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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14(a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.   )
Filed by the Registrant ☒

Filed by a party other than Registrant o
Check the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
o
Definitive Additional Materials
o
Soliciting Material under to §240.14a-12
ACADEMY SPORTS AND OUTDOORS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
No fee required.
o
Fee paid previously with preliminary materials
o
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11







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Academy Sports and Outdoors, Inc.
2024 Proxy Statement



Notice of
Annual Meeting of Stockholders
Thursday, June 6, 2024
8:00 a.m. Central Time
Academy Sports and Outdoors, Inc.
Corporate Headquarters - Ken C. Hicks Stadium
1540 North Mason Road
Katy, Texas 77449




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*Figures as of fiscal year ended February 3, 2024
OUR MISSION
ACADEMY BY THE NUMBERS*
Provide FUN FOR ALL through strong assortments, value, and experience
Katy, Texas
~22,000
OUR VISIONHeadquartersTeam Members
To be the BEST sports + outdoors retailer in the country
3
282 18
OUR VALUESDistribution
Centers
Stores States
CUSTOMER focus and service
EXCELLENCE in all we do
Responsible LEADERSHIP
INITIATIVE with urgency
STUDENTS of the business
INTEGRITY always
Positive impact on our COMMUNITIES
OUR FOOTPRINT*
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ASO
~$6.2B
Nasdaq ticker symbol
Fiscal 2023 Net Sales
WHO WE ARE
Academy Sports + Outdoors is a leading full-line sporting goods and outdoor recreation retailer in the United States. Academy’s product assortment focuses on key categories of outdoor, apparel, footwear and sports & recreation through both leading national brands and a portfolio of private label brands.
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Table of ContentsNotice of Annual Meeting of Stockholders
Proxy Voting Methods
Proxy Statement/Annual Meeting of Stockholders
General Information/Questions and Answers about the Annual Meeting
Proposal One - Election of Directors
Board of Directors
Board Composition
Board Composition Matrix
Nominees for Election to the Board of Directors
Board Governance
Board Oversight
Corporate Governance Guidelines
Director Independence
Leadership Structure of the Board
Executive Sessions
Board Committees
Board and Committee Meetings and Attendance
Board and Committee Evaluations
Director Nomination Process
Director Qualification Criteria
Director Orientation, Engagement, and Continuing Education
Management Succession
Corporate Responsibility
Board Oversight of Risk Management
Code of Ethics
Prohibition on Hedging and Pledging of Company Stock
Communications with the Board
Compensation of Directors
Proposal Two - Ratification of Appointment of Independent Registered Public Accounting Firm
Audit and Non-Audit Fees
Audit Committee Pre-Approval Policy
Report of the Audit Committee
Proposal Three - Non-Binding Vote to Approve Executive Compensation
Compensation Discussion and Analysis
Compensation Committee Report
Summary Compensation Table
Grants of Plan Based Awards in 2023
Outstanding Equity Awards at 2023 Fiscal Year End
Option Exercises and Stock Awards Vested
Employment Agreements
Severance Arrangements
Equity Award Accelerated Vesting
Potential Payments Upon Qualifying Termination of Employment or Change of Control
CEO Pay Ratio
Pay versus Performance
Ownership of Securities
Transactions with Related Persons
Stockholder Proposals for the 2025 Annual Meeting
Householding of Proxy Materials
Other Business
Voluntary Electronic Delivery of Proxy Materials81
Annex A - Reconciliations of GAAP to Non-GAAP Financial Measures
A-1



Basis of Presentation
All references below to “Academy," "we," "us," "our" or the "Company" refer to Academy Sports and Outdoors, Inc., a Delaware corporation and the current parent holding company of our operations, and its consolidated subsidiaries. We conduct our operations through our subsidiaries, including our indirect subsidiary, Academy, Ltd., an operating company which is doing business as Academy Sports + Outdoors. References to this “Proxy Statement” refer to the 2024 Proxy Statement of the Company. References to the “Annual Meeting” refers to the Company’s 2024 Annual Meeting of Stockholders.
We operate on a retail fiscal calendar pursuant to which our fiscal year consists of 52 or 53 weeks, ending on the Saturday closest to January 31 (which such Saturday may occur on a date following January 31) each year. References to any year, quarter, or month mean our fiscal year, fiscal quarter, and fiscal month, respectively, unless the context requires otherwise. References to “2019,” “2020,” “2021,” “2022,” “2023,” and “2024,” or to such fiscal year relate to our fiscal years ended February 1, 2020, January 30, 2021, January 29, 2022, January 28, 2023, February 3, 2024, and February 1, 2025, respectively, unless the context requires otherwise.
Capitalized terms used but not defined herein have the meanings set forth in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024 (the “Annual Report”). Numerical figures included in this Proxy Statement have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.
This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are based on the Company’s current expectations and are not guarantees of future performance. Words such as “outlook,” “guidance,” “anticipates,” “assume,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “future,” “will,” “seeks,” “foreseeable,” or the negative version of these words or other comparable words or similar expressions are used to identify these forward-looking statements. In particular, forward-looking statements include, but are not limited to, statements regarding the payment, timing or amount of dividends, share repurchases, or debt repayment/debt interest savings, statements we make about our expectations for our operations and business and our corporate responsibility progress, plans, and goals (including environmental and social matters and such other matters relating to our team members). Actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory and other factors, many of which are beyond the Company’s control. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the Annual Report under the caption “Risk Factors,” as may be updated from time to time in our periodic filings with the SEC. Any forward-looking statement in these materials speaks only as of the date released. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws. Our sustainability-related goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be achieved. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. The inclusion of information in our ESG Report, Greenhouse Gas Emission Supplement, or Corporate Responsibility Report should not be construed as a characterization of the materiality or financial impact of that information with respect to us for purposes of any of our SEC filings.
Reference to websites included throughout this Proxy Statement are provided for convenience only, and the contents of our websites do not constitute a part of and are not incorporated by reference into this Proxy Statement.



Academy Sports and Outdoors, Inc. 1
Notice of Annual Meeting of Stockholders
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Date and Time
8:00 a.m. Central Time, on Thursday, June 6, 2024
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Place
Academy Sports and Outdoors, Inc.
Corporate Headquarters
Ken C. Hicks Stadium
1540 North Mason Road, Katy, Texas 77449
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Record Date
You may vote at the Annual Meeting if you were a stockholder of record at the close of business on April 9, 2024.
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Voting by Proxy
To ensure your shares are voted, you may vote your shares via the Internet, by telephone or by completing, signing, and mailing the enclosed proxy card or voting instruction form. Voting methods are described on the following page and on the proxy card or voting instruction form.
Items of
Business
1
To elect the four Class I director nominees named in the Proxy Statement.
2
To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2024.
3
To approve, by a non-binding advisory vote, the fiscal 2023 compensation paid to the Company’s named executive officers.
4
To consider such other business as may properly come before the Annual Meeting and any adjournment or postponements thereof.
In order to conserve natural resources and reduce the cost of printing and distributing the proxy materials, while providing our stockholders with access to the proxy materials in a fast and efficient manner, we are pleased to be able to take advantage of the SEC rule allowing companies to use a “Notice and Access” model to provide their stockholders with access to proxy materials via the Internet. On or about April 19, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to our stockholders informing them that our Notice of Annual Meeting of Stockholders and Annual Report, proxy statement, and voting instructions are available on the Internet at www.proxyvote.com. As more fully described in the Notice of Internet Availability, all stockholders may choose to access our materials at www.proxyvote.com or may request to receive paper copies of the proxy materials.

By Order of the Board of Directors,
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Rene G. Casares
Senior Vice President, General Counsel, & Corporate Secretary
April 19, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 6, 2024
This Proxy Statement and the 2023 Annual Report are available at www.proxyvote.com.
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2 Academy Sports and Outdoors, Inc.
Proxy Voting Methods
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VOTING CUTOFF FOR VOTING BY PROXY
If you are a stockholder of record, your vote must be received by 10:59 p.m. Central Time on June 5, 2024 to be counted. If you hold shares through a broker, bank or other nominee, please refer to information from your bank, broker or nominee for voting instructions.
If at the close of business on April 9, 2024, you were a stockholder of record or held shares through a broker or bank, you may vote your shares by proxy at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”). If you were a stockholder of record, you may vote your shares via the Internet, by telephone or by mail, or you may vote in person at the Annual Meeting. You may also revoke your proxies at the times and in the manners described in the General Information section of this Proxy Statement. For shares held through a broker, bank or other nominee, you may submit voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.

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To vote by proxy:
By Internet or
QR Code
Go to the website www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week, or scan the QR code on your proxy card.

You will need the 16-digit control number included on your proxy card to obtain your records and to create an electronic voting instruction form. If you vote via the Internet, you do not need to mail a proxy card.
By Telephone
You can vote your shares from a touch-tone telephone by calling the number provided on the proxy card. The telephone voting procedures are designed to authenticate your identity and to allow you to vote your shares and confirm that your voting instructions have been properly recorded.

You will need the 16-digit control number included on your proxy card to obtain your records and to create an electronic voting instruction form. If you vote via the telephone, you do not need to mail a proxy card.
By Mail
Mark your selections on the proxy card.

Date and sign your name exactly as it appears on your proxy card.

Mail the proxy card in the enclosed postage-paid envelope provided to you.
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Academy Sports and Outdoors, Inc. 3
Proxy Statement
Annual Meeting of Stockholders
June 6, 2024
General Information
We have delivered this Proxy Statement to you in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of Academy of proxies to be voted at the Annual Meeting to be held on June 6, 2024, and at any postponements or adjournments of the Annual Meeting. You are invited to attend the Annual Meeting and vote your shares in person.
Questions and Answers about the Annual Meeting
Q:
WHAT AM I VOTING ON?
There are three proposals scheduled to be voted on at the Annual Meeting:
Proposal 1
Election of the four Class I director nominees named in this Proxy Statement.
Proposal 2
Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2024.
Proposal 3
Approval, by non-binding advisory vote, of the fiscal 2023 compensation paid to our named executive officers.
Q:
COULD OTHER MATTERS BE DECIDED AT THE ANNUAL MEETING?
As of the date of this Proxy Statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.
Q:
WHO IS ENTITLED TO VOTE?
Stockholders of record as of the close of business on April 9, 2024 (the “Record Date”) may vote at the Annual Meeting. As of that date, there were 73,791,013 shares of common stock outstanding. You have one vote for each share of common stock held by you as of the Record Date, including shares:
Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”); and
Held for you in an account with a broker, bank or other nominee (shares held in “street name” or “beneficially”). Street name holders generally cannot vote their shares directly and instead must instruct the brokerage firm, bank or nominee how to vote their shares.
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4 Academy Sports and Outdoors, Inc.
Q:
WHAT CONSTITUTES A QUORUM?
The holders of a majority of the voting power of the issued and outstanding shares of capital stock entitled to vote at the Annual Meeting must be present in person or represented by proxy to constitute a quorum for the Annual Meeting. Abstentions and “broker non-votes” are counted as present for purposes of determining a quorum.
Q:
WHAT IS A “BROKER NON-VOTE”?
A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares, and (2) the broker lacks the authority to vote the shares at its discretion. We expect that brokers will lack the authority to vote uninstructed shares at their discretion on Proposals Nos. 1 and 3. We expect that brokers will be permitted - but not required - to exercise discretion to vote uninstructed shares on Proposal 2. Even with respect to matters where brokers may otherwise have the ability to exercise discretionary voting, some brokers may choose not to exercise discretionary voting. We urge you to promptly provide voting instructions to your broker to ensure that your shares are voted on all of the proposals, even if you do not plan to attend the Annual Meeting.
Q:
HOW MANY VOTES ARE REQUIRED TO APPROVE EACH PROPOSAL?
Under our Amended and Restated Bylaws (the “Bylaws”), directors are elected by a plurality vote, which means that the four director nominees with the greatest number of votes cast, even if less than a majority, will be elected. There is no cumulative voting.
For any other proposal being considered at the Annual Meeting, under our Bylaws, approval of the proposal requires the vote of the holders of a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the proposal.
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Academy Sports and Outdoors, Inc. 5
Q:
HOW MAY I VOTE, AND HOW IS MY VOTE COUNTED?
With respect to the election of directors (Proposal No. 1), you may vote “FOR” or “WITHHOLD” with respect to each director nominee. Votes that are “withheld” will not count as a vote “FOR” or “AGAINST” a director nominee because directors are elected by plurality voting. Broker non-votes, if any, will have no effect on the outcome of Proposal No. 1. With respect to the ratification of our independent registered public accounting firm (Proposal No. 2) and the advisory vote to approve the compensation of our named executive officers (Proposal No. 3), you may vote “FOR,” “AGAINST” or “ABSTAIN.” For each of Proposal Nos. 2 and 3, abstentions will have the effect of a vote “against” the proposal. For Proposal No. 2, we expect that there should be no broker non-votes (although brokers may, but are not required to, exercise discretionary voting on routine proposals). For Proposal No. 3, broker non-votes, if any, will have no effect on the outcome of the proposal.

