SEC Filing | Academy Sports and Outdoors, Inc.

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aso-20230510


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

Academy Sports and Outdoors, Inc.

2023 Proxy Statement

Notice of

Annual Meeting of Stockholders

Thursday, June 1, 2023

8:00 a.m. Central Time

Academy Sports and Outdoors, Inc.

Corporate Headquarters - The Stadium

1540 North Mason Road

Katy, Texas 77449

*Figures as of fiscal year ended January 28, 2023

OUR MISSION

ACADEMY BY THE NUMBERS*

Provide FUN FOR ALL through strong assortments, value, and experience

Katy, Texas

~22,000

OUR VISION

Headquarters

Team Members

To be the BEST sports + outdoors retailer in the county

268 18

OUR VALUES

Distribution
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*

https://cdn.kscope.io/cf8ae8ee9211e024c196f94eec3b6e55-ASO_PPT Maps 2023_v5 with updated store numbers 03.2.23 CROPPEDv4.jpg

ASO

~$6.4B

Nasdaq ticker symbol

Fiscal 2022 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, sports & recreation, and footwear through both leading national brands and a portfolio of private label brands.

https://cdn.kscope.io/cf8ae8ee9211e024c196f94eec3b6e55-Cropped & resized Store Photo - High Res 000000000_190122_ACADEMY_STOREFRONT_003.jpg


Table of Contents	Notice of Annual Meeting of Stockholders	1
	Proxy Voting Methods	2
	Proxy Statement/Annual Meeting of Stockholders	3
	General Information/Questions and Answers about the Annual Meeting	3
	Election of Directors	9
	Board of Directors	9
	Board Composition and Matrix	9
	Nominees for Election to the Board of Directors	11
	Board Governance	17
	Board Oversight	17
	Corporate Governance Guidelines	17
	Director Independence	18
	Leadership Structure of the Board	18
	Executive Sessions	19
	Board Committees	19
	Board and Committee Meetings and Attendance	22
	Board and Committee Evaluations	23
	Director Nomination Process	23
	Director Qualification Criteria	24
	Director Orientation, Engagement, and Continuing Education	25
	Management Succession	25
	Environmental, Social, and Governance	25
	Board Oversight of Risk Management	26
	Code of Ethics	27
	Prohibition on Hedging and Pledging of Company Stock	27
	Communications with the Board	28
	Compensation of Directors	28
	Ratification of Appointment of Independent Registered Public Accounting Firm	31
	Audit and Non-Audit Fees	32
	Audit Committee Pre-Approval Policy	32
	Report of the Audit Committee	33
	Non-Binding Vote to Approve Executive Compensation	34
	Compensation Discussion and Analysis	35
	Compensation Committee Report	51
	Summary Compensation Table	52
	Grants of Plan Based Awards in 2022	54
	Outstanding Equity Awards at 2022 Fiscal Year End	55
	Option Exercises and Stock Awards Vested	57
	Employment Agreements	57
	Severance Arrangements	58
	Equity Award Accelerated Vesting	59
	Potential Payments Upon Termination of Employment or Change of Control	59
	CEO Pay Ratio	63
	Pay versus Performance	64
	Approval of First Amendment to the Company’s 2020 Omnibus Incentive Plan	69
	Key Features	70
	Description of the Amended Plan	71
	Federal Income Tax Consequences	76
	New Plan Benefits	77
	Awards Granted Under the Plan	78
	Ownership of Securities	79
	Transactions with Related Persons	82
	Stockholder Proposals for the 2024 Annual Meeting	83
	Householding of Proxy Materials	84
	Other Business	84
	Annex A - Academy Sports and Outdoors, Inc. 2020 Omnibus Plan (as proposed to be amended)	A-1
	Annex B - Reconciliations of GAAP to Non-GAAP Financial Measures	B-1

Basis of Presentation

All references below to “Academy," "we," "us," "our" or the "Company" refer to (1) prior to October 1, 2020, New Academy Holding Company, LLC, a Delaware limited liability company and the prior parent holding company of our operations, and its consolidated subsidiaries; and (2) on and after October 1, 2020, 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 2023 Proxy Statement of the Company. References to the “Annual Meeting” refers to the Company’s 2023 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,” and “2023,” or to such fiscal year relate to our fiscal years ended February 1, 2020, January 30, 2021, January 29, 2022, January 28, 2023, and February 3, 2024, 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 January 28, 2023 (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 or 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. 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.

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

Date and Time

8:00 a.m. Central Time, on Thursday, June 1, 2023

Place

Academy Sports and Outdoors, Inc.

Corporate Headquarters - The Stadium

1540 North Mason Road, Katy, Texas 77449

Record Date

You may vote at the Annual Meeting if you were a stockholder of record at the close of business on April 4, 2023.

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 three Class III director nominees named in the Proxy Statement.
	2	Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2023.
	3	Approval, by a non-binding advisory vote, the fiscal 2022 compensation paid to the Company’s named executive officers.
	4	Approval of the First Amendment to the Company’s 2020 Omnibus Incentive Plan, which, among other changes, increases the number of shares available for issuance thereunder.
	5	To consider such other business as may properly come before the Annual Meeting and any adjournment or postponements thereof.

This notice and the accompanying Proxy Statement, proxy card and 2022 Annual Report (the “proxy materials”) are first being made available to stockholders on or about May 12, 2023.

By Order of the Board of Directors,

Rene G. Casares
Senior Vice President, General Counsel, & Corporate Secretary

Dated: May 12, 2023

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 1, 2023

The Proxy Statement and the 2022 Annual Report are available at www.proxyvote.com.

2 Academy Sports and Outdoors, Inc.

Proxy Voting Methods


			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 May 31, 2023 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 4, 2023, you were a stockholder of record or held shares through a broker or bank, you may vote your shares by proxy at the 2023 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.

/ QR

To vote by proxy, if you are a stockholder of record:

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.

Academy Sports and Outdoors, Inc. 3

Proxy Statement
Annual Meeting of Stockholders

June 1, 2023

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 1, 2023, 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

WHAT AM I VOTING ON?

There are four proposals scheduled to be voted on at the Annual Meeting:

Proposal 1

Election of the three Class III 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 2023.

Proposal 3

Approval, by non-binding advisory vote, of the fiscal 2022 compensation paid to our named executive officers.

Proposal 4

Approval of the First Amendment to the Company’s 2020 Omnibus Incentive Plan, which, among other changes, increases the number of shares available for issuance thereunder.


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.

4 Academy Sports and Outdoors, Inc.


Q:
	WHO IS ENTITLED TO VOTE?	Stockholders of record as of the close of business on April 4, 2023 (the “Record Date”) may vote at the Annual Meeting. As of that date, there were 77,056,416 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.


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 Proposal Nos. 1, 3 and 4 will be considered non-routine matters, and that a broker will lack the authority to vote uninstructed shares at their discretion on such proposals. We expect that Proposal No. 2 will be considered a routine matter, and a broker will be permitted - but is not required - to exercise its discretion to vote uninstructed shares on this proposal. Note that whether a proposal is considered routine or non-routine is subject to stock exchange rules and final determination by the stock exchange. Even with respect to routine matters, some brokers are choosing 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 three 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.

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), the advisory vote to approve the compensation of our named executive officers (Proposal No. 3), and the vote to approve the First Amendment to the Company’s 2020 Omnibus Incentive Plan (Proposal No. 4), you may vote “FOR,” “AGAINST” or “ABSTAIN.” For each of Proposal Nos. 2, 3 and 4, 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 Nos. 3 and 4, broker non-votes, if any, will have no effect on the outcome of the proposal. You are not required to attend the Annual Meeting 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 Wendy Beck and Sharen Turney, 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.

HOW DOES THE BOARD RECOMMEND THAT I VOTE?

The Board recommends that you vote your shares:

“FOR”

each of the three 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 2023.

“FOR”

the approval, on a non-binding, advisory basis, of the fiscal 2022 compensation paid to our named executive officers.

“FOR”

the approval of the First Amendment to the Company’s 2020 Omnibus Incentive Plan, which, among other changes increases the number of shares available for issuance thereunder.


Q:
	WHO WILL COUNT THE VOTE?	Representatives of Broadridge Financial Solutions, our transfer agent, will tabulate the votes and act as inspectors of election.

6 Academy Sports and Outdoors, Inc.

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:

/ QR

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.

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.

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 May 31, 2023, 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 May 31, 2023. 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 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 (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.

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.

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:

/ QR

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 May 31, 2023.

In Person

Submitting a properly signed proxy card, which has a later date than your previous vote, and that is received no later than May 31, 2023.

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 May 31, 2023.

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 $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.

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, Board Committee charters, 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.

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 nine directors (and will increase to ten directors as noted below), eight of whom are independent.

Our Certificate of Incorporation provides for a classified Board currently divided into three classes. Ken Hicks, Beryl Raff and Jeff Tweedy constitute a class with a term that expires at the Annual Meeting (the “Class III Directors”); Brian Marley, Tom Nealon, Chris Turner and, as described in greater detail below, as of June 1, 2023, Steven (Steve) P. Lawrence, constitute a class with a term that expires at the Annual Meeting of Stockholders in 2024 (the “Class I Directors”); and Wendy Beck, Theresa Palermo, who was appointed to the Board on July 21, 2022, and Sharen Turney constitute a class with a term that expires at the Annual Meeting of Stockholders in 2025 (the “Class II Directors”). Ms. Palermo was recommended to the Board by a third-party search firm, and Mr. Lawrence was appointed to the Board, effective as of 12:01 a.m. Central Time on June 1, 2023, in connection with his succeeding Mr. Hicks as our Chief Executive Officer and Mr. Hicks’s transition to the Executive Chairman role, effective as of such date. For details, see the “Leadership Structure of the Board” below. Directors are elected by our stockholders to serve for three-year terms that expire on the date of an annual meeting of stockholders. One class of directors stands for election at each of our annual meetings of stockholders. The terms of our three current Class III directors expire on the date of the Annual Meeting, subject to the election and qualification of their successors. Upon the recommendation of the Nominating and Governance Committee (the “Governance Committee”), the Board has considered and nominated Ken Hicks, Beryl Raff and Jeff Tweedy to continue as Class III Director nominees for a three-year term expiring at the Annual Meeting of Stockholders in 2026. Action will be taken at the Annual Meeting for the election of these three Class III 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 Ken Hicks, Beryl Raff and Jeff Tweedy. Each of these nominees has indicated that he or she will be willing and able to serve as a director. If either 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, 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.

