Richard Medway
General Counsel, Chief Compliance & Sustainability Officer and Secretary at Savers Value Village
Executive
About Richard Medway
Richard Medway (age 57) serves as General Counsel, Chief Compliance & Sustainability Officer, and Secretary at Savers Value Village; he joined the company in 2015 and was appointed Secretary in November 2019, overseeing legal, compliance, risk, and ESG strategy, with prior roles at Nintendo of America (Vice President, Deputy General Counsel) and as a partner at Powell Goldstein LLP . He holds a B.A. from the University of Wisconsin–Madison and a J.D. from Catholic University of America . Company performance context during the latest fiscal year includes Net Income of $29.0 million and Adjusted EBITDA of $296.2 million for FY2024, and a cumulative TSR value of $45 for an initial $100 investment (peer group $131) since listing, framing incentive alignment for executives including Medway .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nintendo of America | Vice President, Deputy General Counsel | Not disclosed | Not disclosed |
| Powell Goldstein LLP | Partner | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in proxy | — | — | — |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 493,142 | 513,041 | 529,389 |
| Target Bonus (% of Salary) | 75% | 75% | 75% |
| Discretionary Bonus ($) | 439,900 | 1,659,100 | — (none in 2024 per footnote) |
| AIP (Non-Equity Incentive) ($) | 462,197 | 399,278 | 39,928 |
| Other Compensation ($) | 12,300 | 13,300 | 13,900 |
| Stock Awards (RSUs) ($) | — | — | 299,992 |
| Option Awards ($) | — | 307,040 | 299,998 |
| Total Compensation ($) | 1,407,539 | 2,891,759 | 1,183,207 |
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (AIP) | 100% | $297,053,148 (86%) | $345,410,637 (100%) | $414,492,764 (120%) | $298,154,397 (86%) | 10% of target |
| Executive | AIP Target (% of Salary) | Target ($) | Actual ($) | Payout (% of Target) |
|---|---|---|---|---|
| Richard Medway | 75% | 399,278 | 39,928 | 10% |
Notes:
- AIP uses Adjusted EBITDA only; thresholds and payouts are formulaic across NEOs .
- Pay-versus-performance disclosure cites Adjusted EBITDA as the most important performance measure .
Equity Ownership & Alignment
FY2024 Grants
| Grant Date | Award Type | Quantity | Strike ($) | Expiration | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| 3/12/2024 | Stock Options | 31,315 | 19.70 | 3/12/2034 | 1/3 each on 2nd, 3rd, 4th anniversaries | 299,998 |
| 3/12/2024 | RSUs | 15,228 | — | — | 1/3 each on 2nd, 3rd, 4th anniversaries | 299,992 |
Outstanding Equity (FY2024 Year-End)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Performance (Unearned) (#) | Strike ($) | Option Expiry | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|---|
| 6/12/2019 | 175,913 | — | 190,192 | 1.41 | 6/12/2029 | — | — |
| 6/12/2019 | 183,344 | — | — | 1.41 | 6/12/2029 | — | — |
| 12/9/2020 | 78,131 | — | 78,130 | 3.16 | 12/9/2030 | — | — |
| 12/9/2020 | 83,336 | 20,834 | — | 3.16 | 12/9/2030 | — | — |
| 4/12/2023 | 15,698 | 31,394 | — | 15.45 | 4/12/2033 | — | — |
| 3/12/2024 | — | 31,315 | — | 19.70 | 3/12/2034 | 15,228 | 157,001 |
Additional alignment features:
- Executive stock ownership guidelines require 2x base salary for executives (5x CEO; 3x President) with a 5-year compliance horizon; unvested RSUs count, options and unvested performance awards excluded .
- Company prohibits hedging and pledging of company stock for executives and directors; 10b5‑1 trading plans are encouraged with cooling‑off periods and window restrictions .
- FY2024 equity awards under the Omnibus Plan have “double‑trigger” vesting on change in control; death/disability fully accelerates 2024 RSUs and options; 2023 RSUs accelerate next tranche on death/disability .