You are not required to attend the Annual Meeting in-person to vote. The Board is soliciting proxies so that you can submit your proxy before the Annual Meeting. If you vote by proxy, you will be designating Beryl Raff and Jeff Tweedy, each with power of substitution as your proxy, and together as your proxies, to vote your shares as you instruct. If you just sign and submit your proxy card without voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the Proposals. The proxies also have discretionary authority to vote to adjourn our Annual Meeting, including for the purposes of soliciting votes in accordance with our Board’s recommendations, or if any other business properly comes before the meeting. If any other business comes before the Annual Meeting, the proxies will vote on those matters in accordance with their best judgment.
Q:
HOW DOES THE BOARD RECOMMEND THAT I VOTE?The Board recommends that you vote your shares:
“FOR”
each of the four director nominees set forth in this Proxy Statement.
“FOR”
the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024.
“FOR”
the approval, on a non-binding, advisory basis, of the fiscal 2023 compensation paid to our named executive officers.
Q:
WHO WILL COUNT THE VOTE?
A representative of Broadridge Financial Solutions, our transfer agent, will tabulate the votes and act as inspector of election.
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6 Academy Sports and Outdoors, Inc.
Q:
HOW DO I VOTE MY SHARES WITHOUT ATTENDING THE ANNUAL MEETING?
If you are a stockholder of record as of the close of business on the Record Date, you may vote by authorizing a proxy to vote on your behalf at the Annual Meeting, by using one of the following methods:
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By Internet or QR Code
If you have Internet access, you may submit your proxy by going to www.proxyvote.com and by following the instructions on how to complete an electronic proxy card. You will need the 16-digit control number included on your proxy card in order to vote by Internet. You may also scan the QR code on your proxy card to vote. If you vote via the Internet, you do not need to mail a proxy card.
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By Telephone
You can vote your shares from a touch-tone telephone by calling the number provided on the voting website (www.proxyvote.com) and on the proxy card. The telephone voting procedures are designed to authenticate your identity and to allow you to vote your shares and confirm that your voting instructions have been properly recorded. You will need the 16-digit control number included on your proxy card in order to vote by telephone. If you vote via telephone, you do not need to mail a proxy card.
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By Mail
You may vote by mail by marking your selections on the proxy card, signing and dating the enclosed proxy card where indicated and by mailing or otherwise returning the card in the postage-paid envelope provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.
Internet and telephone voting will close at 10:59 p.m. Central Time, on June 5, 2024, for the voting of shares held by stockholders of record as of the Record Date. Proxy cards with respect to shares held of record must be received no later than June 5, 2024. If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.
Q:
HOW DO I VOTE MY SHARES IN PERSON AT THE ANNUAL MEETING?
If you are a stockholder of record as of the close of business on the Record Date and prefer to vote your shares in person at the Annual Meeting, you must bring proof of identification along with your proof of ownership. If you hold your shares in street name, you may only vote shares at the Annual Meeting if you bring a signed proxy from the record holder (e.g., broker, bank or other nominee) giving you the right to vote the shares, as well as proof of identification and proof of ownership.
Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to attend the Annual Meeting.
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Academy Sports and Outdoors, Inc. 7
Q:
MAY I ATTEND THE ANNUAL MEETING IN PERSON AND ARE THERE ANY RESTRICTIONS?
In order to be admitted to the meeting, you will need to present (1) a form of personal identification, and (2) either your proxy card or proof of your ownership of Academy stock on the Record Date. If your shares are held beneficially in the name of a bank, broker or other holder of record and you wish to be admitted to attend the Annual Meeting, you must present proof of your ownership of Academy stock, such as a bank or brokerage account statement. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Annual Meeting. For directions to the meeting, please email: investors@academy.com.
Q:
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD ON OR ABOUT THE SAME TIME?It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote by Internet or telephone, vote once for each proxy card you receive.
Q:
MAY I CHANGE MY VOTE OR REVOKE MY PROXY?Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy:
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By Internet or QR Code
Voting by Internet or telephone at a later time than your previous vote and before the closing of those voting facilities at 10:59 p.m. Central Time, on June 5, 2024.
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In Person
Submitting a properly signed proxy card, which has a later date than your previous vote, and that is received no later than June 5, 2024.
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By Mail
Sending a written statement to that effect to the Corporate Secretary of the Company (the “Corporate Secretary”), provided such statement is received no later than June 5, 2024.
If you hold shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.
Q:
WHO WILL PAY FOR THE COST OF THIS PROXY SOLICITATION?
We will pay the costs of soliciting proxies. We have retained Alliance Advisors to assist in soliciting proxies for a fee of approximately $15,000, plus reimbursement of out-of-pocket expenses incident to preparing and mailing our proxy materials. Proxies may be solicited on our behalf by directors, officers or employees of the Company (for no additional compensation) in person or by telephone, electronic transmission, and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.
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8 Academy Sports and Outdoors, Inc.
Q:
HOW CAN I VIEW COPIES OF THE COMPANY’S CORPORATE DOCUMENTS AND FILINGS WITH THE SEC, INCLUDING THIS PROXY STATEMENT AND THE ANNUAL REPORT?
Our website contains the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), Bylaws, Corporate Governance Guidelines, Board committee charters, Ethics and Code of Conduct Policy, Anti-Corruption and Anti-Bribery Policy, Whistleblower Policy, Vendor Code of Conduct, Conflict Minerals Policy, and the Company’s SEC filings, including this Proxy Statement and the Annual Report. To view these documents, go to our investor relations website at investors.academy.com, and select “Documents & Charters” from the “Corporate Governance” drop-down menu, or select “SEC Filings” from the “Financials & Filings” drop-down menu.
Q:
WHAT IS THE COMPANY’S FISCAL YEAR?We operate on a retail fiscal calendar pursuant to which our fiscal year consists of 52 or 53 weeks, ending on the Saturday closest to January 31 (which such Saturday may occur on a date following January 31) each year.
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Academy Sports and Outdoors, Inc. 9
Proposal One
Election of Directors
Board of Directors
The Board of Directors oversees or directs our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board and its three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. The Board is currently comprised of ten directors, eight of whom are independent.
On February 26, 2024, Sharen Turney, an independent Class II Director, resigned from the Board as of that date, and immediately thereafter the size of the Board was reduced from ten directors to nine. On March 18, 2024, the size of the Board was increased from nine directors to ten and Mrs. Monique Picou was added to the Board as an independent Class II Director. Additionally, in connection with a planned transition process, on March 19, 2024, the Company and Mr. Ken Hicks, a Class III Director and Executive Chairman of the Board, mutually agreed that Mr. Hicks’s employment agreement governing his role as our Executive Chairman would not be extended beyond its initial one-year term that began on June 1, 2023 and that Mr. Hicks will transition from Executive Chairman of the Board to non-employee Chairman of the Board, effective on June 1, 2024.
Our Certificate of Incorporation provides for a classified Board currently divided into three classes. Steve Lawrence, Brian Marley, Tom Nealon, and Chris Turner constitute a class with a term that expires at the Annual Meeting (the “Class I Directors”) subject to the election and qualification of their successors; Wendy Beck, Theresa Palermo, and Monique Picou constitute a class with a term that expires at the Annual Meeting of Stockholders in 2025 (the “Class II Directors”); and Ken Hicks, Beryl Raff, and Jeff Tweedy, constitute a class with a term that expires at the Annual Meeting of Stockholders in 2026 (the “Class III Directors”). For details, see the “Leadership Structure of the Board” below. One class of directors stands for election at each of our annual meetings of stockholders. Directors are elected by our stockholders to serve for three-year terms that expire on the date of an annual meeting of stockholders. Upon the recommendation of the Nominating and Governance Committee (the “Governance Committee”), the Board has considered and nominated Steve Lawrence, Brian Marley, Tom Nealon, and Chris Turner to continue as Class I Director nominees for a three-year term expiring in 2027. Action will be taken at the Annual Meeting for the election of these four Class I Director nominees.
Unless otherwise instructed, the persons named in the proxy card (the “proxy holders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the election of each of Steve Lawrence, Brian Marley, Tom Nealon, and Chris Turner. Each of these nominees has indicated that he will be willing and able to serve as a director. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), the Board may propose another person or persons in place of any such nominee(s), and the individuals designated as your proxies will vote to appoint that proposed person or persons. Alternatively, in such event, the Board may decide to reduce the number of directors constituting the full Board.
Board Composition
We believe the current composition of the Board brings a diverse balance of relevant experience and backgrounds to our Company. The Board is composed of seasoned directors and executives with proven track records of leadership and success in retail and other consumer-oriented businesses that are relevant in light of the Company’s business, strategy, and structure. The Board and the Governance Committee regularly evaluates its composition to ensure it continues to advance our business strategies and serve the interests of our stockholders.
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10 Academy Sports and Outdoors, Inc.
Board Composition Matrix
(Effective as of April 19, 2024)
W. BeckK. HicksS. LawrenceB. MarleyT. NealonT. Palermo
M. Picou
B. RaffC. TurnerJ. Tweedy
Total Number of Directors10
Independence/Tenure/Class
Independentüüüüüüüü
Tenure (years)3313310223
ClassIIIIIIIIII
II
IIIIIII
Term Expires2025202620242024202420252025202620242026
Gender Identity
Femaleüüüü
Maleüüüüüü
Non-Binary Gender
Demographic Background
Black or African Americanüü
Hispanic or Latinx
Whiteüüüüüüüü
Asian (including South Asian)
Native Hawaiian or Pacific Islander
Native American or Alaskan Nativeü
Two or More Races or Ethnicitiesü
LGBTQ+
Did Not Disclose Demographic Background
Veteranü
Average Age
60
Years
Gender Diversity
40%
4 Women
Ethnic Diversity
30%
3 Minorities
Independence
80%
8 of 10 Directors are Independent
Committee Chair Diversity
2 of 3
Committee Chairs are Women
Overall Diversity
60%
6 Directors are Women or Minorities
The following chart (as of April 19, 2024) summarizes the specific experience, attributes, skills, and qualifications of our directors and nominees. A director or nominee may possess additional experience, attributes, skills, and qualifications, even if not expressly indicated below.
Board Skills & Number of Directors
Accounting/FinanceMerchandising
75
Board GovernanceStore Operations
55
CybersecuritySourcing/Manufacturing
35
Digital/eCommerceStrategic Planning
710
Human Resources (incl. diversity, equity & inclusion)Supply Chain/Logistics
67
MarketingInformation Technology
75
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Academy Sports and Outdoors, Inc. 11
Nominees for Election to the Board of Directors
Set forth below is certain information regarding each Class I Director nominee. Beneficial ownership of equity securities of the Class I Director nominees is shown under “Ownership of Securities” below. Mr. Lawrence was recommended to the Board as part of a leadership transition, and Mr. Turner was recommended to the Board by a third-party search firm.
Class I Director Nominees
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Steve P. Lawrence
Director Since: June 2023
Independent: No
Age: 56
Committee Membership: None
Board Class: I
Steve P. Lawrence has served as the Chief Executive Officer of the Company and on the Board since June 1, 2023. Mr. Lawrence served as the Executive Vice President and Chief Merchandising Officer of the Company since joining the Company in February 2019 to June 2023. Prior to joining the Company, Mr. Lawrence was President, Chief Executive Officer and served on the board of directors at francesca’s from October 2016 to January 2019. From May 2012 to September 2016, he served as Chief Merchandising Officer at Stage Stores. Mr. Lawrence also spent nearly 12 years working in various merchandising leadership roles at J.C. Penney after 10 years at Foley’s. Mr. Lawrence obtained his Bachelor of Business Administration in Finance from the University of Notre Dame.

The Board selected Mr. Lawrence to serve as a director based on his board, executive leadership, and management experience related to the retail industry, which includes merchandising, eCommerce, customer loyalty, strategic planning, governance, financial, marketing, operations, real estate, sourcing, supply chain, and logistics skills.
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Brian T. Marley
Director Since: June 2020
Independent: Yes
Age: 67
Committee Membership: Audit (Chair)
Board Class: I
Brian T. Marley has served on the Board and as a member and Chair of the Audit Committee since June 2020 and served as a member of the board of managers of New Academy Holding Company, LLC from January 2018 to June 2020. Mr. Marley is the founder and has served as Managing Partner of Marley Associates LLC, where he has provided advisory services for a wide variety of consumer and retail firms, since 2014. Mr. Marley previously served as Executive Vice President and Chief Financial Officer of Belk, Inc. from 2000 to 2013. At Belk, Mr. Marley had responsibility for financial planning, accounting, treasury, risk management, process improvement, credit and customer loyalty programs. He also served as Chairman of Belk National Bank from 2000 to 2006. Prior to joining Belk, Mr. Marley was at KPMG LLP for 20 years, during which he was an Audit and Assurance partner in the Retail and Consumer Industry practice for seven years. He is a graduate of the University of North Carolina at Chapel Hill with a Bachelor of Science in Business Administration.

The Board selected Mr. Marley to serve as a director based on his executive leadership, governance, and management experience, including strategy, process improvement, risk management, customer loyalty, marketing, and extensive accounting and financial skills related to the retail industry.
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12 Academy Sports and Outdoors, Inc.
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Tom M. Nealon
Lead Independent Director (or “Lead Director”)
Director Since: March 2021
Independent: Yes
Age: 63
Committee Memberships: Audit; Compensation
Board Class: I
Tom M. Nealon has served on the Board and the Compensation Committee since March 2021, as Lead Director since December 2021, and as a member of the Audit Committee effective as of May 31, 2023. Currently, Mr. Nealon has served as CEO of SAFFiRE Renewables, LLC, a sustainable aviation fuel company, since September 2022. Mr. Nealon has served as Senior Advisor of Southwest Airlines Co. since September 2021 and served as President of Southwest Airlines Co., a passenger airline, from January 2017 to September 2021. Mr. Nealon also served as Executive Vice President Strategy & Innovation of Southwest Airlines Co. from January 2016 to January 2017. Mr. Nealon also served as Group Executive Vice President of J.C. Penney Company, Inc., a retail company, from August 2010 to December 2011. In this role Mr. Nealon was responsible for Strategy, jcp.com, Information Technology, Customer Insights, and Digital Ventures. Mr. Nealon held other senior positions and consulting roles at J.C. Penney, The Feld Group, and Frito-Lay, a division of PepsiCo, Inc. Previously, Mr. Nealon served on the Board of Directors of Southwest Airlines Co. from December 2010 to November 2015, and on the Board of Directors and the Audit Committee of the Fossil Group, Inc. from April 2012 to May 2020. He is a graduate of Villanova University’s School of Business with a Bachelor of Science in Business Administration and earned a Master of Business from the University of Dallas.

The Board selected Mr. Nealon to serve as a director based on his extensive board, executive leadership, management experience related to the retail and consumer industries, including technology, eCommerce, marketing, merchandising, accounting, finance, governance, strategic planning, supply chain, logistics, human resources, cybersecurity, and customer service skills.
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Chris L. Turner
Director Since: December 2021
Independent: Yes
Age: 49
Committee Membership: Audit
Board Class: I
Chris L. Turner has served on the Board and the Audit Committee since December 2021. Mr. Turner has served as the Chief Financial Officer of Yum! Brands, a quick service restaurant company, since August 2019 where he has global responsibility for finance, corporate strategy, supply chain and information technology. Before joining Yum! Brands, he served as Senior Vice President and General Manager at PepsiCo, Inc., a multinational food, snack, and beverage corporation, leading PepsiCo’s retail and eCommerce businesses with Walmart in the U.S. and more than 25 countries and across PepsiCo’s brands from December 2017 to July 2019. Prior to leading PepsiCo’s Walmart business, he served in various positions including Senior Vice President of Transformation for PepsiCo’s Frito-Lay North America business from July 2017 to December 2017 and Senior Vice President of Strategy for Frito-Lay from February 2016 to June 2017. Prior to joining PepsiCo, Mr. Turner spent more than 13 years at McKinsey & Company, a strategic management consulting firm, where he was a Partner in the firm’s Dallas office. During this time, he served clients in the retail, restaurant, consumer packaged goods, airline, high-tech and media industries. He is a graduate of the University of Arkansas with a Bachelor’s degree in Industrial Engineering and earned a Masters of Business Administration from Stanford University.

The Board selected Mr. Turner to serve as a director based on his significant business and management leadership experience related to the retail and consumer industries, including supply chain, logistics, digital/eCommerce, operations, strategic planning, technology, cybersecurity, and extensive financial skills.
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BOARD RECOMMENDATION
The Board recommends that you vote “FOR” the election of each of the Class I Director nominees named above.
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Academy Sports and Outdoors, Inc. 13
Continuing Board Members Not Standing for Re-Election at the Annual Meeting
Set forth below is certain information regarding each director whose term continues beyond the Annual Meeting and who is not subject to re-election this year. Beneficial ownership of equity securities for these directors is also shown under “Ownership of Securities” below.
Class II Directors
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Wendy A. Beck
Director Since: December 2020
Independent: Yes
Age: 59
Committee Memberships: Audit; Nominating & Governance (Chair)
Board Class: II
Wendy A. Beck has served on the Board and the Audit Committee since December 2020 and as a member and the Chair of the Nominating & Governance Committee since May 2021. Ms. Beck most recently served as Executive Vice President and Chief Financial Officer for Norwegian Cruise Line Holdings, Inc., from September 2010 to March 2018. Prior to that, Ms. Beck served as Executive Vice President and Chief Financial Officer of Domino’s Pizza Inc. from 2008 to 2010, as Senior Vice President, Chief Financial Officer and Treasurer of Whataburger Restaurants, LP from 2004 to 2008 and as their Vice President and Chief Accounting Officer from 2001 to 2004, and as Vice President, Chief Financial Officer, and Treasurer of Checkers Drive-In Restaurants, Inc. from 2000 to 2001. Ms. Beck has served on the Board of Directors of Traeger, Inc., including on its Audit Committee and its Nominating and Corporate Governance Committee since July 2021, and on the Board of Directors of Hawaiian Holding, Inc., including on its Audit Committee since July 2022. Previously, Ms. Beck served on the Board of Directors and chaired the Audit Committee of At Home Group Inc. from September 2014 to July 2021, on the Board of Directors and the Audit Committee of SpartanNash Company from September 2010 to December 2013 and on the Board of Directors and the Compensation Committee of Bloomin’ Brands from February 2018 to April 2022. She is a graduate of the University of South Florida with a Bachelor of Science in Accounting and is a Certified Public Accountant.

The Board selected Ms. Beck to serve as a director based on her board, executive leadership and management experience related to the retail industry, which includes governance, strategic, supply chain, logistics, talent management, technology, cybersecurity and extensive accounting and financial skills.
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Theresa E. Palermo
Director Since: July 2022
Independent: Yes
Age: 48
Committee Membership: Nominating and Governance
Board Class: II
Theresa E. Palermo has served on the Board and the Nominating and Governance Committee since July 2022. Ms. Palermo has served as Senior Vice President, Connected Commerce and Marketing at Signet Jewelers Limited, a jewelry retailer, since October 2019. Ms. Palermo also served as Senior Vice President, Marketing of Neiman Marcus Group, Inc. from September 2017 to October 2019. Ms. Palermo also served as Executive Vice President and Chief Marketing Officer of Vera Bradley Inc. from June 2015 to August 2017. Ms. Palermo held other senior positions and roles at Fossil Group Inc., Collective Brands, Inc., The Timberland Company, Polaroid Corporation, and United Communications Group Limited. She is a graduate of Auburn University with a Bachelor of Science in Marketing and earned a Master of Business Administration from Simmons University.

The Board selected Ms. Palermo because of her executive leadership and management experience related to the retail industry, which includes marketing, digital/eCommerce, customer loyalty, human resources, strategic planning and technology.
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14 Academy Sports and Outdoors, Inc.
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Monique Picou
Director Since: March 2024
Independent: Yes
Age: 58
Committee Membership: None
Board Class: II
Monique Picou has served on the Board since March 2024. Mrs. Picou has over 30 years of supply chain, logistics, strategic planning, operations digital/technology, and engineering experience. Mrs. Picou serves as Global Executive - Vice President, Google Cloud Supply Chain and Operations at Alphabet, Inc., a multinational technology company, since March 2023, and also served as Vice President, Google Product, Technology Strategy and Global Server Operations at Alphabet, Inc. from February 2021 to April 2023. Prior to Alphabet, Inc., Mrs. Picou served as Senior Vice President, Sam's Club Chief Strategy and Supply Chain Officer from March 2020 to February 2021, as Sam's Club Senior Vice President Supply Chain Flow from February 2019 to February 2020, and Vice President, Supply Chain at Walmart, Inc., a multinational retail company, from August 2018 to January 2019. Mrs. Picou held other senior leadership positions at Voyant Beauty, LLC and Procter & Gamble Company, where she spent more than 25 years and served in various positions, including Senior Vice President - Product Supply Global Health Care from December 2016 to August 2017. Since November 2021, Mrs. Picou has served on the board of directors of Ryan Companies US, Inc., a commercial real estate services company. She is a graduate of Southern University with a Bachelor of Science in Electrical Engineering and earned a Master of Business Administration from Florida Institute of Technology.

The Board selected Mrs. Picou because of her supply chain, logistics, strategic planning, operations, digital/technology, human resources, process improvement, merchandising, customer loyalty, and engineering skills, and her experience at technology, retail, and manufacturing companies.
Class III Directors
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Ken C. Hicks
Executive Chairman of the Board
Director Since: June 2020
Independent: No
Age: 71
Committee Membership: None
Board Class: III
On June 1, 2024 will transition from Executive Chairman of the Board to non-employee Chairman of the Board. Mr. Hicks has served as the Executive Chairman of the Board since June 1, 2023, and served as Chairman, President, and Chief Executive Officer from May 2018 to June 2023. Mr. Hicks has served as a member of the Board since June 2020 and served as a member of the board of managers of New Academy Holding Company, LLC from May 2017 to June 2020. Mr. Hicks previously served as President and Chief Executive Officer at Foot Locker, Inc. from August 2009 to February 2010, and also served as Chairman, President and Chief Executive Officer at Foot Locker, Inc. from February 2010 to November 2014, and as Executive Chairman at Foot Locker, Inc. from December 2014 to May 2015. Prior to joining Foot Locker, Inc. Mr. Hicks held senior positions at J.C. Penney Company, Inc., Payless ShoeSource, Home Shopping Network, May Department Stores Company, and McKinsey & Company. Currently, Mr. Hicks has served on the board of directors of Avery Dennison Corporation since July 2007, and as Chairman of the board of directors of Guitar Center Holdings, Inc. since October 2023. Previously, Mr. Hicks served on the Board of Directors and its Compensation Committee of Whole Foods Market, Inc. from May 2017 to August 2017. Mr. Hicks graduated from the United States Military Academy located in West Point, NY, and served in the U.S. Army. He also earned a Masters of Business Administration with highest distinction from Harvard Business School.