10 Academy Sports and Outdoors, Inc.

Board Composition Matrix

(Effective as of June 1, 2023)

W. Beck

K. Hicks

S. Lawrence

B. Marley

T. Nealon

T. Palermo

B. Raff

C. Turner

S. Turney

J. Tweedy

Total Number of Directors

Independence/Tenure/Class

Independent

Tenure (years)

Class

III

Term Expires

2025

2023

2024

2025

2023

2024

2025

2023

Gender Identity

Female

Male

Non-Binary Gender

Demographic Background

Black or African American

Hispanic or Latinx

White

Asian (including South Asian)

Native Hawaiian or Pacific Islander

Native American or Alaskan Native

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

Veteran

Average Age

Years

Gender Diversity

40%

4 Women

Ethnic Diversity

20%

2 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 June 1, 2023) 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/Finance					Merchandising
				8		5
Board Governance					Store Operations
			6				5
Cybersecurity					Sourcing/Manufacturing
	3					5
Digital/eCommerce					Strategic Planning
			7						10
Human Resources (incl. diversity, equity & inclusion)					Supply Chain/Logistics
		5						7
Marketing					Information Technology
				8			5

Academy Sports and Outdoors, Inc. 11

Nominees for Election to the Board of Directors

Set forth below is certain information regarding each Class III Director nominee. Beneficial ownership of equity securities of the Class III Director nominees is shown under “Ownership of Securities” below. Mr. Hicks was recommended to the Board by Kohlberg Kravis Roberts & Co., L.P. (“KKR”), the Company’s former private equity sponsor at the time, Mr. Tweedy was recommended to the Board by a member of the Board, and Ms. Raff was recommended to the Board by an independent director. As noted above, Mr. Hicks’s transition to Executive Chairman will take effect as of 12:01 a.m. Central Time on June 1, 2023.

Class III Director Nominees

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Ken C. Hicks

Chairman of the Board

Director Since: June 2020

Independent: No

Age: 70

Committee Membership: None

Board Class: III

Ken C. Hicks has served as the Chairman of the Board and as President and Chief Executive Officer since May 2018. As of June 1, 2023, he will transition to the Executive Chairman role. 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 until June 2020. Mr. Hicks previously served as President and Chief Executive Officer at Foot Locker, Inc. from August 2009 until February 2010, and also served as Chairman, President and Chief Executive Officer at Foot Locker, Inc. from February 2010 until November 2014, and as Executive Chairman at Foot Locker, Inc. from December 2014 until 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. Previously, Mr. Hicks served on the Board of Directors and its Compensation Committee of Whole Foods Market, Inc. from May 2017 until 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, operations, real estate, sourcing, supply chain, and logistics skills.

12 Academy Sports and Outdoors, Inc.

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Beryl B. Raff

Director Since: May 2021

Independent: Yes

Age: 72

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 until July 2022. Ms. Raff has served as the non-executive Chairman since July 2022. Before joining Helzberg Diamonds, from 2001 until 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 until 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 until 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 until 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, strategic, supply chain logistics, and talent management skills.

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Jeff C. Tweedy

Director Since: October 2020

Independent: Yes

Age: 60

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, having served as its Chief Executive Officer from November 2007 until March 2021, and previously as its Executive Vice President from February 1998 until March 2005. He has served on the Board of Directors of 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 until June 1996. Mr. Tweedy served as Vice President of Spike Lee from February 1992 until June 1993 and as East Coast Sales Manager of Ralph Lauren Womenswear from February 1990 until 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, and talent management skills.


						BOARD RECOMMENDATION The Board recommends that you vote “FOR” the election of each of the Class III Director nominees named above.

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. Mr. Lawrence’s appointment to the Board will take effect as of 12:01 a.m. Central Time on June 1, 2023.

Class I Directors

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Steve P. Lawrence

Director Since: June 2023

Independent: No

Age: 55

Committee Membership: None

Board Class: I

Steve P. Lawrence will serve as Chief Executive Officer of the Company and will serve on the Board effective June 1, 2023. Mr. Lawrence has served as the Executive Vice President and Chief Merchandising Officer of the Company since joining the Company in February 2019 and will continue to serve as Chief Merchandising Officer until a successor is appointed. 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, 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: 65

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 until 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 until 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 until 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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Tom M. Nealon

Lead Independent Director (or “Lead Director”)

Director Since: March 2021

Independent: Yes

Age: 62

Committee Memberships: Compensation; Audit (effective as of May 31, 2023)

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. Mr. Nealon has served as Senior Advisor of Southwest Airlines Co. since September 2021 and served as President of Southwest Airlines Co. from January 2017 until September 2021. Mr. Nealon also served as Executive Vice President Strategy & Innovation of Southwest Airlines Co. from January 2016 until January 2017. Mr. Nealon also served as Group Executive Vice President of J.C. Penney Company, Inc., a retail company, from August 2010 until 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 until November 2015, and on the Board of Directors and the Audit Committee of the Fossil Group, Inc. from April 2012 until 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, technology, cybersecurity, and customer service skills.

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Chris L. Turner

Director Since: December 2021

Independent: Yes

Age: 48

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 until 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 until December 2017 and Senior Vice President of Strategy for Frito-Lay from February 2016 until 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, technology, cybersecurity, and extensive financial skills.

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Class II Directors

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Wendy A. Beck

Director Since: December 2020

Independent: Yes

Age: 58

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 until March 2018. Prior to that, Ms. Beck served as Executive Vice President and Chief Financial Officer of Domino’s Pizza Inc. from 2008 until 2010, as Senior Vice President, Chief Financial Officer and Treasurer of Whataburger Restaurants, LP from 2004 until 2008 and as their Vice President and Chief Accounting Officer from 2001 through 2004, and as Vice President, Chief Financial Officer, and Treasurer of Checkers Drive-In Restaurants, Inc. from 2000 through 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 until July 2021, on the Board of Directors and the Audit Committee of SpartanNash Company from September 2010 until December 2013 and on the Board of Directors and the Compensation Committee of Bloomin’ Brands from February 2018 until 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: 47

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, since October 2019. Ms. Palermo also served as Senior Vice President, Marketing of Neiman Marcus Group, Inc. from September 2017 until October 2019. Ms. Palermo also served as Executive Vice President and Chief Marketing Officer of Vera Bradley Inc. from June 2015 until 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, strategic planning and technology.

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Sharen J. Turney

Director Since: August 2021

Independent: Yes

Age: 66

Committee Memberships: Compensation; Nominating & Governance

Board Class: II

Sharen J. Turney has served on the Board, the Compensation Committee, and the Nominating & Governance Committee since August 2021. Ms. Turney served as the Chief Executive Officer of Russia-based jeans brand Gloria Jeans from November 2018 until November 2019. She served as President and Chief Executive Officer of Victoria’s Secret, a division of L Brands, Inc., from July 2006 until February 2016, and as President and Chief Executive Officer of Victoria’s Secret Direct, the brand’s catalogue and eCommerce operation, from May 2000 until July 2006. Prior to that, Ms. Turney spent 10 years in various executive roles, including President and Chief Executive Officer of Neiman Marcus Direct, the direct marketing division of Neiman Marcus Group. Ms. Turney has also served as an advisor to several retailers and technology companies. Ms. Turney has served on the Board of Directors of Bread Financial (formerly Alliance Data Systems Corp.), including on its Nominating and Governance Committee and as Chair of its Compensation Committee since June 2019, and on the Board of Directors of Paycom Software, Inc., including on its Compensation Committee and its Nominating and Governance Committee since September 2021. Previously, Ms. Turney served on the Board of Directors of Sweden-based designer sock and underwear brand Happy Socks AB from January 2018 until November 2019, on the Board of Directors of M/I Homes, Inc. from January 2011 until February 2018, and on the Board of Directors of FULLBEAUTY Brands from July 2016 until September 2018. She is a graduate of the University of Oklahoma with a Bachelor’s degree in Business Education and serves on the Baker Retailing Center Industry Advisory Board at the Wharton School at the University of Pennsylvania.

The Board selected Ms. Turney because of her board, executive leadership and management experience related to the retail industry, extensive digital/eCommerce, marketing, merchandising, operations, strategic, governance, supply chain, logistics, technology, and financial skills, and her experience as both a retailer and vendor serving the retail industry.

Academy Sports and Outdoors, Inc. 17

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 environmental, social and governance (“ESG”) matters. The Board has a dedicated annual strategic planning meeting with senior management and receives quarterly strategic updates during its regular 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 is expected to follow in carrying out its 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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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, Beryl Raff, Chris Turner, Sharen Turney, 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 Allen Questrom was independent during the period in which he served during 2022. In making its independence determinations, the Board considered and reviewed all information known to it (including information identified through annual directors’ questionnaires).

Since our initial public offering (“IPO”) in October 2020, we have added nine independent directors to the Board, and the Board will be 80% independent, effective as of June 1, 2023.

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.

Currently, Ken Hicks serves as Chairman of the Board and as our President and Chief Executive Officer. However, on April 27, 2023, as part of our ongoing and extensive management succession planning, we announced leadership changes scheduled to take effect as of 12:01 a.m. Central Time on June 1, 2023. As part of this succession process, the Board reviewed its leadership structure and determined that it would be 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, effective as of 12:01 a.m. Central Time on June, 1, 2023, Mr. Lawrence, the Company’s current Executive Vice President, Chief Merchandising Officer, has been appointed to succeed Mr. Hicks as the Chief Executive Officer of the Company and Michael P. Mullican, the Company’s current Executive Vice President, Chief Financial Officer, has been appointed to succeed Mr. Hicks as the President of the Company, with Mr. Hicks transitioning from Chairman, President and Chief Executive Officer to a newly created Executive Chairman of the Board role as of such time. As Chief Executive Officer, Mr. Lawrence will be 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. With Mr. Hicks serving as Executive Chairman, the Board and the Company will continue to leverage Mr. Hicks’s leadership, expertise and experience. In this role, Mr. Hicks will remain involved at Academy, continuing to lead the Board and serving as a partner to Mr. Lawrence to support the execution of Academy’s recently announced long-range strategic plan. Mr. Hicks will also work closely with Mr. Lawrence to ensure a smooth leadership transition. Messrs. Lawrence and Mullican will continue to serve as Chief Merchandising Officer and Chief Financial Officer, respectively, until successors are appointed to these roles.

