Companies TILLY'S, INC.
TILLY'S (TLYS): executive pay, fiscal 2025
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CEO pay, last three years
- $3,253,328FY2025
CEO total pay was $3,253,328 in fiscal 2025; the brief holds no earlier figure for this CEO.
FY2025: salary $461,538 · bonus $400,000 · stock awards $0 · option awards $2,251,629
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Nathan Smith | $461,538 | $400,000 | $0 | $2,251,629 | $0 | $0 | $140,161 | $3,253,328 |
| President and Chief Executive Officer | ||||||||
| Hezy Shaked | 543,846 | 0 | 0 | 47,830 | 0 | 0 | 23,077 | 614,753 |
| Executive Chairman of the Board | ||||||||
| Michael Henry | 476,765 | 0 | 0 | 47,830 | 0 | 0 | 0 | 524,595 |
| Executive Vice President, Chief Financial Officer | ||||||||
| Michael Cingolani | 350,000 | 0 | 0 | 29,894 | 0 | 0 | 39,126 | 419,020 |
| Executive Vice President, Chief Merchandising 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.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Nathan Smith | $3,253,328 | — | — | — |
| Hezy Shaked | 614,753 | 935,724 | 656,869 | ↓ −320,971 |
| Michael Henry | 524,595 | 590,736 | 516,722 | ↓ −66,141 |
| Michael Cingolani | 419,020 | 257,191 | — | ↑ +161,829 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
Our Compensation Committee strives to create an executive compensation program that balances short-term versus long-term payments and awards, cash payments versus equity awards and fixed versus contingent payments and awards in ways that we believe are most appropriate to motivate our executive officers. Our philosophy is that executive compensation should be competitive in the marketplace in which we compete for executive talent, and structured to emphasize incentive-based compensation as determined by the achievement of both company and individual performance objectives.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Mercer |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Michael Cingolani | OPTION | 2025-04-02 | — | — | 25,000 | — | $29,894 |
| Michael Henry | OPTION | 2025-04-02 | — | — | 40,000 | — | 47,830 |
| Hezy Shaked | OPTION | 2025-04-02 | — | — | 40,000 | — | 47,830 |
| Nathan Smith | OPTION | 2025-09-08 | — | — | 900,000 | — | 1,081,629 |
| Nathan Smith | OPTION | 2025-09-08 | — | 900,000 | — | — | 1,170,000 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Michael Cingolani | $0 | $0 | $29,894 | 0.0% |
| Michael Henry | 0 | 0 | 47,830 | 0.0% |
| Hezy Shaked | 0 | 0 | 47,830 | 0.0% |
| Nathan Smith | 0 | 0 | 2,251,629 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Michael Cingolani | Option | 7,500 | 4.97 | — |
| Michael Henry | Option | 8,750 | 9.45 | — |
| Hezy Shaked | Option | 12,500 | 9.45 | — |
| Michael Henry | Option | 17,500 | 6.55 | — |
| Michael Henry | Option | 22,500 | 6.75 | — |
| Michael Cingolani | Option | 25,000 | 2.19 | — |
| Hezy Shaked | Option | 25,000 | 6.55 | — |
| Hezy Shaked | Option | 30,000 | 6.75 | — |
| Michael Cingolani | Option | 37,500 | 3.72 | — |
| Hezy Shaked | Option | 40,000 | 2.19 | — |
| Michael Henry | Option | 40,000 | 2.19 | — |
| Nathan Smith | Option | 900,000 | 1.99 | — |
Director compensation
No director compensation table is on file for fiscal year 2025.
Board fee structure and ownership guideline
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | $80,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 12,000 / 12,000 |
| Stock ownership guideline | — |
Peer group, and who names TILLY'S as a peer
Companies that benchmark against TLYS
3 companies name TLYS as a compensation peer
- CATO CORPCATOFY2026
- Childrens Place, Inc.PLCEFY2026
- Citi Trends IncCTRNFY2026
- DESTINATION XL GROUP, INC.DXLGFY2024
- Revolve Group, Inc.RVLVFY2025
- SHOE STATION GROUP INCSHOEFY2026
- Zumiez IncZUMZFY2026
Each company listed discloses TLYS in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named TLYS in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Disclosed peer group — fiscal year 2025
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Peer reciprocity
Of the companies TILLY'S, INC. 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 TILLY'S, INC..