The Board selected Mr. Hicks to serve as a director based on his board, executive leadership, and management experience related to the retail industry, which includes merchandising, eCommerce, governance, financial, marketing, strategic planning, operations, real estate, sourcing, supply chain, and logistics skills.
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Academy Sports and Outdoors, Inc. 15
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Beryl B. Raff
Director Since: May 2021
Independent: Yes
Age: 73
Committee Membership: Compensation (Chair)
Board Class: III
Beryl B. Raff has served on the Board and the Compensation Committee since May 2021 and as the Chair of the Compensation Committee since October 2021. Previously, Ms. Raff was the Chairman and Chief Executive Officer of Helzberg Diamonds, a wholly owned subsidiary of Berkshire Hathaway Inc., a multinational conglomerate holding company, from 2009 to July 2022. Ms. Raff served as the non-executive Chairman from July 2022 to December 2023. Before joining Helzberg Diamonds, from 2001 to 2009, Ms. Raff held senior merchandising positions with J.C. Penney, most recently as Executive Vice President and General Merchandise Manager, where she was responsible for the day-to-day operation of the fine jewelry business and served on its Executive Board, which determined strategic direction and initiatives for JC Penney. Prior to JC Penney, Ms. Raff also was Chairman and Chief Executive Officer at Zale Corporation and held senior merchant positions at R. H. Macy & Company. Currently, Ms. Raff has served on the Board of Directors of Helen of Troy, Ltd. since August 2014, including on its Audit Committee and formerly its Compensation Committee, and on the Board of Directors of Larry H. Miller Company, including on its Governance and Compensation Committees. Previously, Ms. Raff served on the Board of Directors of The Michaels Companies, Inc., including on its Audit and Compensation Committees from September 2014 to April 2021, on the Board of Directors of Group 1 Automotive, Inc., including on its Compensation Committee and as chair of its Governance & Nominating Committee from June 2007 to February 2015, and on the Board of Directors of Jo-Ann’s Stores, Inc., including on its Audit and Governance Committees and as chair of its Compensation Committee from August 2001 to February 2011. She is a graduate of Boston University with a Bachelors of Business Administration and a Masters of Business Administration from Drexel University.

The Board selected Ms. Raff because of her board, executive leadership and management experience related to the retail industry, which includes accounting, finance, governance, marketing, merchandising, sourcing, manufacturing, operations, real estate/construction, strategic planning, supply chain logistics, and talent management skills.
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Jeff C. Tweedy
Director Since: October 2020
Independent: Yes
Age: 61
Committee Memberships: Compensation; Nominating & Governance
Board Class: III
Jeff C. Tweedy has served on the Board, the Compensation Committee, and the Nominating & Governance Committee since October 2020. In March of 2021, Mr. Tweedy transitioned to an advisory role with Sean John Clothing, a clothing retailer, having served as its Chief Executive Officer from November 2007 to March 2021, and previously as its Executive Vice President from February 1998 to March 2005. Currently, Mr. Tweedy has served on the board of directors of Safe and Green Development Corporation since April 2023, including on its Compensation Committee and its Nominating and Corporate Governance Committee, The Piney Woods School since February 2019, and the advisory board of the Fashion Institute of Technology since January 2020, where he previously studied Menswear Design and Marketing. He served as Vice President of Karl Kani Jeans from March 1993 to June 1996. Mr. Tweedy served as Vice President of Spike Lee from February 1992 to June 1993 and as East Coast Sales Manager of Ralph Lauren Womenswear from February 1990 to December 1992.

The Board selected Mr. Tweedy to serve as a director based on his extensive executive leadership and management experience related to the retail industry, including merchandising, marketing, sourcing, manufacturing, strategic planning, store operations, digital/eCommerce, and talent management skills.
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16 Academy Sports and Outdoors, Inc.
Board Governance
Board Oversight
The primary role of the Board is to direct and oversee the management of the business and affairs of the Company in a manner that it considers in the best interests of the Company and its stockholders, in accordance with applicable laws and the Nasdaq Stock Market LLC (“Nasdaq”) Listing Rules. The Board’s responsibility is one of oversight and, in performing its oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with our stockholders. The Board selects our Chief Executive Officer and oversees our executive officers, who are charged by the Board with conducting our business. As part of its responsibility, the Board exercises direct oversight of strategic matters such as strategic planning, budgeting, capital planning, compensation, governance, succession planning, cybersecurity, risk management, compliance, and corporate responsibility related matters. The Board has a dedicated annual strategic planning meeting with senior management and receives strategic updates during its regular quarterly meetings.
To assist it in fulfilling its responsibilities, the Board has delegated certain authority to its standing committees: the Audit Committee, the Governance Committee and the Compensation Committee, each of which is composed entirely of independent directors. The roles and responsibilities of these standing committees are described below under “Board Committees.”
Corporate Governance Guidelines
Our commitment to good corporate governance is reflected in the Board’s Corporate Governance Guidelines, which describe the principles and practices that the Board and its committees are expected to follow in carrying out their responsibilities. The Corporate Governance Guidelines are reviewed periodically by the Governance Committee and updated to the extent deemed appropriate in light of emerging practices and to ensure compliance with applicable laws, regulations, governance documents, and Nasdaq Listing Rules, upon recommendation to and approval by the Board. Copies of the Corporate Governance Guidelines and other corporate governance information are available on our investor relations website at investors.academy.com.
Our Corporate Governance Guidelines address topics such as the role and responsibility of the Board, Board composition, structure and policies, Board meetings, committees of the Board, expectations of directors, management succession planning for the Chief Executive Officer and other executive officers, annual Board and committee evaluations, director compensation, director independence and qualifications, nomination, and selection, Board refreshment and retirement age/term limits, selection and separation or combination of the Chairman of the Board and Chief Executive Officer, responsibilities of the Lead Director, director orientation and continuing education, director access to officers and team members, changes in directors’ principal occupation, outside directorships/overboarding, investor and other stakeholder communications with the Board and its non-management directors, and strategic planning and budgeting.
The Corporate Governance Guidelines limit the number of public company boards on which a director may serve (including our Board) to four and the number of public company audit committees on which an Audit Committee member may serve (including our Audit Committee) to three. Further, directors who also serve as executive officers (or in equivalent positions) generally should not serve on more than three public company boards (including our Board). All of our directors, director nominees, and executive officers currently comply with our overboarding policy.

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Academy Sports and Outdoors, Inc. 17
Director Independence
Under the Corporate Governance Guidelines and the independence standards of the SEC and the Nasdaq Listing Rules, a director is not independent unless the Board affirmatively determines that he or she does not have a relationship with us or our management which, in the opinion of the Board, would impair their independence.
The Corporate Governance Guidelines define independence in accordance with Nasdaq Listing Rules, and require the Board to review and determine the independence of all directors at least annually.
The Board has affirmatively determined that each of Wendy Beck, Brian Marley, Tom Nealon, Theresa Palermo, Monique Picou, Beryl Raff, Chris Turner, and Jeff Tweedy is “independent” under SEC rules, the Corporate Governance Guidelines and Nasdaq Listing Rules, including under the heightened independence standards applicable to audit and compensation committee members, and that Sharen Turney was independent during her service on the Board. In making its independence determinations, the Board considered and reviewed all information known to it (including information identified through annual directors’ questionnaires).
Leadership Structure of the Board
We do not have a formal policy regarding the combination or separation of the Chairman of the Board and Chief Executive Officer positions. The Corporate Governance Guidelines provide the Board with the flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of the Company and its stockholders at any given time.
The Board has reviewed its leadership structure and determined that it remains advisable and in the best interest of the Company to separate the roles of Chairman of the Board and the Chief Executive Officer and President. As such, Mr. Hicks serves as Chairman of the Board, Mr. Lawrence serves as the Chief Executive Officer of the Company, and Sam Johnson serves as President of the Company. As Chief Executive Officer, Mr. Lawrence is responsible for developing and overseeing the implementation of our business strategy as well as leading and managing the day-to-day operations of the Company. In connection with a planned transition process, the Company and Mr. Hicks mutually agreed that Mr. Hicks will transition from Executive Chairman of the Board to non-employee Chairman of the Board, effective on June 1, 2024. Mr. Hicks will continue focusing on leading the Board, with Mr. Lawrence continuing to focus on day-to-day operations of the Company.
In addition, the Board continues to believe that strong, independent Board leadership and oversight are a critical aspect of effective corporate governance. The Corporate Governance Guidelines provide that a lead independent director (or “Lead Director”) may be appointed whenever the Board is chaired by a director who does not otherwise qualify as an “independent director.” As a result, because Mr. Hicks is not independent due to his prior service as an officer of the Company, Tom Nealon, who was appointed as our independent Lead Director in December 2021, continues to serve in this role.
The position of Lead Director has a clear mandate, significant authority and well-defined responsibilities as set forth in the Corporate Governance Guidelines. These responsibilities and authority include, among others:
presiding at meetings of the Board at which the Chairman of the Board is not present, including at executive sessions of the independent directors;
collaborating with the Chairman of the Board regarding the information sent to the Board;
collaborating with the Chairman of the Board regarding the agendas and schedules for the meetings of the Board;
assisting in scheduling Board meetings and approving meeting schedules to ensure that there is sufficient time for discussion of agenda items;
serving as liaison between the Chairman of the Board and the independent directors and/or with management, as appropriate;
working with the Board and its committees to oversee the Company’s engagement with stockholders, proxy advisory firms, and other interested parties, reviewing stockholder inquiries, and making recommendations to the Board regarding responding to those inquiries, and being available for consultation and communication with major stockholders, upon request;
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calling meetings/executive sessions of the independent directors, as appropriate;
collaborating with the Chairman of the Board in determining the need for special meetings of the Board; and
recommending to the Board, in consultation with the applicable committee chairs, the retention of consultants and advisors who directly report to the Board, including independent legal, financial or compensation advisors.
We believe that the current Board leadership structure provides appropriate governance and risk oversight. The Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.
Executive Sessions
To promote free and open discussion and communication among the non-management directors of the Board, the non-management directors meet in executive session with no members of management present from time to time. In addition and in accordance with the Nasdaq Listing Rules, to the extent that the non-management directors include any non-independent directors, the independent directors also meet separately at least twice a year (or more frequently as may be appropriate) in an executive session that excludes management and non-independent directors. The Lead Director presides at the executive sessions of both non-management and independent directors. In 2023, the independent directors separately met at least twice in executive session that excluded management and non-independent directors.
Board Committees
The Board has established an Audit Committee, a Compensation Committee and a Governance Committee, each of which is entirely comprised of independent directors. These committees are each described below. The Governance Committee is responsible for identifying Board members qualified to serve on each committee and recommending that the Board appoint members to each committee. Each committee reports regularly to the Board summarizing the committee’s actions, any significant issues considered by the committee, and recommends Board approval of certain actions, when necessary.
Each of the Board’s committees acts under a written charter, which was approved and adopted by the Board and describes the responsibilities of the committee. Copies of the Audit Committee, Compensation Committee, and Governance Committee charters are available on our investor relations website at investors.academy.com.
The following table shows the current memberships of each of the Board’s committees as of the date of this Proxy Statement.
 
