DEF 14A

Notice of Annual Meeting of Shareholders

LOGO

DATE AND TIME

Friday, March 15, 2023

12:00 p.m. Eastern Time

LOGO

WHO CAN VOTE

Shareholders of record as of 5:00 p.m. Eastern Time on January 17, 2024 will be entitled to notice of, and to vote at, the Annual Meeting, or any adjournment thereof.

LOGO

LOCATION

Online via live audiocast on
www.virtualshareholdermeeting.com/LESL2024

VOTING ITEMS


Proposals		Board Vote Recommendation	For Further Details

1.	Election of three Class III directors, as named in this proxy statement	“FOR” each director nominee listed in Proposal 1	Page 16

2.	Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024	“FOR”	Page 22

3.	Non-binding, advisory vote to approve named executive officer compensation	“FOR”	Page 24

4.	Approval of the Leslie’s, Inc. Amended and Restated 2020 Omnibus Incentive Plan	“FOR”	Page 46

Shareholders will also transact any other business that may be properly presented at the Annual Meeting. This proxy statement is first being made available to our shareholders on or about January 24, 2024.

The purpose of the Annual Meeting is to consider and take action on the proposals stated above and discussed more thoroughly in the proxy materials. We are holding the Annual Meeting in a virtual-only format this year. To attend the Annual Meeting online, vote or submit questions during the meeting, shareholders of record will need to go to the meeting website listed above and log in using their 16-digit control number included on their proxy card. Beneficial owners should review these proxy materials and their voting instruction form for how to vote in advance of and how to participate in the Annual Meeting or, otherwise, contact their bank, broker or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the annual meeting.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of shareholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the chair or secretary of the Annual Meeting will convene the meeting at 12:30 p.m. Eastern Time on the date specified above and at the Company’s address specified below solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Company’s Investor Relations page at https://ir.lesliespool.com/.

We encourage you to review these proxy materials and vote your shares before the Annual Meeting, your vote is important.

By Order of the Board of Directors,

LOGO

Brad Gazaway

Chief Legal, Real Estate & Sustainability Officer and Corporate Secretary

2005 East Indian School Road

Phoenix, Arizona 85016

January 24, 2024

HOW TO VOTE


INTERNET www.proxyvote.com	TELEPHONE 1-800-690-6903	MAIL Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 15, 2024 The notice, Proxy Statement, and 2023 Annual Report on Form 10-K are available at www.proxyvote.com.


Proxy Statement and Annual Meeting Report 2024

TABLE OF CONTENTS



PROPOSAL 4: APPROVAL OF THE LESLIE’S, INC. AMENDED AND RESTATED 2020 OMNIBUS INCENTIVE PLAN			46

Executive Summary			46

Reasons for the Proposal			47

Key Data			47

Promotion of Good Corporate Governance Practices			48

Plan Summary			48

U.S. Federal Income Tax Consequences			53

Plan Benefits; Market Value of Securities			54

Registration with the SEC			55

Required Vote			55

Recommendation of the Board			55



CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			56

Policies and Procedures for the Company’s Related Person Transactions			56

Related Party Transactions			56

Certain Relationships and Related Party Transactions			56

BENEFICIAL OWNERSHIP OF SECURITIES			57

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			59

OTHER MATTERS			63

APPENDIX 1			A-1

Leslie’s, Inc. Amended & Restated 2020 Omnibus Incentive Plan			A-1

FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as “may,” “will,” “likely,” “anticipates,” “believes,” “expects,” “estimates,” “future,” “intends,” “continue,” “maintain,” “remain,” “goal,” “target,” “recurring,” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our fiscal year 2023 Annual Report on Form 10-K. Our forward-looking statements speak only as of the date of this document or as of the date they are made, and we undertake no obligation to update them, notwithstanding any historical practice of doing so. Forward-looking and other statements in this document may also address our corporate responsibility and sustainability progress, plans, and goals (including environmental and diversity & inclusion matters), and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in the Company’s filings with the SEC. In addition, historical, current, and forward-looking environmental and social-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. We caution you that these statements are not guarantees of future performance, nor promises that goals or targets will be met, and are subject to numerous and evolving risks and uncertainties that we may not be able to predict or assess. In some cases, we may determine to adjust our commitments, goals or targets or establish new ones to reflect changes in our business, operations or plans. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.


ii Leslie’s, Inc.

