Annual Reports

 
Quarterly Reports

 
8-K

 
Other

  • SC 13G (Feb 14, 2018)
  • SC 13G (Feb 9, 2018)
  • SC 13G (Jan 19, 2018)
  • SC 13G (Jan 10, 2018)
  • Form 4 (Jan 2, 2018)
  • SC 13G (Dec 8, 2017)
Hibbett Sports DEF 14A 2015

Documents found in this filing:

  1. Def 14A
  2. Graphic
  3. Graphic
  4. Graphic


HIBBETT SPORTS, INC.
2700 Milan Court
Birmingham, Alabama 35211

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are invited to attend the Annual Meeting of Stockholders of Hibbett Sports, Inc. that will be held at the corporate offices of Hibbett Sports, Inc., 2700 Milan Court, Birmingham, Alabama 35211, on Thursday, May 28, 2015, at 11:00 A.M., local time for the following purposes:
·
Election of four (4) Class I Directors, Jane F. Aggers, Terrance G. Finley, Jeffry O. Rosenthal and Alton E. Yother, each for a three-year term expiring in 2018;
·
Ratification of the selection by the Audit Committee of the Board of Directors of  KPMG LLP as the Company's independent registered public accounting firm for Fiscal 2016;
·
Approval, by non-binding advisory vote, of the compensation of our named executive officers;
·
Approval of the 2015 Equity Incentive Plan;
·
Approval of the 2015 Employee Stock Purchase Plan;
·
Approval of the 2015 Director Deferred Compensation Plan; and
·
Transaction of any other business properly brought before the meeting and any adjournments or postponements of the meeting.

Information concerning these and other matters is contained in the accompanying Proxy Statement.

The Board of Directors has fixed the close of business on March 31, 2015 as the record date for the determination of stockholders who will be entitled to notice of and to vote at the meeting.

Please note that brokers may not vote your shares on the election of directors, the advisory vote on executive compensation or on the approvals of the 2015 Equity Incentive Plan, the 2015 Employee Stock Purchase Plan or the 2015 Director Deferred  Compensation Plan, in the absence of your specific instructions as to how to vote.  Whether or not you expect to attend the Annual Meeting in person, it is important that you vote and we urge you to vote on the Internet, by phone or complete, sign, date and return the enclosed proxy in the envelope provided.  If you attend the meeting and wish to change your vote, you can do so by voting in person at the meeting.

 
 
By Order of the Board of Directors,
 
Elaine V. Rodgers
 
Secretary

April 23, 2015
Birmingham, Alabama

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2015

The Company's Proxy Statement and Annual Report to stockholders for the fiscal year
ended January 31, 2015 are available at www.hibbett.com under "Investor Relations".
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PROXY STATEMENT

TABLE OF CONTENTS


 
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HIBBETT SPORTS, INC.
2700 Milan Court
Birmingham, Alabama 35211

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 28, 2015


GENERAL INFORMATION ABOUT THESE MATERIALS

This Proxy Statement is being mailed together with our Annual Report on Form 10-K to stockholders for the fiscal year ended January 31, 2015, as filed with the Securities and Exchange Commission (SEC).  These materials, along with our Notice of Annual Meeting, will be mailed to our stockholders of record on or about April 23, 2015.  The exhibits for the Form 10-K will be furnished upon request and payment of the cost of reproduction.  Such written request should be directed to Investor Relations, 2700 Milan Court, Birmingham, Alabama 35211.  Our SEC filings are also available on our website at www.hibbett.com under the heading "Investor Relations."

Introductory Note

References to "we", "our", "us" and the "Company" used throughout this document refer to Hibbett Sports, Inc. and its subsidiaries as well as its predecessors.  Unless specifically indicated otherwise, any reference to the following years or fiscal years relates to:
Year
Related Fiscal Year End
Weeks in Fiscal Period
2016 or Fiscal 2016
January 30, 2016
52
2015 or Fiscal 2015
January 31, 2015
52
2014 or Fiscal 2014
February 1, 2014
52
2013 or Fiscal 2013
February 2, 2013
53

How to Vote

Most stockholders have a choice of voting on the Internet, by telephone, or by mail using a traditional proxy card.  Please refer to the proxy card or other voting instructions included with these proxy materials for information on the voting methods available to you.  If you vote by telephone or on the Internet, you do not need to return your proxy card.

Reduce Printing and Mailing Costs

If you share the same last name with other stockholders living in your household, you may receive only one copy of our Proxy Statement and 2015 Annual Report.  Please see the response to the question "What is "householding" and how does it affect me?" for more information on this stockholder program.

Stockholders may help us to reduce printing and mailing costs further by opting to receive future proxy materials by e-mail.  Please see the response to the question "Can I access the Notice of Annual Meeting, Proxy Statement and 2015 Annual Report on the Internet?" for more information on electronic delivery of proxy materials.

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FREQUENTLY ASKED QUESTIONS

When and where will the meeting take place?  The Annual Meeting will be held on Thursday, May 28, 2015, at 11:00 a.m., local time, at the corporate offices of Hibbett Sports, Inc., 2700 Milan Court, Birmingham, Alabama.  Stockholders will be admitted to the Annual Meeting beginning at 10:45 a.m., local time.  Seating will be limited.

What is the purpose of this meeting and these materials?  This is the Annual Meeting of our stockholders.  At the Annual Meeting, you will be asked to vote on:
·
the election of directors for a three-year term expiring in 2018;
·
the ratification of our Audit Committee's selection of independent registered public accounting firm for 2016;
·
the approval, by a non-binding advisory vote, of our named executive officers' compensation;
·
the approval of the 2015 Equity Incentive Plan;
·
the approval of the 2015 Employee Stock Purchase Plan;
·
the approval of the 2015 Director Deferred Compensation Plan; and
·
any other business that may properly come before the meeting.

Our Board of Directors strongly encourages you to exercise your right to vote on these matters. Your vote is important. Voting early through the Internet, by telephone or by a proxy or voting instruction card helps ensure that we receive a quorum of shares necessary to hold the meeting.  After the conclusion of the formal business of the Annual Meeting, management may give a report on our performance during the fiscal year that ended on January 31, 2015 to interested stockholders.

How do the Directors of the Company recommend that I vote?  The Board of Directors unanimously recommends that you vote:

PROPOSAL 1: FOR the election of Jane F. Aggers, Terrance G. Finley, Jeffry O. Rosenthal and Alton E. Yother as Directors of the Company for terms expiring in 2018;

PROPOSAL 2: FOR the ratification of the Audit Committee's selection of KPMG LLP as our independent registered public accounting firm for 2016;

PROPOSAL 3: FOR the approval of our named executive officers' compensation;

PROPOSAL 4: FOR the approval of the 2015 Equity Incentive Plan;

PROPOSAL 5: FOR the approval of the 2015 Employee Stock Purchase Plan; and

PROPOSAL 6: FOR the approval of the 2015 Director Deferred Compensation Plan.

Who is entitled to vote at the Annual Meeting?  Holders of Hibbett Sports, Inc. common stock at the close of business on March 31, 2015, are entitled to receive this Notice and to vote their shares at the Annual Meeting.  As of that date, there were 24,896,650 shares of common stock outstanding and entitled to vote.  Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?  The most common ways in which stockholders hold Hibbett Sports stock are:
·
directly with our transfer agent, Computershare, Inc. (stockholder of record); or
·
indirectly through an account with an institutional or nominee holder of our stock such as a broker or bank who is the record holder of the stock (beneficial owner).

If you hold your shares as a stockholder of record, our transfer agent sends the proxy materials to you and your vote instructs the proxies how to vote your shares.

If you hold your shares indirectly (in street name) as a beneficial owner, your broker, bank or other nominee delivers the proxy materials to you.  Your vote instructs your nominee how to vote your shares, and that nominee in turn instructs the proxies how to vote your shares.
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How do I vote?  You may vote using any of the following methods:

A. By Mail

Be sure to complete, sign and date the proxy card or voting instruction card and return it in the prepaid envelope.  If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the Board of Directors.

If you are a stockholder of record, and the prepaid envelope is missing, please mail your completed proxy card to Hibbett Sports, Inc., c/o Computershare Investor Services, P.O. Box 43102, Providence, Rhode Island 02940-5067.

B. By Telephone or on the Internet

The telephone and Internet voting procedures established by Hibbett Sports, Inc. for stockholders of record are designed to authenticate your identity, to allow you to give your voting instructions and to confirm that those instructions have been properly recorded.

You can vote by calling the toll free telephone number on the proxy card.  Please have your proxy card in hand when you call.  Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

The website for Internet voting is www.investorvote.com/hibb.  Please have your proxy card handy when you go on-line.  As with telephone voting, you can confirm that your instructions have been properly recorded.  If you vote on the Internet, you also can request electronic delivery of future proxy materials.

Telephone and Internet voting for stockholders of record will be available 24 hours a day, and will close at 11:59 p.m. Central Daylight Savings Time on May 27, 2015.  The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your broker, bank or other holder of record.  Therefore, we recommend that you follow the voting instructions in the materials you receive.

If you vote by telephone or on the Internet, you do not have to return your proxy card or voting instruction card.

C. In person at the Annual Meeting

All stockholders may vote in person at the Annual Meeting.  You may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person.  If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to an independent inspector of the election with your ballot to be able to vote at the Annual Meeting.

Your vote is important.  You can save us the expense of a second mailing by voting promptly.

What can I do if I change my mind after I vote my shares?  If you are a stockholder of record, you can revoke your proxy before it is exercised by:
·
written notice to the Secretary of the Company;
·
timely delivery of a valid, later-dated proxy or a later-dated vote by telephone or on the Internet; or
·
voting by ballot at the Annual Meeting.

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If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker or other holder of record.  You may also vote in person at the Annual Meeting if you obtain a legal proxy as described in the answer to the previous question.

All shares that have been properly voted and not revoked will be voted at the Annual Meeting.

What shares are included on the proxy card?  If you are a stockholder of record, you will receive only one proxy card for all the shares you hold:
·
in certificate form; and
·
in book-entry form.

If you are a beneficial owner, you will receive voting instructions, and information regarding consolidation of your vote, from your bank, broker or other holder of record.

What is "householding" and how does it affect me?  We have adopted a procedure approved by the Securities and Exchange Commission (SEC) called "householding."  Under this procedure, stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our Notice of Annual Meeting, Proxy Statement and of our Annual Report, unless one or more of these stockholders notifies us that they wish to receive individual copies.  This procedure is designed to reduce our printing costs and postage fees.

Stockholders who participate in householding will continue to receive separate proxy cards.  If you participate in householding and wish to receive a separate copy of this Notice of Annual Meeting, Proxy Statement and Annual Report, or if you do not wish to participate in householding and prefer to receive separate copies of these documents in the future, you can request information about householding from your bank, broker or other holder of record.

Is there a list of stockholders entitled to vote at the Annual Meeting?  The names of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the Annual Meeting for any purpose relevant to the Annual Meeting, between the hours of 8:00 a.m. and 3:00 p.m., at our principal executive offices at 2700 Milan Court, Birmingham, Alabama 35211, by contacting the Secretary of the Company.

What is the effect of abstentions and broker non-votes?  Proxies marked "abstain" or proxies required to be treated as broker "non-votes" will be viewed as present for purposes of determining whether there is a quorum at the Annual Meeting.  A broker "non-vote" occurs when a broker or nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the broker or nominee does not have discretionary voting power and has not received instructions from the beneficial owner of the shares.  Abstentions with respect to any matter will have the same effect as a vote against that proposal.

Pursuant to New York Stock Exchange (NYSE) rules, brokers may vote on routine matters but do not have discretionary power to vote your shares on "non-routine" matters unless the broker receives appropriate instructions from you.  The ratification of the selection of the independent registered public accounting firm (Proposal 2) is the only item on the agenda for the Annual Meeting that is considered routine.  The election of Directors, the vote on an advisory basis for named executive officer compensation and the votes for approval of all three proposed equity plans are considered "non-routine" matters.  Due to NYSE rules, brokers are not able to vote your shares with respect to "non-routine" matters if you have not provided instructions.  Therefore, we strongly urge you to vote your shares.

What are the voting requirements to elect the Directors discussed in this Proxy Statement?  The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum.  The affirmative vote of a majority of the shares of our common stock present, in person or by proxy, at the Annual Meeting and entitled to vote is required for the election of each Director and for approval of each of the other proposals discussed in this Proxy Statement.  You may vote "for" or "against" or "abstain" with respect to each vote.

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Could other matters be decided at the Annual Meeting?  At the date that this Proxy Statement went to press, we did 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, the Board of Directors have designated (on the proxy card enclosed) Scott J. Bowman (our Chief Financial Officer) and David M. Benck (our general counsel) as proxies who will have the discretion to vote on those matters for you.

Can I access the Notice of Annual Meeting, Proxy Statement and the 2015 Annual Report on the Internet?  The Notice of Annual Meeting, Proxy Statement and 2015 Annual Report, are available on our website at www.hibbett.com.  Instead of receiving future copies of our Proxy Statement and Annual Report materials by mail, most stockholders can elect to receive an e-mail that will provide electronic links to them.  Opting to receive your proxy materials via the Internet will save us the cost of producing and mailing documents to your home or business and also will give you an electronic link to the proxy voting site.

Stockholders of Record:  If you vote on the Internet at www.investorvote.com/hibb, simply follow the prompts for enrolling in the electronic proxy delivery service.  You also may enroll in the electronic proxy delivery service at any time in the future by going directly to www.econsent.com and following the enrollment instructions.

Beneficial Owners:  If you hold your shares in a brokerage account, you also may have the opportunity to receive copies of these documents electronically.  Please check the information provided in the proxy materials mailed to you by your bank or other holder of record regarding the availability of this service.

Who will pay for the cost of this proxy solicitation?  We will pay the cost of soliciting proxies.  Directors, executive officers or employees may solicit proxies on our behalf by telephone, electronic transmission and facsimile transmission.  We have hired Corporate Communications, Inc. to distribute and solicit proxies.  We will reimburse Corporate Communications for reasonable expenses for these services.  Total fees and reimbursements paid to Corporate Communications in Fiscal 2015 were approximately $81,000 that included approximately $32,000 for proxy distribution, together with our Annual Report, and solicitation.

Who will count the vote?  Representatives of our transfer agent, Computershare, Inc., will tabulate the votes.  Corporate Communications, Inc. will act as independent inspectors of election.

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE MATTERS

Our Corporate Governance Principles

Our Board of Directors has adopted Corporate Governance Guidelines and intends to follow the principles of corporate governance summarized below:

Board Composition

·
Director Independence.  The Board consists of a majority of independent Directors as governed by the independence requirements of the NASDAQ Stock Market (NASDAQ) corporate governance listing standards and any applicable law.  The Board considers all relevant facts and circumstances in making an independence determination.

It is the responsibility of each Director and prospective Director to disclose to the Board any relationship that could impair his or her independence or any conflict of interest with the Company, including, but not limited to, family members, customers, suppliers, legal counsel, consultants of the Company, significant stockholders of the Company and any competitor or other person having an interest adverse to the Company.  Each Director is required to complete an annual questionnaire providing information necessary for the Company to assist the Board in reconfirming each Director's independence and making required disclosures in the Company's Proxy Statement, where applicable.

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·
Chairman/Lead Director.  The Board elects a Chairman to carry out duties assigned by the Company's By-laws or, from time to time, the Board.  In the event the Chairman is not an independent Director, the Board also designates a Lead Director who shall be an independent Director.  The primary duties of the Lead Director are to preside over executive sessions solely of independent Directors, work with the Chairman to set agendas for meetings of the Board and communicate feedback between the Board and the non-independent Chairman.

Our Chairman, Michael J. Newsome, served as Executive Chairman of the Board until February 2, 2014.  In light of his past employment with the Company, Mr. Newsome is not considered an independent Director under NASDAQ listing standards.  Alton E. Yother serves as our Lead Director.

Our Board believes that its current leadership structure encompasses an appropriate balance between strong and consistent leadership and independent and effective oversight of the Company.  Our non-independent Chairman, Mr. Newsome, is an experienced and well-respected former sporting goods retail executive with many years of Board experience.  He is well positioned to chair regular Board meetings, communicate with executive management and help ensure that key business issues and stockholder matters are brought to the Board's attention.  This leadership structure enhances communication and promotes unified leadership.

Nomination of Directors

·
Role of the Nominating and Corporate Governance Committee.  The Nominating and Corporate Governance Committee (NCG Committee) is responsible for the recommendation of nominees for election as Director to the Board.  Nominees recommended by the NCG Committee may be elected by the Board to fill a vacancy or may be recommended by the Board for election by the stockholders.