Audit Committee
Compensation Committee
Nominating and Governance Committee
Wendy Beck(I)*
X
 Chair
Brian Marley(I)*
Chair
Tom Nealon(I)* LD
X
X
Theresa Palermo(I)
X
Monique Picou(I)
Beryl Raff(I)
Chair
Chris Turner(I)*
X
Jeff Tweedy(I)
XX
(I) Independent Director * SEC Audit Committee Financial Expert LD Lead Director X Member
Audit Committee
Our Audit Committee consists of Brian Marley, who serves as the Chair, Wendy Beck, Tom Nealon, and Chris Turner. The Board has determined that each member of the Audit Committee is “independent,” as required by Rule 10A-3 under the Exchange Act, and the Nasdaq Listing Rules applicable to directors and audit committee members, and meets the “financial sophistication” requirement within the meanings of the Nasdaq Listing Rules, and has also determined that Messrs. Marley, Turner, and Nealon and Ms. Beck each qualify as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K.
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Under the Audit Committee’s charter, which is reviewed by the Audit Committee annually, the oversight responsibilities of the Audit Committee involve the following (among others):
overseeing our consolidated financial statements and the audits thereof, earnings press releases, and earnings guidance;
engaging our independent registered public accounting firm and reviewing, and approving or confirming its compensation, qualifications, performance, and independence;
overseeing our accounting, financial reporting, and disclosure processes, practices and controls, and the quality and integrity thereof;
overseeing our systems of internal controls regarding financial reporting and the adequacy and soundness thereof;
overseeing our internal audit function and its performance;
overseeing our enterprise risk management, including information technology, and cybersecurity/data protection programs;
overseeing our information technology and cybersecurity programs and periodically reviewing, evaluating, and discussing the adequacy of our information technology security program, compliance, and controls with our Chief Information Officer;
reviewing our legal, compliance, ethics and whistleblower programs and related matters;
pre-approving, eligible audit and non-audit services to be performed by the independent registered public accounting firm;
reviewing with management, and as applicable, our independent registered public accounting firm, disclosure controls and procedures over corporate responsibility reporting data and related disclosures;
reviewing and approving, if applicable, related person transactions and overseeing other related person transactions under the accounting rules; and
reviewing and approving the Report of the Audit Committee for inclusion in the Proxy Statement. See “Report of the Audit Committee.”
Along with the Board, the Audit Committee receives regular reports from management to help ensure its effective and efficient oversight and to assist in its proper risk management and ongoing evaluation of management controls. Through its regular meetings with management, including the accounting, finance, legal, internal audit, risk management, business continuity, and information technology functions and discussions, as appropriate, with our independent registered public accounting firm and internal auditors, the Audit Committee reviews and discusses significant areas of our business, including areas of risk and appropriate mitigating factors. Our internal auditors report functionally and administratively to our Chief Financial Officer and directly to the Audit Committee.
Compensation Committee
Our Compensation Committee consists of Beryl Raff, who serves as the Chair, Tom Nealon, and Jeff Tweedy. The Board has determined that each member of the Compensation Committee is “independent” as required under the Nasdaq Listing Rules applicable to directors and members of a compensation committee and also qualifies as a “non-employee” director for purposes of Section 16 of the Exchange Act.
Under the Compensation Committee’s charter, which is reviewed by the Compensation Committee annually, the oversight responsibilities of the Compensation Committee involve the following (among others):
overseeing, reviewing, and approving the overall compensation philosophy of the Company;
reviewing and recommending corporate goals and performance objectives of the Chief Executive Officer and approving corporate goals and performance objectives of other executive officers, relevant to their compensation;
reviewing and evaluating the performance of executive officers;
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reviewing and recommending compensation of directors and the CEO and approving compensation of other executive officers;
reviewing and recommending policies and practices concerning executive officer compensation programs, benefit plans, perquisites, and expense accounts;
overseeing the Company’s strategies and policies related to talent management (and working with the Lead Director and the Board’s other committees with respect to matters overseen by such other committees), including with respect to corporate responsibility related matters such as talent development and retention, workplace environment and culture, and diversity and inclusion;
administering or overseeing incentive compensation, stock incentive and stock purchase plans, including determining grants of equity awards under the stock-based plans;
undertaking annual review and risk assessment of compensation policies and practices;
overseeing executive officer succession planning;
reviewing and/or recommending any employment contracts or transactions involving directors or executive officers and any related compensation arrangements;
assessing and monitoring the independence of its compensation consultant and legal counsel;
assessing results of the Company’s most recent stockholder advisory votes on the Company’s named executive officers compensation;
pre-approving services to be provided to the Company by its compensation consultant;
reviewing and discussing with management the Company’s engagement efforts with stockholders on the subject of executive officer compensation;
reviewing, approving, and monitoring compliance with stock ownership guidelines for directors and executive officers and overseeing the administration of the Company’s clawback policy; and
reviewing and approving the Compensation and Discussion Analysis and the Compensation Committee Report for inclusion in the Proxy Statement. See “Compensation & Discussion Analysis” and “Compensation Committee Report "
Along with the Board, the Compensation Committee receives regular reports from management to help ensure its effective and efficient oversight and to assist in its proper risk management and ongoing evaluation of compensation programs. Through its regular meetings with management, including the human resources, compensation, and legal functions and discussions, as appropriate, with its independent compensation consultant, the Compensation Committee reviews and discusses significant areas of our business, including areas of risk and appropriate mitigating factors.
Nominating and Governance Committee
Our Governance Committee consists of Wendy Beck, who serves as the Chair, Theresa Palermo, and Jeff Tweedy. The Board has determined that each member of the Governance Committee is “independent” as required under the Nasdaq Listing Rules applicable to directors.
Under the Governance Committee’s charter, which is reviewed by the Governance Committee annually and, the oversight responsibilities of the Governance Committee involve the following (among others):
developing the Company’s corporate governance practices, policies, and documents and overseeing the related risks;
reviewing and monitoring the composition, size, structure, functioning, and performance of the Board and its committees;
establishing criteria for the selection of candidates and nominees for appointment or election as directors to serve on the Board;
identifying and recommending individuals believed to be qualified as director candidates or nominees, including recommendations whether current directors should stand for re-election, and the class of directors in which the candidate or nominee should serve;
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evaluating director candidates or nominees recommended by stockholders on a substantially similar basis as it considers other candidates or nominees;
recommending directors to serve on the Board’s committees;
reviewing the independence and possible conflicts of interest of directors;
recommending an independent director to serve as Lead Director;
providing oversight and making recommendations for the Company’s corporate responsibility strategy and efforts, including the Company’s progress and public reporting on such initiatives, the long-and short-term impacts to the Company’s business of corporate responsibility issues and trends, and political contributions;
approving directorships at other for-profit organizations offered to directors and executive officers;
working with Lead Director to oversee communications with stockholders, proxy advisory firms and other interested parties concerning governance and other related matters and reviewing stockholder proposals and making recommendations to address them (and work with other committees with respect to matters overseen by them);
overseeing evaluations of the Board and its committees; and
overseeing director engagement, education, and orientation activities.
Along with the Board, the Governance Committee receives regular reports from management to help ensure its effective and efficient oversight and to assist in its proper risk management and ongoing evaluation of governance practices and policies. Through its regular meetings with management, including the legal, corporate responsibility, and investor relations functions and discussions, as appropriate, with its legal counsel, the Governance Committee reviews and discusses significant areas of our business, including areas of risk and appropriate mitigating factors.
Board and Committee Meetings and Attendance
All directors are expected to attend all meetings of the Board, meetings of the committees of which they are members, and the annual meeting of stockholders. During 2023, the Board held six meetings, the Audit Committee held six meetings, the Compensation Committee held six meetings, and the Governance Committee held five meetings. In addition, the Board, the Audit Committee, the Compensation Committee, and the Governance Committee acted by unanimous written consent several times during 2023. In 2023, all of our incumbent directors attended at least 75% of the meetings of the Board of Directors and its committees during the time in which he or she served as a member of the Board or such committee. In addition, all of our directors are expected to attend our Annual Meetings of Stockholders, and all nine of our then serving directors attended the 2023 Annual Meeting of Stockholders.
Board and Committee Evaluations
In order to assess the functioning and effectiveness of the Board and its committees, the Corporate Governance Guidelines and the charters of each of the Board’s committees require the Board and each of its committees to conduct a formal performance evaluation on at least an annual basis, generally at the first regularly scheduled meetings of the Board or such committee in the fiscal year. This annual evaluation process is overseen by the Governance Committee in concert with the Lead Director and requires that the Board and its committees each review and evaluate their respective performances against the requirements of the Corporate Governance Guidelines and the appropriate committee charters, respectively.
To encourage directors to be candid in their evaluations with their feedback, evaluation results are aggregated and presented without attribution, covering the following topics among others:
Board/committee responsibilities and accountability (including with respect to strategy, operating performance, corporate governance, risk management, succession planning, senior management development, corporate responsibility, and corporate culture);
Board/committee composition and structure (including the mix of director experience, skills, qualifications, viewpoints, and backgrounds);
Board/committee meeting mechanics and conduct;
Board/committee meeting information, materials and use of technology;
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Board/committee member’s conduct and culture;
Board/committee engagement, orientation, and continuing education;
Board/committee interaction/communication with management; and
Overall performance/effectiveness of the Board/committee and its members.
In addition to the written evaluation, our Lead Director also conducts one-on-one interviews with each of the directors, and the chair of each committee shares the evaluation report with committee members and solicits additional feedback. These interviews address similar topics, with the one-on-one setting permitting more detailed feedback on Board and/or committee operations and individual director performance/contributions, as well as providing opportunities for mentoring newer directors. The results of the evaluations and feedback from these interviews is typically discussed in executive session with the full Board and by each committee.
Outside of our formal annual performance evaluations, our directors share their perspectives, feedback and suggestions, year-round, both during and outside of Board and committee meetings.
Director Nomination Process
The Governance Committee is responsible for recommending director nominees to the Board for annual election by the stockholders. The Board seeks to promote refreshment of its directors, while also balancing the need for institutional knowledge and stability that comes from longer-term service on the Board. As part of the Board’s ongoing refreshment efforts, the Corporate Governance Guidelines prohibit a director from being nominated for re-election at any annual meeting following the earlier of their 75th birthday or after they achieve 15 years of service on the Board. As of the date of this Proxy Statement, the Board has not waived or made any exceptions to this prohibition. Current members of the Board whose class term is expiring are considered for nomination for reelection unless they have notified the Board that they do not wish to stand for re-election. Nevertheless, the Board believes that directors should not expect to be re-nominated at the end of their term. In determining whether to recommend a current director for re-election, the Governance Committee considers the director’s qualifications, other directorship commitments, participation in and contributions to the activities of the Board, the results of the annual Board evaluation, and past meeting attendance.
The Governance Committee may also consider director nominees identified by other sources, including current members of the Board, members of management, and stockholders. From time to time, the Governance Committee may retain a third-party search firm to assist in the identification of possible Board candidates. Services provided by the search firms include identifying and assessing potential director candidates meeting criteria established by the Governance Committee, verifying information about the prospective candidate’s credentials, and obtaining a preliminary indication of interest and willingness to serve as a Board member.
The Board will consider director candidates recommended by stockholders on a substantially similar basis as it considers other candidates. Any such recommendation should be submitted to the Corporate Secretary in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary at Academy Sports and Outdoors, Inc., 1800 North Mason Road, Katy, Texas 77449. All recommendations for nomination received by our Corporate Secretary that satisfy our Bylaws’ requirements relating to director nominations will be presented to the Board for its consideration. Stockholders also must satisfy the notification, timeliness, consent, and information requirements set forth in our Bylaws. These requirements are also described in this Proxy Statement under “Stockholder Proposals for the 2025 Annual Meeting.”
Director Qualification Criteria
The Board is responsible for considering the long-term make-up of the Board and monitoring the mix of specific experience, skills, qualifications, and attributes of its directors so that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of our business and structure. The Governance Committee is responsible for identifying director candidates, evaluating the qualifications of director candidates, and selecting and recommending director candidates to the full Board for initial appointment to the Board and/or nomination for annual election by our stockholders. When considering whether our current directors (including the director nominees) have the experience, skills, qualifications,
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or attributes, needed by the Board, the Board and the Governance Committee focus on each person’s background, primarily as reflected in the information discussed in each director’s individual biography set forth above. The Board and the Governance Committee believe that our current directors (including the director nominees) provide an appropriate mix of experience, skills, qualifications and diverse attributes necessary for the Board, as a whole, to perform its oversight function in light of our business and structure.
The Governance Committee evaluates all candidates based on the same criteria, which is established by the Governance Committee and approved by the Board. The Governance Committee evaluates each director candidate on the basis of the length, breadth and quality of the candidate’s business experience, the applicability of the candidate’s skills and expertise to the Company’s business and strategic direction, the perspectives that the candidate will bring to the entire Board, and the personality or fit of the candidate with the existing members of the Board and management. As required by its charter and the Corporate Governance Guidelines, the Governance Committee seeks directors who are independent, have executive officer, consumer retail, and public board experience, and demonstrate strong character, mature judgment, an understanding of Academy’s business and industry, deep business acumen, independence of thought, and collegiality. In addition, the Governance Committee considers all other factors it considers appropriate, which may include the candidate’s personal familiarity with Academy, diversity of viewpoints, personal ethnic and national background, gender, race, geography and sexual orientation, age, existing commitments to other businesses, potential conflicts of interest, legal considerations, corporate governance background, career experience, relevant technical skills, governmental acumen, financial sophistication, and executive compensation experience, as well as the size, composition, combined expertise, and needs of the Board. The Board assesses the criteria for director candidates and nominees in connection with its annual evaluation of the Board and its committees.
The Board recognizes the importance of selecting directors from various backgrounds and professions, as well as who are diverse as to age, gender, race, ethnicity, and sexual orientation. The Board believes that developing a diverse board is beneficial because it enhances the Board’s performance. Thus, the Board is considerate of diversity, including diversity of gender and race, when evaluating the Board’s composition needs, as set forth in the Corporate Governance Guidelines and Governance Committee’s charter. The Corporate Governance Guidelines provide that, as part of the search process for each new non-employee director, the Governance Committee should include women and minorities in each pool of candidates (and instruct any third-party search firm to do so), and interview at least one woman or one minority candidate. The Board assesses the effectiveness of these efforts in connection with its annual evaluation of the Board and its committees.
Director Orientation, Engagement, and Continuing Education
The Governance Committee oversees director orientation, ongoing director engagement, and our continuing education programs, which includes both internal activities and access to external programming. We have a structured director orientation program for new directors during their first year on the Board to accelerate their onboarding. This program includes information sessions with directors and senior management and visits to our stores and other facilities. Our director engagement and continuing education programs includes in-depth meetings with management and our outside advisors, covering topics such as the responsible sale and transfer of firearms, Board fiduciary responsibilities, artificial intelligence, macro economics, preview new or updated product lines, product sustainability, data privacy, and store visits and our distribution facilities to expand their insight into business operations and activities and observe our strategic initiatives in action. We provide all directors with membership in the National Association of Corporate Directors and relevant educational presentations and board-related periodicals.
Management Succession
The Board is responsible for the development and retention of senior leadership and ensuring that an appropriate succession plan is in place for our Chief Executive Officer and other executive officers. Both the Board and the Compensation Committee are regularly engaged in succession planning. The Compensation Committee primarily oversees the development and implementation of succession plans for senior leadership positions. This process includes review and discussion of the performance and development of senior leadership on a regular basis, along with management’s evaluation and recommendations for senior leadership succession, including both long-term succession plans and emergency succession plans. The Board also regularly reviews succession plans for senior management and the Chief Executive Officer. To assist the Board, our Chief Executive Officer annually provides his assessment of senior leaders and their potential to succeed at key senior management positions. The Board also meets potential leaders at many levels across the organization through formal presentations, informal events, one-on-one meetings, and store and other facility walks throughout the year.
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Corporate Responsibility
In April 2023, the Company introduced its corporate responsibility purpose statement and pillars (see below), which provide a framework for the Company’s approach to corporate responsibility.
Purpose Statement: At Academy, responsible leadership and integrity are values that are fundamental to the way we conduct our business. We believe that practicing corporate responsibility strengthens the accountability and performance of the Board and executive management team, supports the long-term interests of our stockholders and other stakeholders (including our team members, our customers, and their communities), and furthers the achievement of Our Vision to be the best sports + outdoors retailer in the country. We engage in responsible leadership by relying on our Corporate Responsibility Pillars: Sustaining Our Planet, Empowering Our Communities, and Operating with Integrity. This approach guides our community relations efforts at all levels, including our strategies, investments, internal and external engagement, and reporting.
Sustaining Our Planet: We’re committed to keeping the outdoors fun for generations to come. That’s why we’re taking a thoughtful approach to our environmental impact - so you can feel good about gearing up for the great outdoors. This includes:
Climate & Carbon Footprint
Sustainable Products & Packaging
Construction Efficiency, Recycling & Waste Management
Empowering Our Communities: At Academy, it’s our Mission to provide fun for all. We embrace diversity, inclusion, and belonging throughout our organization, we invest in our Team Members, and we strive to create safer and stronger workplaces, shopping experiences, and communities. This includes:
Team Member Growth Opportunities
Diversity, Equity & Inclusion/Culture
Community & Workplace Safety & Preparedness
Product Safety & Responsibility
Operating with Integrity: Responsible leadership and integrity are important values at Academy that guide the governance of our Company and instill trust among our customers, Team Members, communities, and other stakeholders. This includes:
Corporate Governance
Ethics & Compliance
Data Security & Privacy
Vendor Management
Corporate responsibility oversight is performed by the Board and its committees. The Governance Committee is primarily responsible for monitoring our corporate responsibility strategy and initiatives. This includes reviewing and reporting the Company's progress to the Board on a periodic basis and public reporting related to such initiatives and the potential long-and short-term impacts to the Company’s business on corporate responsibility issues and trends. Additionally, the Governance Committee shares the views of our stakeholders and makes recommendations to the Board, its other committees, and our executive leadership regarding our corporate responsibility strategy. The Governance Committee manages its oversight of our corporate responsibility strategy by having regular discussions with management and quarterly updates of our corporate responsibility initiatives and progress during committee meetings. The Governance Committee is also responsible for overseeing corporate responsibility matters related to governance, investor relations, and political contributions. The Compensation Committee oversees corporate responsibility matters related to our team members, including diversity, equity, inclusion, and belonging, compensation, benefits, and wellness, engagement and training/talent development, and succession planning. The Audit Committee oversees corporate responsibility matters related to compliance (including ethics, whistleblower hotline, and safety), cybersecurity, data privacy, and enterprise risk management. The Board oversees corporate responsibility as part of its oversight of our business and strategy. Each committee provides an update to the Board on matters discussed and actions taken or recommended in its meeting held, including with respect to corporate responsibility matters. Each year, the Board receives a report on our corporate responsibility initiatives and progress, including a discussion of our corporate responsibility reporting and communications.
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At the management level, senior leaders comprise a cross-functional team that drives our corporate responsibility efforts. The corporate responsibility team focuses on identifying key corporate responsibility matters that are important to our business and stakeholders, developing initiatives that advance our corporate responsibility efforts, and reporting and communicating our corporate responsibility progress. The corporate responsibility team works with the major functions of the Company, including executive management, merchandising, global sourcing, supply and logistics, community relations, communications, human resources, legal and compliance, safety, information technology, store and distribution center operations, facilities management, and internal audit to align our efforts with corporate responsibility trends and the views of our stakeholders and report and communicate our progress on these efforts using the leading industry framework and standards.
Our corporate responsibility efforts primarily relate to keeping our customers active and connected with experiences, contributing to a diverse and inclusive society and workplace, investing in our team members, ensuring the quality and safety of our products, workplaces and retail experience, supporting and giving to our communities, enhancing our governance practices, strengthening our compliance programs, ensuring our cybersecurity, and minimizing our environmental impact. Going forward, we will continue to review and appropriately enhance the scope of our evolving corporate responsibility efforts.
On a periodic basis, we issue a report or update describing our corporate responsibility initiatives and progress. In May 2022, we issued a new ESG Report for 2021 (the “2021 ESG Report”). The 2021 ESG Report sought to provide transparent and quantitative disclosures, reporting informed by the Sustainability Accounting Standard Board (“SASB”) standard and in reference to the Global Reporting Initiative (“GRI”) standard, and tear sheets that contain disclosures of certain standard metrics to improve the convenience of reviewing our progress. Additionally, in December 2022, we issued a Greenhouse Gas (“GHG”) Emissions Supplement, which reported a baseline inventory of the Company’s Scope 1 and Scope 2 GHG emissions for calendar year 2021. The 2021 ESG Report, the GHG Emissions Supplement, and the ESG Purpose Statement and Pillars are available on the ESG page on our investor relations website. Later this spring, we expect to publish a new 2024 Corporate Responsibility Report that will include (in addition other updated information) the Company’s Scope 1 and Scope 2 GHG emissions for calendar year 2023, which will be available on our investors relations website. The inclusion of information in our 2021 ESG Report, GHG Emissions Supplement, or 2024 Corporate Responsibility Report should not be construed as a characterization of the materiality or financial impact of the information with respect to us or for purposes of any of our SEC filings.
Board Oversight of Risk Management
Management is responsible for the day-to-day management of risk, while the Board is primarily responsible for risk management oversight and delegates oversight of certain risk management to its committees. The Board oversees our long-range strategic and financial planning, annual budget and capital plans, stockholder return principles, and financing risks. The Audit Committee oversees the administration of our enterprise risk management (“ERM”) program and risk management of financial exposures, statements, controls, systems and reporting; regulatory and compliance, including ethics, anti-corruption, safety, and whistleblower programs; cybersecurity and data privacy; internal audit and related matters; shrink; and related party transactions. The Compensation Committee oversees risk management of our compensation policies and practices; talent recruitment, management, and retention; succession planning; and non-employee director compensation. The Governance Committee oversees risk management of our corporate governance; Board composition; director succession planning; corporate responsibility strategy; and political contributions. Each committee submits reports and recommendations to the Board regarding risk-related matters.
The Board and its committees receive regular reports from management and/or other third-party advisors regarding specific risks and trends to help ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. The Board and its committees discuss selected risks in greater detail throughout the year with management and in executive sessions of the Board and/or the independent directors.
Risks facing the Company include macroeconomic, supply chain, legal, regulatory and compliance, operational, information technology, cybersecurity, data privacy, climate, labor, business continuity, competitive, financial, safety, reputational, and other business risk exposures. For more information on the risks that affect our business, please see the Annual Report.
Leaders from our Risk Management and Internal Audit functions (the “ERM Team”) administer our ERM program, which is designed to identify, assess and manage our top enterprise risks. Responsibility for managing each of top exposures driving our enterprise risks is assigned to one or more members of management, who we refer to as “risk owners.” The ERM Team’s
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responsibility is to regularly identify our top enterprise risks (including emerging risks); assess the likelihood of their occurrence, the significance of their potential impact, and the effectiveness of our existing strategies to mitigate their risk; and develop plans with risk owners to monitor, manage and mitigate these risks. The ERM Team holds regular risk discussions with enterprise risk owners and senior management, which inform the development, updating, and mitigation of the top enterprise risks. In addition, the ERM Team holds regular meetings to discuss key risks and their mitigation.
The Company also maintains an Enterprise Risk Management Committee (or “ERM Committee”), composed of senior leaders from certain principal functional areas of the Company and charged with adequately identifying short-term (within twelve months) and long-term key risks the Company faces in a timely manner. The ERM Committee meets monthly to discuss and address the Company’s enterprise risk profile and any new or emerging risks with our ERM Team and risk owners. The Company’s enterprise risks are assessed and ranked annually by the ERM Committee through leadership interviews, surveys, and calibrations based on risk management reviews conducted by the ERM Team.
In its oversight of our ERM program, the Audit Committee reviews the Company’s processes governing management’s assessment and management of the Company’s exposure to risk, including the implementation of strategies management takes to monitor and control such exposures. The Audit Committee stays apprised of significant actual and potential risks in part through their review of quarterly reports of the Company’s top enterprise risks prepared and presented by management, including the General Counsel and the heads of Risk Management and/or Internal Audit.
The Audit Committee has primary responsibility for overseeing risks related to cybersecurity, although the full Board retains ultimate oversight over these risks. Cybersecurity is a standing agenda item of the Audit Committee’s regular quarterly meetings, where the Audit Committee reviews and discusses cybersecurity risks along with the Company’s cybersecurity programs and strategy with management. The Audit Committee receives reports and presentations from our Chief Information Officer (“CIO”) and our General Counsel at its quarterly meetings on a range of topics, including our cybersecurity program and processes, our information systems, risk identification and mitigation strategies, the evolving cybersecurity threat landscape, regulatory developments, board education, and notable incidents or threats affecting the Company. From time to time between quarterly meetings, our CIO and General Counsel or other members of management may hold additional cybersecurity-related discussions with the Audit Committee. The Audit Committee regularly reports on its cybersecurity program oversight to the Board. In addition, our Internal Audit team performs audits on various aspects of cybersecurity and reports the results of these audits in its quarterly reports to the Audit Committee. For more information on our cybersecurity risk management, strategy and governance, see “Item 1C. Cybersecurity” of our Annual Report on Form 10-K for the fiscal year ended February 3, 2024.
The Audit Committee also has primary responsibility for overseeing risks related to compliance with regulations, policies, and our Ethics and Code of Conduct Policy, including risks and concerns relating to ethics, gifts & entertainment, conflicts of interest, fraud, corruption, violations, theft, misuse of assets, discrimination, harassment, retaliation, and safety, although the full Board also exercises oversight over these risks. On a quarterly basis or more frequently as needed, the Audit Committee and/or full Board receive detailed reports on these risks and on concerns reported through the Company’s whistleblower hotline from our General Counsel (who is our chief compliance officer).
We believe that the leadership structure of the Board, along with the allocation of risk management responsibilities described above, provides appropriate risk oversight of our activities.
Code of Ethics
We maintain a written code of ethics (our “Ethics and Code of Conduct Policy”) that applies to our directors, officers and team members, including our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions. The Ethics and Code of Conduct Policy covers the following topics, among others: respectful work & shopping environments, diversity and inclusion, safety and health, discrimination and harassment, vendor expectations, bribes and improper payments, conflicts of interest, insider trading, antitrust and competition, political activity and contributions, and reporting ethical concerns.
Our Ethics and Code of Conduct Policy is a “code of ethics,” as defined in item 406(b) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), and can be viewed on our investor relations website at investors.academy.com. We intend to make any legally required disclosure regarding amendments to, or waivers of, provisions of our Ethics and Code of Conduct Policy on our website.
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Prohibition on Hedging and Pledging of Company Stock
Our Insider Trading Policy requires executive officers and directors to consult, and receive pre-clearance from, our General Counsel prior to engaging in transactions involving the Company’s securities. Directors and executive officers are prohibited from hedging or monetization transactions including, but not limited to, variable forward contracts, equity swaps, collars and exchange funds, or from trading in options, warrants, puts and calls or similar instruments on the Company’s securities or establishing a short position in the Company’s securities. Our Insider Trading Policy also prohibits our directors, officers and team members from purchasing the Company’s securities on margin, or borrowing against any account in which the Company’s securities are held, or pledging the Company’s securities as collateral for a loan.
Communications with the Board
As described in the Corporate Governance Guidelines, anyone, including stockholders and any other interested parties, who would like to communicate with, or otherwise make his or her concerns known directly to the Chairman of the Board or the chairperson of the Audit, Governance, and/or Compensation Committees, any then-serving Lead Director or, if there is no Lead Director, the director designated by the non-management or independent directors as the presiding director, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the attention of our Corporate Secretary at Academy Sports and Outdoors, Inc., 1800 North Mason Road, Katy, Texas 77449, who will forward such communications to the appropriate party, except that the Corporate Secretary reserves the right not to forward advertisements or solicitations, obscene or offensive items, communications unrelated to the Company’s affairs, business or governance, or otherwise inappropriate materials.
Compensation of Directors
Under the director compensation program non-employee directors receive the following compensation (references to non-employee directors exclude directors employed by the Company):
an annual cash retainer of $100,000, which is payable each fiscal quarter in arrears in installments of $25,000. In addition, each non-employee director serving in the following positions on the Board will receive the following additional annual cash retainers, each of which is also payable each fiscal quarter in arrears in installments:
Chairman of the Board: $75,000;
Lead Director: $40,000;
Audit Committee Chair: $30,000;
Compensation Committee Chair: $25,000; and
Nominating and Governance Committee Chair: $20,000.
A non-employee director who commences, or terminates, service during a fiscal quarter will receive a pro-rated retainer based on the number of calendar days of service provided in the fiscal quarter.
an annual grant of Restricted Stock Units, or “RSUs,” valued at $160,000 (or, commencing in 2024, an annualized grant value totaling $285,000 for the Chairman of the Board) to be granted on the first business day of the Company’s open trading window following our annual meeting of stockholders and which is converted into the number of RSUs to be granted based on the prior 30 calendar day average closing price of our common stock as of the grant date. These RSUs vest 100% on the earliest of (i) the first anniversary of the date of grant, or, the date which is the business day immediately preceding the date of the next annual meeting of stockholders, (ii) the director’s termination due to death or Disability (as defined in the Company’s 2020 Omnibus Incentive Plan) or (iii) a Change of Control (as defined in the Company’s 2020 Omnibus Incentive Plan).
If a non-employee director is appointed to the Board after the first business day following an annual meeting of stockholders but more than 60 days prior to the next annual meeting of stockholders, such non-employee director will be granted a pro-rated portion of the above-described annual RSU grant. Such grant value will be determined based on the number of calendar days remaining before (a) the next annual meeting of stockholders, if scheduled, or (b) the date of the first anniversary of the last annual meeting of stockholders, if the next annual meeting of stockholders is not scheduled, divided by (x) the number of calendar days between the last and next scheduled annual meeting of stockholders, or (y) 365, if either the last or the next annual meeting of stockholders date does not exist and ending on the vesting date for such prorated grant (which vesting date will be the same vesting date on which the corresponding annual grant that was made to the other non-employee directors will vest). A non-employee director appointed within 60 days of the next annual meeting of stockholders will not receive any such pro-rated equity grant.
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28 Academy Sports and Outdoors, Inc.
Our directors will also be reimbursed for reasonable travel and lodging expenses associated with attendance at Board or committee meetings. Additionally, all directors are eligible to receive a discount of 20% on most of our merchandise, which is the same discount we offer to all our team members.
The following table contains information concerning the compensation of our non-employee directors in 2023, specifically, Mses. Beck, Palermo, Raff and Turney, and Messrs. Nealon, Marley, Turner and Tweedy. Mr. Hicks did not receive any additional compensation for his service as a director in 2023 (and his compensation for services as our Executive Chairman and Chief Executive Officer is disclosed in the Summary Compensation Table in this Proxy Statement). Effective June 1, 2024, Mr. Hicks will transition to a non-employee Chairman role and will be eligible for non-employee Chairman compensation in such capacity, as described above.
Director Compensation Table for 2023
Name
Fees Earned or Paid in Cash
($)(1)
Stock Awards
($)(2)(3)
Total
($)
Tom Nealon140,000 
146,970
286,970 
Wendy Beck
120,000
146,970
266,970 
Brian Marley
130,000
146,970
276,970 
Theresa Palermo100,000 146,970246,970 
Beryl Raff
125,000
146,970
271,970 
Chris Turner100,000 146,970246,970 
Sharen Turney(4)
100,000
146,970
246,970 
Jeff Tweedy100,000 146,970246,970 
1.Amounts reflect the aggregate amount of cash retainers earned during 2023.
2.Amounts reflect the full grant-date fair value of RSUs granted during 2023 computed in accordance with ASC Topic 718. See Note 9, Share-Based Compensation to our consolidated financial statements included in the Annual Report for the assumptions used in calculating these values.
3.Amounts reflect RSUs granted in 2023 under the Company’s 2020 Omnibus Incentive Plan. Grants under the Company’s 2020 Omnibus Incentive Plan contain the vesting terms described above under the Board compensation program.
4.Ms. Turney resigned from the Board, effective February 26, 2024. As a result of Ms. Turney’s resignation, her 2023 RSU grant was forfeited.
As of February 3, 2024, the following non-employee directors held the following number of RSUs:
Name
Number of RSUs Outstanding
Tom Nealon
2,861
Wendy Beck
2,861
Brian Marley
2,861
Theresa Palermo
2,861
Beryl Raff
2,861
Chris Turner
2,861
Sharen Turney(1)
0
Jeff Tweedy
2,861
1.Ms. Turney resigned as a member of the Board effective February 26, 2024, and forfeited her unvested RSUs at such date.
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Academy Sports and Outdoors, Inc. 29
The Compensation Committee reviews and assesses non-employee director pay levels every year. This process involves a review of competitive market data, including an assessment of our director compensation policy against the director compensation programs of companies in our executive compensation peer group and updates on recent trends in director compensation. In June 2023, the Compensation Committee and its compensation consultant, Frederic W. Cook & Co, Inc. (“FW Cook”), conducted a thorough analysis of the board of directors' compensation, and following this review the Compensation Committee recommended and the Board approved an increase in the annual equity award fair market value from $150,000 to $160,000, effective in 2023. The remainder of the director compensation program remained unchanged for 2023.
The Board has adopted Stock Ownership Guidelines applicable to the non-employee directors, the Chief Executive Officer, and the other covered executives (see “Stock Ownership Guidelines” for more information). For non-employee directors the requirement is to hold 3.0x the annual cash retainer, not inclusive of any additional fees. The guidelines allow covered directors and executives up to five years from the date each first becomes subject to comply with the guidelines. The following holdings are counted as eligible securities:
shares of common stock owned outright by the individual, or jointly with or separately by the individual’s spouse;
shares of common stock held in trust for the benefit of the individual;
shares of common stock held in the Company’s 401(k) Plan;
performance-based restricted stock and restricted stock units that have met the performance criteria but have not yet vested and/or settled; and
time-based restricted stock and restricted stock units.
Covered directors who do not achieve the required levels of ownership within the prescribed amount of time will be required to retain 100% of any Company equity acquired (net of taxes) until the next compliance date on which their ownership of eligible securities meets applicable required guidelines. The non-employee directors are either in compliance with the Stock Ownership Guidelines or within the prescribed time period for complying with such guidelines.
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30 Academy Sports and Outdoors, Inc.
Proposal Two
Ratification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee has appointed Deloitte & Touche LLP to serve as our independent registered public accounting firm for fiscal 2024.
Although ratification is not required by our Bylaws or otherwise, the Board is submitting the appointment of Deloitte & Touche LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the appointment, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Further, if the appointment is ratified, the Audit Committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting. The representative will have an opportunity to make a statement if they desire and will be available to respond to questions from stockholders.
The shares represented by your proxy will be voted “FOR” the ratification of the appointment of Deloitte & Touche LLP unless you specify otherwise.
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BOARD RECOMMENDATION
The Board recommends that you vote “FOR” the ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024.