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 the Executive Chairman will not be independent due to his prior and ongoing service as an officer of the Company, Tom Nealon, who was appointed as our independent Lead Director in December 2021, will continue to serve in this role.

Academy Sports and Outdoors, Inc. 19

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;

•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 will 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 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 2022, 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 full Board summarizing the committee’s actions and any significant issues considered by the committee.

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.

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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	X1	X
Theresa Palermo(I)			X
Beryl Raff (I)		Chair
Chris Turner (I)*	X
Sharen Turney (I)		X	X
Jeff Tweedy (I)		X	X

(I) Independent Director * SEC Audit Committee Financial Expert LD Lead Director X Member X1 Effective as of May 31, 2023

Audit Committee

Our Audit Committee consists of Brian Marley, who serves as the Chair, Wendy Beck, Tom Nealon (effective as of May 31, 2023), 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.

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, information technology, and cybersecurity/data protection risk management programs;

•reviewing our legal, compliance, ethics and whistleblower programs, and matters;

•pre-approving, eligible audit and non-audit services to be performed by the independent registered public accounting firm;

•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.

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Compensation Committee

Our Compensation Committee consists of Beryl Raff, who serves as the Chair, Tom Nealon, Sharen Turney, 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;

•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 ESG 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;

•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 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.

22 Academy Sports and Outdoors, Inc.

Nominating and Governance Committee

Our Governance Committee consists of Wendy Beck, who serves as the Chair, Theresa Palermo, Sharen Turney, 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;

•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 social responsibility efforts, including ESG matters, 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, ESG, 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 2022, the Board held seven meetings, the Audit Committee held five meetings, the Compensation Committee held six meetings, and the Governance Committee held four meetings. In addition, the Board, the Audit Committee, the Compensation Committee, and the Governance Committee acted by unanimous written consent several times during 2022. In 2022, 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 ten of our then serving directors attended the 2022 Annual Meeting of Stockholders.

Academy Sports and Outdoors, Inc. 23

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, ESG, 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 and materials;

•Board/committee member’s conduct and culture;

•Board/committee engagement, orientation, and continuing education;

•Board/committee interaction 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 operations and director performance, 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 at their first regular meetings of the fiscal year.

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. 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, 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

24 Academy Sports and Outdoors, Inc.

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 2024 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, 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 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 require 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 direct any third-party search firm to do so), and will 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.

Academy Sports and Outdoors, Inc. 25

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, personal cyber safety, preview new or updated product lines, 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.

As discussed above, on April 27, 2023, as part of our ongoing and extensive management succession planning, we announced leadership changes scheduled to take effect on June 1, 2023. Specifically, effective as of 12:01 a.m. Central Time on June 1, 2023, Mr. Lawrence, the Company’s current Executive Vice President, Chief Merchandising Officer, has been appointed to succeed Mr. Hicks as the Chief Executive Officer of the Company and Mr. Mullican, the Company’s current Executive Vice President, Chief Financial Officer, has been appointed to succeed Mr. Hicks as the President of the Company, with Mr. Hicks transitioning from Chairman, President and Chief Executive Officer to a newly created Executive Chairman of the Board role as of such time. Messrs. Lawrence and Mullican will continue to serve as Chief Merchandising Officer and Chief Financial Officer, respectively, until successors are appointed to these roles. For details, please see our “Leadership Structure of the Board” section above.

Environmental, Social, and Governance

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. Our commitment to meaningful environmental, social and governance (“ESG”) practices reflects our belief that we must engage in responsible corporate leadership to be our best.

ESG oversight is performed by the Board and its committees. The Governance Committee is primarily responsible for monitoring of our ESG practices. This includes reviewing our ESG initiatives and progress against general corporate responsibility trends and the views of our stakeholders and making recommendations to the Board, its other committees, and our executive leadership regarding our ESG strategy. The Governance Committee manages its oversight of our ESG practices by having regular discussions with management and quarterly updates of our ESG initiatives and progress during committee meetings. The Governance Committee is also responsible for overseeing ESG matters related to governance, investor relations, and political contributions. The Compensation Committee oversees ESG matters related to team members, including diversity, equity, inclusion, and belonging, compensation, benefits, and wellness, engagement and training, and succession planning. The Audit Committee oversees ESG matters related to compliance (including ethics, whistleblower hotline, and safety), cybersecurity, data privacy, and enterprise risk management. The Board oversees ESG as part of its oversight of our business and strategy. Each committee provides an update to the full Board on matters discussed and actions taken or recommended in its meeting held, including with respect to ESG matters. Each year, the Board receives a report on our ESG initiatives and progress, including a discussion of our ESG reporting and communications.

26 Academy Sports and Outdoors, Inc.

At the management level, senior leaders comprise a cross-functional team that drives our ESG efforts. The ESG team focuses on identifying key ESG matters that are important to our business and stakeholders, developing initiatives that advance our ESG efforts, and reporting and communicating our ESG progress. The ESG team works with the major functions of the Company, including executive management, merchandising, global sourcing, supply & logistics, community giving, communications, human resources, legal & compliance, safety, information technology, store and distribution center operations, facilities management, and internal audit to align our efforts with general corporate responsibility trends and the views of our stakeholders and report and communicate our progress on these efforts using the leading ESG framework and standards, as further described below.

Our ESG 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 ESG efforts.

On a periodic basis, we issue a report describing our ESG initiatives and progress. In April 2022, we issued a completely redesigned and updated ESG Report for 2021 (the “2021 ESG Report”). The 2021 ESG Report seeks 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 achievements. 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. In April 2023, the Company introduced its ESG Purpose Statement and Pillars, which provide a framework for the Company’s approach to ESG. 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 at investors.academy.com.

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; ESG 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 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, 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 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.

Academy Sports and Outdoors, Inc. 27

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 and data privacy, although the full Board also exercises oversight over these risks. As frequently as needed, but at least on a quarterly basis, the Audit Committee and/or full Board receive detailed reports on cybersecurity and data privacy matters from our Chief Information Officer (who has primary responsibility for information security) and our General Counsel (who has primary responsibility for data privacy). The topics covered include risk identification and management strategies, risk mitigation activities, results of third-party assessments and testing, team member training and other preparedness activities, and strategy, compliance, and governance. In addition, our Internal Audit function routinely performs audits on various aspects of cybersecurity and data privacy and reports the results of these audits in its quarterly reports to the Audit Committee. As of May 31, 2023, three of the four members of the Audit Committee will have skills, knowledge and experience related to cybersecurity.

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.

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.

28 Academy Sports and Outdoors, Inc.

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 Board 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;

•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 installments in arrears:

◦Lead Director: $40,000;

◦Audit Committee Chair: $30,000;

◦Compensation Committee Chair: $25,000; and

◦Nominating and Governance Committee Chair: $20,000.

•an annual grant of Restricted Stock Units, or “RSUs,” valued at $150,000 to be granted on the first business day 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).

However, 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 paid the above-described annual cash retainer(s) and granted the above-described annual RSU grant prorated 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 receive a prorated cash retainer as described above, and an annual RSU grant will be made on the day of the annual meeting of stockholders as set forth in the director compensation policy.

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 2022, specifically, Mses. Beck, Palermo, Raff and Turney, and Messrs. Nealon, Marley, Questrom, Turner and Tweedy. Mr. Hicks did not receive any additional compensation for his service as Chairman of the Board in 2022 (and his compensation for services as our Chief Executive Officer is disclosed in the Summary Compensation Table in this Proxy Statement) and Nate Taylor (a non-employee director and designee of affiliates of KKR who resigned from the Board on June 2, 2022) was not compensated by the Company for this service on the Board in 2022 and was not subject to the Stock Ownership Guidelines described below.

Academy Sports and Outdoors, Inc. 29

Director Compensation Table for 2022


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)(3)	Total ($)

Tom Nealon	136,621	150,000	286,621
Wendy Beck	118,310	150,000	268,310
Brian Marley	128,310	150,000	278,310
Theresa Palermo	52,747	130,165	182,912
Allen Questrom4	33,791	150,000	183,791
Beryl Raff	125,000	150,000	275,000
Chris Turner	100,000	150,000	250,000
Sharen Turney	100,000	150,000	250,000
Jeff Tweedy	100,000	150,000	250,000

1.Amounts reflect the aggregate amount of cash retainers earned during 2022 inclusive of prorated increased retainers for the Lead Director position and committee chairs. The amount reported for Ms. Palermo reflects a prorated amount since her service as a director was for a partial fiscal year.

2.Amounts reflect the full grant-date fair value of RSUs granted during 2022 computed in accordance with ASC Topic 718. See Note 9, Equity and Share-Based Compensation to our consolidated financial statements included in the Annual Report for the assumptions used in calculating these values.

3.Amounts reflected RSUs granted in 2022 under the Company’s 2020 Omnibus Incentive Plan. The amount reported for Ms. Palermo reflects a prorated annual grant amount since her service as a director was for a partial fiscal year. Grants under the Company’s 2020 Omnibus Incentive Plan contain the vesting terms described above under the Board compensation program.

4.Mr. Questrom retired from the Board on June 2, 2022. Cash payments were pro-rated based on the number of days of Board service.

As of January 28, 2023, the following non-employee directors held the following number of RSUs:


Name			Number of RSUs Outstanding
Tom Nealon			4,360
Wendy Beck			4,360
Brian Marley			4,360
Theresa Palermo			3,442
Allan Questrom*			-
Beryl Raff			4,360
Chris Turner			4,360
Sharen Turney			4,360
Jeff Tweedy			4,360

*Mr. Questrom retired from the Board on June 2, 2022.

30 Academy Sports and Outdoors, Inc.

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 an update on recent trends in director compensation. In June 2022, the Compensation Committee and its compensation consultant conducted a thorough analysis of the board of directors' compensation, and following this review the Compensation Committee determined to make the following changes effective in 2022:

•Increasing the annual equity award fair market value from $130,000 to $150,000;

•Increasing the annual retainer for the:

◦Lead Director from $30,000 to $40,000;

◦Audit Committee Chair from $25,000 to $30,000; and

◦Nominating and Governance Committee Chair from $15,000 to $20,000.

•The changes were prorated for the remainder of 2022, per the director compensation policy.