Our NCG Committee does not have a written diversity policy.  However, it does give consideration to potential candidates who would promote diversity on the Board that would benefit our stockholders, particularly in areas of expertise that align effectively with our long-term strategic plans.  Our current and nominated directors have a wide range of viewpoints, background, experience and demographics.

·
Qualification of Directors.  In evaluating candidates for election to the Board, the NCG Committee takes into account the qualifications of the individual candidate as well as the composition of the Board as a whole.  Among other things, the NCG Committee considers:
·
the candidate's ability to help the Board create stockholder wealth,
·
the candidate's ability to represent the interests of the stockholders,
·
the business judgment, experience that is relevant to the business and acumen of the candidate,
·
the need of the Board for Directors having certain skills and experience that is relevant to the business,
·
the candidate's ability to fully participate in Board activities and fulfill the responsibilities of a director, including attendance at and active participation in, meetings of the Board or its committees,
·
other business and professional commitments of the candidate, including the number of other boards (public, private and charitable) on which the candidate serves, and
·
the financial sophistication of the candidate, including the ability to qualify as "financially literate" under NASDAQ listing standards.

The NCG Committee ensures that one or more of the Directors qualify as an "audit committee financial expert" under the rules of the Securities and Exchange Commission.

In making a recommendation regarding the re-election of an existing member of the Board, the NCG Committee considers the Director's tenure and makes an assessment of the Director's past contributions and effectiveness as a Board member and his or her ability to continue to provide future value to the Board.  Any Director appointed to the Board by the Board to fill a vacancy will stand for election at the time required under applicable law, generally the next election of the class for which such Director has been chosen.

8


·
Service on Other Boards.  No Director may serve on more than two boards of publicly-traded companies, other than the Company, without prior approval of the Board.  A Director desiring to serve on another public company board shall notify the NCG Committee before accepting the appointment to that board and provide information requested in order to enable the NCG Committee to determine whether or not the additional directorship impairs the Director's independence or ability to effectively perform his or her duties as a Director.  Our Company counsel advises the NCG Committee as to whether the appointment may impair the Director's independence or raise other legal issues.  Commitments of a Director or candidate to other board memberships are considered in assessing the individual's suitability for election or re-election to the Board.

·
Election of Directors.  The voting standard for the election of Directors is established in the Company's Certificate of Incorporation, in conformity with the By-Laws of the Company.  Our current By-Laws require Directors to be elected by the affirmative vote of a majority of the shares of capital stock of the Company present, in person or by proxy, at a meeting of stockholders and entitled to vote on the subject matter.

·
Stockholder Nominations.  The NCG Committee is responsible for considering any submissions by stockholders of candidates for nomination to the Board, evaluating the persons proposed and making recommendations with respect thereto to the whole Board.

Size of the Board of Directors

Our Board of Directors has a maximum of ten and a minimum of seven members.  Within this range, the Board sets the number.  Currently, our Board consists of ten Directors who are divided into three classes. The term of our Class I Directors expires at the close of the Annual Meeting this year.  The term of our Class II Directors expires at the close of the Annual Meeting in 2016.  The term of our Class III Directors expires at the close of the Annual Meeting in 2017.

The size of the Board and experience of Board members that is relevant to the Company's business is assessed regularly by the NCG Committee.  The Board may increase or decrease the number of Directors within the limits of Delaware law to accommodate the best interests of the Company and its stockholders.

Director Compensation Review

The NCG Committee annually reviews the Director compensation program and recommends any changes to the Board for approval.  The NCG Committee's goal is to align the Board with the long-term interests of the Company's stockholders and to compensate Directors fairly for their work while promoting ownership by the Directors of Company stock.  Outside consultants may be retained to obtain advice on competitive compensation practices.

Director Tenure

The Board has not established a fixed maximum term for a Director, although the NCG Committee considers a Director's tenure in making a recommendation to the Board whether or not a Director shall be nominated for re-election to another term.  Neither has the Board established a fixed age at which a Director may not be nominated for re-election.

Director Responsibilities

·
General.  It is the responsibility of the Directors to exercise their business judgment and act in the best interest of the Company and its stockholders.  Directors must act ethically at all times and adhere to the applicable provisions of the Company's Code of Business Conduct and Ethics, a copy of which is posted on our website at www.hibbett.com.

9


·
Understanding of the Company's Business.  Directors should become and remain informed about our Company and its business, including, among other things:
§
our principal operational and financial objectives;
§
our strategies and plans;
§
our results of operations and financial condition;
§
factors that determine our Company's success; and
§
risks that are inherent to our Company and industry and the control processes with respect to such risks.

·
Ownership of and Trading in Company Securities.  The Directors must adhere to any guidelines established by the Board relating to required ownership of Company equity.  Directors must comply with the Company's policy on trading in securities of the Company and specific guidance provided by the appropriate Company officers regarding periods when Directors should refrain from trading in the Company's securities.  Annually, each Director shall sign the Company's Insider Trading Policy then in effect.

·
Conflicts of Interest.  In the event that any executive officer of the Company has a conflict of interest or seeks a waiver of any other provision of the Code of Business Conduct and Ethics for which a waiver may be obtained, the officer shall notify the Lead Director or a designated Company officer, who shall arrange for the NCG Committee and the Board to consider the request.  The waiver is granted only if approved by both groups.

In the event a Director has an actual or potential conflict of interest with respect to a matter involving the Company, the Board shall determine what action, if any, is required, including whether the Director should recuse himself or herself from discussion or voting with respect to the matter.  In the case of a conflict of interest that is of an ongoing and material nature, the Director shall be asked to tender his or her resignation.

·
Governance Review.  At least annually, the Board reviews the governance structure of the Company, including any provision of its Certificate of Incorporation and By-Laws affecting governance, other arrangements containing provisions that become operative in the event of a change in control of the Company, governance practices and the composition of the Company's stockholder base.

Attendance and Meeting Materials

Directors are expected to attend Board meetings and Committee meetings on which they serve in order to best fulfill their responsibilities.  Meeting materials are provided to the Board prior to a scheduled meeting.  Directors are responsible for reviewing these materials in advance of the meetings.  All Board members are expected to attend our Annual Meeting of Stockholders unless an emergency prevents them from doing so.  All of our Directors were in attendance at the 2014 Annual Meeting of Stockholders.

Director Orientation

Upon initial election, the Company provides Directors with orientation and reference materials to familiarize themselves with the Company's senior management, independent registered public accounting firm, Code of Business Conduct and Ethics, Insider Trading Policy and other compliance programs.  In addition, new Directors must attend a director education program within their first three-year term.  The Board also encourages other appropriate Company officers to attend director education programs or other programs as needed to stay informed of trends and changes in corporate governance.

10


Board Committees

·
Committee Designation and Composition.  It is the general policy of the Company that the Board as a whole considers and makes all major decisions other than decisions that are required to be made by independent committees.  As a consequence, the committee structure of the Board is limited to those committees considered to be basic to, or required for, the operation of a publicly-traded company.  Currently, these committees are the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.  Additional committees may be established by the Board as necessary or appropriate.

The Board as a whole determines the members and chairs of these Committees.  All Committees are made up solely of independent Directors.  The membership of Committees is rotated from time to time.  Committee members and chairmen serve one-year terms and are appointed by the Board upon recommendation of the NCG Committee.

Each committee determines who attends each meeting and whether the committee wishes to conduct any of its proceedings in an executive session.  Executive sessions, consisting only of independent Directors, are conducted not less than twice a year by each committee.

·
Committee Compensation.  The Board, upon recommendation of the NCG Committee, establishes the compensation of each committee member and may provide different compensation for members and chairs of various committees.

Audit Committee and Independent Registered Public Accounting Firm

·
Audit Committee Independence and Qualifications.  Other than Director fees, Audit Committee members may not receive any additional compensation from the Company.  All members of the Audit Committee shall meet the independence requirements of NASDAQ and the SEC and the financial literacy requirements of NASDAQ, as provided in the Audit Committee Charter.  At least one member of the Audit Committee at all times shall qualify as an "audit committee financial expert" as defined by the rules and regulations of the SEC.

·
Stockholder Vote on Independent Registered Public Accounting Firm.  The Company provides for an advisory stockholder vote to approve the selection of the Company's independent registered public accounting firm at each Annual Meeting of Stockholders.  The stockholder vote is not binding on the Company or the Board or its Audit Committee and shall not be construed as overruling a selection decision by the Company.

Board Meetings and Agendas

The Board is responsible for an annual review of strategy, financial and capital plans, enterprise risk, as well as quarterly reviews of the performance and plans of the Company's business and matters on which the Board is legally required to act.  The CEO may propose other key issues for the Board's consideration.

Agendas and meeting minutes of the committees are shared with the full Board.  The Chairman of each committee develops meeting agendas, with the support of members of management and taking into account the views of the committee members.

Management Attendance

The Board regularly requests the attendance of senior officers of the Company at Board meetings to provide insight and to update items being addressed by the Board or its committees.  The Board and CEO may invite other members of management as it deems appropriate.

11


Evaluations and Succession Planning

·
CEO Review.  The Nominating and Corporate Governance Committee is responsible for conducting an annual review of the CEO's performance in the event the CEO is also a Director.  The Board reviews the report of the NCG Committee in order to ensure the CEO is providing effective leadership for the Company.

·
Succession Planning.  The Compensation Committee makes an annual report to the Board on succession planning to ensure management continuity.  The CEO recommends and evaluates potential successors and reviews any development plans recommended for such individuals.

Board Assessment

·
Board Performance.  Self-assessment of the performance of the Board is conducted annually and is led by the NCG Committee.  The Board utilizes Company counsel to assist in these assessments.

·
Director Performance.  The NCG Committee also conducts an annual review of each Director on the Board to assist in determining the proper composition of the Board and each of the committees.  Among consideration is each Director's attendance at Board and committee meetings, preparation for Board meetings, participation in Board discussions, experiences relevant to the Director's service on the Board and committees, knowledge in areas relevant to the Company's business, contributions to the Board's decision-making process and other such items the NCG Committee believes useful in determining such Director's qualifications and fulfillment of responsibilities.

Board Interaction with Third Parties and Employees

·
Third Party Access.  The Board recognizes that management speaks on behalf of the Company.  However, the Board has established procedures for third party access to the Chairman and to non-management Directors as a group.  The Board and committees have the right to retain outside financial, legal or other advisors and shall have appropriate access to the Company's internal and external auditors and outside counsel.

·
Employee Access.  Board members have full access to the Company's management and employees and will use their judgment to assure that any contacts will not disrupt the daily business operation of the Company.  The CEO and the Secretary of the Company are copied, as appropriate, on any written communication between a Director and an officer or employee.

·
Receipt of Complaints.  The Audit Committee has established procedures for receipt, retention and treatment of complaints regarding accounting, internal controls over financial reporting or auditing matters and the confidential, anonymous submission by employees, customers or vendors of the Company or any other person of concerns regarding questionable accounting or auditing matters.

Recoupment Policy

The Board will seek recoupment, in its discretion, from a senior executive of any portion of performance-based compensation as it deems appropriate, if it is determined that the senior executive engaged in fraud, willful misconduct, recklessness or gross negligence that caused or otherwise significantly contributed to the need for a material restatement of the Company's financial statements as defined in our Corporate Governance Guidelines.  Performance-based compensation subject to recoupment under these guidelines includes annual cash incentive/bonus awards and all forms of equity-based compensation.

These Corporate Governance Guidelines were adopted by the Board on May 29, 2014 upon recommendation by the NCG Committee.  A copy of these guidelines is posted on our website at www.hibbett.com and accessible to all investors.

12


Board Oversight of Business Risks

Enterprise-Wide Risk Oversight

The Board utilizes our Enterprise Risk Management (ERM) program to assist in fulfilling its oversight of our risks.  Management, which is responsible for day-to-day risk management, conducts an annual risk assessment of our business risks and maintains a risk committee that reports to the Audit Committee.  The risk assessment program is global in nature and has been developed to identify and assess the Company's risks, as well as identify steps to mitigate and manage each risk identified.  Management, including our Named Executive Officers (NEOs) and other key personnel, participate in the ERM program.

While risk oversight is a full Board responsibility, the responsibility for monitoring the ERM program has been delegated to the Audit Committee.  As such, our Corporate Risk Assessor reports directly to the Chairman of the Audit Committee as it relates to ERM.  The Audit Committee oversees the delegation of specific risk areas among other Board committees, consistent with their corresponding charters and responsibilities.  Appropriate members of management are assigned responsibility for each identified risk which includes monitoring the risk, assessing its potential impact and the Company's vulnerability, determining its potential speed of onset and developing initiatives to manage the risk.  In addition, the Board or Audit Committee is updated at least quarterly on the ERM program.

Each key risk is reviewed at least annually, with many topics reviewed on several occasions throughout the year.  We believe that our approach to ERM optimizes our ability to assess inter-relationships among the various risks, make informed cost-benefit decisions and approach emerging risks in a proactive manner for the Company.  We also believe our risk structure complements our current Board leadership structure, as it allows our independent Directors to exercise effective oversight of the actions of management in identifying risks and implementing effective risk management policies and controls.

Enterprise-Wide Incentive Compensation Risk Assessment

Our Compensation Committee is responsible for oversight of risk associated with our compensation plans.  As part of the ERM program, our cash and equity incentive compensation programs are periodically reviewed and assessed for design elements or features that could incentivize employees to incur excessive risk.  The ERM program also considers policies in place to mitigate excessive risk taking such as the Company's recoupment policy, stock ownership guidelines and performance level metrics.

There has been no substantial change to our compensation programs in the last three fiscal years.  Management has concluded that the level of risk associated with the Company's enterprise-wide compensation programs is not reasonably likely to have a material adverse effect on the Company.

Committee Charters

The responsibilities of each of the committees are determined by the Board and are set forth in the committee's charters which are reviewed annually and posted on our website at www.hibbett.com.

Communicating with Our Board Members

Our stockholders may communicate directly with our Board of Directors.  You may contact any member (or all members), any committee of the Board or any chairman of any such committee by mail.  Any stockholder desiring to communicate to our Directors may do so by sending a letter addressed to the person, persons or committee the stockholder wishes to contact, in care of Investor Relations, Hibbett Sports, Inc., 2700 Milan Court, Birmingham, Alabama 35211.  The letter should state that the sender is a current stockholder.  We intend to disclose any future changes to this stockholder communication process under the "Investor Relations" heading of our website located at www.hibbett.com.

13


All mail received as set forth in the preceding paragraph will be examined by management and/or our general counsel for the purpose of determining whether the contents actually represent messages from stockholders to our Directors.  Relevant communications will be promptly distributed to the Board or to any individual Director or Directors as appropriate, depending on the facts and circumstances outlined in the communication.  In that regard, the Hibbett Sports, Inc. Board of Directors has requested that certain items that are unrelated to the duties and responsibilities of the Board should be excluded, such as:
·
business solicitations or advertisements;
·
junk mail or mass mailings;
·
new product suggestions, product complaints or product inquiries;
·
résumés or other forms of job inquiries; and
·
spam or surveys.

We also examine the mailing from the standpoint of security.  Any material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any outside Director upon request.

Director Qualification Standards

Pursuant to Rule 5605 of the NASDAQ Stock Market, Inc. Marketplace Rules, our Board of Directors determines whether each Director is independent.  In accordance with the standards, the Board must determine that an independent Director has no material relationship with us other than as a Director.  The standards specify the criteria by which the independence of our Directors will be determined, including strict guidelines for Directors and their immediate families with respect to past employment or affiliation with us or our independent registered public accounting firm.  The standards also prohibit Audit Committee members from having any direct or indirect financial relationship with us, and restrict both commercial and not-for-profit relationships between us and each Director.  We may not give personal loans or extensions of credit to our Directors, and all Directors are required to deal at arm's length with us and our subsidiaries, and to disclose any circumstance that might be perceived as a conflict of interest.

Director Independence

We are committed to principles of good corporate governance and the independence of a majority of our Board of Directors from our management.  All members of our Audit, Compensation and Nominating and Corporate Governance Committees have been determined by our Board to be independent Directors as defined under Rule 5605 of the NASDAQ Stock Market, Inc. Marketplace Rules.

In accordance with these standards, the Board annually reviews the independence of each Director with the help of our Company counsel.  During this review, the Board considers transactions and relationships between each Director or any member of his or her immediate family and us, our subsidiaries and affiliates.  The Board also considers whether there are any transactions or relationships between Directors or any member of their immediate family (or any entity of which a Director or an immediate family member is an executive officer, general partner or significant equity holder).  The purpose of this review process is to determine whether any relationships or transactions exist that are inconsistent with a determination the Director is independent.

