Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Marcus Lemonis | $0 | $0 | $5,928,963 | $0 | $0 | $0 | $0 | $5,928,963 |
| Chief Executive Officer and Executive Chairman | ||||||||
| David Nielsen | 176,539 | — | 1,249,998 | — | — | — | 1,119,442 | 2,545,979 |
| Former President | ||||||||
| Adrianne Lee | 680,769 | — | 1,299,991 | — | 445,505 | — | 28,057 | 2,454,322 |
| President and Chief Financial Officer | ||||||||
| Alexander Thomas | 345,192 | — | 599,991 | — | — | — | 21,403 | 966,587 |
| Former Chief Operating Officer | ||||||||
| Leah Putnam | 315,962 | — | 400,000 | — | 137,894 | — | 21,937 | 875,793 |
| Chief Accounting Officer | ||||||||
| Rick Lockton | 76,923 | — | 703,617 | — | — | — | 110 | 780,649 |
| Former Executive Vice President & Chief Digital, Product and Technology Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Marcus Lemonis | $5,928,963 | $7,590,000 | — | −1,661,037 |
| David Nielsen | 2,545,979 | 4,558,064 | 2,026,272 | −2,012,085 |
| Adrianne Lee | 2,454,322 | 3,214,377 | 2,018,023 | −760,055 |
| Alexander Thomas | 966,587 | — | — | — |
| Leah Putnam | 875,793 | — | — | — |
| Rick Lockton | 780,649 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Marcus Lemonis | — | 2024-05-21 | — | — | 56,818 | — | $750,000 |
| Marcus Lemonis | — | 2024-05-21 | — | — | 56,818 | — | 1,000,000 |
Grant-level vehicle detail not disclosed.
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Adrianne Lee | RSU | 56,818 | — | $310,226 |
| Adrianne Lee | PSU | 56,818 | — | 310,226 |
| Alexander Thomas | PSU | 20,661 | — | 112,809 |
| Adrianne Lee | RSU | 18,518 | — | 101,108 |
| Adrianne Lee | PSU | 18,518 | — | 101,108 |
| Alexander Thomas | PSU | 18,518 | — | 101,108 |
| Leah Putnam | RSU | 1,186 | — | 6,476 |
| Alexander Thomas | RSU | 18,518 | — | 101,108 |
| Alexander Thomas | RSU | 20,661 | — | 112,809 |
| Alexander Thomas | RSU | 5,000 | — | 27,300 |
| Alexander Thomas | RSU | 1,186 | — | 6,476 |
| Rick Lockton | RSU | 116,686 | — | 637,106 |
| Marcus Lemonis | RSU | 400,000 | — | 2,184,000 |
| Marcus Lemonis | PSU | 314,815 | — | 1,718,890 |
| Marcus Lemonis | PSU | 185,185 | — | 1,011,110 |
| Marcus Lemonis | RSU | 100,000 | — | 546,000 |
| Adrianne Lee | RSU | 90,000 | — | 491,400 |
| Rick Lockton | PSU | 58,343 | — | 318,553 |
| Alexander Thomas | RSU | 45,000 | — | 245,700 |
| Leah Putnam | PSU | 26,620 | — | 145,345 |
| David Nielsen | PSU | 21,522 | — | 117,510 |
| Adrianne Lee | RSU | 20,965 | — | 114,469 |
| Leah Putnam | RSU | 18,750 | — | 102,375 |
| Leah Putnam | RSU | 17,433 | — | 95,184 |
| Adrianne Lee | RSU | 10,000 | — | 54,600 |
| Leah Putnam | RSU | 5,787 | — | 31,597 |
| Leah Putnam | RSU | 2,084 | — | 11,379 |
| Alexander Thomas | RSU | 1,778 | — | 9,708 |
| Leah Putnam | RSU | 1,000 | — | 5,460 |
| Leah Putnam | RSU | 1,500 | — | 8,190 |
| Alexander Thomas | RSU | 1,000 | — | 5,460 |
| Leah Putnam | PSU | 5,811 | — | 31,728 |
Our executive compensation programs seek to attract and retain highly competent executive management who will build long-term economic value for the Company. Our general compensation philosophy for our executives is that our executives cash compensation should generally be at levels that are aligned with market and sufficient to retain the services of the executives, and that our executives short- and long-term incentive opportunities are sized and designed to closely align compensation with Company performance.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | FW Cook |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-14 | 30,810,623 | 1,185,181 | 178,194 | 96.3% | Passed |
| 2025 | 2025-05-15 | 14,762,976 | 6,659,358 | 176,454 | 68.91% | Passed |
| 2024 | 2024-05-21 | 20,689,040 | 2,406,890 | 63,426 | 89.58% | Passed |
| 2023 | 2023-05-18 | 23,000,054 | 1,521,742 | 59,437 | 93.79% | Passed |
| 2020 | 2020-05-12 | 12,327,130 | 2,629,838 | 133,102 | 82.42% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-14 | 96.3%a |
| 2025 | 2025-05-15 | 68.91%b |
| 2024 | 2024-05-21 | 89.58%c |
a. Approved under the standard stated in the filing — “Abstentions will have no effect on the determination of whether this proposal has received the vote of a majority of the votes cast.”.