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 their compliance date 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.

Academy Sports and Outdoors, Inc. 31

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 2023.

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.


			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 2023.

32 Academy Sports and Outdoors, Inc.

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 2022 and 2021 and for fees billed for other services rendered by affiliates of Deloitte & Touche LLP during those periods.


	2022	2021
Audit fees(1)	$1,799,849	$2,057,500
Audit-related fees(2)	$30,000	$30,000
Tax fees(3)	$278,505	$475,665
All other fees(4)	$4,000	$771,322
Total	$2,112,354	$3,334,487

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.

Academy Sports and Outdoors, Inc. 33

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 T. Marley, Chair

•Wendy A. Beck

•Chris L. Turner

34 Academy Sports and Outdoors, Inc.

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 Board 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 2022, 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 Compensation Discussion and Analysis, including the related the compensation tables and narrative discussion on pages 35 to 62, as well as the discussion regarding the Compensation Committee on page 21.

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 2024 Annual Meeting of Stockholders.


			BOARD RECOMMENDATION The Board recommends that you vote “FOR” the approval of the fiscal 2022 compensation paid to our named executive officers.

Academy Sports and Outdoors, Inc. 35

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 January 28, 2023 (also referred to as 2022).

Named Executive Officers

Our Named Executive Officers (or NEOs) for 2022 are:


Name			Title
Ken C. Hicks			Chairman, President and Chief Executive Officer (“CEO”)
Michael P. Mullican			Executive Vice President (“EVP”), Chief Financial Officer (“CFO”)
Steven (Steve) P. Lawrence			EVP, Chief Merchandising Officer
Samuel (Sam) J. Johnson			EVP, Retail Operations
Manish Maini			Senior Vice President (“SVP”), Chief Information Officer

We recently announced leadership changes scheduled to take effect during fiscal year 2023. Effective as of 12:01 a.m. Central Time on June 1, 2023, Mr. Lawrence will succeed Mr. Hicks as Chief Executive Officer of the Company, Mr. Mullican will serve as the President of the Company, and Mr. Hicks will transition into the role of Executive Chairman of the Board. As of the same time, Mr. Johnson will assume additional responsibilities for the real estate, construction and store design functions from Mr. Mullican. Until June 1, 2023 and until a successor-to-be-named who will succeed the executive is selected and appointed, each of Messrs. Lawrence and Mullican will continue to serve as Chief Merchandising Officer and CFO, respectively, including, if applicable, from and after June 1, 2023, in addition to their roles as Chief Executive Officer and President, respectively, if no relevant successor is appointed by then. Each of Messrs. Hicks, Mullican, and Lawrence have entered into amended and restated employment agreements in connection with this transition that are described in further detail below, see “Leadership Transition.” Since these changes did not occur during 2022, they are not the focus of this Compensation Discussion and Analysis and the related, compensation tables and narrative discussion included in this Proxy Statement.

36 Academy Sports and Outdoors, Inc.

2022 Business Highlights

Business highlights from 2022 include:

Net Sales

$6.40 Billion

-5.6% vs. 2021

+12.4% vs. 2020

Gross Margin %

34.6%

34.7% in 2021

30.5% in 2020

Net Income %

9.8%

9.9% in 2021

5.4% in 2020

Adjusted (“Adj.”) EBIT*

$887.9 Million

-8.3% vs. 2021

+77.0% vs. 2020

Pro Forma Adj. Diluted EPS*

$7.70

+$0.10 vs. 2021

+$3.87 vs. 2020

Return On Invested Capital*

34.1%

42.0% in 2021

26.2% in 2020


Delivered industry leading store sales and profitability of $340 average net sales per square foot and an average of $3.2 million of operating income per store; 100% of stores opened prior to 2022 were profitable and accretive to earnings			Increased eCommerce sales growth by +9.1% vs. 2021, and eCommerce penetration was 10.7% of sales			Returned $614.1 million to stakeholders, which consisted of shares repurchases totaling $489.5 million, $24.6 million in dividend payments, and $100.0 million in debt reduction

* Adj. EBIT, Pro Forma Adj. Diluted EPS 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.

2022 Compensation Highlights

Base Salary

•Mr. Hicks declined a base salary increase for 2022 for the fifth year in a row.

•In March 2022, in consultation with its independent compensation consultant, 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 3.0% to the base salaries of each of Messrs. Mullican, Lawrence, Johnson and Maini 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.

Annual Cash Incentives

•Our NEOs achieved the following financial annual incentive metrics results:

◦94.7% of target Company net sales, and

◦98.7% of target Company Adjusted EBIT.

•Based on the Company’s financial results and each NEO’s individual performance, the 2022 Executive Team Bonus Plan payouts were earned at 81.8% of each NEO’s target opportunity.

Academy Sports and Outdoors, Inc. 37

Long-Term Equity Incentives

•The Committee approved annual long-term equity incentive award grants in March 2022 with the total target grant value allocated across a mix of 33% performance-based Restricted Stock Units (“RSUs”) and 67% stock options (“Options”) - which the Committee considers to be linked to company performance since Options only have value to the extent the share price appreciates following the grant date. The performance-based RSUs vest based on achievement of an Adjusted EBIT performance goal.

Say on Pay (“SOP”) Vote Result

•At our 2022 Annual Meeting of Stockholders, over 97% of stockholder voted in support of our SOP proposal related to our executive compensation program for 2021. 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.

38 Academy Sports and Outdoors, Inc.

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 Do Not Do

Committee comprised solely of independent non-employee directors.

We do not currently offer, nor do we have plans to provide, defined benefit pension arrangements or non-qualified deferred compensation plans or arrangements to our executive officers.

Committee conducts annual review and approval of our compensation strategy and performs an annual compensation risk assessment.

We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments.

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.

We do not grant Options with exercise prices below fair market value and we will not reprice Options without stockholder approval.

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.

Our executive officers are prohibited from hedging our securities, pledging our securities as collateral for loans, or holding our securities in margins accounts.

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.

We do not apply single-trigger vesting to equity awards upon a change in control.

Maintain a clawback policy covering our key compensation programs.

We do not pay dividends or dividend equivalents on any equity awards.

Maintain stock ownership requirements for our NEOs.

Apply a Company financial performance threshold gate for annual bonus payouts – the Company must achieve 80% of the Adjusted EBIT target for participants to receive any annual bonus payout.

Academy Sports and Outdoors, Inc. 39

2022 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:

https://cdn.kscope.io/cf8ae8ee9211e024c196f94eec3b6e55-ExecCompGraphic.jpg

40 Academy Sports and Outdoors, Inc.

Elements of 2022 NEO Compensation Program

There are three key elements of our executive officer compensation program:


Component	Purpose	Overview
Base salary	Compensate 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%) -Adjusted EBIT (weighted 50%) -Net sales (weighted 40%) Individual performance (weighted 10%)
Long-term equity incentives	Align executive officer and stockholder interests by creating a link between executive compensation and our long-term performance	Performance-Based RSUs (~33% of annual equity incentive award) - Earned-based on achievement of Adjusted EBIT performance goal Options (~67% of annual equity incentive award)

The charts below illustrate that the majority of each NEOs annual total target compensation(1) for 2022 was performance-based and at-risk based on the Company’s performance:


CEO Pay Mix			Other NEOs Average Pay Mix


n Base Salary	n Annual Incentives	n Performance RSUs
n Stock Options	n Short-Term Compensation	n Long-Term Compensation
1.Reflects fiscal year end base salary, annual target bonus, and annual target equity grant.

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 but can also be made throughout the year, including in connection with a promotion or other change in job responsibilities.

Academy Sports and Outdoors, Inc. 41

Mr. Hicks requested, and the Committee agreed, that his base salary during 2022 not be increased. In March 2022, in consultation with its independent compensation consultant, Compensation Advisory Partners, the Committee undertook a review of the total annual compensation opportunities of each NEO. As a result of the review, the Committee approved increases of approximately 3.0% to the base salaries of each of Messrs. Mullican, Lawrence, Johnson and Maini to provide each such NEO with an overall market-competitive compensation package designed to reward strong performance and retain their services for the Company’s long-term growth.

The following table summarizes the base salaries of the NEOs for 2021 and 2022, in each case at the salaries in effect on the last day of such fiscal year. The actual salary amounts earned by the NEOs for 2022 are reported in the Summary Compensation Table.



Name	Year End 2021 Base Salary ($)	Year End 2022 Base Salary ($)	Percentage Increase (%)

Ken C. Hicks	1,100,000	1,100,000	—
Michael P. Mullican	675,000	695,000	3.0
Steve P. Lawrence	752,000	775,000	3.1
Sam J. Johnson	577,500	595,000	3.0
Manish Maini	550,000	566,500	3.0

In connection with the leadership transitions discussed above, effective as of June 1, 2023, Mr. Hicks’s, Mr. Mullican’s, Mr. Lawrence’s and Mr. Johnson’s annual base salaries will be adjusted to $700,000, $825,000, $1,000,000 and $725,000, respectively.

2022 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 his target bonus opportunity, which is expressed as a percentage of the NEO’s fiscal year end base salary level. 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 the first quarter of 2022, the Committee finalized and approved the performance metrics for the 2022 Executive Team Bonus Plan, or the 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 Bonus Plan, the Company must achieve a minimum Total Company EBIT Dollars (Adjusted EBIT) result of at least 80% of the Adjusted EBIT target as set and approved by the Committee. If this threshold is not met, no bonuses will be paid under the Bonus Plan.

Under the Bonus Plan, the Company performance metrics represent 90% of each NEO’s annual bonus opportunity. As was the case in 2021, for 2022, the Committee again chose Adjusted EBIT (weighted 50%) and Total Company Net Sales (weighted 40%) as the two Company performance metrics under the Bonus Plan. Adjusted EBIT reflects the profitability of the Company inclusive of depreciation and amortization impacts. Sales represent the primary means of growth for the Company.

42 Academy Sports and Outdoors, Inc.

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 Bonus Plan, the individual performance metric represents 10% of each NEO’s annual bonus opportunity. Mr. Hicks recommended the NEOs’ individual performance goals, other than his own, to the Committee for its final approval. The Committee set Mr. Hicks’s individual performance goals. The level of individual performance achieved by each NEO other than Mr. Hicks are determined holistically by Mr. Hicks based on his assessment of their level of achievement of the applicable quantifiable and qualitative measures for their individual performance metrics and then recommended by him to the Committee for final approval. The Committee determines Mr. Hicks’s performance achievement independently.

