In accordance with Item 402(v) of Regulation S-K under the Securities Act, we are providing the following information about the relationship between executive compensation actually paid and our financial performance.
The following table sets forth information on compensation actually paid to our principal executive officer, or PEO, and (on average) to our other named executive officers during the specified years alongside total shareholder return, or TSR, and net income metrics, as well as a company-selected measure of Adjusted EBITDA.
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Value of initial fixed $100 Investment based on: |
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Year |
Summary compensation table total for PEO ($)(1) |
Compensation actually paid to PEO ($)(1),(2) |
Average summary compensation table total for non-PEO named executive officers ($)(1) |
Average compensation actually paid to non-PEO named executive officers ($)(1),(3),(4) |
Total shareholder return ($) |
Peer group total shareholder return ($)(5) |
Net Income |
Adjusted EBITDA |
2025 |
484,573 |
484,573 |
1,089,758 |
563,044 |
96.86 |
143.95 |
61,146 |
93,796 |
2024 |
482,412 |
482,412 |
673,592 |
2,495,553 |
107.44 |
133.04 |
48,771 |
69,516 |
2023 |
980,616 |
480,638 |
1,438,669 |
1,167,466 |
53.19 |
118.65 |
28,147 |
43,409 |
2022 |
984,078 |
484,119 |
1,876,477 |
(27,984) |
71.41 |
97.63 |
58,697 |
90,234 |
2021 |
472,594 |
472,594 |
1,099,296 |
3,235,275 |
179.79 |
142.97 |
99,840 |
114,585 |
(1) Named executive officers in the above compensation columns reflect the following:
Year |
PEO |
Non-PEO #1 |
Non-PEO #2 |
Non-PEO #3 |
2025 |
Mike Karanikolas |
Michael Mente |
Jesse Timmermans |
|
2024 |
Mike Karanikolas |
Michael Mente |
Jesse Timmermans |
|
2023 |
Mike Karanikolas |
Michael Mente |
Jesse Timmermans |
|
2022 |
Mike Karanikolas |
Michael Mente |
Jesse Timmermans |
|
2021 |
Mike Karanikolas |
Michael Mente |
Jesse Timmermans |
David Pujades |
(2) Compensation actually paid reflects the following adjustments to the summary compensation table total for the PEO:
Year |
Summary compensation table total for PEO ($) |
Minus grant date fair value of equity awards in summary compensation table ($) |
Plus Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at FYE ($) |
Adjust for Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) |
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) |
Plus Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) |
Subtract Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) |
Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) |
Equals Compensation Actually Paid ($) |
2025 |
484,573 |
— |
— |
— |
— |
— |
— |
— |
484,573 |
2024 |
482,412 |
— |
— |
— |
— |
— |
— |
— |
482,412 |
2023 |
980,616 |
(499,978) |
— |
— |
— |
— |
— |
— |
480,638 |
2022 |
984,078 |
(499,959) |
— |
— |
— |
— |
— |
— |
484,119 |
2021 |
472,594 |
— |
— |
— |
— |
— |
— |
— |
472,594 |
(3) Compensation actually paid reflects the following adjustments to the average summary compensation table for the non-PEO named executive officers:
Year |
Summary compensation table total for non-PEO ($) |
Minus grant date fair value of equity awards in summary compensation table ($) |
Plus Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at FYE ($) |
Adjust for Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) |
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) |
Plus Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) |
Subtract Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) |
Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) |
Equals Compensation Actually Paid ($) |
2025 |
1,089,758 |
(374,999) |
432,146 |
(396,943) |
— |
(186,919) |
— |
— |
563,044 |
2024 |
673,592 |
— |
— |
1,714,315 |
— |
107,646 |
— |
— |
2,495,553 |
2023 |
1,438,669 |
(949,986) |
835,049 |
(201,304) |
— |
45,038 |
— |
— |
1,167,466 |
2022 |
1,876,477 |
(1,350,055) |
400,634 |
(663,574) |
— |
(291,465) |
— |
— |
(27,984) |
2021 |
1,099,296 |
(442,957) |
654,941 |
1,115,528 |
— |
808,467 |
— |
— |
3,235,275 |
(4) Stock options were valued using a Black-Scholes value as of the applicable year-end or vesting date, determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life equal to the remaining life of the award in the case of underwater stock options and, in the case of in-the-money stock options, an expected life equal to the original ratio of the expected life relative to the ten-year contractual life multiplied by the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life and based on an expected dividend rate of 0%. For 2025, the expected volatility was 52% and risk free rates ranged from 3.6% to 4.2%. For 2024, the expected volatility ranged from 51% to 53% and risk free rates ranged from 3.4% to 4.7%. For 2023, the expected volatility ranged from 46% to 49% and risk free rates ranged from 3.5% to 4.2%. For 2022, the expected volatility ranged from 45% to 49% and risk free rates ranged from 1.9% to 4.2%. For 2021, the expected volatility ranged from 39% to 50% and risk free rates ranged from 0.2% to 1.5%.