b. Approved under the standard stated in the filing — “Abstentions will have no effect on the determination of whether this proposal has received the vote of a majority of the shares of our stock present or represented by proxy and voting.”.
c. Approved under the standard stated in the filing — “Abstentions will have no effect on the determination of whether this proposal has received the vote of a majority of the shares of our stock present or represented by proxy and voting at the meeting.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| William B. Nettles JrIndependent · Audit (Chair) · Investment | $100,000 | $165,000 | $0 | — | $0 | $265,000 |
| Debra G. PerelmanIndependent · Compensation · Nominating and Corporate Governance · Investment (Chair) · Newly elected | 59,831 | 194,792 | 0 | — | 0 | 254,623 |
| Barclay F. CorbusIndependent · Compensation (Chair) · Investment · Technology | 75,000 | 165,000 | 0 | — | 0 | 240,000 |
| Joseph J. Tabacco JrIndependent · Nominating and Corporate Governance (Chair) | 75,000 | 165,000 | 0 | — | 0 | 240,000 |
| Joanna C. BurkeyIndependent · Audit · Compensation · Technology (Chair) | 75,000 | 165,000 | 0 | — | 0 | 240,000 |
| Dr. Robert J. ShapiroIndependent · Audit · Nominating and Corporate Governance · Investment | 75,000 | 165,000 | 0 | — | 0 | 240,000 |
| Marcus A. LemonisEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $75,000 |
|---|---|
| Annual equity retainer | $165,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | 3x annual cash compensation for service on Board |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $459,831 |
| Equity awards (grant-date value) | $1,019,792 |
| All other compensation | $0 |
| Total cost of the board | $1,479,623 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Bed Bath & Beyond names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Bed Bath & Beyond.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Stitch Fix, Inc. | 2025 | Matt Baer | $850,000 | $7,821,663 | $0 | $1,443,369 | $10,129,032 |
| 2 | Sleep Number Corporation | 2025 | Linda Findley | 853,846 | 4,104,519 | 0 | 0 | 6,233,574 |
| 3 | Bed Bath & Beyond | 2025 | Marcus Lemonis | 0 | 5,928,963 | 0 | 0 | 5,928,963 |
| 4 | Angi Inc. | 2025 | Jeffrey Kip | 650,000 | 0 | 4,995,000 | 0 | 5,655,000 |
| 5 | Cars.com Inc. | 2025 | Tobias Hartmann | 20,548 | 5,000,005 | 0 | 0 | 5,020,553 |
| 6 | USANA Health Sciences, Inc. | 2025 | Jim Brown | 821,231 | 3,147,020 | 0 | 339,168 | 4,339,625 |
| — | Nu Skin Enterprises, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Boot Barn Holdings, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Funko, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | J.Jill, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | La-Z-Boy Incorporated | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Bed Bath & Beyond | 84.9% | PSU 50 · RSU 50 | No | FW Cook |
| Angi Inc. | not disclosed | not disclosed | No | Compensia, Inc. |
| Boot Barn Holdings, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Cars.com Inc. | 80.4% | PSU 50 · RSU 50 | No | Korn Ferry (Jan–Jul 2025); Compensia Inc. (Aug 2025 onward) |
| Funko, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| J.Jill, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| La-Z-Boy Incorporated | not disclosed | not disclosed | not disclosed | not disclosed |