Chief executive pay against the peer group
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 | The Buckle, Inc. | 2025 | Dennis Nelson | $1,300,000 | $5,713,200 | $0 | $0 | $11,706,282 |
| 2 | Boot Barn Holdings, Inc. | 2026 | John Hazen | 894,231 | 4,100,160 | 0 | 1,634,211 | 6,661,922 |
| 3 | J.Jill, Inc. | 2025 | Mary Ellen Coyne | 757,692 | 2,966,077 | 0 | 1,000,000 | 6,631,220 |
| 4 | Express, Inc. | 2024 | Robert Lisy | 1,000,000 | 4,200,000 | 0 | 837,500 | 6,042,098 |
| 5 | Duluth Holdings, Inc. | 2025 | Stephanie Pugliese | 605,225 | 3,167,158 | 0 | 847,875 | 4,620,258 |
| 6 | Build-a-Bear Workshop, Inc. | 2026 | Sharon John | 807,869 | 1,580,077 | 0 | 968,536 | 3,396,235 |
| 7 | TILLY'S, INC. | 2025 | Nathan Smith | 461,538 | 0 | 2,251,629 | 0 | 3,253,328 |
| 8 | Destination XL Group, Inc. | 2024 | Harvey Kanter | 850,000 | 722,498 | 0 | 1,162,110 | 2,894,568 |
| 9 | Torrid Holdings, Inc. | 2025 | Lisa Harper | 999,999 | 600,000 | 900,000 | 0 | 2,516,276 |
| 10 | Citi Trends, Inc. | 2025 | Kenneth Seipel | 788,736 | 0 | 0 | 1,120,000 | 1,912,312 |
| 11 | Zumiez, Inc. | 2025 | Richard Brooks | 735,000 | 0 | 0 | 1,008,089 | 1,749,159 |
| 12 | The Cato Corporation | 2025 | John Cato | 1,484,832 | 0 | 0 | 0 | 1,486,624 |
| 13 | Lulu's Fashion Holdings, Inc. | 2025 | Crystal Landsem | 498,462 | 0 | 0 | 0 | 565,571 |
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.
Incentive design against the same peers
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| TILLY'S, INC. | not disclosed | not disclosed | not disclosed | Mercer |
| Boot Barn Holdings, Inc. | not disclosed | PSU 50 · RSU 50 | not disclosed | Korn Ferry |
| Build-a-Bear Workshop, Inc. | not disclosed | PRSU 70 · RSU 30 | not disclosed | Meridian |
| Citi Trends, Inc. | not disclosed | not disclosed | not disclosed | Mercer |
| Destination XL Group, Inc. | not disclosed | RSU 50 · Cash 50 | not disclosed | The Segal Group |
| Duluth Holdings, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Express, Inc. | not disclosed | PSU 50 · RSA 25 · RSU 25 | No | FW Cook |
| J.Jill, Inc. | not disclosed | RSU 50 · PSU 50 | not disclosed | Frederic W. Cook & Co., Inc. |
| Lulu's Fashion Holdings, Inc. | not disclosed | not disclosed | not disclosed | Compensia, Inc. |
| The Buckle, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| The Cato Corporation | not disclosed | not disclosed | not disclosed | Aon Hewitt |
| Torrid Holdings, Inc. | not disclosed | Option 50 · RSU 50 | not disclosed | Exequity, LLP |
| Zumiez, Inc. | not disclosed | not disclosed | not disclosed | Meridian Compensation Partners |
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.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-10 | 78,298,527 | 1,263,128 | 398,716 | 97.92% | Passed |
| 2025 | 2025-06-11 | 78,591,299 | 70,321 | 77,655 | 99.81% | Passed |
| 2024 | 2024-06-13 | 79,990,206 | 414,131 | 421,505 | 98.97% | Passed |
| 2023 | 2023-06-14 | 83,807,109 | 826,497 | 414,058 | 98.54% | Passed |
| 2022 | 2022-06-15 | 88,743,152 | 219,685 | 232,644 | 99.49% | Passed |
| 2021 | 2021-06-09 | 90,282,624 | 104,572 | 164,293 | 99.7% | 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.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-06-10 | 97.92%a |
| 2025 | 2025-06-11 | 99.81%b |
| 2024 | 2024-06-13 | 98.97%c |
a. Approved under the standard stated in the filing — “Abstentions will have the same effect as voting against this proposal.”.
b. Approved under the standard stated in the filing — “Abstentions will have the same effect as voting against this proposal.”.
c. Approved under the standard stated in the filing — “Abstentions will have the same effect as a vote against this proposal.”.
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.