(5) The peer group total shareholder return listed in this table is the total shareholder return of the S&P Retail Select Industry Index, which we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2025.
(6) Adjusted EBITDA is a non-GAAP measure calculated as our annual net income before other expense, net; (benefit) provision for income taxes; and depreciation and amortization; adjusted to exclude the effects of equity-based compensation expense, certain non-routine items and non-core business initiatives.
Year |
PEO |
Non-PEO #1 |
Non-PEO #2 |
Non-PEO #3 |
2025 |
Mike Karanikolas |
Michael Mente |
Jesse Timmermans |
|
2024 |
Mike Karanikolas |
Michael Mente |
Jesse Timmermans |
|
2023 |
Mike Karanikolas |
Michael Mente |
Jesse Timmermans |
|
2022 |
Mike Karanikolas |
Michael Mente |
Jesse Timmermans |
|
2021 |
Mike Karanikolas |
Michael Mente |
Jesse Timmermans |
David Pujades |
Year |
Summary compensation table total for PEO ($) |
Minus grant date fair value of equity awards in summary compensation table ($) |
Plus Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at FYE ($) |
Adjust for Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) |
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) |
Plus Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) |
Subtract Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) |
Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) |
Equals Compensation Actually Paid ($) |
2025 |
484,573 |
— |
— |
— |
— |
— |
— |
— |
484,573 |
2024 |
482,412 |
— |
— |
— |
— |
— |
— |
— |
482,412 |
2023 |
980,616 |
(499,978) |
— |
— |
— |
— |
— |
— |
480,638 |
2022 |
984,078 |
(499,959) |
— |
— |
— |
— |
— |
— |
484,119 |
2021 |
472,594 |
— |
— |
— |
— |
— |
— |
— |
472,594 |
Year |
Summary compensation table total for non-PEO ($) |
Minus grant date fair value of equity awards in summary compensation table ($) |
Plus Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at FYE ($) |
Adjust for Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) |
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) |
Plus Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) |
Subtract Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) |
Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) |
Equals Compensation Actually Paid ($) |
2025 |
1,089,758 |
(374,999) |
432,146 |
(396,943) |
— |
(186,919) |
— |
— |
563,044 |
2024 |
673,592 |
— |
— |
1,714,315 |
— |
107,646 |
— |
— |
2,495,553 |
2023 |
1,438,669 |
(949,986) |
835,049 |
(201,304) |
— |
45,038 |
— |
— |
1,167,466 |
2022 |
1,876,477 |
(1,350,055) |
400,634 |
(663,574) |
— |
(291,465) |
— |
— |
(27,984) |
2021 |
1,099,296 |
(442,957) |
654,941 |
1,115,528 |
— |
808,467 |
— |
— |
3,235,275 |
The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between our total shareholder return and that of the S&P Retail Select Industry Index.
The following list sets forth the most important measures used by us to link compensation actually paid to our named executive officers for 2025 to company performance:
2025 Most Important Measures (Unranked) |
● Adjusted EBITDA; |
● Adjusted EBITDA Growth; and |
● Net Sales Growth. |