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Academy Sports and Outdoors, Inc. 31
Audit and Non-Audit Fees
The following table presents fees for professional services rendered by our independent registered public accounting firm, Deloitte & Touche LLP for the audit of our financial statements for 2023 and 2022 and for fees billed for other services rendered by affiliates of Deloitte & Touche LLP during those periods.
2023
2022
Audit fees(1)
$2,136,875$1,799,849
Audit-related fees(2)
$188,210$30,000
Tax fees(3)
$416,437$278,505
All other fees(4)
$4,000$4,000
Total$2,745,522$2,112,354
1.Audit fees consist of fees for the annual audit of the Company’s annual consolidated financial statements, interim reviews of the quarterly consolidated financial statements, and auditing the Company’s internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002.
2.Audit-related fees consist principally of services performed in connection with registration statements filed with the SEC, statutory audits, and assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements.
3.Includes the aggregate fees for professional services rendered for tax compliance, and tax consultation and planning.
4.All other fees relate to accounting research tool fees and permitted services other than those that meet the criteria above, which are primarily related to consulting and advisory services.

Audit Committee Pre-Approval Policy
Consistent with SEC policies regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for, and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm and pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement. The Audit Committee, prior to such engagement, pre-approves independent public accounting firm services within each category and the fees of each category are budgeted. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval or for services in excess of the originally pre-approved amount. In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm. If pre-approval is required between Audit Committee meetings, the Chair of the Audit Committee may pre-approve the services, provided that notice of such pre-approval is given to the other members of the Audit Committee and presented to the full Audit Committee at its next regularly scheduled meeting.


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32 Academy Sports and Outdoors, Inc.
Report of the Audit Committee
The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under “Board Governance - Board Committees - Audit Committee.” Under the Audit Committee’s charter, management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles, and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.
In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.
Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report.
Submitted by the Audit Committee of the Company’s Board of Directors:
Audit Committee
Brian Marley, Chair
Wendy Beck
Tom Nealon
Chris Turner

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Academy Sports and Outdoors, Inc. 33
Proposal Three
Non-Binding Vote to Approve Executive Compensation
Pursuant to Section 14A of the Exchange Act, our stockholders are being asked to approve, by a non-binding advisory vote, the compensation of our named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Compensation Discussion and Analysis and related compensation tables and narrative discussion included in this Proxy Statement. While the results of this “say-on-pay” vote are non-binding and advisory in nature, the Compensation Committee intends to carefully consider the results of this vote.
The text of the resolution in respect of Proposal No. 3 is as follows:
“RESOLVED, that the compensation paid to the Company’s named executive officers in fiscal 2023, as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion, is hereby APPROVED.”
In considering their vote, stockholders should review the information on our compensation policies and decisions regarding the named executive officers presented in the Compensation Discussion and Analysis and related compensation tables and narrative discussion on pages 34 to 64, as well as the discussion regarding the Compensation Committee on page 19.
In accordance with our policy of holding annual “say-on-pay” advisory votes, the next “say-on-pay” advisory vote is expected to occur at our 2025 Annual Meeting of Stockholders.

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BOARD RECOMMENDATION
The Board recommends that you vote “FOR” the approval of the fiscal 2023 compensation paid to our named executive officers.


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34 Academy Sports and Outdoors, Inc.
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes our executive compensation program, including how the Compensation Committee (referred to as the Committee in this section) assessed performance and made compensation decisions for the fiscal year ended February 3, 2024 (also referred to as 2023).
Named Executive Officers
Our Named Executive Officers (or NEOs) for 2023 are:
NameTitle
Steve Lawrence
Chief Executive Officer (“CEO”)
Ken Hicks
Executive Chairman and former CEO
Sam Johnson
President
Carl Ford
Executive Vice President (“EVP”), Chief Financial Officer (“CFO”)
Matt McCabe
EVP, Chief Merchandising Officer (“CMO”)
Bill Ennis
EVP, Chief Administrative Officer (“CAO”)
Michael Mullican
Former CFO and President
Leadership Transitions
Fiscal 2023
As a result of a planned succession process, on June 1, 2023, Mr. Hicks transitioned from Chairman, President and CEO to the new Executive Chairman position, Mr. Lawrence was promoted from EVP, CMO to succeed Mr. Hicks as CEO of the Company, Mr. Mullican was promoted from EVP, CFO to succeed Mr. Hicks as President, and Mr. Johnson assumed additional responsibilities in his role of EVP, Retail Operations for the real estate, construction, and store design functions. In continuation of this planned succession process, Messrs. McCabe and Ford were promoted to executive officer positions, with Mr. McCabe being promoted to EVP, CMO from Senior Vice President (“SVP”), General Merchandise Manager Footwear on June 25, 2023 and Mr. Ford being promoted to EVP, CFO from SVP, Finance on July 12, 2023. On October 23, 2023, Mr. Mullican stepped down from the role of President to pursue other opportunities outside of Academy and Mr. Johnson succeeded Mr. Mullican as President. Mr. Ennis served as SVP, Chief Human Resources Officer (“CHRO”) through December 2023 and was promoted on January 1, 2024 to EVP, CAO.
Fiscal 2024
In the continuation of the planned transition process described above, on March 19, 2024, Mr. Hicks and the Company mutually agreed that Mr. Hicks’s Amended and Restated Employment Agreement, dated April 26, 2023, would not be extended beyond its initial one-year term and that Mr. Hicks will transition from Executive Chairman of the Board to non-employee Chairman of the Board, effective on June 1, 2024.
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Academy Sports and Outdoors, Inc. 35
2023 Business Highlights*
Net Sales
$6.16 Billion
-3.7% vs. 2022
Gross Margin %
34.3%
34.6% in 2022
Net Income %
8.4%
9.8% in 2022
Adjusted (“Adj.”) EBIT**
$735.1 Million
-17.2% vs. 2022
Diluted EPS
$6.70
$7.49 in 2022
Return On Invested Capital**
28%
34% in 2022
Delivered industry leading store sales and profitability of $313 average net sales per square foot and an average of $2.4 million of operating income per store
eCommerce penetration was 10.7% of sales
Returned $334 million to stakeholders, which consisted of shares repurchases totaling $204 million, $27 million in dividend payments, and $103 million in debt reduction
* Note: 2023 included 53 weeks, compared to 52 weeks in 2022.
** Adj. EBIT and Return On Invested Capital are non-GAAP financial measures. See “Reconciliations of GAAP to Non-GAAP Financial Measures” below for reconciliations of non-GAAP financial measures used in this Proxy Statement, including this Compensation Discussion & Analysis, to their most directly comparable GAAP financial measures.

2023 Compensation Highlights
Base Salary
In March 2023, in consultation with FW Cook, the Committee undertook a review of the total annual compensation opportunities for our NEOs. As a result of the review, the Committee approved increases of approximately 3.5% to the base salaries of each of Messrs. Lawrence, Mullican, Johnson, and Ennis to provide each NEO with a market-competitive package designed to reward strong performance and retain their services for the Company’s long-term growth. Mr. Hicks declined a base salary increase for 2023 for the sixth year in a row.
In connection with the leadership transitions discussed above, the Committee approved further base salary adjustments for each of the NEOs. The Committee adjusted the base salaries of Messrs. Lawrence, Hicks, Johnson, Ford, McCabe, Ennis, and Mullican by +24.7%, -36.4%, +33.9%, +37.2%, +53.9%, +15.8%, and +14.7%, respectively, to provide each NEO a market-competitive base salary and position them appropriately relative to internal and external benchmarks given their new roles and responsibilities.

Annual Cash Incentives
In March 2023, when establishing the 2023 Executive Team Bonus Plan (“Executive Bonus Plan”, as described below under “2023 Executive Team Bonus Plan — Bonus Plan Design”), the Committee approved the following changes to better align with our 2023 financial goals: the Committee reduced the metric weight for Company Adjusted EBIT (“Adj. EBIT”) from 50% to 45% of total target bonus opportunity and increased the Company Total Net Sales (“Net Sales”) weight from 40% to 45% of total target bonus opportunity (with individual performance remaining at 10% of total target bonus opportunity).
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36 Academy Sports and Outdoors, Inc.
While the Company performed well in light of market headwinds and shareholder return increased over 16% year over year, we failed to achieve the minimum performance requirements for Adj. EBIT and Net Sales under the Executive Bonus Plan, which resulted in each of the NEOs forfeiting 90% of their target annual cash incentive bonus.
Messrs. Lawrence, Hicks, Johnson, and Ennis earned 10% of their total annual target bonus opportunity under the Executive Bonus Plan in light of their achievement of individual performance strategic initiative goals, as described further under “2023 Executive Team Bonus Plan — Achievement of Performance Goals” below.
The total 2023 bonuses earned and paid to Messrs. Ford and McCabe were prorated for their period of service prior to their respective promotions based on the terms of their employment agreements and the Executive Bonus Plan and the 2023 Non-Executive Team Bonus Plan (“Non-Executive Bonus Plan”), under which Mr. McCabe earned 8% and Mr. Ford earned 10% of total annual target bonus opportunity.

Long-Term Equity Incentives
The Committee approved annual long-term equity incentive awards in March 2023 with the total target grant value allocated across a mix of 50% performance-based RSUs, 25% time-based RSUs, and 25% time-based stock options (“Options”). The performance-based RSUs vest based on achievement of three (3) year cumulative Adjusted Pre-Tax Income (weighted 75%) and Return On Investment Capital (“ROIC”) (weighted 25%) performance goals.
In connection with the leadership transitions discussed above, the Committee approved additional equity incentive awards for Messrs. Lawrence, Johnson, Ford, McCabe, Ennis, and Mullican. These additional grants for Messrs. Lawrence, Johnson, Ford, McCabe, and Mullican were allocated across a mix of 50% performance-based RSUs which vest as described above, and 25% time-based RSUs and 25% time-based Options which both vest over three years ratably on each of the anniversaries of the grant date. Mr. Ennis’s awards were granted entirely in time-based RSUs which vest over three years ratably on each of the anniversaries of the grant date. Vesting of all equity incentive awards is subject to continued service to the Company. These additional equity incentive awards were designed to provide market competitive total compensation given their new roles and responsibilities and retain and motivate the recipients while aligning their long-term compensation to stockholder interests.