The individual performance metrics for each of our NEOs for 2022 were as follows:

Individual Performance Metric Table


Name & Position			Individual Performance Metrics

Ken C. Hicks Chairman, President & CEO			•Achieve the Company’s performance metrics •Create a meaningful eCommerce business •Provide a great customer experience across all of our points of contact with our customers (Stores, Customer Care, Online, and Marketing) that drives long-term growth and loyalty •Grow our store base to strengthen our existing markets and enter new markets successfully •Strengthen the efficiency and effectiveness of our Supply Chain to support our growth across channels and geographies •Develop and retain an industry leading retail team to support our growth •Maintain and scale IT capabilities to support our growth •Build Academy’s capabilities and improve its position in Environmental, Social, and Governance •Develop the company Leadership Structure and Team for the future


Michael P. Mullican EVP, CFO			•Increase the productivity of our assets •Maintain a strong balance sheet •Grow our store base to strengthen our existing markets and enter new markets successfully •Lead the development of the new long-range plan •Build an industry leading retail team


Steve P. Lawrence EVP, Chief Merchandising Officer			•Drive the power merchandiser strategy •Develop a more exciting and productive shopping experience in our stores •Create a meaningful eCommerce business •Develop and drive a more targeted communications approach to improve customer engagement •Build an industry leading retail team


Sam J. Johnson EVP, Retail Operations			•Drive the power merchandiser strategy •Develop a more exciting and productive shopping experience in our stores •Increase the productivity of our assets •Build an industry leading retail team


Manish Maini SVP, Chief Information Officer			•Maintain and scale IT capabilities •Create a meaningful eCommerce business •Provide a great customer experience across all points of contact •Strengthen the efficiency and effectiveness of our supply chain •Build an industry leading retail team

Academy Sports and Outdoors, Inc. 43

Achievement of Performance Goals

The following table summarizes the Bonus Plan inclusive of the Company and individual performance results:


Company Performance (weighted 90%)			Level of Achievement
	Metrics		Threshold	Target	Maximum	Achievement

	Adjusted EBIT*	Goal (in millions)	$810.0	$900.0	$990.0	$888.6
		Goal as % of Target (%)	90.0	100.0	110.0	98.7
		Payout as % of Target (%)	50.0	100.0	200.0	93.7
	Total Company Net Sales	Goal (in billions)	$6.28	$6.75	$6.95	$6.40
		Goal as % of Target (%)	93.0	100.0	103.0	94.7
		Payout as % of Target (%)	50.0	100.0	200.0	62.4
Individual Performance (weighted 10%)			Level of Achievement
	Metric		Threshold	Target	Maximum

	Aggregated Individual Performance	Achievement	Minimal	Expected	Outstanding
		Payout as % of Target (%)	50.0	100.0	200.0
		NEO		Level Achieved as % of Target (%)	Payout as % of Target
		Ken C. Hicks		100.0	100.0
		Michael P. Mullican		100.0	100.0
		Steve P. Lawrence		100.0	100.0
		Sam J. Johnson		100.0	100.0
		Manish Maini		100.0	100.0

*Adj. EBIT is a non-GAAP financial measure. See “Annex B - 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. In addition, for purposes of calculating 2022 Company Adjusted EBIT under the Bonus Plan, the Committee also excluded certain one-time advisory expenses of $677,080. This exclusion was deemed necessary to accurately reflect the underlying performance of the business and to align the performance metric with the accountability of our NEOs. The overall impact to the achievement to “Goal as % of Target” was less than 0.1%.

44 Academy Sports and Outdoors, Inc.

The following table summarizes the 2022 bonuses earned under the Bonus Plan based on actual performance, as compared to the target opportunity, for each of our NEOs:


Name	2022 Base Salary ($)	Target Bonus (%)	Target Bonus Amount ($)	% 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 (%)(1)	Final Bonus Payment ($)(2)

Ken C. Hicks	1,100,000	175.0	1,925,000	71.8	10.0	81.8	1,574,715
Michael P. Mullican	695,000	120.0	834,000	71.8	10.0	81.8	682,240
Steve P. Lawrence	775,000	120.0	930,000	71.8	10.0	81.8	760,772
Sam J. Johnson	595,000	120.0	714,000	71.8	10.0	81.8	584,076
Manish Maini	566,500	75.0	424,875	71.8	10.0	81.8	347,562

1.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.

2.Bonus payments under the Bonus Plan were calculated by multiplying the NEO’s base salary as of the end of 2022 by their target bonus opportunity, 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.

In connection with the leadership transitions discussed above, effective as of June 1, 2023, Mr. Hicks’s, Mr. Mullican’s, and Mr. Lawrence’s target bonus percentages will be adjusted to 120%, 140%, and 175%, respectively.

Long-Term Equity Incentive Compensation

2022 Annual Equity Incentive Awards

The Committee grants equity incentive awards of Options and performance-based RSUs to our NEOs annually as part of their overall performance-based 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.

On March 30, 2022, the Company granted the following Options with an exercise price of $39.17 and the following performance-based RSUs to our NEOs:



NEO	# of Options	$ Value of Options	Target # of Performance-Based RSUs	$ Value of Performance-Based RSUs

Ken C. Hicks	308,415	5,002,491	63,760	2,497,479
Michael P. Mullican	40,695	666,991	8,501	332,984
Steve P. Lawrence	40,695	666,991	8,501	332,984
Sam J. Johnson	40,695	666,991	8,501	332,984
Manish Maini	24,417	400,195	5,100	199,767

Academy Sports and Outdoors, Inc. 45

In 2022, approximately 67% of our March annual equity incentive award grants were delivered in the form of Options. The Committee believes that Options, which are granted with exercise prices at least equal to the fair market value of our shares on the date of grant, are performance-based in nature and provide an appropriate long-term incentive for our executive officers, since the Options reward them only to the extent the price of our shares increases and stockholders realize value following the grant date. Options generally vest over a four-year service period. For Mr. Hicks, per the terms of his negotiated employment agreement, 1/48th of the Options become vested and exercisable on each monthly anniversary of the grant date, generally subject to his continued service through the applicable vesting date. For the other NEOs, 25% of the Options become vested and exercisable on each anniversary of the grant date, generally subject to the grantee’s continued service through the applicable vesting date.

Approximately 33% of our March annual equity incentive award grants were delivered in the form of performance-based RSUs. Performance-based RSUs are structured so that only “Earned RSUs” are eligible to vest over a 4-year service-based vesting schedule. RSUs granted in 2022 become “Earned RSUs” based on (i) the Company’s level of achievement against a consolidated Adjusted EBIT target for the fiscal year in which the grant date occurs (such period, the “RSU Grant Year”), or (ii) the Company’s later achievement of a specified target share price. If the Company’s actual consolidated Adjusted EBIT for the RSU Grant Year is: (i) equal to or greater than the “high performance target,” then 100% of the RSUs will become Earned RSUs; (ii) less than the “high performance target” but equal to or greater than the “low performance target,” then a specified percentage (based on a linear performance scale) of the RSUs will become Earned RSUs; or (iii) less than the “low performance target,” then none of the RSUs will become Earned RSUs.

On March 1, 2023, the Committee determined that the Company’s Adjusted EBIT for 2022 was $888.6 million, 98.7% of the 2022 target Adjusted EBIT goal of $900 million and exceeding the “low performance target” of $810 million. This achievement resulted in 93.7% of the target performance-based RSUs becoming Earned RSUs. As noted above with regard to the Bonus Plan, for purposes of calculating the Company’s 2022 Adjusted EBIT, the Committee excluded certain one-time advisory expenses of $677,080. Such Earned RSUs remain subject to service-based vesting conditions as set forth below.


Performance-based Vesting	Metric	Achievement	Outcome
2022 Grant: Performance-Based RSUs	Achieve 2022 Adjusted EBIT target of $900 million	$888.6 million	93.7% of Grant Earned
Service-based Vesting
CEO	Upon the Committee’s certification of attainment of the performance goal, 1/48th of the total number of Earned RSUs is deemed vested for each monthly anniversary from the start of the 2022 fiscal year with the remainder continuing to vest in monthly installments thereafter per the terms of Mr. Hicks’s negotiated employment agreement. Earned RSUs are fully vested by the 4th anniversary of the start of the 2022 fiscal year.
Other NEOs	Upon the Committee’s certification of attainment of the performance goal, 25% of the Earned RSUs vest immediately. Thereafter, 25% of the Earned RSUs vest on each of the 2nd, 3rd, and 4th anniversaries of the start of the 2022 fiscal year.

If the Committee determines that the twenty (20) trading-day average fair market value of a share of common stock as of January 30, 2026 equals or exceeds a specified target share price, then the remaining 6.3% of the 2022 performance-based RSUs that have not become Earned RSUs as of January 30, 2026 will immediately become vested Earned RSUs upon such determination by the Committee.

The Committee, in consultation with Compensation Advisory Partners, and after a review of current market practices, approved a change in the terms applicable to the Options granted Mr. Hicks in 2022. Instead of accelerated vesting with respect to the next vesting date following termination of service due to death or disability, the Options granted Mr. Hicks in 2022 provide for vesting with respect to any vesting dates within the twelve months following such a termination. In addition, all 2022 equity awards include Retirement vesting terms. As defined in his 2022 equity agreements, “Retirement” refers to Mr. Hicks’s voluntary departure from the Company after he has attained the age of 65 and completed five (5) years of continuous service. In such an event, his unvested equity awards for 2022 will continue to vest as follows:

46 Academy Sports and Outdoors, Inc.

•Time-based Options: Any unvested Options remain outstanding and eligible to vest on each applicable vesting date as if Mr. Hicks had continued to serve the Company. The vesting of Options is not accelerated.

•Performance-based RSUs: Any "Earned RSUs" remain outstanding and eligible to vest on each otherwise applicable vesting date as if Mr. Hicks had continued to serve the Company. Vesting is not accelerated and any unvested unearned RSUs will be immediately forfeited.

Mr. Hicks was not Retirement eligible in 2022.