As a result of this review, the Board has affirmatively determined that none of our Directors or nominees has a material relationship with us, other than Michael J. Newsome who was a member of management through Fiscal 2014 and Jeffry O. Rosenthal who is a member of management.  All committees of our Board are comprised solely of independent Directors.

In making this determination, the Board considered that in the ordinary course of business, transactions may occur with a company or firm with which we do business and that one or more of our Directors may also have a relationship.  Our Board has determined that such involvement is not material and does not violate any part of the definition of "independent Director" under NASDAQ listing standards.  Our non-independent Directors, Mr. Newsome and Mr. Rosenthal, are not members of any of our committees.

14


Policies on Business Ethics and Conduct

Our Board has adopted a Code of Business Conduct and Ethics (Code) for all our employees, executive officers and Directors, including our Chairman, Chief Executive Officer and senior financial officers.  A copy of this Code may be viewed at our corporate website, www.hibbett.com under the heading "Investor Relations."  The contents of any amendments to the Code are also displayed on our website in lieu of filing them on Form 8-K.  In addition, a printed copy of our Code will be provided to any stockholder upon request submitted to Investor Relations at our address listed elsewhere in this Proxy Statement.

The Code is intended to focus on areas of ethical and material risk and to help us recognize and deal with ethical issues, provide mechanisms to report unethical conduct and foster a culture of honesty, integrity and accountability.

All of our employees, including our Chief Executive Officer and Chief Financial and Principal Accounting Officer, are required by our policies on business conduct to ensure that our business is conducted in a consistent legal and ethical manner.  These policies form the foundation of a comprehensive process that includes compliance with all corporate policies and procedures, an open relationship among colleagues that contributes to good business conduct and the high integrity level of our employees.  Our policies and procedures cover all areas of professional conduct, including employment policies, conflicts of interest, intellectual property and protection of confidential information and insider trading, as well as strict adherence to all laws and regulations applicable to our business.

Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of our policies and procedures.  The Sarbanes-Oxley Act of 2002 requires audit committees to have procedures to receive, retain and treat complaints received regarding accounting, internal controls over financial reporting or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting and auditing matters.  We have such procedures in place.  In addition, we require employees to report to the appropriate internal contacts evidence of any actual, potential or suspected material violation of state or federal law or breach of fiduciary duty by us or any of our executive officers, Directors, employees or agents.

Board and Committee Meeting Attendance

During Fiscal 2015, the Board of Directors met 7 times.  Each current Director serving on the Board during all of Fiscal 2015 was present for at least 75% of the meetings of the Board and the meetings held by all committees of the Board on which he or she served during the fiscal year.

The Board of Directors

Current Nominees (see Proposal Number 1)

Jane F. Aggers, age 67, was appointed to our Board effective December 1, 2010 and currently serves as Chairman of our Audit Committee and as a member of our Compensation Committee.  She holds a Bachelor of Science in Business Administration degree from Bowling Green State University.  Ms. Aggers brings over 40 years of experience in the retail industry and served as President and Chief Executive Officer of Hancock Fabrics, Inc., a specialty fabric and home accessory retailer, from 2005 through January 2011.  Prior to that time, she served as co-founder of MMI, a marketing and business consulting firm and served 24 years in various merchandising roles at Jo-Ann Fabric and Craft Stores, with her last position as Executive Vice President and was a buyer with The Higbee Company.  Additionally, Ms. Aggers has served on the Board of Directors of Hancock Fabrics and Moto Photo, Inc., where she served on the Audit, Compensation and Special Independent Committees.  She has also served on several non-profit and civic boards.  Ms. Aggers' professional background, particularly as CEO of a publicly-traded company, brings specific knowledge and experience of retailing, including public board experience, merchandising, marketing and management.  She qualifies as an "audit committee financial expert."

15


Terrance G. Finley, age 61, has been a Director since March 2008 and is currently a member of our Audit Committee and our Nominating and Corporate Governance Committee.  He holds a Bachelor of Arts degree in Political Science and Communications from Auburn University.  Mr. Finley is currently President and Chief Executive Officer of Books-A-Million, Inc., where he has worked as President and Chief Operating Officer, Executive Vice President – Chief Merchandising Officer and in various positions within the merchandising group since 1993.  His current responsibilities include all the company's store operations, merchandising, marketing, publishing, import and Internet activities.  Mr. Finley is a 37-year veteran of the book industry and has led several of Books-A-Million's business units, including the launching of its e-commerce effort.  His strong experience in retail store operations, merchandising and marketing are complimentary to the operations of our Company, especially considering that many of our markets are the same.

Jeffry O. Rosenthal, age 57, was appointed as a non-independent Director of our Board in October 2013.  Mr. Rosenthal has been our Chief Executive Officer and President since March 2010.  Formerly, he served as President and Chief Operating Officer from February 2009 through March 2010 and as Vice President of Merchandising from August 1998 through February 2009.  Prior to joining us, Mr. Rosenthal was Vice President and Divisional Merchandise Manager for Apparel with Champs Sports, a division of Foot Locker, Inc. from 1981 to 1998.

Alton E. Yother, age 62, has been a Director since August 2004 and serves as the Lead Director of our Board and as a member of all committees of the Board.  He holds a Bachelor of Science degree in Finance from the University of Alabama.  Mr. Yother worked as Executive Vice President and Controller of Regions Financial Corporation (formerly AmSouth Bancorporation) from November 2004 to April 2007 at which time he became Senior Executive Vice President and Chief Financial Officer of Regions Financial Corporation until his retirement in April 2008.  Prior to this, he worked for over 24 years for SouthTrust Corporation or SouthTrust Bank.  His most recent duties at SouthTrust were as Executive Vice President, Treasurer and Controller of SouthTrust Corporation from 1998 to 2004.  Mr. Yother strengthens the Board's collective knowledge and capabilities, by offering an extensive background in management and experience in financial operations and strategic planning, including risk assessment, and brings to the Board strong financial and accounting experience.  He qualifies as an "audit committee financial expert."

Standing Board Members

Anthony F. Crudele, age 58, was appointed to our Board effective May 24, 2012 and is currently a member of our Audit and Compensation Committees.  He has served as the Executive Vice President, Chief Financial Officer and Treasurer of Tractor Supply Company (TSC) since May 2007 and previously served as their  Senior Vice President, Chief Financial Officer and Treasurer since joining the company in September 2005.  Prior to that time, he served as Executive Vice President and Chief Financial Officer of Gibson Guitar from 2003 to 2005; as Executive Vice President and Chief Financial Officer of Xcelerate Corp from 2000 to 2003; and in senior financial roles at The Sports Authority from 1989 to 1999, including Senior Vice President and Chief Financial Officer from 1996 to 1999.  Mr. Crudele is a certified public accountant and began his career in 1978, spending the majority of his public accounting tenure at the international accounting firm of Price Waterhouse.  His active and past positions as CFO of publicly traded retail companies, particularly his present position with a growth company, bring insight of retail operations and strategies.  He qualifies as an "audit committee financial expert."

Albert C. Johnson, age 70, has been a Director since March 2008 and is currently a member of our Audit and Compensation Committees.  He holds a Master of Science degree in Systems Management from the University of Southern California and a Bachelor of Science degree in Accounting from Florida State University.  Mr. Johnson is a retired CPA and has been an independent financial consultant since 1998.  He served as Senior Vice President and Chief Financial Officer of Dunn Investment Company from 1994 to 1998.  Prior to that, he worked for Arthur Andersen LLP from 1965 to 1994 where he retired as the Managing Partner of the firm's Birmingham, Alabama office.  His over 30 years of experience in manufacturing, distribution, retail, high technology, oil and gas, construction and small businesses offers our Company a broad view of strategic operations and financial and accounting acumen.  He also served as a Director of Books-A-Million, Inc. from August 2005 through May 2014 and as Chairman of their Audit Committee from May 2006 through May 2014.  Mr. Johnson qualifies as an "audit committee financial expert."

16


Carl Kirkland, age 74, has been a Director since January 1997 and is currently a member of our Compensation Committee and our Nominating and Corporate Governance Committee.  Mr. Kirkland brings over 40 years of experience in the retail industry to our Board as well as public company experience that strengthens the Board's collective knowledge and capabilities in these areas.  He retired as Chief Executive Officer in March 2001 from Kirkland's, Inc., a leading specialty retailer of decorative home accessories and gift items.  He is a co-founder of Kirkland's, Inc. and served as President from 1996 to November 1997 and as Chief Executive Officer from 1966 to 2001.  He served as Chairman of the Board at Kirkland's from 1996 to 2004 and now serves as a Director and Chairman Emeritus of Kirkland's.  In addition, Mr. Kirkland currently serves on the Board of Directors of the Bank of Jackson in Jackson, Tennessee.

Michael J. Newsome, age 76, is a non-independent Director of our Board, and served as our Executive Chairman of the Board from March 2010 to February 2014 at which time he stepped down from executive management and became Chairman of our Board.  He has been a member of our Board since October 1996.  Mr. Newsome served as our President from 1981 through August 2004 and was named Chief Executive Officer in September 1999 and Chairman of the Board in March 2004.  He stepped down as our Chief Executive Officer in March 2010.  Mr. Newsome joined us as an outside salesman over 49 years ago, and has held numerous positions with the Company, including retail clerk, outside salesman to schools, store manager, district manager, regional manager and President.  His lifetime of experience in sporting goods retail and specifically with Hibbett is invaluable to us as he has taken us from a small privately-held retailer to the successful public company we are today, operating 988 stores in 31 states at the end of Fiscal 2015.  In 2007, Mr. Newsome was inducted into the Sporting Goods Industry Hall of Fame sponsored by the National Sporting Goods Association.

Ralph T. Parks, age 69, has been a Director since June 2002 and currently serves as Chairman of our Compensation Committee and as a member of our Audit Committee.  Mr. Parks has served as President of RTParks, Inc. since 2002.  From February 2008 through May 2008, Mr. Parks served as Interim CEO of Heelys, Inc., a global distributor of action youth footwear and vendor of Hibbett.  He worked at FOOTACTION USA from 1987 to 1999, when he retired as President and Chief Executive Officer.  Additionally, Mr. Parks' current Board service includes the Board of Directors of Kirkland's, Inc. where he also serves on the Audit Committee and Governance Committee.  He also served on the Board of Directors of Heely's, Inc. until they were sold in January 2013.   Mr. Parks' professional background brings specific knowledge and experience of the sporting goods industry, including branded consumer products, public board experience and people management.

Thomas A. Saunders III, age 78, has been a Director since 1995 and is currently a member of our Compensation Committee and our Nominating and Corporate Governance Committee.  He holds a Master of Business Administration degree from the University of Virginia Graduate School of Business and sometimes serves as a guest lecturer at the school.  Mr. Saunders owns and is employed by Ivor & Co., LLC, a privately owned investment firm, and has served as its President since May 2000.  He is a retired member of Saunders Karp & Megrue Partners, LLC that controlled SK Equity Fund, L.P., once a major investor in Hibbett Sports, Inc.  Before founding Saunders Karp & Megrue in 1990, he served as a managing director, partner and chairman of a private equity fund of Morgan Stanley & Co. from 1974 to 1989.  Additionally, Mr. Saunders serves as the Lead Independent Director on the Board of Directors of Dollar Tree Stores, Inc. and is a member of their Nominating and Corporate Governance Committee.  He also serves as an advisor to a number of investment funds, none of which Hibbett participates in.  Mr. Saunders, through the SK Equity Fund, was instrumental in supporting the Company's bid to become a public company.  His vast knowledge and understanding of the public company regulatory environment, including reputational issues, and his experience on private, public and not-for-profit boards brings strategic insight to our Board.

17


Director Classes

The following table provides Director Class and term expiration information for each Board Member:

Class
 
Term Expiration
 
Board Member
Class I Directors
 
After Annual Meeting of 2015
 
Jane F. Aggers
       
Terrance G. Finley
       
Jeffry O. Rosenthal
       
Alton E. Yother
         
Class II Directors
 
After Annual Meeting of 2016
 
Carl Kirkland
       
Michael J. Newsome
       
Thomas A. Saunders III
         
Class III Directors
 
After Annual Meeting of 2017
 
Anthony F. Crudele
       
Albert C. Johnson
       
Ralph T. Parks

Committees of the Board of Directors

The Board has established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee.  The memberships and functions of these committees are set forth below.  The Board has no standing Executive Committee.  Michael J. Newsome and Jeffry O. Rosenthal are the only non-independent Directors on the Board and do not serve on any committee.  The following table below provides Fiscal 2015 membership and meeting information for each of the Board Committees.

Committee
 
Chairman
 
Members
 
Number of Meetings
Audit
 
Jane F. Aggers
 
Anthony F. Crudele
 
8
       
Terrance G. Finley
   
       
Albert C. Johnson
   
       
Ralph T. Parks
   
       
Alton E. Yother
   
             
Compensation
 
Ralph T. Parks
 
Jane F. Aggers
 
3
       
Anthony F. Crudele
   
       
Albert C. Johnson
   
       
Carl Kirkland
   
       
Thomas A. Saunders III
   
       
Alton E. Yother
   
             
Nominating and Corporate Governance
 
Alton E. Yother
 
Terrance G. Finley
Carl Kirkland
 
2
       
Thomas A. Saunders III
   

18


Audit Committee

The Fiscal 2015 members of the Audit Committee were Ms. Aggers, Chairman of the Committee, and Messrs. Crudele, Finley, Johnson, Parks and Yother.  Under the terms of its Charter, the Audit Committee meets no less than four times annually and reviews the Company's financial performance at least quarterly.  Periodic meetings are also held separately with management and the independent registered public accounting firm to review accounting matters and disclosures in our SEC periodic filings.  The Audit Committee represents and assists the Board with the oversight of the integrity of our financial statements and internal controls, our compliance with legal and regulatory requirements, the independent registered public accounting firm's qualifications and independence, our Enterprise Risk Management program, the performance of our internal audit function and the performance of the independent registered public accounting firm.  In addition, the Audit Committee's responsibilities include, but are not limited to:
·
appointing, compensating and overseeing the work of our independent registered public accounting firm,  including resolving any disagreements between management and the independent registered public accounting firm regarding financial reporting;
·
pre-approving all auditing services, internal control related services and permitted non-audit services performed by the independent registered public accounting firm;
·
retaining independent counsel, accountants or others to advise the Audit Committee or assist in the conduct of an investigation;
·
seeking any information it requires from employees, all of whom are directed to cooperate with the Audit Committee's requests, or external parties and meeting with our officers, the independent registered public accounting firm, internal auditors or outside counsel, as necessary;
·
reviewing and assessing our overall internal control structure, including consideration of the effectiveness of our internal control system and evaluation of management's tone and responsiveness toward internal controls and reviewing our policies and procedures for risk assessment and risk management;
·
reviewing and assessing our financial reporting, including interim, quarterly and annual SEC compliance reporting and evaluating management's significant judgments and estimates underlying the financial statements;
·
reviewing and assessing our compliance with financial covenants, legal matters, including securities trading practices, tax matters and regulatory or governmental findings which raise material issues regarding our financial statements or accounting policies;
·
overseeing the audit process, including the adequacy and quality of the annual audit process and the performance and independence of the independent registered public accounting firm;
·
reviewing and assessing related-party transactions and our Code of Business Conduct and Ethics, including appropriate procedures concerning non-compliance with the Code, appropriate resolution of incidents reported through our anonymous response line and developing policies regarding the use of uncleared swaps if necessary;
·
overseeing complaint procedures and receipt of submissions, particularly those concerning questionable accounting or auditing matters; and
·
evaluating the Audit Committee's performance and reviewing the Audit Committee's charter on an annual basis and presenting the Board with recommended changes.

A copy of the Audit Committee Charter is available on our website at www.hibbett.com under the heading "Investor Relations."  In addition, a printed copy of its Charter will be provided to any stockholder upon request submitted to Investor Relations at our address listed elsewhere in this Proxy Statement.

Audit Committee Financial Experts.  Our Board has reviewed the composition of the Audit Committee and determined that the independence and financial literacy of its members meet the listing standards of the NASDAQ Stock Market and regulations of the SEC.  In addition, our Board has determined that Ms. Aggers, who chairs the Audit Committee, by virtue of her financial experience in executive management with public companies, as well as Mr. Crudele, Mr. Johnson and Mr. Yother, because of their career experiences serving in financial capacities of publicly-traded companies, qualify as "audit committee financial experts" within the meaning of applicable regulations of the SEC pursuant to the Sarbanes-Oxley Act of 2002.

