Chairman 5x salary; NEOs met/on track by FY2024 year-end .
Investment Implications
- Alignment: High equity exposure, ratable vesting, robust clawback, prohibition on hedging/pledging, double-trigger CIC acceleration only—supports pay-for-performance alignment .
- Retention risk: Executive Chairman severance limited to remainder of term; equity accelerates on certain terminations; continued vesting on retirement for pre-2/2/2025 awards—design balances retention with governance .
- Trading signals: FY2024 option exercises and RSU vests create periodic supply; monitor Form 4s for net share dispositions and any pattern of selling, though hedging/pledging is prohibited .
- Governance quality: Independent committees, lead independent director structure, strong say-on-pay outcomes, and updated equity plan with anti-repricing/no-dividend-on-unvested provisions reduce governance risk .