Say on Pay (“SOP”) Vote Result
At our 2023 Annual Meeting of Stockholders, 96.3% of votes cast were in support of the SOP proposal related to our executive compensation program for 2022. The Committee values stockholder input and considered the results of this vote. Given the strong level of support, the Committee did not make any changes to the compensation program as a result of this vote.
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Academy Sports and Outdoors, Inc. 37
What We Do/What We Don’t Do
We have implemented a number of compensation best practices in our program design.
What We Do
What We Don’t Do
üCommittee comprised solely of independent non-employee directors.x
We do not offer defined benefit pension arrangements or non-qualified deferred compensation plans or arrangements to our executive officers.
üCommittee conducts annual review and approval of our compensation strategy and performs an annual compensation risk assessment.x
We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments.
ü
Majority of compensation for our executive officers is “at risk” based on the Company’s performance, in the form of both short-term cash and long-term equity incentives to align the interests of our executive officers and stockholders.
x
We do not grant Options with exercise prices below fair market value and we will not reprice Options without stockholder approval.
ü
Executive officers generally participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried team members.
x
Our executive officers are prohibited from hedging our securities, pledging our securities as collateral for loans, or holding our securities in margins accounts.
ü
Options and RSUs granted to executive officers vest over multi-year periods. In addition, certain RSUs granted to our executive officers are subject to performance-based vesting requirements.
x
We do not apply single-trigger vesting to equity awards upon a change of control.
ü
Maintain a clawback policy covering our key compensation programs.
x
We do not pay dividends or dividend equivalents on any equity awards.
ü
Maintain stock ownership requirements for our NEOs.
ü
Apply a Company financial performance threshold gate for annual bonus payouts – the Company must achieve 80% of the Adj. EBIT target for participants to receive any annual bonus payout.
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38 Academy Sports and Outdoors, Inc.
2023 Executive Compensation Program Details
Executive Compensation Objectives and Philosophy
The goal of our executive officer compensation program is to create long-term value for our stockholders, reward our executive officers for superior financial and operating performance, and support retention in a competitive market environment. We believe the most effective way to achieve these objectives is to design an executive officer compensation program that drives the achievement of annual, long-term and strategic goals and that aligns executive officers’ interests with those of our stockholders. The following are the core elements of our executive officer compensation philosophy:
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Academy Sports and Outdoors, Inc. 39
Elements of 2023 NEO Compensation Program
There are three key elements of our executive officer compensation program:
Component
Purpose
Overview
Base salaryCompensate for services rendered each year
Based on position, experience, job responsibilities, market, internal pay equity, and individual performance
Annual cash incentive bonus
Encourage achievement of our corporate annual performance objectives
Reward those individuals who significantly
impact our corporate results
Company performance (weighted 90%)
-Adj. EBIT (weighted 45%)
-Net Sales (weighted 45%)
Individual performance (weighted 10%)
Long-term equity incentivesAlign executive officer and stockholder interests
by creating a link between executive compensation and our long-term performance
Performance-based RSUs (approximately 50% of the target annual equity incentive award) with a three (3) year cliff vesting schedule
 - 75% earned-based on achievement of three (3) year cumulative Adjusted Pre-Tax Income
 - 25% earned-based on achievement of three (3) year cumulative ROIC
Options (approximately 25% of the annual equity incentive award)
Time-based RSUs (approximately 25% of the annual equity incentive award)
The charts below illustrate that the majority of each NEOs annual total target compensation(1) for 2023 was performance-based and at-risk based on the Company’s performance:
CEO Pay Mix
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Executive Chairman Pay Mix
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NEO Pay Mix
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n Base Salary
n Annual Incentives
n Stock Options
n Performance RSUs
n Time RSUs
n Short-Term Compensation
n Long-Term Compensation
1.
Reflects fiscal year end base salary, year end annual target bonus, and all equity granted in the year (assuming target performance for performance-based RSUs).
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40 Academy Sports and Outdoors, Inc.
Base Salary
The base salaries of our NEOs are set based on position, experience, market, job responsibilities, individual performance, and internal pay equity. Adjustments to salary levels are typically considered annually as part of our performance review process, typically in the first quarter, but can also be made throughout the year, including in connection with a promotion or other change in job responsibilities.
The following table summarizes the base salaries of the NEOs. For Messrs. Lawrence, Hicks, Johnson, and Ennis, the timeframe shown is for 2022 and 2023, in each case at the salaries in effect on the last day of such fiscal year. For Messrs. McCabe and Ford, the salaries shown under the “Year End 2022 Base Salary” column are their respective salaries preceding their promotions in 2023 (for Mr. McCabe it was his salary as of June 24, 2023 and for Mr. Ford it was as of July 11, 2023) as opposed to the last day of fiscal 2022. For Mr. Mullican, the salary shown under the “Year End 2023 Base Salary” column is his salary as of November 18, 2023, the last day of his employment with the Company. The actual salary amounts earned by the NEOs for 2023 are reported in the Summary Compensation Table.
Name
Year End 2022 Base Salary
($)
Year End 2023 Base Salary
($)
Percentage Change
(%)
Rationale
Steve Lawrence
775,000
1,000,000
29.0
Salary was increased approximately 3.5% as part of the performance review in March 2023 to improve market competitiveness and after considering individual performance. Mr. Lawrence then received an increase of approximately 24.7% in connection with his promotion to CEO in June 2023 to provide a market-competitive base salary and position him appropriately relative to internal and external benchmarks given his new role and responsibilities.
Ken Hicks
1,100,000
700,000
-36.4
As part of his transition from Chairman, President and CEO to Executive Chairman, Mr. Hicks’s salary was reduced 36.4% in June 2023.
Sam Johnson
595,000
825,000
38.7
Salary was increased approximately 3.5% as part of the performance review in March 2023 to improve market competitiveness after considering individual performance. Mr. Johnson then received a base salary increase of approximately 17.7% in light of the assignment of additional responsibilities to him in June 2023 and then another increase of approximately 13.8% in connection with his promotion to President in October 2023 to provide a market-competitive base salary and position him appropriately relative to internal and external benchmarks given his new role and responsibilities.
Carl Ford
364,500
500,000
37.2
Mr. Ford received an increase of approximately 37.2% in connection with his promotion to EVP, CFO in July 2023 to provide a market-competitive base salary and position him appropriately relative to internal and external benchmarks given his new role and responsibilities.
Matt McCabe
325,000
500,000
53.9
Mr. McCabe received an increase of approximately 53.9% in connection with his promotion to EVP, CMO in June 2023 to provide a market-competitive base salary and position him appropriately relative to internal and external benchmarks given his new role and responsibilities.
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Academy Sports and Outdoors, Inc. 41
Name
Year End 2022 Base Salary
($)
Year End 2023 Base Salary
($)
Percentage Change
(%)
Rationale
Bill Ennis
458,500
550,000
20.0
Salary was increased approximately 3.6% as part of the performance review in March 2023 to improve market competitiveness and after considering individual performance. Mr. Ennis then received an increase of approximately 15.8% in connection with his promotion to EVP, CAO in January 2024 to provide a market-competitive base salary and position him appropriately relative to internal and external benchmarks given his new role and responsibilities.
Michael Mullican
695,000
825,000
18.7
Salary was increased approximately 3.5% as part of the performance review in March 2023 to improve market competitiveness after considering individual performance. Mr. Mullican then received an increase of approximately 14.7% in connection with his promotion to President in June 2023 to provide a market-competitive base salary and position him appropriately relative to internal and external benchmarks given his new role and responsibilities. Mr. Mullican resigned in November 2023.
2023 Executive Team Bonus Plan
Bonus Plan Design
We seek to tie a significant portion of NEO compensation to performance. To accomplish this objective, we provide our NEOs the opportunity to earn annual cash bonuses tied to the achievement of both Company (weighted 90%) and individual (weighted 10%) performance metrics. Each NEO may earn from 0% to 200% of their target bonus opportunity. Any earned bonus payments are generally subject to the NEO’s continued employment through the payment date, which typically occurs in April following the end of the applicable fiscal year.
During first quarter 2023, the Committee finalized and approved the performance metrics for the Executive Bonus Plan. In setting the goals described below, the Committee established what it believed were stretch goals that would incentivize and reward exceptional employee performance without any guarantee that we would meet or exceed any such metrics in the prevailing business environment.
For NEOs to be eligible to receive any payout under the Executive Bonus Plan, the Company must achieve a minimum Adj. EBIT result of at least 80% of the Adj. EBIT target set and approved by the Committee. If this threshold is not met, no bonuses will be paid under the Executive Bonus Plan.
Under the Executive Bonus Plan, the Company performance metrics represent 90% of each NEO’s annual bonus opportunity. For 2023, the Committee approved Adj. EBIT (with a reduced weighting of 45% from 50% the prior year) and Net Sales (with an increased weighting of 45% from 40% the prior year) as the two Company performance metrics under the Executive Bonus Plan. Adj. EBIT reflects the profitability of the Company inclusive of depreciation and amortization impacts. Net Sales reflect the primary means of growth for the Company. For the 2023 plan, the Committee, in consultation with FW Cook, and after a review of current market practices, changed the Executive Bonus Plan Company weightings to better align with our long-range financial growth strategy.
For the Company performance metrics, we use linear interpolation to determine the payout percentage where the level of achievement falls between minimum and target or target and maximum levels of achievement.
Under the Executive Bonus Plan, the individual performance metric represents 10% of each NEO’s annual bonus opportunity. The individual performance metric goals consisted of key merchandising, marketing, leadership, financial, and operational objectives which support our Company’s long-range strategies to achieve our vision to be the best sports and outdoors retailer in the country with a focus on both the results and the NEO’s demonstration of our values – Customer focus and service, Excellence in all we do, Responsible leadership, Students of the business, Integrity always, and Positive impact on
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42 Academy Sports and Outdoors, Inc.
our communities. In March 2023, Mr. Hicks, in his role as CEO, recommended individual performance goals for the NEOs other than himself to the Committee for its approval. The Committee set Mr. Hicks’s individual performance goals. With the leadership transitions and promotions of the NEOs, Mr. Lawrence, in his role as CEO, recommended amended individual performance goals for the NEO’s, other than Mr. Hicks (whose goals did not change) and himself, to the Committee for its approval. The Committee set Mr. Lawrence’s amended individual performance goals.
2023 Non-Executive Team Bonus Plan
Prior to becoming participants in the Executive Bonus Plan upon their respective promotions in June and July 2023, Messrs. McCabe and Ford were participants in the 2023 Non-Executive Bonus Plan. Much like the Executive Bonus Plan, we seek to tie a portion of our non-executive team member’s compensation to performance. To accomplish this objective, we provide participants in the Non-Executive Bonus Plan the opportunity to earn annual cash bonuses based on the achievement of specific metrics which are aligned with their positions.
The Non-Executive Bonus Plan is similar to the Executive Bonus Plan in that each participant may earn a percentage of their annual target bonus opportunity; for Mr. Ford it was 0% at a minimum up to a maximum of 200% and for Mr. McCabe it was 0% at a minimum and a maximum of 215%. Any earned bonus payments are generally subject to the participant’s continued employment through the payment date, which typically occurs in April following the end of the applicable fiscal year.
During first quarter 2023, Mr. Hicks, in his role as CEO, finalized and approved the performance metrics for the Non-Executive Bonus Plan. In setting the goals described below, Mr. Hicks established what he believed were stretch goals that would incentivize and reward exceptional employee performance without any guarantee that we would meet or exceed any such metrics in the prevailing business environment and would support the Executive Bonus Plan goals.
Similar to the Executive Bonus Plan, under the Non-Executive Bonus Plan, the Company must achieve 80% of the Adj. EBIT target set and approved by the Committee. If this threshold is not met, no bonuses will be paid.
Under the Non-Executive Bonus Plan, the Company performance metrics for Mr. Ford represented 90% of the annual bonus opportunity, weighted 45% on Adj. EBIT and 45% on Net Sales, while individual performance goals represented the remaining 10%. Similar to the Executive Bonus Plan, when Mr. Mullican set the individual performance goals for Mr. Ford under this plan the individual performance metric goals consisted of key leadership, financial, and operational objectives which support our Company’s long-range strategies to achieve our vision to be the best sports and outdoors retailer in the country with a focus on both the results and the NEO’s demonstration of our values. With Mr. Ford’s promotion to EVP, CFO, Mr. Lawrence, in his role as CEO, recommended to the Committee the amended individual performance goals for Mr. Ford to align both annual cash bonus plans individual metric goals for its approval. Mr. Ford’s achieved individual performance level was assessed holistically by Mr. Lawrence based on his evaluation of Mr. Ford’s level of achievement of the applicable quantifiable and qualitative measures for Mr. Ford’s individual performance metrics. Mr. Lawrence then recommended the performance level to the Committee for final approval. For Mr. McCabe, 100% of his annual bonus opportunity under the Non-Executive Bonus Plan was determined based on Company performance metrics with Adj. EBIT representing 20%, Total Company Merchant Net Sales at 50%, and Total Company Merchant Gross Margin dollars representing 30%.
For quantitative performance metrics, we use linear interpolation to determine the payout percentage where the level of achievement falls between minimum and target or target and maximum levels of achievement.
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Academy Sports and Outdoors, Inc. 43
Achievement of Performance Goals
2023 Executive Bonus Plan Company Performance Results
The following table summarizes the 2023 Executive Bonus Plan Company performance results:
Company
Performance
(weighted 90%)
Level of Achievement
Metrics 
Threshold
Target
Maximum
Achievement
Adj. EBIT*
Goal (in millions)
$748.0
$880.0
$1,012.0
$735.1
Goal as % of Target (%)
85.0
100.0
115.0
83.5
Payout as % of Target (%)50.0100.0200.0
0.0
Net Sales
Goal (in billions)
$6.30
$6.78
$7.11
$6.16
Goal as % of Target (%)93.0100.0
105.0
90.9
Payout as % of Target (%)50.0100.0200.0
0.0
*Adj. EBIT is a non-GAAP financial measure. See “Annex A - Reconciliations of GAAP to Non-GAAP Financial Measures” below for reconciliations of non-GAAP financial measures used in this Proxy Statement to their most directly comparable GAAP financial measures.
2023 Executive Bonus Plan Individual Performance Results
Following the completion of the fiscal year, Mr. Lawrence evaluated each NEO’s, other than himself and Mr. Hicks, individual performance achievement based on his holistic assessment of the extent to which each NEO’s individual contributions exceeded or fell short of their individual goals for the year, each NEO’s contribution to our overall Company performance, and their individual impact on advancing the Company’s strategic growth plan, while taking into account the NEO’s demonstration and role in modeling our values. Mr. Lawrence then recommended such performance assessments to the Committee for their final approval. The Committee determined Mr. Lawrence’s and Mr. Hicks’s performance achievements independently. The following table summarizes select 2023 achievements taken into account in determining their individual performance results for the NEOs excluding Mr. Mullican who voluntarily resigned in November 2023 and was not eligible for a 2023 Executive Bonus Plan payment.
Name & Position
2023 Individual Performance Attainment
2023 Individual Performance Achievements
Steve Lawrence
CEO
and
Ken Hicks
Executive Chairman
Achieved target
Successfully led the organization through the executive leadership transitions.
Under their leadership, the Company:
Returned over $330 million to shareholders through share repurchases, debt pay downs, and dividends while ending the year with more cash than the prior year.
Generated $536 million of cash from operating activities; deployed approximately $200 million primarily on growth initiatives.
Successfully opened 14 new stores and accomplished 19 store refreshes. Identified and filled the pipeline for new locations for 2024 and 2025 while balancing existing and new markets to support our long-range strategic goals.
Managed the Company’s inventory level while delivering a significant increase to in-stock percentage over 2022 while ending the year under inventory plan.
Progressed our new warehouse management system implementation and customer database platform.
Reduced key team member turnover while developing a more diverse talent pipeline to drive our long-range growth strategies.
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44 Academy Sports and Outdoors, Inc.
Name & Position
2023 Individual Performance Attainment
2023 Individual Performance Achievements
Sam Johnson
President
Achieved target
Successfully oversaw opening of 14 new stores and 19 store refreshes. Identified and filled the pipeline for new locations for 2024 and 2025 while balancing existing and new markets to support our long-range strategic goals.
Achieved the highest average annual customer service scores in Company history through improvement in service and sales training and leadership development initiatives.
Reduced key team member turnover while developing a more diverse talent pipeline to drive our new store growth strategy.
Progressed our new warehouse management system implementation.
Carl Ford
EVP, CFO
Achieved target
Returned over $330 million to shareholders through share repurchases, debt pay downs, and dividends while ending the year with more cash than prior year.
Generated $536 million of cash from operating activities; deployed approximately $200 million primarily on growth initiatives.
Achieved a higher EBITDA flow-through on upward sales flex and ended the year below the adjusted operating expense dollar budget.
Matt McCabe
EVP, CMO
Achieved target
Managed the Company’s inventory level while delivering a significant increase to in-stock percentage over 2022 while ending the year under inventory plan.
Drove differentiation through scaling up new and trending brands while adding new partnerships to drive traffic and brand recognition.
Executed leadership succession transitions within the merchant and planning organizations through 100% internal promotions while strengthening the external entry level pipeline to provide new leadership talent to backfill positions.
Bill Ennis
EVP, CAO
Achieved target
Instrumental in the successful executive leadership transitions.
Improved and helped drive enhanced service and sales training and leadership development initiatives in our store division facilitating the achievement of the highest average annual customer service scores in Company history.
Reduced key team member turnover while developing a more diverse talent pipeline to drive our long-range growth strategies.