19


Compensation Committee

The Fiscal 2015 members of the Compensation Committee were Mr. Parks, Chairman of the Compensation Committee, Ms. Aggers and Messrs. Crudele, Johnson, Kirkland, Saunders and Yother.  Under the terms of its Charter, the Compensation Committee is directly responsible for developing guidelines and establishing compensation policies for our executive officers as well as producing an annual report for inclusion in our Proxy Statement.  In addition, the Compensation Committee:
·
develops guidelines and reviews the structure and competitiveness of our executive officer compensation programs, including assessing the appropriate motivation of executive officers to achieve our business objectives in line with our overall strategies for risk management;
·
oversees an evaluation of the performance of our executive officers, including our CEO, and approves annual compensation, including salary, bonus, incentive and equity compensation, of all our executive officers;
·
administers our equity award plans for employees and grants equity awards under our equity award plans;
·
reviews strategy for executive officer succession;
·
publishes an annual Compensation Committee Report on executive officer compensation for the stockholders; and
·
evaluates the Compensation Committee's performance and reviews the Compensation Committee's charter on an annual basis and presents the Board with recommended changes.

The Compensation Committee may, at its sole discretion, obtain advice or seek assistance from legal, accounting and compensation consultants to assist in the evaluation of the compensation of our CEO and other elected executive officers.  In employing external advisors, the Compensation Committee considers independence factors required by NASDAQ and/or the Securities Exchange Act of 1934.

A copy of the Compensation Committee Charter is available on our website at www.hibbett.com under the heading "Investor Relations."  In addition, a printed copy of its Charter will be provided to any stockholder upon request submitted to Investor Relations at our address listed elsewhere in this Proxy Statement.

Nominating and Corporate Governance Committee

The Fiscal 2015 members of the NCG Committee were Mr. Yother, Chairman of the Committee, and Messrs. Finley, Kirkland and Saunders.  The NCG Committee is authorized to exercise oversight with respect to the nomination of candidates for the Board in such a fashion as determined from time to time by the Board.  The NCG has recommended the election of Ms. Aggers, Mr. Finley, Mr. Rosenthal and Mr. Yother as Class I Directors at the 2015 Annual Meeting of Stockholders.  Under the terms of its Charter, the NCG Committee meets at least one time annually.

The Nominating and Corporate Governance Committee's purpose is to advise the Board on the composition, organization, effectiveness and compensation of the Board and its committees and on other issues relating to the Company's corporate governance.  The NCG Committee's duties and responsibilities primarily relate to director nominations, Board and Committee effectiveness, Board structure and Director compensation, corporate governance and stockholder communications and disclosure.  Specifically, the NCG Committee is responsible for:
·
recommending candidates to be nominated by the Board, including the re-nomination of any currently serving Director, to be placed on the ballot for stockholders to consider at the Annual Meeting or recommending nominees to be appointed by the Board to fill interim director vacancies;
·
leading the Board in its annual performance evaluation and conducting annual performance self-evaluations of the NCG Committee and each Director of the Board, including the CEO in the event the CEO is a Director;
·
reviewing periodically the membership and Chair of each committee of the Board and recommending committee assignments to the Board, including rotation or reassignment of any Chair or committee member;
·
recommending policies for compensation, including equity compensation, for independent Board members, in line with our overall strategies for risk management;
·
monitoring significant developments in the regulation and practice of corporate governance and of the duties and responsibilities of each Director;
20

·
evaluating and administering the Corporate Governance Guidelines of the Company and recommending changes to the Board and reviewing the Company's governance structure;
·
reviews the Nominating and Corporate Governance Committee's charter on an annual basis and presents the Board with recommended changes; and
·
establishing procedures for communicating with stockholders and assisting management in the preparation of the disclosure in our Proxy Statement and other documents filed with the SEC regarding Director independence and the operations of the NCG Committee.

The Nominating and Corporate Governance Committee has written policies in place for accepting Director nominations from stockholders and identifying nominees for Director as well as minimum qualifications for Director nominees as described in this Proxy Statement.

A copy of the Nominating and Corporate Governance Committee Charter is available on our website at www.hibbett.com under the heading "Investor Relations."  In addition, a printed copy of its Charter will be provided to any stockholder upon request submitted to Investor Relations at our address listed elsewhere in this Proxy Statement.

Compensation of Non-Employee Directors

Director Compensation Table

Annual compensation for non-employee Directors for Fiscal 2015 was comprised of cash and equity compensation.  Each of these components and the total compensation amounts of our non-employee Directors for Fiscal 2015 are shown in the following table.

Director Compensation
For the Fiscal Year Ended January 31, 2015 (in dollars)

Director
 
Fees
Earned or
Paid in
Cash
   
Stock
Awards (1)
   
Option
Awards (2)
   
Non-Equity
Incentive Plan
Compensation
(3)
   
All Other
Compen
-sation (4)
   
Total
 
Jane F. Aggers
 
$
95,000
   
$
99,982
   
$
--
   
$
--
   
$
--
   
$
194,982
 
Anthony F. Crudele (5)
 
$
--
   
$
169,986
   
$
--
   
$
--
   
$
--
   
$
169,986
 
Terrance G. Finley
 
$
70,000
   
$
--
   
$
129,586
   
$
--
   
$
--
   
$
199,586
 
Albert C. Johnson
 
$
70,000
   
$
99,982
   
$
--
   
$
--
   
$
--
   
$
169,982
 
Carl Kirkland
 
$
70,000
   
$
--
   
$
129,586
   
$
--
   
$
--
   
$
199,586
 
Michael J. Newsome (6)
 
$
220,000
   
$
150,001
   
$
--
   
$
--
   
$
--
   
$
370,001
 
Ralph T. Parks
 
$
95,000
   
$
99,982
   
$
--
   
$
--
   
$
--
   
$
194,982
 
Thomas A. Saunders III (7)
 
$
--
   
$
--
   
$
210,445
   
$
--
   
$
--
   
$
210,445
 
Alton E. Yother
 
$
115,000
   
$
99,982
   
$
--
   
$
--
   
$
--
   
$
214,982
 

Note:  The Director Compensation Table requires a column for Change in Pension Value and Nonqualified Deferred Compensation Earnings of which we have none.  Therefore, for presentation purposes, this column was omitted.

(1) Stock awards represent the annual equity award to Directors for those Directors who chose stock as their form of Equity under the 2012 Director Equity Plan and director fees deferred into stock units under the Amended 2005 Director Deferred Compensation Plan.  Stock awards are valued at their grant date fair value equal to the closing stock price of our common stock on the date of grant.

21


(2) Option awards represent the annual equity award to Directors for those Directors who chose stock options as their form of Equity under the 2012 Director Equity Plan.  Mr. Saunders' also includes director fee income that was deferred into stock options under the Amended 2005 Director Deferred Compensation Plan.  Stock options are valued at their grant date fair value in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 – Compensation –Stock Compensation (ASC Topic 718).  Total options outstanding to purchase our common stock at January 31, 2015 for our non-employee Directors were as follows:

Director
 Options Outstanding
Expiration Dates
Ms. Aggers
 19,073
12/1/2020 - 12/31/2022
Mr. Crudele
--
N/A
Mr. Finley
 20,936
3/16/2021 - 3/18/2024
Mr. Johnson
 20,451
3/14/2018 - 3/13/2022
Mr. Kirkland
 30,936
3/17/2019 - 3/18/2024
Mr. Newsome
 --
N/A
Mr. Parks
 5,000
3/13/2022
Mr. Saunders
 94,417
9/30/2015 - 12/31/2024
Mr. Yother
 36,331
1/27/2016 - 3/13/2022

Following is the weighted average fair value of each option granted during the fiscal year ended January 31, 2015.  The fair value was estimated on the date of grant using the Black-Scholes pricing model with the following weighted average assumptions for each grant date:

Grant date
 
Mar 18
   
Mar 31
   
Jun 30
   
Sep 30
   
Dec 31
 
Exercise Price
 
$
56.84
   
$
52.88
   
$
54.17
   
$
42.63
   
$
48.43
 
Weighted average fair value at date of grant
 
$
24.31
   
$
22.74
   
$
18.99
   
$
15.36
   
$
18.58
 
Expected option life (years)
   
5.18
     
5.18
     
5.18
     
5.36
     
5.36
 
Expected volatility
   
46.46
     
46.42
     
36.42
     
36.47
     
39.73
 
Risk-free interest rate
   
1.59
%
   
1.76
%
   
1.64
%
   
1.82
%
   
1.68
%
Dividend yield
 
None
   
None
   
None
   
None
   
None
 

See Note 3 to the consolidated financial statements in our Annual Report on Form 10-K filed March 31, 2015 for additional information regarding the Company's assumptions concerning expected option life, expected volatility, risk-free interest rate and dividend yield.

(3) No non-equity incentive plan compensation payments were made for Director services in Fiscal 2015 or are contemplated under our current compensation structure for Directors.

(4) All other compensation primarily consisted of occasional gifts to Directors such as sporting goods merchandise and was inconsequential.

(5) Mr. Crudele elected to defer all fees earned into stock units subject to the provisions of the Amended 2005 Director Deferred Compensation Plan.  No fees were paid in cash during Fiscal 2015.  Total fees earned by Mr. Crudele for Fiscal 2015 were $70,000.  Allocations of deferred fees are calculated each calendar quarter.  The Fiscal 2015 deferrals for Mr. Crudele, including his annual equity award based on a value of $100,000, converted into 3,185 deferred stock units that will release based upon his elections at deferral.  The amounts in the Director Compensation table are presented at the grant-date fair market value of the stock units.

(6) Mr. Newsome elected to defer all fees earned into cash subject to the provisions of the Amended 2005 Director Deferred Compensation Plan.  No fees were paid in cash during Fiscal 2015.  Allocations of deferred fees are calculated each calendar quarter.  The Fiscal 2015 deferrals for Mr. Newsome were $220,000.  His annual equity award, valued at $150,000, was deferred into stock and converted into 2,639 deferred stock units that will release based upon his election at deferral.
22



(7) Mr. Saunders elected to defer all fees earned into stock options subject to the provisions of the Amended 2005 Director Deferred Compensation Plan.  No fees were paid in cash during Fiscal 2015.  Fees earned by Mr. Saunders were $70,000.  Allocations of deferred fees are calculated each calendar quarter.  The Fiscal 2015 deferrals for Mr. Saunders, including his annual equity award based on a value of $100,000, converted into 9,652 options to purchase shares of our common stock.  The amounts in the Director Compensation table are presented at the Black-Scholes value of the stock options on their date of grant.

Fees Earned or Paid in Cash

Fees earned or paid in cash consist of annual Board fees to all non-employee Directors and annual retainers for our Lead Director and Chairmen of our Audit and Compensation Committees.  The Board adopted the following pay structure in Fiscal 2015 for non-management Directors:

Annual Retainer
 
$
70,000
 
Paid quarterly to all independent Directors
Chairman
 
$
150,000
 
Additional annual retainer, paid quarterly
Lead Director
 
$
45,000
 
Additional annual retainer, paid quarterly
Audit Committee Chair
 
$
25,000
 
Additional annual retainer, paid quarterly
Compensation Committee Chair
 
$
25,000
 
Additional annual retainer, paid quarterly

The Lead Director also acts as Chairman of the Nominating and Corporate Governance Committee.  Payments to our independent Directors may be paid in cash or may be deferred into stock units, stock options or cash.  Each independent Director serves on a minimum of two committees with the Lead Director a member of each committee.

The total fees earned or paid in cash to all non-employee Directors during Fiscal 2015 are outlined in the following table:

   
Retainers
         
Director
 
Annual
   
Chairman
   
Lead
Director
   
Committee Chairman
   
Total Fees
Earned
   
Total Paid
in Cash
 
Ms. Aggers (1)
 
$
70,000
   
$
--
   
$
--
   
$
25,000
   
$
95,000
   
$
95,000
 
Mr. Crudele (2)
 
$
70,000
   
$
--
   
$
--
   
$
--
   
$
70,000
   
$
--
 
Mr. Finley (1)
 
$
70,000
   
$
--
   
$
--
   
$
--
   
$
70,000
   
$
70,000
 
Mr. Johnson (1)
 
$
70,000
   
$
--
   
$
--
   
$
--
   
$
70,000
   
$
70,000
 
Mr. Kirkland (1)
 
$
70,000
   
$
--
   
$
--
   
$
--
   
$
70,000
   
$
70,000
 
Mr. Newsome (3)
 
$
70,000
   
$
150,000
   
$
--
   
$
--
   
$
220,000
   
$
--
 
Mr. Parks (1)
 
$
70,000
   
$
--
   
$
--
   
$
25,000
   
$
95,000
   
$
95,000
 
Mr. Saunders (4)
 
$
70,000
   
$
--
   
$
--
   
$
--
   
$
70,000
   
$
--
 
Mr. Yother (1)
 
$
70,000
   
$
--
   
$
45,000
   
$
--
   
$
115,000
   
$
115,000
 

(1) All fees paid in cash.

(2) Fees deferred into stock units pursuant to the Amended 2005 Director Deferred Compensation Plan.

(3) All fees deferred into cash pursuant to the Amended 2005 Director Deferred Compensation Plan.

(4) All fees deferred into stock options pursuant to the Amended 2005 Director Deferred Compensation Plan.

23


Equity Plans for Directors

There were two plans that governed equity awards to non-employee Directors during Fiscal 2015.

2012 Non-Employee Director Equity Plan (DEP).  The DEP provides for grants of equity awards to non-employee Directors and was adopted by our stockholders and made effective on May 24, 2012.  The DEP allows each non-employee Director to elect the form of equity they prefer and to receive their equity on a tax deferred basis.  Non-employee Directors receive a fully vested equity award based on the value approved by the Board and the irrevocable elections must be made prior to the beginning of each calendar year.  If no choice is made, the equity award will be issued as stock options.

A newly appointed or elected non-employee Director to the Board can elect a form of equity prior to the first Board meeting attended.  If no choice is made, the equity award will be issued as stock options based on the value approved by the Board for newly appointed or elected Directors.  This initial award is subject to forfeiture if the Director does not complete one year of service on the Board, subject to death, change in control or subsequent Board action.

Each non-employee Director who is elected or appointed to the Board, upon election, receives $75,000 in value of stock determined as of the market close on the date of grant.  Each non-employee Director, who has served a full fiscal year, receives $100,000 in value of stock determined as of the market close on the date of grant, pro-rated for Directors who serve less than one full fiscal year.  The Chairman of our Board receives $150,000 in value of stock determined as of the market close on the date of grant.  Under the DEP, the Board has elected to reduce the actual value of grants to Directors, with the exception of our Chairman, below the stockholder approved maximum value allowed of $150,000.

Equity forms allowed under the DEP are stock options, stock appreciation rights, restricted stock and restricted stock units.

Amended 2005 Director Deferred Compensation Plan (Deferred Plan).  The Deferred Plan allows each non-employee Director the option to defer all or a portion of the Board fees into cash, stock units or stock options annually on a calendar year basis.  Any eligible Director may make a deferral by delivering an election to us no later than December 31 of the year immediately preceding the year to which the election is related.  Newly elected or appointed eligible Directors have 30 days following the date on which they first became a Director to make such election.

Three of the eligible Directors deferred all of their fees in Fiscal 2015 and in Fiscal 2016.  Mr. Crudele has elected to defer his fees into stock units for Fiscal 2016.  Mr. Newsome has elected to defer his fees in cash for Fiscal 2016.  Mr. Saunders has elected to defer his fees into stock options for Fiscal 2016.  Deferrals to stock options are governed by the DEP.

The annual option grant to non-employee Directors in Fiscal 2015 was governed by the NEDEP.  The annual grant to non-employee Directors occurs on the same date as the annual grant of equity awards to management and our other employees.  The Compensation Committee has adopted the third business day following the release of operational results for the fiscal year as the grant date for annual management and employee awards.  Therefore, stock awards under the DEP relating to service during the current fiscal year are awarded the following fiscal year to eligible directors serving as a director on the last day of our fiscal year.  All eight of our non-employee Directors served the full fiscal year and were awarded a value of $100,000 in the equity form of their choice.  Mr. Newsome became a non-employee member of the Board in February 2014 and his annual award set at a value of $150,000 in the equity form of his choice.  All the annual awards were dated March 18, 2014.