| Nu Skin Enterprises, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Sleep Number Corporation | not disclosed | PSU 50 · RSU 50 | Yes — Relative TSR | Frederic W. Cook & Co., Inc. (FW Cook) |
| Stitch Fix, Inc. | 169.8% | not disclosed | No | Compensia, Inc. and Meridian Compensation Partners, LLC |
| USANA Health Sciences, Inc. | 14.6% of base salary for most NEOs; 41.3% for Jim Brown (CEO); 15% for Brent Neidig (whose bonus excluded the Hiya segment)% | not disclosed | Yes — Positive absolute Total Shareholder Return (TSR) | CODA |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Marcus Lemonis | DEF 14A | 2026-03-27 | 0001140361-26-011489 | Section “Summary Compensation Table” · page 78. As printed: 5,928,963. Filing ↗machine: r2 · c25 · span 1236937–1236946 |
| 2 | Section 01, David Nielsen | DEF 14A | 2026-03-27 | 0001140361-26-011489 | Section “Summary Compensation Table” · page 71. As printed: 2,545,979. Filing ↗machine: r8 · c25 · span 1267687–1267697 |
| 3 | Section 01, Adrianne Lee | DEF 14A | 2026-03-27 | 0001140361-26-011489 | Section “Summary Compensation Table” · page 71. As printed: 2,454,322. Filing ↗machine: r4 · c25 · span 1248448–1248458 |
| 4 | Section 01, Alexander Thomas | DEF 14A | 2026-03-27 | 0001140361-26-011489 | Section “Summary Compensation Table” · page 71. As printed: 966,587. Filing ↗machine: r12 · c25 · span 1286543–1286550 |
| 5 | Section 01, Leah Putnam | DEF 14A | 2026-03-27 | 0001140361-26-011489 | Section “Summary Compensation Table” · page 71. As printed: 875,793. Filing ↗machine: r7 · c25 · span 1262132–1262139 |
| 6 | Section 01, Rick Lockton | DEF 14A | 2026-03-27 | 0001140361-26-011489 | Section “Summary Compensation Table” · page 71. As printed: 780,649. Filing ↗machine: r11 · c25 · span 1281470–1281477 |
| 7 | Section 03, Marcus Lemonis | DEF 14A | 2026-03-27 | 0001140361-26-011489 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t362 · r4 · c7 · span 1424057–1424064 |
| 8 | Section 03, Marcus Lemonis | DEF 14A | 2026-03-27 | 0001140361-26-011489 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t362 · r5 · c7 · span 1429121–1429130 |
| 9 | Section 07, pay ratio | DEF 14A | 2026-08-19 | 0001140361-26-033649 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 10 | Section 08, William B. Nettles Jr | DEF 14A | 2026-03-27 | 0001140361-26-011489 | Section “Director Compensation”. As printed: 265,000. Filing ↗machine: t437 · r4 · c13 · span 2080985–2080993 |
| 11 | Section 08, Debra G. Perelman | DEF 14A | 2026-03-27 | 0001140361-26-011489 | Section “Director Compensation”. As printed: 254,623. Filing ↗machine: t437 · r5 · c13 · span 2083749–2083757 |
| 12 | Section 08, Barclay F. Corbus | DEF 14A | 2026-03-27 | 0001140361-26-011489 | Section “Director Compensation”. As printed: 240,000. Filing ↗machine: t437 · r3 · c13 · span 2078608–2078616 |
| 13 | Section 08, Joseph J. Tabacco Jr | DEF 14A | 2026-03-27 | 0001140361-26-011489 | Section “Director Compensation”. As printed: 240,000. Filing ↗machine: t437 · r7 · c13 · span 2088820–2088828 |
| 14 | Section 08, Joanna C. Burkey | DEF 14A | 2026-03-27 | 0001140361-26-011489 | Section “Director Compensation”. As printed: 240,000. Filing ↗machine: t437 · r2 · c13 · span 2075844–2075852 |
| 15 | Section 08, Dr. Robert J. Shapiro | DEF 14A | 2026-03-27 | 0001140361-26-011489 | Section “Director Compensation”. As printed: 240,000. Filing ↗machine: t437 · r6 · c13 · span 2086171–2086179 |
