Mark Walsh

About Mark Walsh

Mark T. Walsh, age 63, has served as Chief Executive Officer since October 2019 and as a director since December 2020; he holds a B.A. from Brown University and an M.B.A. from The Wharton School, University of Pennsylvania . Under his tenure as public-company CEO, 2024 Adjusted EBITDA was $296.2 million, while net income was $29.0 million; cumulative TSR translated an initial $100 to $45 for 2024 (down from $76 in 2023), indicating equity underperformance versus operational resilience; Q3 FY25 net sales rose 8.1% YoY to $426.9 million with Adjusted EBITDA of $70.0 million (16.4% margin) and comps +5.8% . The Board maintains a split Chair/CEO structure (Walsh is CEO/Director; Aaron Rosen serves as non-executive Chair), and SVV is a “controlled company,” affecting board independence context .

Past Roles

External Roles

Board Service at SVV

• Board tenure and class: Director since 2020; Class II director up for election at 2025 meeting; not independent due to management role .
• Committee roles: None; Board committees (Audit; Compensation; Nominating, Governance & Sustainability) are fully independent as required for Audit; SVV utilizes controlled-company exemptions for committee composition .
• Leadership structure and independence: Separate Chair (Aaron Rosen) and CEO; SVV is a “controlled company,” so majority independence isn’t required; Audit independence maintained per NYSE/SEC rules .
• Meeting cadence/attendance: Board met 5x in fiscal 2024; each standard committee met 4x; all directors attended ≥75% of applicable meetings; independent directors meet in executive sessions .

Fixed Compensation

Notes: FY24 AIP payout was 10% of target after achieving ~86% of Adjusted EBITDA goal; no discretionary bonuses in FY24 .

Performance Compensation

Annual Incentive Plan (AIP) – FY 2024

• Definition and rationale: Adjusted EBITDA selected as sole metric for FY24 to emphasize growth and expense discipline; aligns with broad-based incentive design .
• CEO target and result: Target = 100% of salary ($1,000,000); paid $100,000 (10%) .

Long-Term Equity Incentives

• FY24 realized equity activity: Walsh exercised 118,305 options, realizing $1,512,159 in value (monetization signal) .

Equity Ownership & Alignment

Employment Terms

Performance & Track Record

• Operating growth: Q3 FY25 net sales +8.1% YoY to $426.9M; comps +5.8%; Adjusted EBITDA $70.0M (16.4% margin); 10 new stores opened (364 total) .
• Capital structure and capital returns: Refinanced into a $750M term loan and $180M revolver (9/18/2025), expected to reduce interest expense by ~$17M annually; Board authorized new $50M share repurchase (effective 11/9/2025–11/8/2027) .
• FY2024 profitability: Adjusted EBITDA $296.2M; net income $29.0M .
• TSR context: Compensation-Actually-Paid vs. TSR shows pressure; $100 initial investment → $45 in 2024 (peer group TSR noted via S&P 500 Retail Select Industry Index) .
• Executive transitions: New CFO Michael Maher joined 5/13/2024; former CFO Jay Stasz departed 8/12/2024 with separation benefits; FY24 “executive transition costs” recorded .

Compensation Structure Analysis

• Pay-for-performance alignment: FY24 AIP paid 10% of target after ~86% of Adjusted EBITDA target achieved; no discretionary bonuses in FY24 .
• Mix shift: Transitioned to public-company LTI mix with 50% options/50% RSUs in FY24, vesting over years 2–4 to support retention; pre-IPO performance options partly vested at IPO and via VWAP hurdles in 2024 .
• At-risk pay: CEO total comp in 2024 was $5.09M, heavily equity-based ($4.0M grant-date value) vs. modest cash incentive outcome; CEO pay ratio 191.1:1 .
• Governance mitigants: Clawback, anti-hedging/pledging, and ownership guidelines (5x salary for CEO) reduce agency risk .

Compensation Peer Group (used for benchmarking)

• FY2024 peer set includes consumer and off-price comparables such as Five Below, Ollie’s Bargain Outlet, Sprouts Farmers Market, Floor & Decor, Academy Sports, Shoe Carnival, Leslie’s, National Vision, Grocery Outlet, among others; Committee uses market data without strict formulaic benchmarking .

Related Party / Governance Context

• Controlled company: Ares Funds own ~85.29% (as of 3/31/2025) and hold consent rights on key corporate actions (e.g., M&A over thresholds, indebtedness, equity issuance, CEO employment changes) via Stockholders Agreement; also hold registration rights .
• Insider trading policy: Board notes management and directors subject to insider trading policy; 10b5-1 plans encouraged .

Director Compensation (context; not paid to CEO as director)

• Non-employee director retainers: $80,000 cash; $130,000 equity in RSUs; additional committee chair fees; Walsh receives no additional director pay as CEO .

Performance Compensation – Detailed Tables

CEO FY2024 AIP Outcome

CEO FY2024 Equity Grants

Employment & CIC Economics – Summary (as of 12/27/2024)

Investment Implications

• Alignment and retention: AIP paid down to 10% on under-target EBITDA, while multi-year option/RSU vesting supports retention; ownership guidelines (5x salary) and anti-hedging/pledging strengthen alignment .
• Selling pressure signals: CEO participated as a selling stockholder in the May 2025 secondary and realized $1.51M from option exercises in 2024, signaling some liquidity-taking; monitor future Form 4 activity and 10b5-1 plans for timing patterns .
• CIC and control risk: Significant equity acceleration in CIC ($13.0M estimate) plus Ares’ consent rights on CEO changes and major corporate actions concentrate control—beneficial for stability but a governance overhang; potential for private-equity-driven decisions impacting minority holders .
• Execution vs. equity performance: Operations show growth (Q3 FY25 comps +5.8% and EBITDAs), debt refinancing should lower interest ~$17M annually, and a $50M buyback adds capital return flexibility; however, FY2024 TSR was weak, and CFO turnover in 2024 adds some execution risk .