CEO pay ratio
| Ratio (CEO : median employee) | 631 : 1 |
|---|---|
| CEO total compensation | $3,791,790 |
| Median employee compensation | $6,006 |
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (36 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Nathan Smith. DEF 14A, filed 2026-04-20. Section “Executive Compensation”. As printed: 3,253,328. View filing ↗
- Section 01, Hezy Shaked. DEF 14A, filed 2026-04-20. Section “Executive Compensation”. As printed: 614,753. View filing ↗
- Section 01, Michael Henry. DEF 14A, filed 2026-04-20. Section “Executive Compensation”. As printed: 524,595. View filing ↗
- Section 01, Michael Cingolani. DEF 14A, filed 2026-04-20. Section “Executive Compensation”. As printed: 419,020. View filing ↗
- Section 03, Michael Cingolani OPTION. DEF 14A, filed 2026-04-20. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Michael Henry OPTION. DEF 14A, filed 2026-04-20. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Hezy Shaked OPTION. DEF 14A, filed 2026-04-20. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Nathan Smith OPTION. DEF 14A, filed 2026-04-20. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Nathan Smith OPTION. DEF 14A, filed 2026-04-20. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-04-20. Section “CEO Pay Ratio”. As printed: 631 : 1. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-06-11. Item 5.07 · say-on-pay result. As reported: 97.92% (votes for as printed: 78,298,527). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-06-11. Item 5.07 · say-on-pay result. As reported: 99.81% (votes for as printed: 78,591,299). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-06-14. Item 5.07 · say-on-pay result. As reported: 98.97% (votes for as printed: 79,990,206). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- The Buckle, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-22. CEO total compensation as printed in The Buckle, Inc.'s own proxy. As printed: 11,706,282. View filing ↗
- Boot Barn Holdings, Inc., Section 10b CEO total. DEF 14A, filed 2026-07-16. CEO total compensation as printed in Boot Barn Holdings, Inc.'s own proxy. As printed: 6,661,922. View filing ↗
- J.Jill, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-10. CEO total compensation as printed in J.Jill, Inc.'s own proxy. As printed: 6,631,220. View filing ↗
- Express, Inc., Section 10b CEO total. DEF 14A, filed 2025-05-12. CEO total compensation as printed in Express, Inc.'s own proxy. As printed: 6,042,098. View filing ↗
- Duluth Holdings, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-21. CEO total compensation as printed in Duluth Holdings, Inc.'s own proxy. As printed: 4,620,258. View filing ↗
- Build-a-Bear Workshop, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-30. CEO total compensation as printed in Build-a-Bear Workshop, Inc.'s own proxy. As printed: 3,396,235. View filing ↗
- TILLY'S, INC. (subject), Section 10b CEO total. DEF 14A, filed 2026-04-20. CEO total compensation as printed in TILLY'S, INC.'s own proxy. As printed: 3,253,328. View filing ↗
- Destination XL Group, Inc., Section 10b CEO total. DEF 14A, filed 2025-06-30. CEO total compensation as printed in Destination XL Group, Inc.'s own proxy. As printed: 2,894,568. View filing ↗
- Torrid Holdings, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-20. CEO total compensation as printed in Torrid Holdings, Inc.'s own proxy. As printed: 2,516,276. View filing ↗
- Citi Trends, Inc., Section 10b CEO total. DEF 14A, filed 2026-05-01. CEO total compensation as printed in Citi Trends, Inc.'s own proxy. As printed: 1,912,312. View filing ↗
- Zumiez, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-24. CEO total compensation as printed in Zumiez, Inc.'s own proxy. As printed: 1,749,159. View filing ↗
- The Cato Corporation, Section 10b CEO total. DEF 14A, filed 2026-04-10. CEO total compensation as printed in The Cato Corporation's own proxy. As printed: 1,486,624. View filing ↗
- Lulu's Fashion Holdings, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-23. CEO total compensation as printed in Lulu's Fashion Holdings, Inc.'s own proxy. As printed: 565,571. View filing ↗
- Section 10a, Destination XL Group, Inc. reciprocity. DEF 14A. Destination XL Group, Inc. names TILLY'S, INC. in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Citi Trends, Inc. reciprocity. DEF 14A. Citi Trends, Inc. names TILLY'S, INC. in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Zumiez, Inc. reciprocity. DEF 14A. Zumiez, Inc. names TILLY'S, INC. in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Boot Barn Holdings, Inc. reciprocity. DEF 14A. Boot Barn Holdings, Inc.'s most recent proxy was read; its disclosed peer group does not include TILLY'S, INC.. View filing ↗
- Section 10a, Build-a-Bear Workshop, Inc. reciprocity. DEF 14A. Build-a-Bear Workshop, Inc.'s most recent proxy was read; its disclosed peer group does not include TILLY'S, INC.. View filing ↗
- Section 10a, The Cato Corporation reciprocity. DEF 14A. The Cato Corporation names TILLY'S, INC. in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Express, Inc. reciprocity. DEF 14A. Express, Inc.'s most recent proxy was read; its disclosed peer group does not include TILLY'S, INC.. View filing ↗
- Section 10a, J.Jill, Inc. reciprocity. DEF 14A. J.Jill, Inc.'s most recent proxy was read; its disclosed peer group does not include TILLY'S, INC.. View filing ↗