| 16 | Section 08, Marcus A. Lemonis | DEF 14A | 2026-03-27 | 0001140361-26-011489 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 17 | Section 06, 2026 vote | Form 8-K | 2026-05-19 | 0001130713-26-000043 | Item 5.07 · say-on-pay result. As reported: 96.3% (votes for as printed: 30,810,623). Filing ↗ |
| 18 | Section 06, 2025 vote | Form 8-K | 2025-05-21 | 0001130713-25-000045 | Item 5.07 · say-on-pay result. As reported: 68.91% (votes for as printed: 14,762,976). Filing ↗ |
| 19 | Section 06, 2024 vote | Form 8-K | 2024-05-24 | 0001130713-24-000037 | Item 5.07 · say-on-pay result. As reported: 89.58% (votes for as printed: 20,689,040). Filing ↗ |
| 20 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 21 | Section 09b board cost (computed) | Computed | — | computed | Cash 459,831 + equity 1,019,792 + all other 0 = 1,479,623, summed across the director compensation table rows.machine: formula: Σ = 1,479,623 |
| 22 | Stitch Fix, Inc., Section 10b CEO total | DEF 14A | 2025-10-31 | 0001628280-25-047825 | CEO total compensation as printed in Stitch Fix, Inc.'s own proxy. As printed: 10,129,032. Filing ↗machine: r2 · c24 · span 432212–432222 |
| 23 | Sleep Number Corporation, Section 10b CEO total | DEF 14A | 2026-04-08 | 0000827187-26-000031 | CEO total compensation as printed in Sleep Number Corporation's own proxy. As printed: 6,233,574. Filing ↗machine: t91 · r2 · c2 · span 1404923–1404930 |
| 24 | Bed Bath & Beyond (subject), Section 10b CEO total | DEF 14A | 2026-03-27 | 0001140361-26-011489 | CEO total compensation as printed in Bed Bath & Beyond's own proxy. As printed: 5,928,963. Filing ↗machine: r2 · c25 · span 1236937–1236946 |
| 25 | Angi Inc., Section 10b CEO total | DEF 14A | 2026-04-28 | 0001104659-26-050416 | CEO total compensation as printed in Angi Inc.'s own proxy. As printed: 5,655,000. Filing ↗machine: r1 · c41 · span 509690–509699 |
| 26 | Cars.com Inc., Section 10b CEO total | DEF 14A | 2026-04-17 | 0001140361-26-015383 | CEO total compensation as printed in Cars.com Inc.'s own proxy. As printed: 5,020,553. Filing ↗machine: t136 · r12 · c13 · span 937383–937392 |
| 27 | USANA Health Sciences, Inc., Section 10b CEO total | DEF 14A | 2026-04-07 | 0000896264-26-000026 | CEO total compensation as printed in USANA Health Sciences, Inc.'s own proxy. As printed: 4,339,625. Filing ↗machine: span 527796–527806 |
| 28 | Section 10a, Angi Inc. reciprocity | DEF 14A | — | 0001104659-26-050416 | Angi Inc.'s most recent proxy was read; its disclosed peer group does not include Bed Bath & Beyond. Filing ↗ |
| 29 | Section 10a, Cars.com Inc. reciprocity | DEF 14A | — | 0001140361-26-015383 | Cars.com Inc.'s most recent proxy was read; its disclosed peer group does not include Bed Bath & Beyond. Filing ↗ |
| 30 | Section 10a, Sleep Number Corporation reciprocity | DEF 14A | — | 0000827187-25-000044 | Sleep Number Corporation's most recent proxy was read; its disclosed peer group does not include Bed Bath & Beyond. Filing ↗ |
| 31 | Section 10a, Stitch Fix, Inc. reciprocity | DEF 14A | — | 0001628280-25-047825 | Stitch Fix, Inc.'s most recent proxy was read; its disclosed peer group does not include Bed Bath & Beyond. Filing ↗ |
| 32 | Section 10a, USANA Health Sciences, Inc. reciprocity | DEF 14A | — | 0000896264-26-000026 | USANA Health Sciences, Inc.'s most recent proxy was read; its disclosed peer group does not include Bed Bath & Beyond. Filing ↗ |