Stock Awards.  Under the Deferred Plan, Mr. Crudele elected to defer his Board fees earned during Fiscal 2015 into stock units (governed by the DEP).  The total fees earned each calendar quarter are divided by the closing price on the last day of the calendar quarter to determine the number of stock units earned for that period.  In Fiscal 2015, Mr. Crudele deferred total fees of $70,000 which converted into 1,426 stock units.

24


Option Awards.  Under the Deferred Plan, Mr. Saunders elected to defer all Board earned during Fiscal 2015 into stock options (governed by the DEP).  The total fees earned each calendar quarter is divided by the closing price on the last day of the calendar quarter times a factor of 0.33 to determine the number of stock options earned for that period.  Mr. Saunders deferred total fees of $70,000 in Fiscal 2015.  The Fiscal 2015 fees converted into 4,321 options to purchase shares of our common stock.

Options awarded to non-employee Directors vest immediately upon grant and expire on the tenth anniversary of the date of grant.  We apply the fair value recognition provisions of ASC Topic 718.  The fair value of each stock option is estimated on the grant date using the Black-Scholes option-pricing model.  (See Note 3 to the consolidated financial statements in our Annual Report on Form 10-K filed on March 31, 2015.)

All Other Compensation

We have determined that there was no other compensation paid to Directors for director services in Fiscal 2015 except the occasional gift usually in the form of sporting goods merchandise such as footwear or apparel and the interest earned on Messrs. Newsome's and Yother's deferred compensation.  The occasional gifts have an immaterial market value.  Each Director is entitled to reimbursement for his/her reasonable out-of-pocket expenses incurred in connection with travel to and from, and attendance at, meetings of the Board or its committees and related activities, including director education courses and materials.

Director Compensation Changes for Fiscal 2016

The Nominating and Corporate Governance Committee has not planned any changes to the compensation structure for non-employee Directors for Fiscal 2016.

Stock Ownership Guidelines for Non-Employee Directors

The Compensation Committee has adopted stock ownership guidelines in an effort to better align personal and corporate incentives of Directors with our stockholders.  Within four years of a Director's election or appointment, non-employee Directors are required to maintain ownership of Company equity in an amount equal to three times (3x) their annual retainer.  Company equity may be in the form of common stock or common stock equivalents such as options, restricted stock, stock units, etc.  Determination of compliance with the guidelines is based on the closing price of our common stock on the last business day of the fiscal year for shares of stock owned and all restricted stock units and on the grant date fair value under ASC Topic 718 for vested stock options.  As of the fiscal year ended January 31, 2015, all of our non-employee Directors were in compliance with the stock ownership guidelines.

25


COMPENSATION COMMITTEE REPORT

The Compensation Discussion and Analysis (CD&A) is intended to provide our stockholders with information about our compensation philosophy and to understand our rationale and decision-making process concerning our compensation practices with respect to our NEOs.  The CD&A should be read in conjunction with the Summary Compensation Table, related tables and narrative disclosures contained within.

The Compensation Committee has reviewed the CD&A included in this report and discussed it with management.  In reliance on such reviews and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis following this report be included in this Proxy Statement and, through incorporation by reference from this Proxy Statement, the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2015.

Submitted by the members of the Compensation Committee of the Company's Board of Directors:

Ralph T. Parks, Chairman; Jane F. Aggers; Anthony F. Crudele, Albert C. Johnson; Cark Kirkland;
Thomas A. Saunders III; and Alton E. Yother

The Compensation Committee report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the Compensation Committee Report by reference therein.

Compensation Risk Assessment

As part of our overall business risk assessment, we conduct an assessment of our compensation plans and measures to evaluate whether the plans may cause the Board, executives, managers and/or all employees to act in an undesired manner inconsistent with Company objectives, strategies and ethical standards and with prudent business practices.  We further evaluate whether the Company may fail to identify Key Performance Indicators (KPI) and/or accurately report existing KPIs.

We present and discuss the findings of the risk assessment with the Audit Committee on an annual basis.  Based upon the assessment and discussions with the Audit Committee, we believe that our compensation policies and practices do not encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on the Company.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is a current or former officer of the Company or any of our subsidiaries.  In addition, none of the members of the Compensation Committee has or had any relationship with the Company during Fiscal 2015 that requires disclosure in accordance with the applicable rules of the Securities and Exchange Commission relating to compensation committee interlocks and insider participation.

EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

Executive Summary

We have identified the NEOs for Fiscal 2015 as:
·
Jeffry O. Rosenthal, our Chief Executive Officer (CEO) and President;
·
Scott J. Bowman, our Senior Vice President and Chief Financial Officer (CFO);
·
Cathy E. Pryor, our Senior Vice President of Operations;
·
Jared S. Briskin, our Senior Vice President and Chief Merchant; and
·
Rebecca A. Jones, our Senior Vice President of Merchandising, Marketing and Logistics.  Ms. Jones left the Company effective September 29, 2014.

26


The primary objectives of our executive compensation program are to:
·
Attract and retain highly qualified executive officers and motivate them to deliver a consistently high level of performance.
·
Align the economic interests of our executive officers with those of our stockholders by placing a substantial portion of their compensation at risk through performance goals that, if achieved, are expected to increase total stockholder return.
·
Reward performance that emphasizes teamwork among executive officers that supports healthy Company growth and supports the Company's values by promoting a culture of integrity, business ethics and customer service.

We delivered the following results in Fiscal 2015:
·
Net sales increased 7.2% to $913.5 million.
·
Gross profit was 35.8% of net sales.
·
Diluted earnings per share increased 6.3% to $2.87 per diluted share.
·
Retail store locations increased 6.6% to 988 stores in 31 states.

(See Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K filed on March 31, 2015 for a detailed description of our financial results for Fiscal 2015.)

We believe our financial results are reflected in the compensation earned by our NEOs in Fiscal 2015, particularly their compensation at risk.  The performance and pay results are strong indicators that our business strategy and compensation philosophies are appropriately synchronized.

The Compensation Committee structures the total compensation program for executives to consist of:
·
base salary,
·
performance-based cash bonus,
·
performance-based equity awards, and
·
certain other benefits, including a nonqualified deferred compensation plan and supplemental 401(k) plan discussed in more detail later in this document.

Our compensation program has been consistently applied by the Compensation Committee for several years.   The Compensation Committee believes that a majority of the total compensation opportunity for executives should be allocated to cash bonuses and equity awards that are contingent on the achievement of pre-determined performance measures in order to align compensation with the interests of stockholders.  Performance measures for management are based on Company-wide targets, with a greater emphasis for more senior personnel.

At the 2014 Annual Meeting of Stockholders, our stockholders overwhelmingly approved our Fiscal 2014 named executive officer compensation program, receiving 92.7% of votes cast in favor.  The Compensation Committee concluded that the stockholders support our compensation policies and programs, which the Compensation Committee believes continue to provide a competitive pay-for-performance package that effectively incentivizes our NEOs and reinforces the Compensation Committee's views that our executive compensation program is achieving its objectives without giving rise to excessive risk.

Total Compensation Program Objectives and Philosophy

Individual compensation levels are based on the duties and responsibilities assumed by each named executive officer, individual performance, tenure and the attainment of Company goals.  The Compensation Committee considers compensation levels of comparable executives at peer companies to ensure basic compensation competitiveness (see Compensation Discussion and Analysis – Peer Group below), but does not benchmark NEO compensation to particular executive compensation percentiles at peer group companies.

27


Our NEOs are accountable for the performance of the Company and the function they manage and are compensated based on that performance.  NEOs are rewarded when defined performance objectives are achieved and value is created for our stockholders.  The Compensation Committee has decided to base all of the performance-based compensation, including equity awards, on the achievement of Company goals, with the exception of newly-hired executives whose initial bonus and equity are typically based on service.  The Compensation Committee's philosophy is that a higher percentage of pay dependent on our performance adds stockholder value by aligning executive compensation with revenue and net income growth.

Long-term compensation for NEOs consists of equity awards such as restricted stock units (RSUs).  In determining equity awards, the Compensation Committee endeavors to reinforce the "pay-for-performance" philosophy while encouraging share ownership and retention.  The Compensation Committee has currently opted to award only RSUs in the annual employee award, which includes our NEOs.  The RSU awards to our NEOs contain performance and service criteria set by the Compensation Committee that must be achieved in order to be earned.    The awarding of performance-based RSUs (PSUs) is designed to align stockholder and management interests through incentives that encourage the highest level of corporate governance and focus on rewarding our executives for increased Company value and financial results over the long-term, without encouraging excessive or unnecessary risk-taking.  The form and composition of equity awards, as well as other elements of compensation, may be adjusted in the future as our compensation philosophy evolves.

Role of Our Compensation Committee

The Compensation Committee approves all compensation and equity awards to our NEOs, including the CEO.  The Compensation Committee reviews the compensation of the CEO and, following discussions with him where it deems appropriate, establishes his compensation.  The Compensation Committee also oversees the performance evaluation of all our NEOs, with the exception of the CEO, whose performance evaluations fall under the duties and responsibilities of the Nominating and Corporate Governance (NCG) Committee.  Our Compensation Committee considers the performance appraisals conducted by the NCG Committee as part of its consideration for executive compensation for such individuals.  Our Compensation Committee also administers the Company's 2005 Equity Incentive Plan, as amended and restated (EIP) and approves all equity grants to executive officers.

The Compensation Committee recognizes the importance of maintaining sound principles for the development and administration of compensation and benefit programs and has taken steps to significantly enhance the Compensation Committee's ability to effectively carry out its responsibilities as well as ensure that we maintain strong links between executive pay and Company performance.  The Compensation Committee actively and consistently:
·
holds executive sessions without the presence of management;
·
reviews and implements a compensation structure for our NEOs;
·
considers succession plans and strategies for our NEOs, as well as other key employees; and
·
monitors stock ownership of our NEOs.

The Compensation Committee's Charter reflects these and other responsibilities, and the Compensation Committee and the Board periodically review and revise the Compensation Committee Charter.  The NCG Committee recommends the Compensation Committee's membership.

Role of Executive Officers in Compensation Decisions

For Fiscal 2015, Michael J. Newsome, as our Chairman, reviewed the performance of our CEO with the Compensation Committee, while Jeffry Rosenthal, our CEO and President, reviewed the performance of the other NEOs with the Compensation Committee.  Recommendations for base pay, as well as for percent of base pay for bonus and equity awards, were made accordingly with respect to executive compensation for NEOs.  The Compensation Committee generally approves the recommendations with minor adjustments.  As prescribed in the Company's Statement of Employee Equity Grant Practices, the Compensation Committee conducts these reviews within 90 calendar days of the Company's fiscal year end.  The only other role NEOs have in the determination of executive compensation is in the recommendation of the annual Company budget from which performance levels are based for incentive bonuses and performance-based equity awards.  The annual Company budget is presented by management to the entire Board for review and approval.
28



Peer Group

The Compensation Committee has identified a group of 22 companies as its peer group, based on such factors as their sales volume, geographical regions of operations and industry concentration.  Following is a list of the companies which were most often used by the Compensation Committee in Fiscal 2015 when considering executive compensation and for executive compensation analysis:

Ascena Retail Group, Inc.
 
Footlocker, Inc.
 
rue21, inc.
Big 5 Sporting Goods Corp
 
Genesco, Inc.
 
Select Comfort Corp.
Books-A-Million, Inc.
 
Hastings Entertainment, Inc.
 
Shoe Carnival, Inc.
Brown Shoe Co., Inc.
 
Haverty Furniture Companies, Inc.
 
Sport Chalet, Inc.
Buckle, Inc.
 
Jos A Bank Clothiers, Inc.
 
Stage Stores, Inc.
Cato Corp.
 
Kirkland's, Inc.
 
Urban Outfitters, Inc.
Conns, Inc.
 
Lumber Liquidators Holdings, Inc.
 
West Marine, Inc.
DSW, Inc.
       

While the Compensation Committee does not directly benchmark NEO compensation to the comparable executive compensation at these peer companies, it does consider general competitiveness of the total compensation of our NEOs compared to similarly situated executive officers.  The Compensation Committee therefore generally confirms that total annual compensation for our NEOs, assuming performance-based compensation targets are met but not exceeded, is above the median but below 75% of total compensation for similarly situated executives at the peer group companies.

Role of Compensation Consultants

The Compensation Committee has not utilized the services of an external compensation consultant since Fiscal 2008, however retains the right to retain such services in the future at its discretion.  The Compensation Committee believes that the in-depth studies performed by the consulting firm Hewitt Associates at that time provided useful guidance that they could use to shape executive compensation packages for many years.  Since the services of the compensation consultant, the Compensation Committee has utilized an on-line compensation subscription service that provides detailed executive compensation benchmarking analytics for comparison of our executive pay packages to that of our peer group.  Our Company counsel has also provided feedback from time to time, particularly with matters related to our equity plans, change of control agreements and severance agreements.

In Fiscal 2015, the Compensation Committee engaged Alliance Advisors LLC (Alliance), a corporate advisory firm that provides advice on equity compensation plans, to review the Company's equity compensation program structure and provide advice on the proposed 2015 Equity Incentive Plan.  For additional information on the role of Alliance in providing advice on the proposed 2015 Equity Incentive Plan, see our discussion in Proposal Number 4, Approval of the 2015 Equity Incentive Plan, under the heading "Shares to be Issued under the Plan."

For Fiscal 2016, the Compensation Committee has determined that an external compensation consultant will be retained to review the existing executive compensation package and its components.

Compensation Program Principles

Our Compensation Committee uses the following principles to implement our compensation philosophy and achieve our executive compensation program objectives:
·
Pay for performance.  A substantial portion of the total compensation of our executive officers is composed of annual and long-term incentive payments that are earned upon achievement of financial results that contribute to total stockholder return.
·
Reward long-term growth and sustained profitability.  Our equity awards are based on a combination of short-term and long-term financial goals.  These awards require sustained financial performance to deliver significant value and encourage our executive officers to deliver continued growth over an extended period of time.
29


·
Modest benefits and limited perquisites.  We provide standard employee benefits and very limited perquisites or other forms of compensation to our NEOs.  Any perquisites received are generally available to other levels of management and employees.  We believe our compensation program provides adequate financial opportunities to our executive officers to the extent that extra benefits and perquisites are not required to attract and retain such executives.

Elements of our Compensation Program

Compensation Element
Objective
Form and Type of
Compensation
Base Salary
To provide a minimum, fixed level of cash compensation for executive officers
Annual cash compensation; Not at risk
Bonus and Non-Equity Incentives
To encourage and reward executive officers for achieving annual Company performance goals
Annual performance compensation; At risk
Equity Awards
To motivate and retain executive officers and align their interest with stockholders through:
 
   
Performance-based RSUs based on short-term financial goals and long-term service
Short-term performance compensation; At risk
   
Performance-based RSUs based on long-term financial goals
Long-term performance compensation; At risk
Employee Benefits
To promote health, well-being and financial security of employees, including executive officers
Annual indirect compensation; Not at risk

Annual Cash Compensation

Base Salary

We provide our executives with assured cash compensation in the form of base salary.  We use base salary as the foundation for the other components of compensation.  In most instances, base salaries fall at or below median base salaries for comparable executives at peer companies due to the Compensation Committee's philosophy of emphasizing performance-based compensation.  The salary levels for our NEOs for the fiscal year ended January 31, 2015, including the salary of Mr. Rosenthal as President and CEO, are based upon individual performance and responsibility, as well as the salary levels paid by other similarly situated sporting goods and specialty retail companies from our peer group.  Based upon a review of such companies, the base salary levels approved by the Compensation Committee are generally conservative when compared to our peers, because their philosophy is that performance-based pay adds more value to the stockholder.

Substantial additional earnings opportunities are provided primarily through achievement of Company performance goals that also apply to equity-based awards.  We have set a moderate base pay and combined it with a significant performance component that provides our executives with an incentive-based compensation scheme consistent with our emphasis on being a "low-cost operator."

Bonus and Non-Equity Incentive Plan Compensation

Our cash bonus program is subject to the Bonus Plan adopted by our stockholders and is structured to be qualified performance-based compensation while protecting the Company's deductibility of executive compensation under Internal Revenue Code Section 162(m).  With the adoption of the Bonus Plan, the Compensation Committee has guidelines by which to offer incentives to executive officers through the use of qualified performance-based compensation.  The Bonus Plan allows flexible compensation alternatives within our overall compensation philosophy.