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Academy Sports and Outdoors, Inc. 45
2023 Non-Executive Bonus Plan Individual Performance Results
The following table summarizes the 2023 Non-Executive Bonus Plan performance results for Messrs. McCabe and Ford:
Carl Ford
Level of Achievement
Metrics 
Threshold
Target
Maximum
Achievement
Adj. EBIT*
(weighted 45%)
Goal (in millions)
$748.0
$880.0
$1,012.0
$735.1
Goal as % of Target (%)
85.0
100.0
115.0
83.5
Payout as % of Target (%)50.0100.0200.0
0.0
Net Sales
(weighted 45%)
Goal (in billions)
$6.30
$6.78
$7.11
$6.16
Goal as % of Target (%)93.0100.0
105.0
90.9
Payout as % of Target (%)50.0100.0200.0
0.0
Individual Performance
(weighted 10%)
Goal as % of Target (%)
0.0
100.0
200.0
Achieved target(1)
1.Mr. Ford’s 2023 Non-Executive Bonus Plan individual performance goals and 2023 Executive Bonus Plan individual performance goals were the same. See detail above.
Matt McCabe
Level of Achievement
Metrics 
Threshold
Target
Maximum
Achievement
Company Merchant Net Sales**
(weighted 50%)
Goal (in Billions)
$6.12
$6.80
$7.48
$6.13
Goal as % of Target (%)
90.0
100.0
110.0
90.2
Payout as % of Target (%)
0.0
100.0200.0
1.6
Company Merchant Gross Margin $**
(weighted 30%)
Goal (in Billions)
$2.61
$2.90
$3.19
$2.61
Goal as % of Target (%)
90.0
100.0
110.0
90.2
Payout as % of Target (%)
0.0
100.0
250.0
2.0
Adj. EBIT*
(weighted 20%)
Goal (in millions)
$748.0
$880.0
$1,012.0
$735.1
Goal as % of Target (%)
85.0
100.0
115.0
83.5
Payout as % of Target (%)50.0100.0200.0
0.0
*Adj. EBIT is a non-GAAP financial measure. See “Annex A - Reconciliations of GAAP to Non-GAAP Financial Measures” below for reconciliations of non-GAAP financial measures used in this Proxy Statement to their most directly comparable GAAP financial measures.
**The “Company Merchant Net Sales” metric reflects all retail net sales attributable to sellable merchandise, but excludes non-merchandise sales such as gift cards, hunting/fishing licenses, uniforms, and services. The “Company Merchant Gross Margin $” metric is Company Merchant Net Sales less merchandise cost of goods sold (calculated based on an items’ initial cost excluding such items as freight and duty, but including shrink adjustments at cost, and including any vendor allowances collected). The “Company Merchant Gross Margin $” metric also has a payout modifier based on aged inventory dollars to goal. Such modifier may increase the payout for this metric by up to 25% (based on a 30% reduction in aged inventory $ to goal) or reduce the payout by up to 100% (with a 30% overage in aged inventory to goal) eliminating the payout entirely. This modifier attainment is reflected in the Threshold and Maximum “Payout as % of Target (%)” percentages as well as in the overall Achievement percentage. For Mr. McCabe’s overall Achievement percentage under the “Company Merchant Gross Margin $” metric, he achieved a 12.7% reduction in aged inventory which resulted in a 10% increase in payout, or approximately 18 bps added to the “Payout as % of Target (%)”.
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46 Academy Sports and Outdoors, Inc.
2023 Bonuses Earned
The following table summarizes the 2023 bonuses earned under the 2023 Executive Bonus Plan and the 2023 Non-Executive Bonus Plan (for Messrs. McCabe and Ford) based on actual performance, as compared to the target opportunity, for each of our NEOs:
Name

2023 Base Salary
($)(1)

Target Bonus
(%)(1)

Target Bonus Amount
($)
% of Target Bonus Earned for Achievement of
Company Performance Metrics
(%)
% of Target Bonus Earned for Achievement of Individual Performance Metric
(%)
Overall Achievement Factor of Target Bonus
(%)(2)
Final Bonus Payment
($)(3)
Steve Lawrence
934,356
156.8
1,488,882
0.0
10.0
10.0
148,888
Ken Hicks
832,615
138.2
1,199,717
0.0
10.0
10.0
119,972
Sam Johnson
825,000
125.0
1,031,250
0.0
10.0
10.0
103,125
Carl Ford
500,000
90.8
454,167
0.0
10.0
10.0
45,417
Matt McCabe
500,000
90.8
454,167
0.3
7.7
8.0
36,454
Bill Ennis
550,000
75.0
412,500
0.0
10.0
10.0
41,250
Michael Mullican(4)
1.Base Salary ($) and Target Bonus (%) were prorated for Messrs. Lawrence, Hicks, Johnson, Ford and McCabe per the terms of their amended employment agreements in connection with their respective role transitions for 2023. Mr. Ennis’s 2023 Target Bonus % was not adjusted in light of his promotion per the terms of his employment agreement which requires using the 2023 Executive Bonus Plan rules, since his promotion was after the 2023 Executive Bonus Plan proration cutoff of December 1, 2023. During 2023, our NEOs had the following target bonus percentage (of base salary) changes due to their promotions or transition:
a.Mr. Lawrence’s increased from 120% to 175% due to his promotion to CEO in June 2023.
b.Mr. Hicks’s decreased from 175% to 120% due to his transition to Executive Chairman in June 2023.
c.Mr. Johnson’s increased from 120% to 140% due to his promotion to President in October 2023.
d.Mr. Ennis’s increased from 75% to 120% due to his promotion to EVP, CAO in January 2024.
e.Messrs. McCabe’s and Ford’s increased from 50% to 120% due to their promotions to EVP, CMO in June 2023 and EVP, CFO in July 2023, respectively. They also moved from the 2023 Non-Executive Bonus Plan to the 2023 Executive Bonus Plan at time of their respective promotions.
2.Overall Achievement Factor of Target Bonus is the sum of the % of Target Bonus Earned for Achievement of Company Performance Metrics plus % of Target Bonus Earned for Achievement of Individual Performance Metric.
3.Bonus payments under the Bonus Plan were calculated by multiplying the NEO’s “2023 Base Salary ($)” by their “Target Bonus (%)”, which was then adjusted by an overall achievement factor of target bonus based on the combined weighted achievement of the Company and individual performance metrics. The following summarizes the amounts earned by Messrs. McCabe and Ford under the Executive Bonus Plan and Non-Executive Bonus Plan:
a.Mr. McCabe earned $1,454 under the Non-Executive Bonus Plan and $35,000 under the Executive Bonus Plan for a total of $36,454.
b.Mr. Ford earned $10,417 under the Non-Executive Bonus Plan and $35,000 under the Executive Bonus Plan for a total of $45,417.
4.Mr. Mullican voluntarily terminated his employment in November 2023 prior to the end of the fiscal year and was not eligible for a 2023 Executive Bonus Plan payment.
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Academy Sports and Outdoors, Inc. 47
Long-Term Equity Incentive Compensation
2023 Equity Incentive Awards
The Committee grants equity incentive awards of performance-based RSUs, Options and time-based RSUs to our NEOs annually as part of the overall compensation package. The Committee may also grant equity awards to address special situations that may arise from time to time. The use of long-term equity incentives creates a link between executive compensation and our long-term performance and growth, thereby creating alignment between executive officer and stockholder interests. The Committee considers market data and compensation peer practices, as well as the Company’s compensation strategy and place in the business cycle, to determine the appropriate mix of awards for participants.
The Committee, in consultation with FW Cook, and after review of market practices adopted a new equity award program in 2023 for our NEOs which consists of the following:
50% of the target grant value is in performance-based RSUs that may be earned at 0% to 200% of target based on achievement of two performance metrics, Adjusted Pre-Tax Net Income (weighted approximately 75%) and ROIC (weighted approximately 25%), each measured over a 3-year performance period covering fiscal 2023 - fiscal 2025. These metrics were selected by the Committee because of their alignment to our long-range strategic plans and long-term shareholder interests.
If the metric achievement is 115% or higher of the target metric goal, then 200% of the shares granted for the metric will be earned. If the metric achievement is 85% of the target metric goal, then 50% of the granted shares will be earned. If the metric achievement is between 115% and 85%, then we use linear interpolation to determine the number of shares earned. Shares earned are rounded down to the nearest whole share. No shares are earned for performance below 85% of the target metric.
25% of the target grant value is in time-based Options that vest ratably over three years subject to continued service.
25% of the target grant value is in time-based RSUs that vest ratably over three years subject to continued service.
In 2023, the Committee added retirement vesting terms to all NEOs’ 2023 equity awards. As defined in the 2023 equity award agreements, “Retirement” refers to a NEO’s voluntary termination of continuous service to the Company after the NEO has achieved all of the following: (i) attained age 55; (ii) completed at least five years of continuous service to the Company; and (iii) the total of the NEO’s full years of age and the full years of continuous service to the Company is at least 70 years. In such event of a termination of continuous service, unvested equity awards will continue to vest as follows:
Time-based Options and RSUs: Any unvested Options and RSUs remain outstanding and eligible to vest on each applicable vesting date as if the NEO had remained in continuous service to the Company. The vesting of Options and RSUs is not accelerated.
Performance-based RSUs: Any unvested performance-based RSUs remain outstanding and a prorated number of shares, based on the NEO’s Retirement date, are eligible to be earned and vest if the Company achieves, at minimum, the threshold goal result for the performance metric(s) on the applicable vesting date as if the NEO had remained in continuous service. The earning and vesting of the performance-RSUs is not accelerated.
The only NEO who was “Retirement” eligible in 2023 was Mr. Hicks.
In 2023, the Committee also added limited vesting acceleration to all NEOs’ 2023 performance-based RSUs in connection with a death or disability termination. Upon a termination due to death or disability, a pro-rata portion of the NEO’s performance-based RSUs will immediately vest equal to the target number of RSUs granted multiplied by a fraction with a numerator equal to, the higher of, either twelve months or the number of full months completed during the 36-month performance period and a denominator equal to the 36-month performance period.
This mix of equity awards, metrics, and terms were selected by the Committee to align an appropriate level of performance-based variable pay with incentive opportunities, while being market competitive and in alignment with stockholder interests.
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48 Academy Sports and Outdoors, Inc.
On March 21, 2023, the Company granted the following Options with an exercise price of $64.67, reflecting the closing price on the date of grant, and the following performance-based and time-based RSUs to our NEOs:
NEO# of Options
$ Value of Options(2)
Target # of Performance-Based RSUs
$ Value of Performance Based RSUs(2)
# of Time-Based RSUs
$ Value of Time-Based RSUs(2)
Steve Lawrence
12,529374,99311,597749,9785,798374,957
Ken Hicks
62,6461,874,99557,9863,749,95528,9931,874,977
Sam Johnson
12,529374,99311,597749,9785,798374,957
Carl Ford(1)
3,865249,950
Matt McCabe(1)
3,865249,950
Bill Ennis
7,517224,9846,958449,9743,479224,987
Michael Mullican
12,529374,99311,597749,9785,798374,957
1.Messrs. McCabe’s and Ford’s annual grants were granted as part of the non-executive officer team equity program, under which 100% of the annual equity award was granted in the form of time-based RSUs with three (3) year annual ratable vesting from the grant date.
2.The amounts reported in these columns represent the grant date fair value of the Options, time-based RSUs, and performance-based RSUs granted to each of the NEOs in 2023, computed in accordance with FASB Accounting Standards Codification Topic 718. The valuation assumptions used in determining such amounts are described in Note 9, Share-Based Compensation to our audited consolidated financial statements incorporated by reference in this Proxy Statement. The grant date fair value of the performance-based RSUs, is based upon the probable outcome of the performance conditions at the date of grant and assumes the “target” level of performance is achieved.
2023 Special Equity Incentive Awards
During 2023, the Company executed its senior leadership succession plan, and in connection with this process made equity incentive awards to align the executives’ total incentive opportunity with their new roles. In addition, Mr. Ennis in his role of SVP, CHRO received an additional equity award to recognize his significant contribution to this important process. In determining the appropriate size of such awards, the Committee, in consultation with FW Cook, examined internal and external benchmarks and developed market-competitive equity awards in alignment with our compensation philosophy and business strategy. The Company granted the following additional Options, performance-based RSUs, and time-based RSUs to our NEOs. Except as set forth in the notes to the table below, approximately 50% of the targeted award value for each such award was delivered in the form of performance-based RSUs, approximately 25% in time-based Options (with the exercise price equal to the closing price per share on the date of grant) and approximately 25% in time-based RSUs. Such awards were subject to the same vesting and, with respect to the performance-based RSUs, performance conditions described above for the annual 2023 awards.
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Academy Sports and Outdoors, Inc. 49
NEO
# of Options
$ Value of Options(7)
Target # of Performance-Based RSUs
$ Value of Performance Based RSUs(7)
# of Time-Based RSUs
$ Value of Time-Based RSUs(7)
Steve Lawrence(1)
60,1921,499,98559,5002,999,99029,7501,499,995
Sam Johnson(2)
14,858374,98614,113749,9377,056374,941
Carl Ford(3)
9,838
249,984
9,727
499,968
4,863249,958
Matt McCabe(4)
9,838
249,984
9,727
499,968
4,863249,958
Bill Ennis(5)
9,672549,981
Michael Mullican(6)
30,096749,99229,7501,499,99514,875749,998
1.With Mr. Lawrence’s promotion to CEO in June 2023, he received an equity incentive award on June 9, 2023.
2.Mr. Johnson received two additional equity awards in 2023 as described below:
i.For assuming additional responsibilities with the leadership transitions in June 2023, he received an equity incentive award on June 9, 2023.
ii.With Mr. Johnson’s promotion to President in October 2023, he received an equity incentive award on December 5, 2023.
3.With Mr. Ford’s promotion to EVP, CFO in July 2023, he received an equity incentive award on September 6, 2023.
4. With Mr. McCabe’s promotion to EVP, CMO in June 2023, he received an equity incentive award on September 6, 2023.
5. Mr. Ennis received two additional equity awards in 2023 as described below.
i.In recognition for his role in the leadership transitions and to increase the retentive value of his long term incentive awards, Mr. Ennis received an equity incentive award on June 9, 2023 with a grant date value of $249,982. 100% of such award was delivered in the form of time-based RSUs that vest annually over three years from the date of grant, subject to continued service through the applicable vesting date.
ii.With Mr. Ennis’s promotion to EVP, CAO in January 2024, he received an equity incentive award on January 16, 2024 with a grant date value of $299,999. 100% of such award was delivered in the form of time-based RSUs that vest annually over three years from the date of grant, subject to continued service through the applicable vesting date.
6. With Mr. Mullican’s promotion to President, he received an equity incentive award on June 9, 2023.
7.    The amounts reported in these columns represent the grant date fair value of the Options, time-based RSUs, and performance-based RSUs granted to each of the NEOs in 2023, computed in accordance with FASB Accounting Standards Codification Topic 718. The valuation assumptions used in determining such amounts are described in Note 9, Share-Based Compensation to our audited consolidated financial statements incorporated by reference in this Proxy Statement. The grant date fair value of the performance-based RSUs, is based upon the probable outcome of the performance conditions at the date of grant and assumes the “target” level of performance is achieved.
Looking Ahead - Changes Impacting the 2024 Long-Term Equity Incentive Plan and 2024 Annual Incentive Awards
For 2024, the Committee modified the equity award program for our NEOs to eliminate Options. Instead, 50% of the target award value was granted in the form of performance-based RSUs generally subject to the same performance metrics that applied to the 2023 grants and 50% of the target award value was granted in the form of time-based RSUs that vest annually over three years from the date of grant subject to continued service.
On March 26, 2024, the Company granted the NEO’s annual equity target awards consisting of performance-based and time-based RSUs using the new 2024 equity award structure described above. Mr. Hicks did not receive a 2024 annual executive equity incentive award in light of his change in positions with the Company.
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Other Compensation
General Benefits
Our NEOs are eligible to participate in the Company’s general benefit plans on the same terms as other team members. These plans include medical, dental and vision benefits, short-term disability, long-term disability, an Employee Stock Purchase Plan, a 401(k) Plan, and a 20% employee discount on merchandise purchased in the Company’s stores or through our website.
Perquisites and Other Benefits
The perquisites and other personal benefits described below are provided to the applicable NEOs to eliminate potential distractions from performing their regular job duties and to promote productivity, health and well-being. We believe the cost of these programs is counterbalanced by an increase in productivity by the NEOs receiving access to them. All of the perquisites and personal benefits described below have been approved by the Committee.
In order to maintain competitiveness in the market as well as to maintain continuity of leadership by encouraging physical and financial well-being, the Committee approved reimbursement for annual physicals up to $2,000. The Company also provides each NEO with up to $5,000 in reimbursements for financial planning services. Neither of these perquisites have a tax gross-up component.
Pursuant to the terms of his previous employment agreement governing Mr. Hicks’s former role as Chairman, President, and CEO, the Company: (i) agreed to pay directly or reimburse him for reasonable monthly rent and utilities costs for a rental apartment in the Katy, Texas area, (ii) provided use of a Company-owned vehicle when in Katy, Texas (with Company paid maintenance and insurance costs with respect to such vehicle), and (iii) agreed to pay directly or reimburse him on a monthly basis for reasonable and necessary expenses incurred in connection with periodic travel from work in Katy, Texas to his residence in California. In addition, he was entitled to receive from the Company on a monthly basis an additional payment in an amount sufficient to indemnify him on a net after-tax basis for any income tax associated with the provision of any of the perquisites described above. Mr. Hicks’s employment agreement was amended and these perquisites were discontinued as of July 2, 2023, in connection with Mr. Hicks’s transition to the Executive Chairman role.
The Company partners with various athletic organizations for business purposes and these organizations may include tickets to their events as part of our partnership with them. The Company prioritizes the use of these tickets for business purposes and then secondarily NEOs and team members may have the opportunity to use these tickets for personal use with management oversight. There is no incremental cost to the Company for providing these individual tickets to team members and therefore no amount is included in the Summary Compensation Table with respect to this benefit.
How We Set Compensation
Role of the Committee
The Committee is comprised solely of independent non-employee directors. The Committee’s primary responsibilities are to determine the compensation of our CEO and other executive officers, evaluate our CEO’s performance, and administer our executive officer compensation and benefit programs. The Committee’s charter is described earlier in this Proxy Statement and available in the corporate governance section of our investor relations website at investors.academy.com.
When selecting and setting the amount of each compensation element, the Committee generally considers the following factors:
our performance against the financial and operational objectives established by the Committee;
each individual executive officer’s skills, experience, and qualifications relative to other similarly-situated executive officers at the companies in our compensation peer group;
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the scope of each executive officer’s role compared to other similarly situated executive officers at the companies in our compensation peer group;
the performance of each individual executive officer, based on a subjective assessment of their contributions to our overall performance, ability to lead their business unit or function, and work as part of a team, all in furtherance of our core values;
internal pay equity among our executive officers, including the NEOs (other than our CEO);
our performance relative to our compensation peer group; and
the compensation practices of our compensation peer group and how each executive officer’s target compensation compares to a ranking of similar positions in our compensation peer group.
In determining the amount of long-term equity incentive compensation for our executive officers as part of its annual compensation review, the Committee also considers the accounting impact of the proposed awards on our earnings and the proportion of our total shares outstanding used for annual employee long-term equity incentive compensation awards, or burn rate, in relation to the median proportions of the companies in the retail sector benchmarks.
These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer. No single factor is determinative in setting pay levels, nor is the impact of any factor on the determination of pay levels quantifiable. The Committee retains significant authority to adjust the compensation levels of our executive officers based on the foregoing, as well as other factors that it may deem appropriate to achieve our overall compensation goals.
Role of Executive Compensation Team
In discharging its responsibilities, the Committee works with members of our executive compensation team (i.e., our CEO, Executive Chairman, CAO, and Vice President of Compensation, Benefits, Human Resources Operations, and Payroll). The executive compensation team assists the Committee by providing information on our performance and the individual performance of our executive officers, as well as market and industry data, and the executive compensation team’s perspective and recommendations on compensation matters. The Committee solicits and considers our executive compensation team’s recommendations and proposals with respect to adjustments to base salaries, annual cash bonus opportunities, long-term incentive compensation opportunities, perquisites, program structures, and other compensation-related matters for our executive officers. The Committee reviews and discusses these recommendations and proposals with some or all of the members of our executive compensation team and uses them as one factor in determining and approving the compensation for our executive officers. In addition, the level of attainment of each individual NEOs performance goals pursuant to the Company’s Executive Team Bonus Plan (described in “2023 Executive Team Bonus Plan”) is recommended by our CEO (other than with respect to his own and Mr. Hicks, which were both determined by the Committee) to the Committee for its final approval. The executive officers on the executive compensation team recuse themselves from all Committee deliberations regarding their own individual compensation.
Role of Compensation Consultant
Pursuant to its charter, the Committee has the authority to retain the services of external advisors, including compensation consultants, legal counsel, and other advisors, to assist in the performance of its responsibilities. For 2023, the Committee retained an independent nationally recognized executive compensation consultant, FW Cook. FW Cook performs no work for management and reports directly to the Committee. The Committee assessed the independence of FW Cook based on standards promulgated by the SEC and concluded that no conflicts of interest exist that would prevent FW Cook from serving as an independent consultant to the Committee.
For 2023, the Committee utilized FW Cook for general input and guidance on components of our executive officer compensation program. FW Cook also advised the Committee with respect to developing a compensation benchmarking peer group and market data for base salary, annual bonus, long-term equity compensation, and perquisites for similarly situated executive officers in the Company’s compensation peer group. FW Cook also advised the Committee on general executive compensation program elements and design.
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How We Determine and Use our Compensation Peer Group
For purposes of comparing our executive compensation against the competitive market, the Committee reviews and considers the compensation levels and practices of a group of comparable retail companies. In December 2022, the Committee, with the input of data and analysis from FW Cook developed and approved the compensation peer group immediately below which we used in 2023 for purposes of understanding the competitive market (“2023 Peer Group”):
American Eagle
Carter’s
Foot Locker
Signet Jewelers
Urban Outfitters
Bath & Body Works
Designer Brands
Hibbett
The Gap
Williams-Sonoma
Burlington Stores
DICK’s Sporting Goods
Ross Stores
Tractor Supply Company
Caleres
Five Below
Sally Beauty Holdings
Ulta Beauty
The companies in the 2023 Peer Group were selected using the following criteria:
Appropriate revenue size;
Companies primarily in the retail business;
Similar business model and/or products; and
Companies that compete with us for executive talent.
Based on the criteria established for inclusion, the Committee determined to remove AutoZone, Big Lots, and GameStop, while adding American Eagle, Bath & Body Works, Caleres, Five Below, Hibbett and Ross Stores to the 2023 Peer Group.
The 2023 Peer Group was used by the Committee during 2023 as a reference for understanding the compensation practices of companies in our sector. To analyze the compensation practices of the companies in our 2023 Peer Group, FW Cook gathered data for the peer group companies from public filings (primarily proxy statements). This market data was then used as a reference point for the Committee to assess our current compensation levels in the course of its deliberations on compensation forms and amounts.
Employment Agreements
We have entered into employment agreements with each of our NEOs and all of our other executive officers to help retain these executive officers who are key to the future success of the Company. For additional information regarding our NEO employment agreements in effect during 2023, see “Employment Agreements with NEOs.”
Stock Ownership Guidelines
We have adopted meaningful stock ownership guidelines for our officers. The following table summarizes the guidelines in effect during 2023:
Covered PositionMultiple of PayApplicable Pay
Executive Chair
5.0x
Annual base salary
CEO
5.0xAnnual base salary
President and Executive Vice Presidents
3.0xAnnual base salary
Senior Vice Presidents – executive team2.0xAnnual base salary
Senior Vice Presidents – non-executive team1.0xAnnual base salary
Vice Presidents0.5xAnnual base salary
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If an officer has not met the required levels of ownership within a five-year prescribed timeframe, they will be required to retain 100% of the net shares acquired or held under any Company equity award until they meet their applicable required ownership guidelines. The following holdings are counted as eligible securities:
shares of common stock owned outright by the individual, or jointly with or separately by the individual’s spouse;
shares of common stock held in trust for the benefit of the individual,
shares of common stock held in the Company’s 401(k) Plan,
performance-based restricted stock and RSUs that have met the performance criteria but have not yet vested and/or settled; and
time-based restricted stock and RSUs.
Unearned performance-based restricted stock, unearned performance-based RSUs, and Options do not count as eligible securities under the guidelines. All of our currently employed NEOs are in compliance with these stock ownership guidelines or are within the five-year prescribed timeframe for complying with these stock ownership requirements.
Clawback Policy
We have adopted a clawback policy which provides for the recoupment of certain incentive compensation if the Committee determines that the incentive compensation of any executive officer was overpaid, in whole or in part, as a result of a financial restatement due to the Company’s material noncompliance with financial reporting requirements under the federal securities laws. In 2023, the Committee amended the policy to conform with the listing standards adopted by NASDAQ implementing Rule 10D-1.
Prohibition on Hedging and Pledging of Company Stock
Our Insider Trading Policy requires executive officers and directors to consult and be pre-cleared by our General Counsel prior to engaging in transactions involving the Company’s securities. Directors and executive officers are prohibited from hedging or monetization transactions including, but not limited to, variable forward contracts, equity swaps, collars and exchange funds, or from trading in options, warrants, puts and calls or similar instruments on the Company’s securities or establishing a short position in the Company’s securities. Our Insider Trading Policy also prohibits our directors, officers and team members from purchasing the Company’s securities on margin, or borrowing against any account in which the Company’s securities are held, or pledging the Company’s securities as collateral for a loan.
Compensation Risk Assessment
Annually, the Committee, together with management and the Committee’s compensation consultant, conducts an analysis to determine whether any risks arising from compensation policies and practices are reasonably likely to have a material adverse effect on the Company in light of our overall business, strategy, and objectives. Management, in concert with the Committee and the Committee’s compensation consultant, reviews and evaluates both cash and equity incentive plans across executive and non-executive team member populations, as well as other compensation-related policies to which our team members are subject. This assessment evaluates both;
material enterprise risks related to our business that may be exacerbated by compensation policies and practices, and
the potential risks arising from attributes in our compensation practices, performance criteria, pay mix, and verification of performance results.
Based on this assessment, the Committee has determined that the risks arising from the Company’s compensation plans and policies are not reasonably likely to have a material adverse effect on the Company.
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Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussion with management, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Annual Report.
Submitted by the Compensation Committee of the Company’s Board of Directors:
Compensation Committee Members:
Beryl Raff, Chair
Tom Nealon
Jeff Tweedy