Beneficial Ownership
| Holder | Shares Beneficially Owned (#) | % of Class |
|---|---|---|
| Richard Medway | 540,919 (incl. options exercisable within 60 days) | <1% |
Employment Terms
| Scenario | Cash Benefits | Equity Treatment | Non-Compete / Other |
|---|---|---|---|
| Involuntary Termination Without Cause or Resignation for Good Reason | 12 months base salary; pro‑rated AIP bonus based on actual; 12 months COBRA; outplacement (Medway 2024 estimate: $964,376 comprising $532,371 base, $396,005 AIP target, $26,000 COBRA, $10,000 outplacement) | Pre‑2022 performance options remained eligible for performance‑based vesting until 12/31/2024; pro‑rated vesting of time‑based options per pre‑IPO agreements | Non‑compete up to 18 months; confidentiality, non‑disparagement, non‑solicit covenants |
| Death or Disability | — | Accelerated vesting per award terms (Medway FY2024 equity acceleration value: $164,755) | — |
| Change in Control (double‑trigger) | — | Full acceleration of pre‑IPO options (performance portion assumes max if met at transaction) and post‑IPO awards on qualifying termination (Medway acceleration value: $2,563,710) | Section 280G “better‑of” reduction; no tax gross‑ups |
Clawback: Company will seek recovery of incentive compensation for current/former executive officers upon a material restatement of financial results up to three years before determination .
Compensation Structure Analysis
- Mix shifted to public-company annual LTI rhythm in FY2024: 50% time-based options and 50% time-based RSUs, vesting 1/3 each on the 2nd–4th anniversaries, supporting retention and alignment; pre‑IPO grants emphasized options including performance‑based tranches tied to sponsor MOIC and VWAP hurdles ($6.88, $11.76, $15.42; 25% vested at IPO and 25% vested in 2024) .
- Annual cash incentive (AIP) remains singularly tied to Adjusted EBITDA, with capped payouts (200% max); FY2024 underperformance at ~86% of target yielded a 10% payout for Medway despite strong U.S. momentum, illustrating pay-for-performance sensitivity to consolidated earnings .
- Governance features include anti‑hedging/pledging, ownership guidelines (2x salary for executives), clawback, independent consultant FW Cook, and controlled-company status under NYSE rules (Ares Funds) affecting board composition but not Audit Committee independence .
Say‑on‑Pay & Shareholder Feedback
- 2025 advisory vote on executive compensation approved: For 155,229,848; Against 778,088; Abstentions 108,522; Broker Non‑Votes 687,246 .
- Annual engagement program targets institutional and retail investors with regular disclosures and ESG reporting under Medway’s leadership of the executive‑led ESG Committee .
Equity Ownership & Vesting Pressure Signals
- Upcoming vesting cadence from FY2024 grants (options and RSUs) on the 2nd–4th anniversaries of 3/12/2024 suggests potential selling windows beginning after vest; trades are expected under company policy only via open windows or 10b5‑1 plans; hedging/pledging prohibited .
- Unvested/uneared legacy performance options (2019/2020) remain sensitive to stock price/MOIC triggers, creating alignment but also potential exercise-related liquidity events if hurdles are met .
Expertise & Qualifications
- Legal, compliance, and sustainability leadership; oversees ESG strategy and disclosure via cross‑functional ESG Committee; directs risk management support in cybersecurity/data privacy oversight at the board level .
Compensation Peer Group (Benchmarking Context)
- Committee used a consumer/retail peer set (e.g., Five Below, Floor & Decor, Grocery Outlet, Ollie’s Bargain Outlet, National Vision, Texas Roadhouse) without strict benchmarking, to inform design and competitiveness .
Performance & Track Record (Company Context During Public Reporting)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Income ($000s) | 53,115 | 29,030 |
| Adjusted EBITDA ($000s) | 322,377 | 296,164 |
| Cumulative TSR (Initial $100) | $76 (Company) | $45 (Company) |
Investment Implications
- Alignment: Medway’s pay mix and ownership framework (options and RSUs with multi‑year vesting, anti‑hedging/pledging, ownership guidelines) support long‑term alignment; AIP’s single EBITDA metric ties cash pay tightly to profitability .
- Retention/Transition: Severance terms (12 months salary, pro‑rated bonus, COBRA, outplacement) and double‑trigger equity accelerate on change‑in‑control, mitigating retention risk during strategic events; non‑compete up to 18 months indicates strong post‑termination protections .
- Trading/Selling Pressure: Expect periodic vesting‑related supply from FY2024 awards starting year‑2; policy‑encouraged 10b5‑1 plans and blackout windows reduce opportunistic timing risk; no pledging allowed—reduces forced selling risk .
- Governance/Controlled Company: Ares control limits certain independence requirements, but Audit independence maintained; strong say‑on‑pay support and independent consultant usage temper governance risk perceptions .