Paul Stone
SPORTSMAN'S WAREHOUSE HOLDINGSAbout Paul Stone
Paul Stone, 55, is President and Chief Executive Officer of Sportsman’s Warehouse and has served on the Board since November 2023, after senior leadership roles at Hertz, Cabela’s, and Sam’s Club . His FY2024 compensation targeted strong pay-for-performance but delivered zero annual bonus and 0% vesting on 2024 PSUs due to underperformance versus targets; company-reported FY2024 pre-tax income was $31.1M and sales were $1,197.6M for bonus evaluation, while EBITDA used for PSUs was $29.6M, all below thresholds . The pay-versus-performance table shows the value of a $100 shareholder investment at 31.48 for 2024 (company TSR construct as disclosed), alongside “compensation actually paid” of $1.70M for Stone in 2024 under Item 402(v) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hertz Global Holdings (Nasdaq: HTZ) | Interim CEO and Board member | May 2020–Oct 2021 | Interim CEO and director during leadership transition . |
| Hertz Global Holdings | President & COO | Oct 2021–Sep 2023 | Led operating execution at scale . |
| Hertz Global Holdings | EVP & Chief Retail Operations Officer (N.A.) | Mar 2018–May 2020 | Ran North America retail operations . |
| Cabela’s Inc. | Chief Retail Officer | Nov 2015–Dec 2017 | Senior retail leadership at specialty outdoor retailer . |
| Sam’s Club (Walmart) | Various leadership roles | ~28 years | Long-tenured retail leadership track . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Hertz Global Holdings | Interim CEO and Board member | May 2020–Oct 2021 | Served on Hertz’s board while interim CEO . |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base Salary ($) | 266,538 | 1,100,000 |
| Target Bonus (% of salary) | 150% (pro-rated guarantee in 2023 per agreement) | 150% |
| Actual Cash Bonus Paid ($) | 749,808 (sign-on + guaranteed pro-rated target) | 0 (no bonus earned) |
Performance Compensation
Annual Cash Bonus (FY2024)
| Metric | Weight | Target grid (illustrative points) | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Pre-tax (loss) income | 75% | 100% at $450,000; 150% at $5,500,000; 200% at $11,000,000 | $31,128,000 (below threshold schedule for bonus) | 0% | Annual cash after committee certification |
| Sales | 25% | 100% at $1,215,000,000; 150% at $1,230,875,000; 200% at $1,246,750,000 | $1,197,633,000 (below threshold) | 0% | Annual cash after committee certification |
Notes: Company disclosed no incentive cash bonuses earned in FY2024 or FY2023 .
Long-Term Equity (FY2024 grants)
| Award type | Grant size | Performance metric(s) | Target/scale | Actual | Vesting |
|---|---|---|---|---|---|
| PSUs (target units) | 404,530 (Stone) | FY2024 EBITDA | 0% at $48.0M up to 100% at $50.0M | $29.618M (0% eligible; forfeited) | 3-year cliff if eligible; none vested due to 0% |
| Time-based RSUs | 404,530 (Apr 1, 2024) | n/a | n/a | n/a | 3 equal annual tranches: 4/1/25, 4/1/26, 4/1/27 |
| Time-based RSUs | 124,610 (May 1, 2024) | n/a | n/a | n/a | 3 equal annual tranches: 5/1/25, 5/1/26, 5/1/27 |
Equity Ownership & Alignment
Beneficial Ownership (as of April 3, 2025)
| Holder | Shares beneficially owned | % of outstanding |
|---|---|---|
| Paul Stone | 316,711 | <1% (out of 38,287,425 shares) |
- Executive stock ownership guideline: CEO must hold stock equal to at least 3x base salary; executives have 5 years from becoming subject to the guideline and must retain 50% of net vested shares until compliant; executives are currently compliant or within the grace period .
- Hedging and pledging: prohibited for directors, officers and employees (e.g., swaps, collars, exchange funds; no pledging as collateral) .