Looking Ahead - Changes Impacting the 2023 Annual Equity Incentive Awards

For 2023, the Committee adopted a new equity award program for our NEOs which consists of:

•50% of the award grant value is in performance-based RSUs with two (2) performance metrics (Adjusted Pre-Tax Net Income and Return on Investment Capital) measured over a 3-year cumulative timeframe, which cliff vests after three (3) years based on the extent of performance achievement,

•25% of the award grant value is in time-based Options vesting ratably over three (3) years, and

•25% of the award grant value is in time-based RSUs vesting ratably over three (3) years.

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 employment agreement, during Mr. Hicks’s employment: (i) the Company will pay directly or reimburse him for reasonable monthly rent and utilities costs for a rental apartment in the Katy, Texas area, (ii) he will have use of a Company-owned vehicle when in Katy, Texas and have the Company pay all maintenance and insurance costs with respect to such vehicle, and (iii) the Company will 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 is 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. These perquisites will be discontinued effective 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. NEOs and team members may have the opportunity to use these tickets

Academy Sports and Outdoors, Inc. 47

for personal use, only if they are not already being used for business purposes. 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 Chief Executive Officer and other executive officers, evaluate our Chief Executive Officer’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;

•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 Chief Executive Officer);

•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 Chief Executive Officer, Chief Human Resources Officer, and Vice President of Compensation, Benefits, Human Resources Operations, and Payroll). The executive compensation team (with input from its consultant) 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

48 Academy Sports and Outdoors, Inc.

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 “2022 Executive Team Bonus Plan”) is recommended by our Chief Executive Officer (other than with respect to his own, which is 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 2022, the Committee retained two independent nationally recognized executive compensation consultants, Compensation Advisory Partners (through September 2022) and Frederic W. Cook & Co, Inc. (“FW Cook”) beginning in October 2022. Compensation Advisory Partners and FW Cook perform no work for management and report directly to the Committee. The Committee assessed the independence of Compensation Advisory Partners and FW Cook based on standards promulgated by the SEC and concluded that no conflicts of interest exist that would prevent either from serving as an independent consultant to the Committee.

For 2022, the Committee utilized Compensation Advisory Partners for general input and guidance on components of our executive officer compensation program. Compensation Advisory Partners 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. Compensation Advisory Partners and FW Cook also have advised the Committee on general executive compensation program elements and design.

Academy Sports and Outdoors, Inc. 49

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 September 2021, the Committee, with the input of data and analysis from Compensation Advisory Partners developed and approved the compensation peer group immediately below which we used in 2022 for purposes of understanding the competitive market (“2022 Peer Group”):

AutoZone, Inc.

Carter’s, Inc.

Foot Locker, Inc.

Signet Jewelers Limited

Ulta Beauty, Inc.

Big Lots Stores, Inc.

Designer Brands Inc.

GameStop Corp.

The Gap, Inc.

Urban Outfitters, Inc.

Burlington Stores, Inc.

Dick’s Sporting Goods, Inc.

Sally Beauty Holdings, Inc.

Tractor Supply Company

Williams-Sonoma, Inc.

The companies in the 2022 Peer Group were selected using the following criteria:

•Appropriate revenue size and scope;

•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 Advanced Auto Parts, The Michaels Companies, Caleres, and Geneesco, while adding Signet Jewelers Limited, The Gap, Inc., and Ulta Beauty, Inc. to the 2022 Peer Group.

This 2022 Peer Group was used by the Committee during 2022 as a reference for understanding the compensation practices of companies in our industry sector. To analyze the compensation practices of the companies in our 2022 Peer Group, Compensation Advisory Partners 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 2022, 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 2022:


Covered Position	Multiple of Pay	Applicable Pay
Chief Executive Officer	5.0x	Annual base salary
Executive Vice Presidents	3.0x	Annual base salary
Senior Vice Presidents – executive team	2.0x	Annual base salary
Senior Vice Presidents – non-executive team	1.0x	Annual base salary
Vice Presidents	0.5x	Annual base salary

50 Academy Sports and Outdoors, Inc.

If an officer has not met the required levels of ownership within the 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.

All of our 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 misstatement triggering a restatement of the reported financial results of the Company due to the Company’s material noncompliance with financial reporting requirements under the securities laws, that is caused directly or indirectly by fraud, intentional illegal conduct or gross negligence. Late in 2022, the SEC issued the final rules regarding recoupment of incentive-based compensation. The Committee will amend the policy as necessary to conform with the listing standards adopted by NASDAQ implementing the SEC’s final rule within the prescribed effective timeframe as outlined by the SEC.

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 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.

Academy Sports and Outdoors, Inc. 51

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 B. Raff, Chair

•Tom M. Nealon

•Sharen J. Turney

•Jeff C. Tweedy

52 Academy Sports and Outdoors, Inc.

Summary Compensation Table

The following table summarizes the compensation of our NEOs for 2022, 2021, and 2020.


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

Ken C. Hicks Chairman, President, and Chief Executive Officer	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
	2020	1,004,808	—	6,166,000	2,369,005	4,950,000	952,138	15,441,951
Michael P. Mullican EVP, Chief Financial Officer	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
	2020	462,143	100,000	2,299,971	434,379	1,012,412	17,256	4,326,161
Steve P. Lawrence EVP, Chief Merchandising Officer	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
	2020	663,942	—	2,416,556	603,304	1,745,077	25,529	5,454,408
Sam J. Johnson EVP, Retail Operations	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
	2020	453,338	—	2,299,971	434,379	993,049	19,063	4,199,800
Manish Maini SVP, Chief Information officer	2022	564,596	—	199,767	400,195	347,562	25,377	1,537,497
	2021	532,819	—	947,998	401,989	783,750	24,491	2,691,047
	2020	442,867	—	966,816	314,079	709,421	19,067	2,452,250

1.The amounts reported in this column represent the NEO’s base salary paid during the specified fiscal year and reflect the mid-year increases for 2022.

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 2022 is based upon the probable outcome of the performance conditions at the date of grant and assumes the “target” level of performance is achieved, which is the highest level of performance condition achievable for the awards. The valuation assumptions used in determining such amounts are described in Note 9, Equity and Share-Based Compensation to our audited consolidated financial statements included in our Annual Report, incorporated by reference in this Proxy Statement.

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, Equity and Share-Based Compensation to our audited consolidated financial statements included in our Annual Report, incorporated by reference in this Proxy Statement.

4.The amounts reported in this column represent the annual incentive bonus amounts earned by each NEO pursuant to the Company’s annual cash bonus plan for each fiscal year.

Academy Sports and Outdoors, Inc. 53

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 2022:


Name	Fiscal Year	Financial Planning Services ($)	Executive Physical ($)	Perquisites Pursuant to Employment Agreement ($)	401(k) Plan Employer Matching Contribution ($)	Total All Other Compensation ($)

Ken C. Hicks	2022	5,000	2,000	1,157,814*	18,305	1,183,119
Michael P. Mullican	2022	5,000	2,000	—	18,392	25,392
Steve P. Lawrence	2022	5,000	—	—	18,406	23,406
Sam J. Johnson	2022	5,000	2,000	—	18,381	25,381
Manish Maini	2022	5,000	2,000	—	18,377	25,377

(*) This amount includes:

i.$57,748 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, which includes a $73,736 tax-gross up on these amounts per Mr. Hicks’s employment agreement;

ii.$14,630 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), which includes a $18,680 tax gross-up on the cost of the Company vehicle usage; and

iii.$948,476 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), which includes a $44,544 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.

54 Academy Sports and Outdoors, Inc.

Grants of Plan Based Awards in 2022

The following table provides information with regard to 2022 grants to the NEOs under any incentive plan during the fiscal year ended January 28, 2023. For additional information regarding non-equity incentive plan awards, please see “2022 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(3)			All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/share)	Grant Date Fair Value of Stock and Option Awards ($)(4)
Name	Award Type(2)	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)

Ken C. Hicks	Annual Bonus	—	962,500	1,925,000	3,850,000	—	—	—	—	—	—
	Performance RSUs	3/30/2022	—	—	—	31,880	63,760	—	—	—	2,497,479
	Options	3/30/2022	—	—	—	—	—	—	308,415	39.17	5,002,491
Michael P. Mullican	Annual Bonus	—	417,000	834,000	1,668,000	—	—	—	—	—	—
	Performance RSUs	3/30/2022	—	—	—	4,250	8,501	—	—	—	332,984
	Options	3/30/2022	—	—	—	—	—	—	40,695	39.17	666,991
Steve P. Lawrence	Annual Bonus	—	465,000	930,000	1,860,000	—	—	—	—	—	—
	Performance RSUs	3/30/2022	—	—	—	4,250	8,501	—	—	—	332,984
	Options	3/30/2022	—	—	—	—	—	—	40,695	39.17	666,991
Sam J. Johnson	Annual Bonus	—	357,000	714,000	1,428,000	—	—	—	—	—	—
	Performance RSUs	3/30/2022	—	—	—	4,250	8,501	—	—	—	332,984
	Options	3/30/2022	—	—	—	—	—	—	40,695	39.17	666,991
Manish Maini	Annual Bonus	—	212,438	424,875	849,750	—	—	—	—	—	—
	Performance RSUs	3/30/2022	—	—	—	2,550	5,100	—	—	—	199,767
	Options	3/30/2022	—	—	—	—	—	—	24,417	39.17	400,195

1.Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column relate to amounts payable to each NEO with respect to 2022 under the 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 “2022 Executive Team Bonus Plan” above.

2.The vesting schedule applicable to each Option and Performance RSU award is set forth in the “Outstanding Equity Awards at 2022 Fiscal Year End Table” table.

3.The target level of achievement is the highest level of achievement possible under the equity incentive plan awards listed in this table.

4.The amounts reported in this column represent the grant date fair value of the Options and Performance-based RSUs granted to each of the NEOs in 2022 pursuant to an award agreement under the 2020 Equity Plan, computed in accordance with FASB Accounting Standards Codification Topic 718. The valuation assumptions used in determining such amounts are described in Note 9, Equity and 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, which is the highest level of performance condition achievable for the awards.

Academy Sports and Outdoors, Inc. 55

Outstanding Equity Awards at 2022 Fiscal Year End

The following table provides information with regard to each outstanding equity award held by the NEOs on January 28, 2023.