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Summary Compensation Table
The following table summarizes the compensation of our NEOs for 2023, 2022, and 2021. Messrs. Ford, McCabe, and Ennis were not NEOs for fiscal 2022 or fiscal 2021.

Name and
Principal Position
Year
Salary
($)(1)
Stock Awards
($)(2)
Option Awards
($)(3)
Non Equity Incentive Plan Compensation
($)(4)
All Other Compensation
($)(5)

Total
($)
Steve Lawrence
CEO
2023
949,100
5,624,921
1,874,978
148,888
29,513
8,627,400
2022
772,346
332,984
666,991
760,772
23,406
2,556,499
2021
748,615
1,329,948
669,997
1,804,800
22,504
4,575,864
Ken Hicks
Executive Chairman, and former CEO
2023
848,846
5,624,931
1,874,995
119,972
648,338
9,117,082
2022
1,100,000
2,497,479
5,002,491
1,574,715
1,183,119
11,357,804
2021
1,100,000
1,649,980
3,349,049
3,850,000
1,535,264
11,484,293
Sam Johnson
President
2023
728,473
2,249,813
749,979
103,125
29,345
3,860,735
2022
592,981
332,984
666,991
584,076
25,381
2,202,413
2021
544,765
1,296,966
602,989
1,386,000
24,565
3,855,285
Carl Ford
EVP, CFO
2023
447,014
999,875
249,984
45,417
21,413
1,763,703
Matt McCabe
EVP, CMO
2023
437,442
999,875
249,984
36,454
20,374
1,744,129
Bill Ennis
EVP, CAO
2023
489,443
1,224,942
224,984
41,250
27,900
2,008,519
Michael Mullican
Former CFO and President
2023
627,700
3,374,928
1,124,985
16,899
5,144,512

2022
692,692
332,984
666,991
682,240
25,392
2,400,299
2021
606,219
1,329,948
669,997
1,620,000
24,971
4,251,135
1.The amounts reported in this column represent the NEO’s base salary earned during the specified fiscal year and reflect the mid-year adjustments for 2023.
2.The amounts reported in this column represent the grant date fair value of the RSUs granted to each of the NEOs in the specified fiscal year, computed in accordance with FASB Accounting Standards Codification Topic 718. The grant date fair value of the performance-based RSUs granted in 2023 is based upon the probable outcome of the performance conditions at the date of grant and assumes the “target” level of performance is achieved. If the highest level of performance condition for the awards were achieved (200%), the aggregate grant date value of such for each of the NEOs would be as follows: Mr. Lawrence $7,499,936, Mr. Hicks $7,499,910, Mr. Johnson $2,999,830, Messrs. Ford and McCabe $999,936 each, Mr. Ennis $899,948, and Mr. Mullican $4,499,946. The valuation assumptions used in determining such amounts are described in Note 9, Share-Based Compensation to our audited consolidated financial statements included in our Annual Report for 2023.
3.The amounts reported in this column represent the grant date fair value of the Options granted to each of the NEOs in the specified fiscal year, computed using a Black-Scholes option-pricing model in accordance with FASB Accounting Standards Codification Topic 718. The valuation assumptions used in determining such amounts are described in Note 9, Share-Based Compensation to our audited consolidated financial statements included in our Annual Report for 2023.
4.The amounts reported in this column represent the annual incentive bonus amounts earned by each NEO pursuant to the Company’s applicable annual cash bonus plan and/or their employment agreement for each fiscal year.
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5.For a description of our perquisites, see “Other Compensation - Perquisites and Other Benefits” in the Compensation Discussion and Analysis. The table below summarizes the items included in the “All Other Compensation” for each NEO for 2023:
NameFinancial Planning Services
($)
Executive Physical
($)
Perquisites Pursuant to Employment Agreement
($)
401(k) Plan Employer Matching Contribution
($)
Total All Other Compensation
($)
Steve Lawrence
5,0002,000
22,51329,513
Ken Hicks
5,0002,000
623,500*
17,838648,338
Sam Johnson
5,0002,000
22,34529,345
Carl Ford
21,41321,413
Matt McCabe
2,000
18,37420,374
Bill Ennis
5,0002,000
20,90027,900
Michael Mullican
1,913
14,98616,899
(*) This amount includes:
i.$19,853 for monthly rent and utilities costs (including electric, gas, water, alarm, cable, housekeeping and internet but excluding meals and laundry) for a furnished rental apartment in the Katy, Texas area, as well as a $25,350 tax-gross up on these amounts per Mr. Hicks’s employment agreement;
ii.$5,105 for use of a Company-owned vehicle when in Katy, Texas and all maintenance and insurance costs with respect to such vehicle (calculated as described below), as well as a $6,518 tax gross-up on the cost of the Company vehicle usage; and
iii.$539,567 for expenses incurred in connection with periodic travel from work in Katy, Texas to his residence in California (including jet card payments for private air travel, cost of meals on the flights and for transportation to and from airports), as well as $27,107 tax-gross up on the cost of flights and transportation to and from his flights to his home.
We calculated the incremental cost to us for Mr. Hicks’s personal use of a Company vehicle (including commuting and business travel not considered directly and integrally related to the performance of his duties) based on the depreciation expense, cost of insurance, and operating costs, such as fuel and maintenance, related to such travel. The incremental costs of personal trips using other ground transportation arrangements, such as vehicle services, are valued at the actual cost to us. As noted above, these perquisites were all discontinued on July 2, 2023, in connection with Mr. Hicks’s transition to the Executive Chairman role.

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Grants of Plan Based Awards in 2023
The following table provides information with regard to 2023 grants to the NEOs under any incentive plan during 2023. For additional information regarding non-equity incentive plan awards, please see “2023 Executive Team Bonus Plan.” For additional information regarding equity incentive plan awards, please see “Long-Term Equity Incentive Compensation.”
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
Estimated Future Payouts Under Equity Incentive Plan Awards
All Other Stock Awards: Number of Shares of Stock
 (#)
All Other Option Awards: Number of Securities Underlying Options
(#)
Exercise or Base Price of Option Awards
($/share)
Grant Date Fair Value of Stock and Option Awards
($)(3)
Name
Award Type(2)
Grant DateThreshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Steve Lawrence
Annual Bonus744,4411,488,8822,977,764
Performance RSUs3/21/20235,79811,59723,194749,978
Options3/21/202312,52964.67374,993
Time RSUs
3/21/20235,798374,957
Performance RSUs6/9/202329,75059,500119,0002,999,990
Options6/9/202360,19250.421,499,985
Time RSUs
6/9/202329,7501,499,995
Ken Hicks
Annual Bonus599,8591,199,7172,399,434
Performance RSUs3/21/202328,99357,986115,9723,749,955
Options3/21/202362,64664.671,874,995
Time RSUs
3/21/202328,9931,874,977
Sam Johnson
Annual Bonus515,6251,031,2502,062,500
Performance RSUs3/21/20235,79811,59723,194749,978
Options3/21/202312,52964.67374,993
Time RSUs
3/21/20235,798374,957
Performance RSUs6/9/20232,4794,9589,916249,982
Options6/9/20235,01650.42124,999
Time RSUs
6/9/20232,479124,991
Performance RSUs12/5/20234,5779,15518,310499,955
Options12/5/20239,84254.61249,987
Time RSUs
12/5/20234,577249,950
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Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
Estimated Future Payouts Under Equity Incentive Plan Awards
All Other Stock Awards: Number of Shares of Stock
 (#)
All Other Option Awards: Number of Securities Underlying Options
(#)
Exercise or Base Price of Option Awards
($/share)
Grant Date Fair Value of Stock and Option Awards
($)(3)
Name
Award Type(2)
Grant DateThreshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Carl Ford
Annual Bonus175,000350,000700,000
Annual Bonus: Non-Executive
52,084104,167208,334
Time RSUs
3/21/20233,865249,950
Performance RSUs9/6/20234,8639,72719,454499,968
Options9/6/20239,83851.40249,984
Time RSUs
9/6/20234,863249,958
Matt McCabe
Annual Bonus175,000350,000700,000
Annual Bonus: Non-Executive
52,084104,167223,959
Time RSUs
3/21/20233,865249,950
Performance RSUs9/6/20234,8639,72719,454499,968
Options9/6/20239,83851.40249,984
Time RSUs
9/6/20234,863249,958
Bill Ennis
Annual Bonus206,250412,500825,000
Performance RSUs3/21/20233,4796,95813,916449,974
Options3/21/20237,51764.67224,984
Time RSUs
3/21/20233,479224,987
Time RSUs
6/9/20234,958249,982
Time RSUs
1/16/20244,714299,999
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Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
Estimated Future Payouts Under Equity Incentive Plan Awards
All Other Stock Awards: Number of Shares of Stock
 (#)
All Other Option Awards: Number of Securities Underlying Options
(#)
Exercise or Base Price of Option Awards
($/share)
Grant Date Fair Value of Stock and Option Awards
($)(3)
Name
Award Type(2)
Grant DateThreshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Michael Mullican
Annual Bonus529,0631,058,1252,116,250
Performance RSUs3/21/20235,79811,59723,194749,978
Options3/21/202312,52964.67374,993
Time RSUs
3/21/20235,798374,957
Performance RSUs6/9/202314,87529,75059,5001,499,995
Options6/9/202330,09650.42749,992
Time RSUs
6/9/202314,875749,998
1.Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column relate to amounts payable to each NEO with respect to 2023 under the Executive Bonus Plan (and for Mr. Ford and Mr. McCabe, the Non-Executive Bonus Plan) at threshold, target and maximum levels of performance, in each case calculated by multiplying each NEO’s fiscal year end base salary level by the applicable percentage at which the bonus would pay out based on the combined weighted achievement of the Company and individual performance metrics at each such level. The actual amounts paid to our NEOs are set forth in the “Summary Compensation Table” above and the calculation of the actual amounts paid is discussed more fully in “2023 Executive Team Bonus Plan” above.
2.The vesting schedule applicable to each Option, time-based RSU, and performance-based RSU award is set forth in the “Outstanding Equity Awards at 2023 Fiscal Year End Table” table.
3.The amounts reported in this column represent the grant date fair value of the Options, time-based RSUs, and performance-based RSUs granted to each of the NEOs in 2023, computed in accordance with FASB Accounting Standards Codification Topic 718. The valuation assumptions used in determining such amounts are described in Note 9, Share-Based Compensation to our audited consolidated financial statements incorporated by reference in this Proxy Statement. The grant date fair value of the performance-based RSUs, is based upon the probable outcome of the performance conditions at the date of grant and assumes the “target” level of performance is achieved.
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