Outstanding Equity and Vesting (as of FY2024 year-end; close price $2.04 on Jan 31, 2025)
| Award (unvested) | Units | Market value ($) | Next vesting dates |
|---|---|---|---|
| RSU (Inducement Nov 1, 2023) | 220,065 | 448,933 | 11/1/25; 11/1/26 |
| RSU (Time-based Apr 1, 2024) | 404,530 | 825,241 | 4/1/25; 4/1/26; 4/1/27 |
| RSU (Time-based May 1, 2024) | 124,610 | 254,204 | 5/1/25; 5/1/26; 5/1/27 |
| PSU (FY2024 target) | 404,530 | 825,241 (target reference) | Forfeited in Mar 2025 due to 0% eligibility |
Employment Terms
| Term | Detail |
|---|---|
| Start date and term | Employment agreement dated Sep 22, 2023; term commenced Nov 1, 2023; at-will indefinite term . |
| Base salary | $1,100,000 annually (reviewable) . |
| Target bonus | 150% of base salary beginning FY2024; 2023 bonus guaranteed at target pro-rated from start date . |
| Sign-on bonus | $350,000 paid Nov 1, 2023; repayable if certain early termination scenarios within 12 months . |
| Relocation/legal reimbursement | Up to $90,000 relocation + legal fees for agreement negotiation . |
| Initial inducement equity | Time-based RSU valued at $1.7M on Nov 1, 2023; vests 1/3 annually Nov 1, 2024–2026 . |
| FY2024 equity | Time-based RSUs $1.25M (3-year ratable vesting) + PSUs $1.25M (3-year period, performance metrics set at grant) . |
| Severance (no CIC) | If terminated without gross misconduct or resigns for good reason: (1) 18 months base salary (or assumed $1.1M if current base lower), (2) pro-rata target bonus for year of termination, (3) prior-year earned but unpaid bonus, (4) up to 18 months COBRA (or cash in lieu), subject to release . |
| Change-in-control (CIC) | Double-trigger: termination without gross misconduct or for good reason within 12 months post-CIC accelerates time-based vesting; 24-month window applies to 4/1/24 time-based RSUs per award terms; certain PSU treatment if CIC and termination before 1st anniversary (target vesting) . |
| Restrictive covenants | Confidentiality, 12-month post-termination non-compete and non-solicit, non-disparagement (CIIAA) . |
| Clawbacks | Dodd-Frank-compliant recoupment policy; additional 36-month restatement-based clawback for Section 16 officers and certain executives . |
| Tax gross-ups | No excise tax gross-ups . |
Board Service & Governance
- Board role: CEO and Director since November 2023; not independent due to management role .
- Committee roles: Does not serve on any Board committees; all three standing committees are fully independent .
- Leadership structure: Separate Chair and CEO; Richard McBee serves as independent Chair, mitigating CEO/Director dual-role concerns .
- Meetings and attendance: In FY2024, Board held 8 meetings; each director attended at least 75% of Board and committee meetings; independent directors meet in regular executive sessions .
- Director pay: As CEO, Stone receives no additional compensation for Board service (director pay applies to non-employee directors) .
Director Compensation (program context)
- Non-employee director program highlights: $85,000 annual cash retainer; additional cash for committee chairs and Chair of the Board; annual RSU grant sized at $100,000 (or $115,000 for Board Chair) with monthly vesting over 12 months and deferral option; director ownership guideline of 3x base retainer; prohibition on hedging/pledging .
Compensation Peer Group & Consultant
- Peer group used for FY2024 decisions: Academy Sports & Outdoors; Big 5 Sporting Goods; Boot Barn; The Buckle; Caleres; Citi Trends; The Container Store; Designer Brands; Genesco; Haverty Furniture; Hibbett Sports; LL Flooring; Sally Beauty; Shoe Carnival; Zumiez .
- Methodology and positioning: FW Cook provided market data at 25th/50th/75th percentiles; committee did not target a specific percentile; peer selection based on industry and size; FW Cook engaged solely by the committee with no conflicts under SEC/Nasdaq rules .