		Option Awards					Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)(1)	Number of Securities Underlying Unexercised Options Unexercisable (#)(2)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date(3)	Number of Shares of Stock that Have Not Vested (#)(4)	Market Value of Shares of Stock That Have Not Vested ($)(6)	Equity Incentive Plan Awards: Number of Unearned Shares, or Other Rights That Have Not Vested (#)(5)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, or Other Rights That Have Not Vested ($)(6)

Ken C. Hicks	9/16/2018	164,487	—	—	17.14	9/16/2028	—	—	—	—
	3/7/2019	108,561	—	—	16.57	3/7/2029	—	—	—	—
	3/7/2019	220,413	—	—	16.57	3/7/2029	—	—	—	—
	3/5/2020	276,430	—	—	17.30	3/5/2030	—	—	—	—
	3/31/2021(7)	125,769	161,703	—	26.99	3/31/2031	—	—	—	—
	3/31/2021(8)	—	—	—	—	—	31,847	1,772,286	—	—
	3/30/2022(7)	57,825	250,590	—	39.17	3/30/2032	—	—	—	—
	3/30/2022(9)	—	—	—	—	—	59,713	3,323,028	—	—
	3/30/2022(10)	—	—	—	—	—	—	—	4,047	225,216
Michael P. Mullican	3/7/2019	21,712	—	—	16.57	3/7/2029	—	—	—	—
	3/7/2019	44,082	—	—	16.57	3/7/2029	—	—	—	—
	3/5/2020	49,757	—	—	17.30	3/5/2030	—	—	—	—
	3/31/2021(11)	14,210	42,633	—	26.99	3/31/2031	—	—	—	—
	3/31/2021(12)	—	—	—	—	—	9,170	510,311	—	—
	9/10/2021(13)	—	—	—	—	—	21,862	1,216,620	—	—
	3/30/2022(11)	—	40,695	—	39.17	3/30/2032	—	—	—	—
	3/30/2022(14)	—	—	—	—	—	7,961	443,030	—	—
	3/30/2022(10)	—	—	—	—	—	—	—	540	30,051
Steve P. Lawrence	3/31/2021(11)	14,210	42,633	—	26.99	3/31/2031	—	—	—	—
	3/31/2021(12)	—	—	—	—	—	9,170	510,311	—	—
	9/10/2021(13)	—	—	—	—	—	21,862	1,216,620	—	—
	3/30/2022(11)	—	40,695	—	39.17	3/30/2032	—	—	—	—
	3/30/2022(14)	—	—	—	—	—	7,961	443,030	—	—
	3/30/2022(10)	—	—	—	—	—	—	—	540	30,051

56 Academy Sports and Outdoors, Inc.


Sam J. Johnson	3/5/2020	1,952	—	—	17.30	3/5/2030	—	—	—	—
	3/31/2021(11)	12,789	38,369	—	26.99	3/31/2031	—	—	—	—
	3/31/2021(12)	—	—	—	—	—	8,253	459,279	—	—
	9/10/2021(13)	—	—	—	—	—	21,862	1,216,620	—	—
	3/30/2022(11)	—	40,695	—	39.17	3/30/2032	—	—	—	—
	3/30/2022(14)	—	—	—	—	—	7,961	443,030	—	—
	3/30/2022(10)	—	—	—	—	—	—	—	540	30,051
Manish Maini	6/6/2017	9,571	—	—	16.70	6/6/2027	—	—	—	—
	6/6/2017	33,683	—	—	16.70	6/6/2027	—	—	—	—
	4/5/2018	33,028	—	—	16.48	4/5/2028	—	—	—	—
	3/7/2019	17,641	—	—	16.57	3/7/2029	—	—	—	—
	3/7/2019	35,617	—	—	16.57	3/7/2029	—	—	—	—
	3/5/2020	35,977	—	—	17.30	3/5/2030	—	—	—	—
	3/31/2021(11)	8,526	25,579	—	26.99	3/31/2031	—	—	—	—
	3/31/2021(12)	—	—	—	—	—	5,502	306,186	—	—
	9/10/2021(13)	—	—	—	—	—	16,397	912,493	—	—
	3/30/2022(11)	—	24,417	—	39.17	3/30/2032	—	—	—	—
	3/30/2022(14)	—	—	—	—	—	4,776	265,784	—	—
	3/30/2022(10)	—	—	—	—	—	—	—	324	18,031

1.The numbers in this column represent vested Options outstanding as of January 28, 2023.

2.The numbers in this column represent unvested Options, outstanding as of January 28, 2023.

3.The expiration date for each of the Options is the date that is ten years after the initial grant date.

4.The numbers in this column represent RSUs that are subject to time vesting conditions, including Performance-based RSUs that were Earned RSUs as of January 28, 2023.

5.The numbers in this column represent RSUs that are subject to performance-based and time-based vesting conditions that were not earned as of January 28, 2023.

6.Amounts reported are based on $55.65, which was the closing price of our common stock on January 27, 2023, the last trading day before the end of our 2022 fiscal year.

7.The Options granted to Mr. Hicks vest as follows: 1/48th of the Options become vested and exercisable on each monthly anniversary of the grant date, subject to Mr. Hicks’s continued service through the applicable vesting date.

8.These Earned RSUs vest in monthly installments per the terms of Mr. Hicks’s employment agreement and will become fully vested by the 4th anniversary of the start of the 2021 fiscal year, subject to Mr. Hicks’s continued service through the applicable vesting date.

9.Reflects 93.7% of the 2022 Performance-based RSUs that became Earned RSUs and will vest in monthly installments thereafter per the terms of Mr. Hicks’s negotiated employment agreement and will become fully vested by the 4th anniversary of the start of the 2022 fiscal year, subject to Mr. Hicks’s continued service through the applicable vesting date.

10.Reflects outstanding Performance-based RSUs that have not become Earned RSUs. If the Committee determines that the twenty (20) trading-day average fair market value of a share of common stock as of January 30, 2026 equals or exceeds a specified target share price, then these will become vested Earned RSUs upon such determination by the Committee, subject to the NEO’s continued service through the applicable vesting date.

11.The Options granted to the NEO vests as follows: 25% become vested and exercisable on each anniversary of the grant date, subject to the NEO’s continued service through the applicable vesting date.

12.These Earned RSUs vest on each of the 2nd, 3rd, and 4th anniversaries of the start of the 2021 fiscal year, subject to the NEO’s continued service through the applicable vesting date.

13.These time-based RSUs granted to the NEO vest as follows: 50% become vested and exercisable on each of the second and third anniversaries of the grant date, subject to the NEO’s continued employment through the applicable vesting date, subject to the NEO’s continued service through the applicable vesting date.

14.Reflects 93.7% of the 2022 Performance-based RSUs that became Earned RSUs and vest on each of the 2nd, 3rd, and 4th anniversaries of the start of the 2022 fiscal year.

Academy Sports and Outdoors, Inc. 57

Option Exercises and Stock Awards Vested

The following table provides information on Options exercised and RSU awards that vested during the 2022 fiscal year which ended January 28, 2023.


	Options Awards Exercised		Stock Awards Vested
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)

Ken C. Hicks	—	—	29,286	1,070,628
Michael P. Mullican	81,008	3,236,356	3,056	98,678
Steve P. Lawrence	—	—	3,056	98,678
Sam J. Johnson	112,000	3,535,921	2,751	88,830
Manish Maini	98,340	3,474,027	1,834	59,220

1.The value realized equals the difference between the Option exercise price and the Company’s closing stock price on the exercise date, multiplied by the number of shares to which the exercise relates.

2.The value realized equals the Company’s closing stock price on the vesting date, multiplied by the number of shares to which the vesting relates. If the vesting date was on a day which the market was not open, then the closing price for the first preceding day the market was open was used.

Employment Agreements

The Company entered into an employment agreement with each of our NEOs and certain other members of senior management to help ensure the retention of those executive officers critical to the future success of the Company.

In general, each employment agreement, as in effect during 2022, provides for the following terms:

•Other than Mr. Lawrence, employment periods end on the first anniversary of the effective date of the employment agreement and automatically extend for an additional year on each anniversary of the effective date unless written notice of termination is given no later than 30 days prior to the end of the employment period (including any extension thereof) by either the Company or the NEO. The employment agreement with Mr. Lawrence has no specified employment term.

•NEOs are entitled to a base salary, which may be increased at the discretion of the Board or the Committee and are eligible to participate in the Company’s annual cash bonus plan pursuant to target bonus opportunities and pre-established performance targets, as determined by the Board or Committee.

•NEOs are entitled to reimbursement for all reasonable business expenses incurred in performing services under the NEO’s employment agreement in accordance with the Company’s expense reimbursement policy, including all travel expenses while away from home on business or at the request of and in the service of the Company.

•The following restrictive covenants apply to each NEO:

i.assignment of all rights of any intellectual property created during employment to the Company and, during employment and in perpetuity thereafter, confidentiality; and

ii.during employment and for up to 24 months (or 18 months for Mr. Maini) following termination, a non-compete, non-solicitation and no hire of team members, and non-solicitation of customers.

•Severance payments following termination of employment under certain circumstances, subject to execution of a release of claims and compliance with certain restrictive covenants, described under the heading “Potential Payments upon Termination of Employment or Change of Control.”

58 Academy Sports and Outdoors, Inc.

Special Provisions for Mr. Hicks:

•A guaranteed annual equity award with a grant date fair value equal to $4,000,000.

•Any time-vesting component of an annual equity award will provide for ratable monthly vesting over the applicable vesting period for such awards (subject, for any portion of the award that has both time-based and performance-based vesting, to any modifications imposed by the applicable performance vesting conditions, such as no vesting occurring prior to the date on which it is determined that the applicable performance conditions have been achieved); however if his service is terminated by the Company without Cause or due to his resignation for Good Reason (as such terms are defined in Mr. Hicks’s employment agreement) at any time prior to the six-month anniversary of the grant date, then 6/48th of the annual equity award will be vested and exercisable on the date of such termination. Mr. Hicks waived application of these special vesting terms for his 2023 annual awards.

•Reimbursement for entertainment and travel expenses incurred in performing services under his Employment Agreement and in accordance with the Company’s expense reimbursement policy, including all travel expenses while away from the Katy, Texas area on business or at the request of and in the service of the Company.

•Reimbursement or payment directly by the Company for reasonable 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.

•Use of a Company-owned vehicle when in Katy, Texas and all maintenance and insurance costs with respect to such vehicle.

•Reimbursement or payment directly by the Company on a monthly basis for reasonable and necessary expenses incurred by Mr. Hicks 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 transportation to and from airports).