The program is designed to provide short-term incentive compensation to our executives based upon pre-established performance goals for the Company and each executive, individually.  The Compensation Committee determines the amounts of target bonus awards for each executive as a percent of their base salary.  Bonus targets emphasize individual contribution to our success during the year and the performance of those aspects of our business for which each executive has responsibility.  See the Summary Compensation Table and narrative discussion below for individual executive officer detail.
30


The following table illustrates the executives' target bonus as a percent of individual base salaries for Fiscal 2015, Fiscal 2014 and Fiscal 2013 of which the executives earned 97.5%, 82.5% and 122.5% of their target for each year, respectively:
 
NEO
Position
Fiscal
2015
Fiscal
2014
Fiscal
2013
Jeffry O. Rosenthal
Chief Executive Officer and President
90.0%
90.0%
85.0%
Scott J. Bowman (1)
Senior Vice President and CFO
65.0%
60.0%
N/A
Cathy E. Pryor
Senior Vice President of Operations
65.0%
65.0%
60.0%
Jared S. Briskin (2)
Senior Vice President and Chief Merchant
N/A
N/A
N/A
Rebecca A. Jones (3)
Senior Vice President of Merchandising, Marketing and Logistics
70.0%
70.0%
65.0%

(1) Mr. Bowman was hired as our Senior Vice President and CFO in July 2012.  See the Summary Compensation Table and narrative discussion below for individual executive officer detail.  Mr. Bowman's Fiscal 2013 bonus was not based on Company or individual goals, but was awarded at the discretion of the Compensation Committee at 32.2% of his base salary.

(2) Mr. Briskin was named the Company's Senior Vice President and Chief Merchant in September 2014.  His bonus plan was established by management at the beginning of Fiscal 2015, along with other bonus-eligible employees based on performance goals for his area of responsibility.  Although his base pay was adjusted to reflect an increase in duties, no additional bonus was awarded by the Compensation Committee upon his promotion.

(3) Ms. Jones' bonus for Fiscal 2015 was forfeited upon leaving the Company.

Company performance goals were based on earnings before interest and taxes (EBIT) determined by the annual budget as approved by the Board of Directors for Fiscal 2015, Fiscal 2014 and Fiscal 2013.  Each bonus was contingent solely upon Company performance, with the exception of Mr. Bowman, whose bonus for Fiscal 2013, was a guaranteed cash bonus based solely on continued service.  The annual cash bonus represents the Compensation Committee's "pay for performance" philosophy.  If the EBIT target that is established is exceeded, then the NEO earns more, up to 150% of the target bonus; if we fall short of our EBIT target, then the NEO earns less or nothing at all.  This tiered structure is applied to all our NEOs and also to the employee cash bonus portion that is contingent on the EBIT goal.

As with other bonus-eligible employees, Mr. Briskin's historical bonuses were based on Company performance goals, including EBIT, established by management.  His bonus plan included quarterly and annual components.  In order to be eligible for his annual bonus, he also had to meet individual qualifiers including visits with regional sales managers and work days within a store location.

For Fiscal 2015, Fiscal 2014 and Fiscal 2013, each executive's (and employee's) earned percentage of his or her Company performance bonus depended on the Company's actual performance in relation to the Company's EBIT goal as summarized in the following table:
 

% of Company
Performance Goal
Attained
Portion of Executive's
Company Performance
Bonus Deemed Earned
Below 85.0 %
0.0%
85.0%
62.5%
90.0%
75.0%
95.0%
87.5%
100.0%
100.0%
105.0%
112.5%
110.0%
125.0%
115.0%
137.5%
120.0% or above
150.0%
 
 
31



The following table sets forth the EBIT goal for each year and the level achieved and paid out to our NEOs (and employees in our bonus pool) based on that achievement for Fiscal 2015, Fiscal 2014 and Fiscal 2013:

 
EBIT Goal
EBIT Achieved
% of Goal
Achieved
% of
Payout
Fiscal 2015
$119.0 million
$118.1 million
99.3%
97.5%
Fiscal 2014
$122.1 million
$113.9 million
93.3%
82.5%
Fiscal 2013
$106.3 million
$116.0 million
109.1%
122.5%

The Compensation Committee strives to set goals that motivate our executive officers to improve performance over previous years, without encouraging excessive risk taking.  Calculation of the Company performance bonus earned by each NEO is based on the final audited consolidated financial statements and, if applicable, is usually paid out in March of the following year.  While the Compensation Committee reserves the right to make adjustments to goals after they are established, it has not done so during the last three fiscal years.  Any such modification would be carefully considered by the Compensation Committee and applied to the special circumstances that warranted the modification.  There were no individual performance goals set for our NEOs for Fiscal 2015, Fiscal 2014 or Fiscal 2013 with the exception of Mr. Bowman as discussed within this document.

Equity Awards

Equity Award Practices

The Compensation Committee determines the amount of target equity awards for each executive as a percent of their base salary.  Through our EIP, the Compensation Committee has a wide range of award-based incentive alternatives to offer our NEOs.  Equity award types including stock options, stock appreciation rights, PSUs and RSUs may be granted at the discretion of the Compensation Committee.  Awards of equity-based compensation to our executive officers complement our cash incentives and encourage an ownership stake in our Company to align the interest of our NEOs and our stockholders.

With the exception of new hire grants to executive officers, the Compensation Committee has opted to grant PSUs to our NEOs as part of their annual compensation package, up to the limits allowed in the EIP at the time of grant.  PSUs are believed to strengthen the longer-term pay-for-performance alignment of the Company's compensation program and provide retention motivation through time-vesting of half of the awards after achievement of the stated performance goal.

The Compensation Committee's equity award policy is designed to facilitate the establishment of appropriate processes, procedures and controls in connection with the administration of our equity-based incentive plans.  The Compensation Committee's policy sets the annual grant date for management and employee equity awards as the third business day following the release of operational results for the fiscal year just ended.

Stock Awards

As part of the annual equity award, our practice is to determine the dollar amount of equity compensation that we want to provide to our executive officers as a percentage of base salary and then to grant equity awards based on a formula that yields such amount based on 80% of the 30-day trailing average (trailing average) price of our stock from the date of grant.  Awards granted to our NEOs reflect our desire to provide incentives to these individuals that encourage our growth and long-term success as a Company.  The trailing average price of our stock used for Fiscal 2015, Fiscal 2014 and Fiscal 2013 was $46.12, $42.28 and $38.61, respectively.

32


This methodology was applicable to all our NEOs whose compensation is being determined by the Compensation Committee for the fiscal year forthcoming.  Mr. Bowman received a service-based, rather than performance-based, award of RSUs based on 32.2% of his annualized base salary in Fiscal 2013 in connection with his hiring as our CFO.  Mr. Bowman's award was granted under the provisions of the EIP, was dated July 29, 2012 and was based on the closing market price of our common stock on the grant date.  The service base of the award is five years.  Mr. Briskin has historically been awarded annual service-based RSUs at the discretion of management, along with other equity-eligible employees.  Employee RSUs are granted under the provisions of the EIP, are based on a value determined individually by management, are based on the closing market price of our common stock on the grant date and have a service period of four years.

The following table reflects the target equity awards granted to our NEOs and the percentage of base salary that the equity award was based on for Fiscal 2015, Fiscal 2014 and Fiscal 2013:

 
Fiscal 2015
Fiscal 2014
Fiscal 2013
NEO
Target
# of
PSUs
% of
Base
Salary
Target
# of
PSUs
% of
Base
Salary
Target
# of
PSUs
% of
Base
Salary
Mr. Rosenthal
9,600
90.0%
10,100
90.0%
9,700
85.0%
Mr. Bowman
4,500
65.0%
4,400
60.0%
N/A
N/A
Ms. Pryor
5,300
65.0%
5,600
65.0%
5,400
60.0%
Mr. Briskin
N/A
N/A
N/A
N/A
N/A
N/A
Ms. Jones
5,900
70.0%
6,200
70.0%
5,900
65.0%

Mr. Bowman received a total of 1,526 time-based RSUs upon hire in Fiscal 2013.  Mr. Briskin received 2,288, 2,220 and 2,115 time-based RSUs during Fiscal 2015, Fiscal 2014 and Fiscal 2013, respectively.

For Fiscal 2015, Fiscal 2014 and Fiscal 2013, half of the equity award to our NEOs established by the Compensation Committee was a performance goal established on a 1-year achievement based on Return on Invested Capital (ROIC) with a 5-year vesting provision.  The other half of the equity award was a performance goal established on a 3-year achievement based on cumulative EBIT for all 3 fiscal years which vests in 3 years.

The following tables set forth the ROIC and cumulative EBIT goals set for each year and the level achieved and earned by our NEOs based on that achievement:

 
Goal
Goal Set
Goal Achieved
% of Equity
Earned
Fiscal 2015
ROIC
19.0%
19.0%
100.0%
Fiscal 2014
ROIC
21.2%
20.4%
50.0%
Fiscal 2013
ROIC
22.7%
21.9%
50.0%

 
Cumulative
Years
Cumulative
EBIT Goal
Cumulative
EBIT Achieved
% of Equity
Earned
Fiscal 2015
F2015 – F2017
$378.0 million
undetermined
undetermined
Fiscal 2014
F2014 – F2016
$411.0 million
undetermined
undetermined
Fiscal 2013
F2013 – F2015
$337.5 million
$348.0 million
100%

We calculate ROIC as:  (EBIT + Rent) x (1-Tax Rate) / (Shareholder's Equity + Debt + Leases)

§
EBIT is defined as earnings before interest and income tax expense but after all other expenses.
§
Rent is defined as our consolidated rent expense on buildings.
§
1-Tax Rate where the Tax Rate is defined as the annual effective tax rate.
§
In Fiscal 2015 and Fiscal 2014, Shareholder's Equity was defined as the average of the fiscal year total beginning and total ending balance, excluding stock repurchases for the year.  In Fiscal 2013, Shareholder's Equity was defined as our total Stockholder's Equity, excluding stock repurchases for the applicable fiscal year.
§
Debt is defined as consolidated short-term, long-term or bank debt, but does not include capital leases.
33


§
In Fiscal 2015 and Fiscal 2014, Leases were defined as a multiple of four (4) times the annual consolidated rent expense.  In Fiscal 2013, Leases were defined as operating and capital leases (including imputed interest) as disclosed in our Annual Report on Form 10-K in the contractual obligations table.

In evaluating the components in the calculation for ROIC, the Compensation Committee determined that the average Shareholder's Equity balance provides more meaningful data to the performance period being evaluated.  They also determined that the change to the definition of leases considers all components of rent expense, including contingent rent expense, whereas the former definition only considered minimum annual lease payments.

Because the EBIT goal is based on a 3-year cumulative achievement, the achievement for Fiscal 2015 and Fiscal 2014 are yet to be determined.

Consistent with prior years, the Compensation Committee will award only RSUs in Fiscal 2016 to all participating employees, including the NEOs with the NEO awards of PSUs determined based on a percentage of each executive's base salary and awards to other participating employees based primarily on their position and salary level.  The Compensation Committee approved a budget of $3.9 million for employee RSU awards for Fiscal 2016 of which the Company awarded a value of $3.5 million, excluding our NEOs.  The total shares awarded for the annual award for Fiscal 2016 was 98,829 shares of which our NEOs were awarded 29,300 RSUs in the form of PSUs and based on a trailing average of $40.13.  See Summary Compensation Table and related disclosures for more detail of equity awards to each NEO.

Timing of Equity Awards

We grant equity awards to eligible employees generally on three occasions: annually, upon hire (for certain senior positions) and occasional special one-time grants to executive management upon approval by the Compensation Committee.  The fair value of awards is based on the closing price of our common stock on the date of grant (or if not a business day, the immediately preceding business day) as defined in our equity plans.

In Fiscal 2015, Fiscal 2014 and Fiscal 2013, we granted all annual employee equity awards, including our executives, on the same day each year.  Under the Statement of Employee Equity Grant Practices (EGP) adopted by the Compensation Committee, the grant date for annual awards to executives and employees is defined as the third business day following the public release of our annual results of operations.  In addition, grants to newly hired executives are made on the first day of the fiscal quarter after hire.  Special purpose grants are effective as of the Friday following the Compensation Committee's formal approval.  The Compensation Committee reserves the right to modify this practice if circumstances warrant.  No award will be deemed made until all material terms, including the type of award, number of shares, grant date, and the identification of each grantee, is determined with finality without the benefit of hindsight.

Newsome Transition Agreement

In October 2013, the Board accepted a transition plan from Mr. Newsome to the position of non-executive Chairman of the Board effective February 2, 2014.  As part of this plan, in January 2014, the Company executed an Executive Transition Agreement and General Release under which Mr. Newsome gave the Company a general release and agreed to terminate certain prior understandings and arrangements with the Company, including an earlier retention agreement providing for advisory services and a post-retirement health benefit.  In lieu of such arrangements and as consideration for applicable releases and terminations, the Company made a one-time payment of $500,000 to Mr. Newsome.  Effective Fiscal 2015, Mr. Newsome is no longer an employee or executive officer of the Company.

Employment and Retention Agreements

There are currently no employment or retention agreements with any executive officer or employee of the Company.

34


Severance and Change in Control Payments

The Compensation Committee has adopted a Change in Control Severance Agreement (Severance Agreement) for our Named Executive Officers.  If a covered executive's employment is terminated by the Company without cause or by the executive for good reason within: (i) two years following a Change in Control; or (ii) within a six-month period prior to a Change in Control if the executive's termination or resignation is also directly related to or occurs in connection with a Change in Control, the Company shall pay the executive a severance payment in the amount equal to one and one half (1.5) times the sum of the executive's covered salary and covered bonus.  The severance shall be paid within thirty (30) days of the executive's termination date or the Change in Control date, whichever is later.  In addition, to the extent the executive has been granted equity compensation under the Company's equity compensation plans, the executive's interest in such awards would become fully exercisable, vested and nonforfeitable as of the Change in Control date, to the extent not already exercisable or vested as of such date.

The covered salary for purposes of this Severance Agreement shall mean 1.5 times the highest annual rate of base salary paid to the executive by the Company prior to the termination or resignation of the executive's employment.  The covered bonus for purposes of this Severance Agreement shall mean the average of the actual cash bonuses paid to the executive for the five years prior to the year of the executive's termination or resignation from the Company (or shorter period if the executive has been employed for a shorter period), but not to exceed the target bonus in the year of termination or resignation.

The following table shows the estimated payouts to our NEOs if a Change in Control event occurred on January 31, 2015:

   
Named Executive Officer
 
   
Mr. Rosenthal
   
Mr. Bowman
   
Ms. Pryor
   
Mr. Briskin
 
Salary & Bonus (1)
 
       
     
Covered Salary
 
$
735,000
   
$
480,000
   
$
564,000
   
$
412,500
 
Covered Bonus
   
573,769
     
225,625
     
351,336
     
71,037
 
   Cash Payout
   
1,308,769
     
705,625
     
915,336
     
483,537
 
                                 
Equity Awards (2)
                               
Restricted Stock Units
   
1,881,600
     
229,367
     
1,165,416
     
462,027
 
Stock Options
   
--
     
--
     
--
     
--
 
  Total Value of Equity
   
1,881,600
     
229,367
     
1,165,416
     
462,027
 
  Total
 
$
3,190,369
   
$
934,992
   
$
2,080,752
   
$
945,564
 
                                 
 Estimated Payout
 
$
3,190,369
   
$
934,992
   
$
2,080,752
   
$
945,564
 

(1) Covered salary was based on the highest annual rate of base pay paid to each NEO.  Covered bonus was based on a five-year average of bonuses paid for Mr. Rosenthal and Ms. Pryor, three years for Mr. Bowman and one year for Mr. Briskin.

35


(2) The value of equity awards was calculated on non-vested awards using the closing price of our stock on January 31, 2015 of $47.04.  RSUs were valued at the closing stock price times the number of shares non-vested and do not include unearned PSUs.  There were no unvested stock options outstanding on January 31, 2015.  As of January 31, 2015, the number of non-vested RSUs and non-vested stock options considered in the calculation above were:

NEO
Non-Vested
RSUs
Mr. Rosenthal
40,000
Mr. Bowman
4,876
Ms. Pryor
24,775
Mr. Briskin
9,822

Perquisites and Other Benefits

The Compensation Committee's philosophy is that NEOs should not be treated differently from the general employee population in the design of their benefits, other than one-time or special benefits provided under broader programs, such as relocation.  The Company's overall viewpoint is to offer a compensation package that emphasizes long-term contribution and stability rather than extra benefits, particularly benefits not available to our employees, in general.  The NEOs receive the same medical, dental, vision, disability, employee discount, flexible spending options and 401(k) benefits as the broader employee population who qualify.  The perquisites provided to NEOs are also available to other employees, where applicable, and include:

Paid holidays and vacation.  We currently allow six paid holidays.  Based on years of service, our full-time employees can earn up to four weeks of paid vacation per year.  All our NEOs are eligible for four weeks of paid vacation per year, with the exception of Mr. Bowman who is eligible for 2 weeks of paid vacation per year, based on their years of service:

Discount on the Company's common stock through the Hibbett Sports, Inc. Employee Stock Purchase Plan (ESPP).  All employees, including our NEOs, who have been employed with the Company over one year and work an average of 20 hours per week, qualify for participation in our ESPP.  The ESPP purchases our common stock each calendar quarter at a discount of 15.0% off the closing price of the lower of the first day of the calendar quarter or the last day of the calendar quarter.  In Fiscal 2015 and currently, Mr. Bowman is the only NEO participating in the ESPP.

