CEO Richard Brooks received total compensation of $1,749,159 for fiscal 2025, consisting entirely of base salary ($735,000) and a performance-based cash bonus ($1,008,089) with no equity awards — a straightforward and modest pay package for a CEO at a ~$417M market cap retail company that is well within benchmark ranges. Pay is heavily variable and performance-linked: the cash bonus was earned under a pre-set formula tied to measurable sales, product margin, and operating profit targets, all of which the company verified through audited results before paying — this is exactly the kind of incentive structure the policy favors. The prior Say on Pay vote received 99.4% shareholder support, the compensation program has meaningful clawback protections, and there are no concerns about pay mix, excessive fixed pay, or misalignment between executive pay and shareholder outcomes.

The proxy filing does not disclose auditor fee data or Baker Tilly's tenure, so neither the non-audit fee ratio trigger nor the tenure trigger can be confirmed; per policy, the absence of tenure data means the tenure trigger does not fire, and without fee data the fee ratio trigger cannot apply — the default FOR vote stands with the absence of fee and tenure disclosure noted as a minor transparency concern.