Say-on-Pay & Shareholder Feedback
- Say-on-pay result: Approximately 83% approval at last year’s annual meeting; program changes included three-year cliff vesting on performance awards and CFO moving to performance-only equity; CEO’s 2024 mix followed the 2023 employment agreement (50% performance-based, 50% time-based) .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for insiders (reduces misalignment risk) .
- Clawbacks: Robust Dodd-Frank-compliant and additional 36-month restatement-based policy (enhanced recoupment) .
- Related-party transactions: None requiring disclosure since January 29, 2023; related person transactions subject to Audit Committee approval .
- Option repricing/tax gross-ups: No excise tax gross-ups; no evidence of option repricing; equity plans described and stockholder-approved (Amended 2019 Plan) .
Multi‑Year Compensation (Summary)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Salary ($) | 266,538 | 1,100,000 |
| Bonus ($) | 749,808 | — (none earned) |
| Stock Awards ($, grant‑date fair value) | 1,699,999 | 2,899,994 |
| All Other Comp ($) | 25,048 | 2,129 |
| Total ($) | 2,741,393 | 4,002,123 |
Performance & Track Record (select disclosures)
| Indicator | FY2024 outcome | Notes |
|---|---|---|
| Pre-tax income (for bonus) | $31,128,000 | Below threshold; 0% bonus payout . |
| Sales (for bonus) | $1,197,633,000 | Below threshold; 0% bonus payout . |
| EBITDA (for PSUs) | $29,618,000 | 0% eligibility; 2024 PSUs forfeited . |
| Pay vs Performance – Value of $100 investment | 31.48 (2024) | Company TSR measure as disclosed . |
| Compensation Actually Paid (PEO) | $1,695,232 (2024) | Item 402(v) construct; see reconciliation . |
Compensation Structure Analysis
- Mix shift and at‑risk pay: Large equity grants with 50% performance-based in 2024 per CEO agreement; 2024 PSU tranche paid 0% on EBITDA miss, demonstrating pay-for-performance linkage .
- Bonus rigor: FY2024 bonus metrics (75% pre-tax income/25% sales) delivered zero payout, reinforcing downside risk in annual cash .
- No tax gross-ups or broad perqs: Shareholder-friendly design; limited perquisites disclosed .
- Clawbacks and ownership rules: Strong retention/alignment through multi-year vesting, clawbacks, and 3x salary ownership guideline with holding requirement .
Investment Implications
- Alignment and downside sensitivity: Zero FY2024 bonus and 0% PSU eligibility indicate real downside when results miss targets, reducing windfall risk and aligning realized pay with outcomes .
- Retention dynamics and supply overhang: Significant time-based RSU tranches vest on 11/1/25, 4/1/25–27, and 5/1/25–27, creating predictable vesting cadence; hedging/pledging bans and ownership guidelines requiring net share retention temper selling pressure from vesting events .
- Change-in-control economics: Double-trigger CIC acceleration on time-based awards (24-month window for 4/1/24 RSUs) and target vesting construct for certain PSUs upon early CIC-plus-termination can be material in strategic scenarios .
- Governance mitigants to CEO/Director dual-role: Independent Chair and fully independent committees reduce concentration of power and support oversight of compensation and risk .
- Shareholder sentiment: Say-on-pay recovery to ~83% suggests investors view recent design adjustments (e.g., three-year cliff on performance awards) favorably, though sustained improvement will depend on execution against revenue/earnings goals .
Block quotes are provided for emphasis where appropriate.
- “As these results were below the threshold level necessary to result in payment of a bonus under the annual bonus program, no bonuses were paid under the program.”
- “Because the actual level of EBITDA for fiscal year 2024 was $29,618,000… the Company did not achieve the required performance… and they were thus forfeited.”
- “The policy also prohibits pledging any Company stock or equity awards as collateral…”
- “Our Chief Executive Officer is expected to own shares… equal to at least three times his… base salary… with a five-year grace period.”