•Receipt from the Company on a monthly basis of 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 these perquisites.

The special provisions noted above relating to equity awards will be eliminated effective as of June 1, 2023, and each of the remaining special provisions noted above will be eliminated effective as of July 2, 2023 under Mr. Hicks’s amended and restated employment agreement entered into in connection with his transition to Executive Chairman.

Severance Arrangements

Each NEO is entitled to receive severance benefits under the terms of his employment agreement upon either termination by us without Cause (as defined below) or a resignation by the NEO for Good Reason (as defined below). We provide these severance benefits in order to provide an overall compensation package that is competitive with that offered by the companies with which we compete for executive talent. Severance benefits help us retain our NEOs and allow our NEOs to focus on our business objectives without concern for their employment security in the event of a termination. Set forth below are the severance protections that were in effect during 2022.

Payments and Benefits

•Severance payments and benefits are subject to timely execution, without revocation, of an effective release of claims in favor of the Company and its affiliates.

•NEOs are not entitled to any severance payments or benefits if terminated for Cause or if they resign without Good Reason.

Death or Disability

If employment is terminated due to death or disability, the Company will pay to the executive or the designated beneficiary or legal representative (if applicable):

•Pro rata portion of the annual bonus under the Company’s annual cash bonus plan for the fiscal year in which the termination date occurs with the amount paid based solely on the Company’s financial performance metrics.

Academy Sports and Outdoors, Inc. 59

•Termination due to death or disability triggers limited accelerated vesting of outstanding Options (i.e., through the next vesting date, or for Mr. Hicks’s 2022 annual Option award through the next twelve months from termination).

Without Cause or for Good Reason

If the Company terminates employment without Cause or the NEO resigns for Good Reason, the Company will pay the following benefits:

•NEOs receive a cash severance amount equal to the product of their severance multiple which is 2.0x (or 1.5x for Mr. Maini) multiplied by the sum of their current base salary and the average annual bonus paid to (or earned by, to the extent not yet paid as of the termination date) for the two fiscal years immediately preceding the fiscal year in which the termination date occurs. Severance is paid ratably in 24 equal monthly installments (or 18 equal monthly installments for Mr. Maini) following the termination date in accordance with the Company’s normal payroll cycle and procedures. In addition to the cash severance amount, NEOs (other than Mr. Lawrence), receive a payout of accrued but unused paid time off as a lump sum amount in accordance with the Company’s normal payroll procedures.

•NEOs receive a pro rata portion of the annual bonus earned under the Company’s annual cash bonus plan for the fiscal year immediately preceding the fiscal year in which termination occurs (in lieu of the annual bonus that would have otherwise been due under the Company’s annual cash bonus plan for the performance period in which the termination date occurs). This is paid in equal installments ratably over 12 months following the termination date in accordance with the Company’s normal payroll cycle and procedures.

•NEOs receive an amount equal to 24 months (or 18 months for Mr. Maini) of basic life insurance premiums at the rates in effect immediately prior to the termination date and paid in a lump sum in cash on the first payroll date following the effective date of the release.

•NEOs (other than Mr. Hicks) and covered dependents receive medical insurance benefits (no less favorable than those provided to active NEOs and contingent on electing continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA) during the 24 month period (or 18 month period for Mr. Maini) following the termination date at a price equal to the COBRA rate while eligible for COBRA and thereafter at the cost of coverage. The Company will pay to the NEO each month during the 24 month period (or 18 month period for Mr. Maini) an amount equal to the excess, if any, of the monthly premium under the Company’s benefit plans under which such medical insurance benefits are provided, over the amount of the NEO’s portion of such premiums as if the NEO was an active employee. Payments provided under this benefit will cease at such time the NEO commences to receive medical insurance benefits from a subsequent employer.

Equity Award Accelerated Vesting

Change of Control

We have approved accelerated vesting provisions for Options and RSUs in connection with a termination of employment within the 24-month period following a Change of Control (as defined in the 2020 Equity Plan, as applicable to the award), and generally limited acceleration in the cases of termination due to death or disability in the absence of a Change of Control. Each NEO is entitled to a limited vesting acceleration, when the termination is due to death or disability, of outstanding unvested Options through the next vesting date immediately following the termination (except as it relates to Mr. Hicks’s 2022 annual Option award, which shall vest through the next twelve months from termination). Options and RSUs granted in 2021 provide for full accelerated vesting in connection with a termination without “Cause” or resignation for “Good Reason” (each as defined in the applicable award agreements) that occurs within the 24-month period following a Change of Control (please see “Potential Payments Upon Termination of Employment or Change of Control” for additional information regarding accelerated vesting in connection with a Change of Control). If the Change of Control occurs in the first year of a performance period, all performance awards are deemed to be earned; otherwise only Earned RSUs will have accelerated vesting and unearned Performance-based RSUs will be forfeited.

Potential Payments Upon Termination of Employment or Change of Control

The information below describes and estimates potential payments and benefits to which the NEOs would be entitled under existing arrangements if a qualifying termination of employment occurred on January 28, 2023, the last business day of our 2022 fiscal year, and based on the closing price of our stock of $55.65 on the last trading day of our 2022 fiscal year. These

60 Academy Sports and Outdoors, Inc.

benefits are in addition to benefits available generally to salaried team members. The amounts actually paid or distributed in connection with a termination of employment may differ from the estimates below.


		Termination Event
NEO	Payment Type	Retirement ($)(1)	Death or Disability ($)	Without Cause or Resignation for Good Reason ($)	Without Cause or Resignation for Good Reason Following Change of Control ($)(2)

Ken C. Hicks	Cash Severance (Salary and Bonus)	—	63,483	11,063,483	11,063,483
	Pro Rata Bonus	—	1,382,215	3,850,000	3,850,000
	COBRA Insurance	—	—	—	—
	Life Insurance	—	—	222	222
	Accelerated Vesting: Options	—	1,442,253	—	8,764,131
	Accelerated Vesting: Performance Restricted Units	—	—	—	5,095,314
	Total	—	2,887,951	14,913,705	28,773,150
Michael P. Mullican	Cash Severance (Salary and Bonus)	—	10,719	4,033,131	4,033,131
	Pro Rata Bonus	—	598,840	1,620,000	1,620,000
	COBRA Insurance	—	—	44,177	44,177
	Life Insurance	—	—	444	444
	Accelerated Vesting: Options	—	574,938	—	1,892,515
	Accelerated Vesting: Time Restricted Units	—	—	—	1,216,620
	Accelerated Vesting: Performance Restricted Units	—	—	—	953,341
	Total	—	1,184,497	5,697,752	9,760,228
Steve P. Lawrence	Cash Severance (Salary and Bonus)	—	—	5,099,877	5,099,877
	Pro Rata Bonus	—	667,771	1,804,800	1,804,800
	COBRA Insurance	—	—	44,177	44,177
	Life Insurance	—	—	444	444
	Accelerated Vesting: Options	—	574,938	—	1,892,515
	Accelerated Vesting: Time Restricted Units	—	—	—	1,216,620
	Accelerated Vesting: Performance Restricted Units	—	—	—	953,341
	Total	—	1,242,709	6,949,298	11,011,774

Academy Sports and Outdoors, Inc. 61


		Termination Event
NEO	Payment Type	Retirement ($)(1)	Death or Disability ($)	Without Cause or Resignation for Good Reason ($)	Without Cause or Resignation for Good Reason Following Change of Control ($)(2)
Sam J. Johnson	Cash Severance (Salary and Bonus)	—	14,886	3,583,935	3,583,935
	Pro Rata Bonus	—	512,676	1,386,000	1,386,000
	COBRA Insurance	—	—	44,177	44,177
	Life Insurance	—	—	444	444
	Accelerated Vesting: Options	—	534,184	—	1,770,309
	Accelerated Vesting: Time Restricted Units	—	—	—	1,216,620
	Accelerated Vesting: Performance Restricted Units	—	—	—	902,309
	Total	—	1,061,746	5,014,556	8,903,794
Manish Maini	Cash Severance (Salary and Bonus)	—	37,051	2,006,679	2,006,679
	Pro Rata Bonus	—	305,075	783,750	783,750
	COBRA Insurance	—	—	32,754	32,754
	Life Insurance	—	—	333	333
	Accelerated Vesting: Options	—	344,949	—	1,135,486
	Accelerated Vesting: Time Restricted Units	—	—	—	912,493
	Accelerated Vesting: Performance Restricted Units	—	—	—	571,970
	Total	—	687,075	2,823,516	5,443,465

1.Only Mr. Hicks is eligible to receive payments or benefits upon termination of employment due to Retirement pursuant to the terms in his 2022 annual equity award agreements. In 2022, Mr. Hicks did not meet the requirements for Retirement eligibility due to not meeting the years of continuous service condition.

2.Termination must occur within 24-months of a Change of Control to receive applicable equity award vesting acceleration.

62 Academy Sports and Outdoors, Inc.

Definitions

Termination due to Retirement:

Mr. Hicks needs to satisfy the following conditions to qualify for “Retirement”:

i.Attain the age of 65; and

ii.Complete five (5) years of continuous service with the Company.

As of the end of 2022, no other NEOs had Retirement termination benefits. Mr. Hicks did not meet the requirements for Retirement eligibility in the year due to not meeting the years of continuous service condition.

Termination for Cause:

The following reasons qualify as “Cause”:

i.NEO commits gross negligence or willful misconduct, an act of fraud, embezzlement, theft or other criminal act in connection with his duties or in the course of his employment with the Company;

ii.NEO commits an act leading to a conviction of a felony or a misdemeanor involving moral turpitude;

iii.NEO commits a material breach of any provision of his employment agreement; or

iv.NEO fails to perform any and all covenants contained in his employment agreement (including fiduciary duties and other employment obligations) for any reason other than death, disability.

Pursuant to the terms of their employment agreement, NEOs will have 30 days after receiving notice of a termination for Cause to cure or remedy any breach pursuant to items (iii) or (iv) above.

Termination for Good Reason:

The following reasons qualify as “Good Reason” if they occur without the applicable NEO’s prior written consent:

i.NEO (other than Messrs. Lawrence, Johnson, and Maini) is assigned any position, authority, duties or responsibilities that are materially inconsistent with current position, authority, duties, or other responsibilities as contemplated by applicable employment agreement, or, with respect to Messrs. Johnson and Maini, a material dimin