Company-paid life insurance.  The Company provides life insurance coverage equal to two times the annual base salary of all full-time employees up to $500,000 with further reductions once an employee reaches age 65 and 70.

Deferred Contribution Benefit Plans.  The Hibbett Sports, Inc. 401(k) Plan is our tax qualified retirement plan where our employees, including our NEOs, are able to make pre-tax contributions from their cash compensation.  We make matching contributions for all participants equal to 75% of their elective deferrals up to 6% of their total eligible compensation.  All of our NEOs participate in the 401(k) Plan.

The Internal Revenue Code limits the amount of compensation that can be deferred under the 401(k) Plan, and also limits the amount of salary and bonus ($260,000 for Fiscal 2015) with respect to matching contributions that can be made under that plan.  Accordingly, we offer our executive officers and other highly compensated employees the opportunity to defer their compensation, including amounts in excess of the tax law limit, under our nonqualified Supplemental 401(k) Plan (Supplemental Plan).  Through Fiscal 2015, contributions under the Supplemental Plan allowed our NEOs and other highly compensated employees to receive the Company match in the same percentage as our other employees.  Balances in the Supplemental Plan are unsecured and at-risk, meaning the balances may be forfeited in the event of the Company's financial distress such as bankruptcy.  The group of employees eligible for this deferral option includes all our NEOs and all our NEOs participated in the Supplemental Plan in Fiscal 2015.  Mr. Rosenthal is the only NEO currently participating in the Supplemental Plan.

36


Executive Voluntary Deferral Plan.  The Company maintains the Hibbett Sports, Inc. Executive Voluntary Deferral Plan (Deferral Plan) which gives key executives of the Company an opportunity to defer, on a pre-tax basis, up to 50% of their base salary and up to 100% of any bonus earned.  All of our NEOs are eligible for participation under this plan.  Only Ms. Jones participated in the Deferral Plan in Fiscal 2015.  Currently, none of our NEOs participate in the Deferral Plan.

Flexible Spending Account Plan.  The Company maintains a Flexible Spending Account Plan (FSA) that allows employees to set aside pre-tax amounts for certain out-of-pocket health care and dependent care expenses.  All of our NEOs are eligible for participation under the FSA and all our NEOs with the exception of Mr. Bowman, participated in the FSA in Fiscal 2015 and are currently participating in the FSA.

See the Summary Compensation Table and related disclosures for more details on specific perquisites applicable to each NEO.

Equity Ownership

The Compensation Committee has adopted stock ownership guidelines for our NEOs.  Within four years of any executive officer's hire date or promotion to a covered office, whichever is later, the following equity ownership must be maintained in the amounts indicated:

Office Held
Stock Ownership Requirement
Chief Executive Officer, President
Three (3) times base salary
Senior Vice President
One (1) time base salary

Company equity may be in the form of common stock or common stock equivalents such as options, restricted stock, restricted stock units, etc.  Determination of compliance with the guidelines is based on the closing price of our common stock on the last business day of the fiscal year for shares of stock owned and all restricted stock units and on the grant date fair value under ASC Topic 718 for vested stock options.  As of our fiscal year ended January 31, 2015, all our NEOs had met their stock ownership requirements.

Deductibility of Compensation

Section 162(m) of the Internal Revenue Code generally provides that publicly held companies may not deduct compensation paid to executive officers to the extent such compensation exceeds $1 million per executive in any year.  Pursuant to regulations issued by the Treasury Department, certain limited exceptions to Section 162(m) apply with respect to "qualified performance-based compensation" such as stock option grants, annual bonus and performance shares which satisfy the specific requirements imposed by Section 162(m).  We have taken steps to provide that these exceptions will apply to a majority but not all of the compensation paid to our executive officers.  We continue to monitor the applicability of Section 162(m) to our ongoing compensation arrangements.  It continues to be the Compensation Committee's desire that a majority of the bonus compensation paid to our executive officers under the Bonus Plan qualifies as performance-based compensation and is deductible for federal income tax purposes under Section 162(m).

Financial Restatement and Recoupment

The Board has adopted a Recoupment Policy within its Corporate Governance Guidelines which allows the Board, at its discretion, to seek reimbursement of performance-based compensation, including performance-based equity compensation, from any senior executive, including our NEOs, who has engaged in fraud, willful misconduct, recklessness or gross negligence that has caused or otherwise significantly contributed to the need for a material restatement of the Company's financial statements.  The policy is effective for all performance-based compensation earned after Fiscal 2010.  Bonuses are based on achieved financial targets and are determined based on our audited consolidated financial statements.

The Compensation Committee has the discretion to waive or revise performance goals, but has never exercised this right in the past.  A copy of our Corporate Governance Guidelines is available at www.hibbett.com under "Investor Relations."
37



Annual Compensation of Executive Officers

The following table reports amounts paid during the fiscal years ended January 31, 2015, February 1, 2014 and February 2, 2013 to our NEOs, including equity awards that were granted during the year and other benefits that accrued during the fiscal year.

Summary Compensation Table
For the Fiscal Years Ended January 31, 2015, February 1, 2014 and February 2, 2013
(In dollars)

Name and Principal Position
Year (1)
 
Salary
   
Bonus (2)
   
Stock
Awards (3)
   
Non-
Equity
Incentive
Plan
Compen-
sation (4)
   
All Other
Compen-
sation (5)
   
TOTAL
 
Jeffry O. Rosenthal
2015
 
$
490,000
   
$
--
   
$
545,664
   
$
429,975
   
$
11,485
   
$
1,477,124
 
Chief Executive Officer
2014
 
$
475,000
   
$
--
   
$
546,006
   
$
352,688
   
$
11,475
   
$
1,385,169
 
and President
2013
 
$
440,000
   
$
--
   
$
504,691
   
$
458,150
   
$
11,250
   
$
1,414,091
 
                                                   
Scott J. Bowman (6)
2015
 
$
320,000
   
$
--
   
$
255,780
   
$
202,800
   
$
11,594
   
$
790,174
 
Chief Financial Officer and
2014
 
$
310,000
   
$
--
   
$
237,864
   
$
153,450
   
$
6,438
   
$
707,752
 
Senior Vice President
2013
 
$
164,519
   
$
95,000
   
$
94,978
   
$
--
   
$
65,000
   
$
419,497
 
                                                   
Cathy E. Pryor
2015
 
$
376,000
   
$
--
   
$
301,252
   
$
238,290
   
$
11,700
   
$
927,242
 
Senior Vice President
2014
 
$
365,000
   
$
--
   
$
302,736
   
$
195,731
   
$
11,475
   
$
874,942
 
of Operations
2013
 
$
350,000
   
$
--
   
$
280,962
   
$
257,250
   
$
11,250
   
$
899,462
 
                                                   
Jared S. Briskin (7)
2015
 
$
225,000
   
$
--
   
$
130,050
   
$
47,358
   
$
9,075
   
$
411,483
 
Senior Vice President and
                                                 
Chief Merchant
                                                 
                                                   
Rebecca A. Jones (8)
2015
 
$
260,304
   
$
--
   
$
335,356
   
$
--
   
$
100,000
   
$
695,660
 
Senior Vice President of
2014
 
$
375,000
   
$
--
   
$
335,172
   
$
216,563
   
$
11,475
   
$
938,210
 
Merchandising, Marketing and Logistics
2013
 
$
350,000
   
$
--
   
$
306,977
   
$
278,688
   
$
11,250
   
$
946,915
 

Note:  The Summary Compensation Table requires a column for Option Awards (which requires the fair market value of options awarded) and Change in Pension Value and Nonqualified Deferred Compensation Dollars (which requires the reporting of "above-market" or "preferential" earnings from nonqualified deferred compensation plans) of which there were none.  Therefore, for presentation purposes, these columns were omitted.

(1)  Hibbett Sports Inc.'s fiscal year ends on the Saturday nearest to January 31 of each year.

(2)  The bonus amount for Mr. Bowman represents the amount that was agreed to at the time of his employment with the Company and was only contingent upon continued service.

(3)  The values set forth in this column reflect PSUs granted to all our NEOs, with the exception of Mr. Bowman whose grant for Fiscal 2013 and Mr. Briskin whose grant for Fiscal 2015 were service-based restricted stock units.  The valuation method, in accordance with ASC Topic 718, is based on the closing price of our common stock on the date of grant, without considering an estimate for forfeitures.  The values in the table represent the target number of awards established for each NEO.

38


PSUs awarded by our Compensation Committee to our NEOs are granted based on a percent of their base salary.  The NEOs could earn less or more than the target amount depending on the level of performance achieved.  The awards could also be forfeited upon failure to achieve the minimum performance target.  Mr. Briskin's compensation package was not determined by the Compensation Committee for Fiscal 2015.  The following table sets forth the aggregate grant date fair value for the PSUs awarded assuming the highest level of performance conditions were achieved:

   
Fiscal Year
 
Name
 
2015
   
2014
   
2013
 
Mr. Rosenthal
 
$
1,091,328
   
$
1,092,012
   
$
1,009,382
 
Mr. Bowman
 
$
511,560
   
$
475,728
     
N/A
 
Ms. Pryor
 
$
602,504
   
$
605,472
   
$
561,924
 
Mr. Briskin
   
N/A
 
   
N/A
 
   
N/A
 
Ms. Jones
 
$
670,712
   
$
670,344
   
$
613,954
 


Mr. Bowman's new-hire award in Fiscal 2013 and Mr. Briskin's outstanding awards are all service-based and not contingent upon achievement of performance conditions.  Therefore, these are not reflected in the table above.  The following table represents the aggregate grant date fair value of the actual restricted stock awards earned based on actual achievement of performance conditions.

   
Fiscal Year
 
Name
 
2015
   
2014
   
2013
 
Mr. Rosenthal
 
$
272,832
   
$
136,502
   
$
378,518
 
Mr. Bowman
 
$
127,890
   
$
59,466
     
N/A
 
Ms. Pryor
 
$
150,626
   
$
75,684
   
$
210,722
 
Mr. Briskin
   
N/A
 
   
N/A
 
   
N/A
 
Ms. Jones
   
N/A
 
 
$
83,793
   
$
76,744
 


Some of the awards considered in the table are still subject to a service requirement.  Fiscal 2015 and Fiscal 2014 both have awards outstanding and unearned contingent on future performance achievement.  Ms. Jones' Fiscal 2015 awards were forfeited upon her termination of employment with the Company.  She earned a portion of her Fiscal 2014 and Fiscal 2013 awards, but those also were forfeited upon her termination because the service period was not met.  The amounts above represent the grant date fair value of the awards forfeited.

(4)  Non-Equity Incentive Plan Compensation is defined as compensation earned (whether paid during the period or not) based on the achievement of performance criteria that is substantially uncertain at the time it is established and communicated to the executive.

Our executive bonuses are comprised of a Company performance component, which is a percent of base salary and based on performance criteria the Compensation Committee feels is substantially uncertain at the time it is established and communicated to the executive.  The criterion established by the Compensation Committee typically requires an improvement on ratios and earnings from the prior year.  Performance measures are not based on the price of our common stock.  The targeted bonus potential for Fiscal 2015, Fiscal 2014 and Fiscal 2013 was communicated to each executive officer following the March 2014, March 2013 and March 2012 meetings of the Compensation Committee, respectively.  Mr. Bowman's Fiscal 2013 bonus was communicated to him upon hire.  Mr. Briskin's Fiscal 2015 bonus was communicated to him by management during the annual employee appraisal process in March 2014.  Ms. Jones' Fiscal 2015 bonus was forfeited.

(5)  Other compensation is made up of the incremental cost to us of benefits and other perquisites.  The following table further details those items listed in total in the Summary Compensation Table under the column heading "All Other Compensation":

39


All Other Compensation
For the Fiscal Years Ended January 31, 2015, February 1, 2014 and February 2, 2013
(In dollars)

Executive
Fiscal
Year
 
401(k) and Supplemental
Plan match (a)
   
Other (b)
   
TOTAL
  2015 $ 11,485 $ -- $ 11,485
Mr. Rosenthal
2014
 
$
11,475
   
$
--
   
$
11,475
 
  2013 $ 11,250 $ -- $ 11,250
                           
  2015 $ 11,494 $ -- $ 11,594
Mr. Bowman
2014
 
$
6,438
   
$
--
   
$
6,438
 
  2013 $ -- $ 65,000 $ 65,000
                           
  2015 $ 11,700 $ -- $ 11,700
Ms. Pryor
2014
 
$
11,475
   
$
--
   
$
11,475
 
  2013 $ 11,250 $ -- $ 11,250
 
                         
Mr. Briskin
2015
 
$
9,075
   
$
--
   
$
9,075
 
                           
  2015 $ -- $ 100,000 $ 100,000
Ms. Jones
2014
 
$
11,475
   
$
--
   
$
11,475
 
  2013 $ 11,250 $ -- $ 11,250

(a)  The Board of Directors approved a total discretionary match of 75.0% of the first 6.0% of contributions for all eligible employees, including NEOs, under the Company's 401(k) Plan and Supplemental Plan.  Mr. Bowman became eligible to participate during Fiscal 2014.

Our NEOs are subject to 401(k) Plan refunds due to the plan being a top-heavy plan in all the years presented.

(b)  For Mr. Bowman, the amount included in "Other" consisted of a moving allowance paid to him and agreed to upon hire and does not include a tax gross up.  For Ms. Jones, the amount included in "Other" consisted of a severance payment made pursuant to the Separation Agreement and General Release of All Claims filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on December 8, 2014.

(6)  Mr. Bowman was named our Chief Financial Officer effective July 9, 2012.

(7)  Mr. Briskin was named our Senior Vice President and Chief Merchant effective September 29, 2014.  His Fiscal 2015 compensation was not determined by the Compensation Committee.  Upon his promotion, he received an increase in his base salary to reflect his new responsibilities at the annualized rate represented in the table.  No changes in his Fiscal 2015 bonus plan or equity awards were made pursuant to the promotion.

(8)  Ms. Jones left the Company effective September 29, 2014.

Jeffry O. Rosenthal

Jeffry O. Rosenthal, age 57, has been our Chief Executive Officer and President since March 2010.  Formerly, he served as President and Chief Operating Officer from February 2009 through March 2010 and as Vice President of Merchandising from August 1998 through February 2009.  Prior to joining us, Mr. Rosenthal was Vice President and Divisional Merchandise Manager for Apparel with Champs Sports, a division of Foot Locker, Inc. from 1981 to 1998.

40


The following table represents the compensation package awarded to Mr. Rosenthal in each of the years presented, regardless of whether ultimately achieved or obtained:

   
Fiscal 2015
   
Fiscal 2014
   
Fiscal 2013
 
Salary Component
 
Dollars or
Number of
   
% to
Base
Salary
   
Dollars or
Number of
   
% to
Base
Salary
   
Dollars or
Number of
   
% to
Base
Salary
 
Base Salary
 
$
490,000
   
   
$
475,000
   
   
$
440,000
   
 
Non-Equity Incentive Plan Compensation
                                   
    Company Bonus Target (1)
   
441,000
     
90.0
%
   
427,500
     
90.0
%
   
374,000
     
85.0
%
TOTAL Cash Compensation Potential
 
$
931,000
     
190.0
%
 
$
902,500
     
190.0
%
 
$
814,000
     
185.0
%
 
                                               
Restricted Stock Units (2)
   
9,600
             
10,100
             
9,700
         

(1)  See "Bonus and Non-Equity Incentive Plan Compensation" for a complete discussion of the Company's bonus compensation program.  The Company bonuses for Mr. Rosenthal were based on the Company's EBIT achievements in Fiscal 2015, Fiscal 2014 and Fiscal 2013, respectively.  The actual Company bonus earned by Mr. Rosenthal in each of these years based on the Company's achievement of its EBIT goal was:

   
Bonus Earned
   
% to Base
Salary
 
Fiscal 2015
 
$
429,975
     
87.8
%
Fiscal 2014
 
$
352,688
     
74.3
%
Fiscal 2013
 
$
458,150
     
104.1
%


(2)  See "Equity Awards" for a complete discussion on equity awards to our NEOs.  Our equity awards to our NEOs can be earned by achieving the performance goals determined by the Compensation Committee.  For all years presented, half of the equity award was a performance goal established on a 1-year achievement based on ROIC with a 5-year vesting provision.  The other half of the equity award was a performance goal established on a 3-year achievement based on cumulative EBIT for all 3 fiscal years which vests in 3 years.  The award associated with each performance goal could be forfeited if a minimum goal was not attained or could be earned up to 200% if a maximum goal was attained.

