Sportsman's Warehouse Holdings Inc

This non-binding management proposal asks shareholders to approve the Company’s disclosure of named executive officer (NEO) compensation as presented in the Proxy Statement, effectively endorsing the structure and amounts of pay awarded to the Company’s top executives. Management seeks this advisory vote to validate its mix of fixed pay, annual performance bonuses tied to Adjusted EBITDA, margin and sales, and longer-term cash- and equity-based incentives that emphasize retention and alignment with long-term shareholder value. The Company positions a substantial portion of pay as performance‑based, with multi-year cash LTIP awards and performance‑based RSUs that vest only if pre-specified financial and operational targets are achieved, reflecting a pay-for-performance philosophy. The Board’s recommendation of “FOR” rests on recent stockholder engagement results (including high prior-year say-on-pay support), benchmarking by independent compensation consultants and the Compensation Committee’s view that existing programs balance competitiveness with accountability. Potential governance considerations include the Company’s status as a smaller reporting company (permitted reduced disclosure), the recent management transition and material restructuring that make retention-focused awards more salient, and clawback and minimum vesting provisions intended to protect shareholders. While the vote is advisory and does not change contractual terms, its outcome is used by the Compensation Committee to inform future pay decisions; a negative result would likely trigger additional shareholder outreach and potential program changes. Given the Company’s disclosure of performance metrics, recent limited payout outcomes (demonstrating alignment) and explicit stockholder engagement, the Board argues that approval supports continuity in executive incentive design during a pivotal turnaround period. Investors evaluating this proposal should weigh the strength of disclosed performance metrics, vesting terms, historical say-on-pay support, and potential dilution from equity awards against the Company’s need to retain executive talent during its transformation.

This management proposal asks shareholders to approve a second amendment and restatement of the Company’s Amended and Restated 2019 Performance Incentive Plan to increase the share reserve (an incremental 1.928 million shares) and extend the plan term. Management seeks shareholder approval because the existing reserve is projected to last less than two years at current grant levels and the Company is in a period of active transformation with new executives whose retention the Board believes requires competitive equity incentives. The proposal is contextualized by prior stockholder approval history (2019 original plan and 2024 amendment), recent stockholder outreach where investors acknowledged the importance of equity for alignment and considered the anticipated dilution acceptable, and by the Company’s stated improvements in operations and early signs of stabilization. The plan includes investor-protective features that management highlights: no evergreen provision, anti-repricing provisions, a one-year minimum vesting requirement (with limited exceptions), director compensation caps, clawback provisions, and conservative share-counting rules for options/SARs after February 3, 2024. The Board’s recommendation of “FOR” is premised on the need to maintain adequate equity capacity to attract and retain key talent and to align management incentives with long-term shareholder returns during the turnaround. From a governance perspective, investors should weigh the proposed incremental dilution and historical burn rate (around 3.5% annually) against the Company’s need to restore and grow performance and retain leadership. If approved, the amendment substantially increases the available shares for grants but retains several guardrails intended to limit dilution and protect shareholders, while preserving administrative flexibility for the Compensation Committee. For sophisticated investors, relevant follow-ups would include modeling potential dilution scenarios under differing performance outcomes, reviewing past grant sizes and timing (particularly near management transitions), and monitoring post-approval grant pacing and disclosure to ensure the share usage and vesting outcomes align with promised retention and performance objectives.

This non-binding management proposal asks shareholders to indicate whether the Company should hold advisory votes on executive compensation every one, two, or three years. The Board recommends an annual (1-year) frequency, reasoning that annual votes provide more regular shareholder feedback on pay practices and align with the Company’s ongoing shareholder engagement and evolving turnaround efforts. The advisory nature of the vote means the Board retains discretion, but it will consider the plurality outcome when setting its policy; if no option receives a majority, the Board will consider the option receiving the most votes as the preferred frequency. For investors, the core trade-off is between more frequent accountability (annual votes) and reducing administrative burden or short-termism (multi-year votes). Given the Company’s recent management changes and active compensation adjustments tied to performance metrics, management argues that annual votes are appropriate to ensure timely investor input. The Board also notes it will consider results and investor feedback to determine future practice, so the vote functions as a governance signal rather than a binding mandate. Analysts evaluating governance should consider this recommendation alongside past say-on-pay outcomes and the Company’s communication and responsiveness to shareholder concerns.