Independent
Tenure on this board
4.5 yrs
3 nominees · 3 ballot items.
Elect three directors (Narayan Iyengar, Lesli Rotenberg and James Goldman); ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026; and approve, by non-binding advisory vote, the compensation of the Named Executive Officers as disclosed in the proxy statement.
Elect three Class I directors—Narayan Iyengar, Lesli Rotenberg and James A. Goldman—to serve until the 2029 Annual Meeting of Stockholders (or until their successors are duly elected and qualified).
Ratify the appointment of Ernst & Young LLP as Build‑A‑Bear Workshop, Inc.’s independent registered public accounting firm for fiscal 2026.
Advisory (say-on-pay) vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative.
This proposal asks stockholders to cast an advisory (non-binding) vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement. Management frames this as a validation of the Compensation and Human Capital Committee’s design and implementation of a program intended to attract and retain executives and align pay with stockholder interests through a mix of base salary, annual cash bonuses tied to revenue and EBITDA targets, and long‑term incentives that are predominantly performance‑based. The proxy provides context that the committee uses revenue and EBITDA measures for short‑ and long‑term incentives, that performance‑based restricted stock vests only if cumulative goals are met, and that the Company has governance safeguards such as clawback provisions, stock ownership guidelines, payout caps, and limits on perquisites. Management also notes recent stockholder engagement and that the prior year’s say‑on‑pay received strong support (approximately 87% in favor), which it cites in concluding no material program changes were necessary. The Board recommends a vote FOR, arguing the program appropriately balances retention and performance incentives, is calibrated to market practices via an independent consultant, and is responsive to stockholder feedback. Because the vote is advisory, passage will not bind the Board or management but will be considered by the Compensation and Human Capital Committee when setting future compensation. Key contextual factors for evaluation include the Company’s recent financial performance (consecutive years of record results), actual payouts (e.g., 2025 Bonus Plan payout at 99.9% of target and 2023‑2025 performance awards earned at 19.5% of target), and safeguards designed to limit excessive risk‑taking. For a sophisticated assessment, one should weigh the strength of the pay‑for‑performance linkage, the stringency and alignment of the performance metrics, the low‑to‑moderate realized payouts in recent cycles, and the governance features that limit perquisites and provide recoupment mechanisms.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Divisadero Street Capital Management, LP | 9.9% | 1,251,224 | $77M |
| 2 | FULLER THALER ASSET MANAGEMENT, INC. | 9.7% | 1,225,154 | $75M |
| 3 | Pacifica Capital Investments, LLC | 8.1% | 1,014,309 | $62M |
| 4 | De Lisle Partners LLP | 6.1% | 765,938 | $47M |
| 5 | VANGUARD GROUP INC | 6.0% | 753,984 | $46M |
| 6 | THRIVENT FINANCIAL FOR LUTHERANS | 5.2% | 650,362 | $40M |
| 7 | AMERICAN CENTURY COMPANIES INC | 4.4% | 547,827 | $34M |
| 8 | BlackRock, Inc. | 3.8% | 481,785 | $30M |
| 9 | STATE STREET CORP | 3.1% | 391,646 | $24M |
| 10 | BlackRock, Inc. | 2.9% | 370,239 | $23M |
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