The table below illustrates the total PSUs awarded to Mr. Rosenthal and the number of PSUs he has earned to-date based on achievement of the stated goals:

 
 Total PSUs
Awarded
PSUs
Earned
Based on
ROIC Goal
ROIC
Achievement
Rate
PSUs
Earned
Based on
EBIT Goal
EBIT
Achievement
Rate
PSUs Still
Subject to
EBIT Goal
Fiscal 2015
 9,600
 4,800
100%
 N/A
N/A
 4,800
Fiscal 2014
 10,100
 2,525
50%
 N/A
N/A
 5,050
Fiscal 2013
 9,700
 2,425
50%
 4,850
100%
--

The 4,800 and 5,050 outstanding PSUs are contingent on the achievement of a 3-year cumulative EBIT goal for Fiscal 2015 and Fiscal 2014, respectively.  PSUs have cliff vesting provisions from one to five years from date of grant and upon achievement of performance criteria.

Other Compensation.  Other compensation earned by Mr. Rosenthal is made up of benefits and other such perquisites identified as having value to him and an incremental cost to us.  See "All Other Compensation" table for an analysis of those items and costs identified as other compensation to Mr. Rosenthal.

41


Scott J. Bowman

Scott J. Bowman, age 48, was hired as our Senior Vice President and Chief Financial Officer and Principal Accounting Officer effective July 2012.  Prior to joining us, Mr. Bowman was the Division Chief Financial Officer – Northern Division (Division CFO) of The Home Depot, a large home improvement retailer since June 2006.  Mr. Bowman also served The Home Depot as their Senior Director, Finance – IT from October 2003 through June 2006 prior to his duties as Division CFO.  Prior to his tenure at The Home Depot, he worked in various controller and accounting management positions with Rubbermaid Home Products, a Division of Newell Rubbermaid, Anchor Hocking Glass Company and The Sherwin-Williams Company.

The following table represents the compensation package awarded to Mr. Bowman in each of the years presented, regardless of whether ultimately achieved or obtained:

   
Fiscal 2015
   
Fiscal 2014
   
Fiscal 2013
 
Salary Component
 
Dollars or
Number of
   
% to
Base
Salary
   
Dollars or
Number of
   
% to
Base
Salary
   
Dollars or
Number of
   
% to
Base
Salary
 
Base Salary (1)
 
$
320,000
   
   
$
310,000
   
   
$
295,000
   
 
Non-Equity Incentive Plan Compensation
                                   
    Company Bonus Target (2)
   
208,000
     
65.0
%
   
186,000
     
60.0
%
   
--
     
0.0
%
    Individual Bonus (3)
   
--
     
0.0
%
   
--
     
0.00
%
   
95,000
     
32.2
%
TOTAL Cash Compensation Potential
 
$
528,000
     
165.0
%
 
$
496,000
     
160.0
%
 
$
390,000
     
132.2
%
 
                                               
Restricted Stock Units (4) (5)
   
4,500
             
4,400
             
1,526
         

(1)  The base salary in Fiscal 2013 represents the annualized amount approved by our Compensation Committee and does not reflect a partial year.

(2)  See "Bonus and Non-Equity Incentive Plan Compensation" for a complete discussion of the Company's bonus compensation program.  The Company bonuses for Mr. Bowman were based on the Company's EBIT achievements in Fiscal 2015 and Fiscal 2014, respectively.  The actual Company bonus earned by Mr. Bowman in Fiscal 2015 was $202,800, or 63.4% of his base salary.  The actual Company bonus earned for Fiscal 2014 was $153,450, or 49.5% of his base salary.

(3)  The individual bonus to Mr. Bowman was agreed to upon hire and was not contingent on any performance goals.

(4)  See "Equity Awards" for a complete discussion on equity awards to our NEOs.  Our equity awards to our NEOs can be earned by achieving the performance goals determined by the Compensation Committee.  For Fiscal 2015 and Fiscal 2014, half of the equity award was a performance goal established on a 1-year achievement based on ROIC with a 5-year vesting provision.  The other half of the equity award was a performance goal established on a 3-year achievement based on cumulative EBIT for all 3 fiscal years which vests in 3 years.  The award associated with each performance goal could be forfeited if a minimum goal was not attained or could be earned up to 200% if a maximum goal was attained.

The table below illustrates the total PSUs awarded to Mr. Bowman and the number of PSUs he has earned to-date based on achievement of the stated goals:

 
 Total PSUs
Awarded
PSUs
Earned
Based on
ROIC Goal
ROIC
Achievement
Rate
PSUs
Earned
Based on
EBIT Goal
EBIT
Achievement
Rate
PSUs Still
Subject to
EBIT Goal
Fiscal 2015
 4,500
 2,250
100%
 N/A
N/A
 2,250
Fiscal 2014
 4,400
 1,100
50%
 N/A
N/A
 2,200

42


The 2,250 and 2,200 outstanding PSUs are contingent on the achievement of a 3-year cumulative EBIT goal for Fiscal 2015 and Fiscal 2014, respectively.  PSUs have cliff vesting provisions from one to five years from date of grant and upon achievement of performance criteria.

(5)  For Fiscal 2013, the RSUs awarded to Mr. Bowman were based on a value of $95,000 and were granted on the first day of the first full fiscal quarter following his employment as defined in our Grant Policy.  The award was dated July 29, 2012.  The number awarded was based on the fair market value of our common stock at date of grant of $62.24 and will cliff vest on the fifth anniversary of the date of grant.

Other Compensation.  Other compensation earned by Mr. Bowman is made up of benefits and other such perquisites identified as having value to him and an incremental cost to us.  See "All Other Compensation" table for an analysis of those items and costs identified as other compensation to Mr. Bowman.

Cathy E. Pryor

Cathy E. Pryor, age 52, has been our Senior Vice President of Operations since 2012.  Formerly, she served as Vice President of Operations from 1995 to 2012.  She joined our Company in 1988 serving in areas of increasing responsibility including district manager and Director of Store Operations.

The following table represents the compensation package awarded to Ms. Pryor in each of the years presented, regardless of whether ultimately achieved or obtained:

   
Fiscal 2015
   
Fiscal 2014
   
Fiscal 2013
 
Salary Component
 
Dollars or Number of
   
% to Base Salary
   
Dollars or Number of
   
% to Base Salary
   
Dollars or Number of
   
% to Base Salary
 
Base Salary
 
$
376,000
   
   
$
365,000
   
   
$
350,000
   
 
Non-Equity Incentive Plan Compensation
                                   
    Company Bonus Target (1)
   
244,400
     
65.0
%
   
237,250
     
65.0
%
   
210,000
     
60.0
%
TOTAL Cash Compensation Potential
 
$
620,400
     
165.0
%
 
$
602,250
     
165.0
%
 
$
560,000
     
160.0
%
 
                                               
Restricted Stock Units (2)
   
5,300
             
5,600
             
5,400
         

(1)  See "Bonus and Non-Equity Incentive Plan Compensation" for a complete discussion of the Company's bonus compensation program.  The Company bonuses for Ms. Pryor were based on the Company's EBIT achievements in Fiscal 2015, Fiscal 2014 and Fiscal 2013, respectively.  The actual Company bonus earned by Ms. Pryor in each of these years based on the Company's achievement of its EBIT goal was:

   
Bonus Earned
   
% to Base
Salary
 
Fiscal 2015
 
$
238,290
     
63.4
%
Fiscal 2014
 
$
195,731
     
53.6
%
Fiscal 2013
 
$
257,250
     
73.5
%

(2)  See "Equity Awards" for a complete discussion on equity awards to our NEOs.  Our equity awards to our NEOs can be earned by achieving the performance goals determined by the Compensation Committee.  For all years presented, half of the equity award was a performance goal established on a 1-year achievement based on ROIC with a 5-year vesting provision.  The other half of the equity award was a performance goal established on a 3-year achievement based on cumulative EBIT for all 3 fiscal years which vests in 3 years.  The award associated with each performance goal could be forfeited if a minimum goal was not attained or could be earned up to 200% if a maximum goal was attained.

43


The table below illustrates the total PSUs awarded to Ms. Pryor and the number of PSUs she has earned based on achievement of the stated goals:

 
 Total PSUs
Awarded
PSUs
Earned
Based on
ROIC Goal
ROIC
Achievement
Rate
PSUs
Earned
Based on
EBIT Goal
EBIT
Achievement
Rate
PSUs Still
Subject to
EBIT Goal
Fiscal 2015
 5,300
 2,650
100%
 N/A
N/A
 2,650
Fiscal 2014
 5,600
 1,400
50%
 N/A
N/A
 2,800
Fiscal 2013
 5,400
 1,350
50%
 2,700
100%
--

The 2,650 and 2,800 outstanding PSUs are contingent on the achievement of a 3-year cumulative EBIT goal for Fiscal 2015 and Fiscal 2014, respectively.  PSUs have cliff vesting provisions from one to five years from date of grant and upon achievement of performance criteria.

Other Compensation.  Other compensation earned by Ms. Pryor is made up of benefits and other such perquisites identified as having value to her and an incremental cost to us.  See "All Other Compensation" table for an analysis of those items and costs identified as other compensation to Ms. Pryor.

Jared S. Briskin

Jared S. Briskin, age 42, was appointed our Senior Vice President and Chief Merchant in September 2014.  Formerly, he served as Vice President/Divisional Merchandise Manager of Footwear and Equipment from March 2010 through September 2014 and Vice President/Divisional Merchandise Manager of Apparel and Equipment from June 2004 through March 2010.  Prior to his appointment to Vice President in 2004, Mr. Briskin held various merchandising positions across multiple categories since joining the Company in April 1998.

Because he was appointed to his current position in September 2014, the Compensation Committee did not determine his compensation package for Fiscal 2015.  Upon his appointment, he received an increase in his base salary; however, there were no changes to his bonus plan and equity awards.  The following table represents the compensation package awarded to Mr. Briskin by management in Fiscal 2015, regardless of whether ultimately achieved or obtained:

   
Fiscal 2015
 
Salary Component
 
Dollars or Number of
   
% to Base Salary
 
Base Salary
 
$
225,000
   
 
Non-Equity Incentive Plan Compensation
           
    Company Bonus Target (1)
   
61,875
     
27.5
%
TOTAL Cash Compensation Potential
 
$
286,875
     
127.5
%
 
               
Restricted Stock Units (2)
   
2,288
         

(1)  Mr. Briskin's Fiscal 2015 bonus plan consisted of a variety of Company performance targets and was broken into quarterly and annual goals.  The quarterly goals were based on quarterly gross margin return on investment (GMROI) in his area of responsibility and total retail sales.  Both these metrics were based on the overall merchant plan for the Company.  The annual goals were based on aged inventory percentage, annual GMROI, new store performance and EBIT.  Each goal was defined in his bonus plan and communicated to him.  In addition, in order to be eligible for the annual bonus, Mr. Briskin had to complete defined visits with regional sales managers and work at least one day in one of our retail stores.  The actual bonus earned for Fiscal 2015 by Mr. Briskin was $47,358.

44


(2)  The equity award to Mr. Briskin is a service-based restricted stock unit grant and is not tied to performance.  Employee time-based RSUs cliff vest in four years.

Other Compensation.  Other compensation earned by Mr. Briskin is made up of benefits and other such perquisites identified as having value to him and an incremental cost to us.  See "All Other Compensation" table for an analysis of those items and costs identified as other compensation to Mr. Briskin.

Rebecca A. Jones

Rebecca A. Jones was hired as our Vice President of Merchandising effective August 2009 and served as our Senior Vice President over Merchandising, Marketing and Logistics until September 2014.

The following table represents the compensation package awarded to Ms. Jones in each of the years presented, regardless of whether ultimately achieved or obtained:

   
Fiscal 2015
   
Fiscal 2014
   
Fiscal 2013
 
Salary Component
 
Dollars or Number of
   
% to Base Salary
   
Dollars or Number of
   
% to Base Salary
   
Dollars or Number of
   
% to Base Salary
 
Base Salary
 
$
386,500
   
   
$
375,000
   
   
$
350,000
   
 
Non-Equity Incentive Plan Compensation
                                   
    Company Bonus Target (1)
   
270,550
     
70.0
%
   
262,500
     
70.0
%
   
227,500
     
65.0
%
TOTAL Cash Compensation Potential
 
$
657,050
     
170.0
%
 
$
637,500
     
170.0
%
 
$
577,500
     
165.0
%
 
                                               
Restricted Stock Units (2)
   
5,900
             
6,200
             
5,900
         

(1)  See "Bonus and Non-Equity Incentive Plan Compensation" for a complete discussion of the Company's bonus compensation program.  The Company bonuses for Ms. Jones were based on the Company's EBIT achievements in Fiscal 2015, Fiscal 2014 and Fiscal 2013, respectively.  The actual Company bonus earned by Ms. Jones in each of these years based on the Company's EBIT achievement of its goal was:

   
Bonus Earned
   
% to Base
Salary
 
Fiscal 2015
  $
--
     
--
 
Fiscal 2014
 
$
216,563
     
57.8
%
Fiscal 2013
 
$
278,688
     
79.6
%

The bonus for Fiscal 2015 was forfeited due to her departure from the Company prior to the end of the fiscal year.

(2)  See "Equity Awards" for a complete discussion on equity awards to our NEOs.  Our equity awards to our NEOs can be earned by achieving the performance goals determined by the Compensation Committee.  For all years presented, half of the equity award was a performance goal established on a 1-year achievement based on ROIC with a 5-year vesting provision.  The other half of the equity award was a performance goal established on a 3-year achievement based on cumulative EBIT for all fiscal years which vests in 3 years.  The awards associated with each performance goal could be forfeited if a minimum goal was not attained or could be earned up to 200% if a maximum goal was attained.

45


The table below illustrates the total PSUs awarded to Ms. Jones and the number of PSUs she earned based on achievement of the stated goals:

 
 Total PSUs
Awarded
PSUs
Earned
Based on
ROIC Goal
ROIC
Achievement
Rate
PSUs
Earned
Based on
EBIT Goal
EBIT
Achievement
Rate
PSUs Still
Subject to
EBIT Goal
Fiscal 2015
 5,900
 --
--
 --
 --
 --
Fiscal 2014
 6,200
 1,550
50%
 --
 --
 --
Fiscal 2013
 5,900
 1,475
50%
 --
 --
 --

Because Ms. Jones separated employment before the service period had been completed, all earned PSUs were forfeited.

Other Compensation.  Other compensation earned by Ms. Jones is made up of benefits and other such perquisites identified as having value to her and an incremental cost to us.  See "All Other Compensation" table for an analysis of those items and costs identified as other compensation to Ms. Jones.

Grants of Plan-Based Awards Table

The following table provides additional detail regarding stock options and other equity awards (such as restricted stock and restricted stock units) granted during the last fiscal year and amounts payable under other compensation plans (such as long-term incentive awards that are payable in cash or stock):

Grants of Plan-Based Awards
For the Fiscal Year Ended January 31, 2015

         
Estimated Possible Payouts Under Non-
Equity Incentive Plan Awards (1)
   
Estimated Future Payouts Under
Equity Incentive Plan Awards (2)
   
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
   
Fair Value
of Equity
Award on
Date of
Grant
 
Executive
Grant
Date
 
Approval
Date (3)
   
Threshold
($)
   
Target ($)
   
Maximum ($)
   
Threshold
(#)
   
Target
(#)
   
Maximum
(#)
     
(#)
 
 
($)(4)
 
Rosenthal
3/18/14
 
3/13/14
   
$
275,625
   
$
441,000
   
$
661,500
     
2,400
     
9,600
     
19,200
     
--
   
$
545,664
 
Bowman
3/18/14
 
3/13/14