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.




DATE AND TIME March 15, 2024, at 12:00 p.m. Eastern Time	LOCATION Online at www.virtualshareholdermeeting.com/LESL2024	RECORD DATE January 17, 2024


Voting Matters		Board’s Vote Recommendations	For Further Information
PROPOSAL 1	Election of three Class III directors, as named in this proxy statement	“FOR” each director nominee listed in Proposal 1	Page 16
PROPOSAL 2	Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024	“FOR”	Page 22
PROPOSAL 3	Non-binding, advisory vote to approve named executive officer compensation	“FOR”	Page 24
PROPOSAL 4	Approval of the Leslie’s, Inc. Amended and Restated 2020 Omnibus Incentive Plan	“FOR”	Page 46

COMPANY OVERVIEW AND BUSINESS STRATEGY

We are the largest and most trusted direct-to-consumer brand in the $15 billion United States pool and spa care industry, serving residential and professional consumers. Founded in 1963, we are the only direct-to-consumer pool and spa care brand with national scale, operating an integrated marketing and distribution ecosystem powered by a physical network of over 1,000 branded locations and a robust digital platform. We have a market-leading share of approximately 15% of residential aftermarket product spend as of 2022, our physical network is larger than the sum of our 20 largest competitors and our digital sales are estimated to be greater than five times as large as that of our largest digital competitor. We offer an extensive assortment of professional-grade products, the majority of which are exclusive to Leslie’s, Inc. (“Company” or “Leslie’s”), as well as certified installation and repair services, all of which are essential to the ongoing maintenance of pools and spas. Our dedicated team of associates, pool and spa care experts, and experienced service technicians are passionate about empowering our consumers with the knowledge, products, and solutions necessary to confidently maintain and enjoy their pools and spas. The unprecedented scale of our integrated marketing and distribution ecosystem, which is powered by our direct-to-consumer network, uniquely enables us to efficiently reach and service every pool and spa in the continental United States.

We operate primarily in the pool and spa aftermarket industry, which is broadly comprised of: (i) chemicals; (ii) equipment, parts and accessories; and (iii) services, and is one of the most fundamentally attractive consumer categories given its scale, predictability, and growth outlook. More than 80% of our assortment is comprised of non-discretionary products essential to the care of residential and commercial pools and spas.

Consumers receive the benefit of extended vendor warranties on products purchased through our locations and on on-site installations or repairs by our certified in-field technicians. We offer complimentary, commercial-grade in-store water testing and analysis via our proprietary AccuBlue^® system, which increases consumer engagement, conversion, basket size, and loyalty,


Proxy Statement and Annual Meeting Report 2024			1

PROXY STATEMENT SUMMARY

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

Leslie’s strives to make a positive difference for all of our stakeholders – our consumers, associates, shareholders, and the communities in which we operate. These efforts include integrating our ESG program throughout our culture, strategy, and business and monitoring our performance along the way. Our focus on delivering total solutions for pool and spa owners while working to support the interests of all of our stakeholders is the foundation upon which we believe continuously improved performance and strong financial results are built.

The actions and accomplishments presented in our annual ESG Reports demonstrate how Leslie’s prioritizes and manages key ESG risks and opportunities. We believe that by dedicating the necessary attention and resources to internal programs and processes, we can enhance Leslie’s operational and reporting performance in areas including, but not limited to, diversity, equity, and inclusion, environmental, health, and safety management, product and supply chain sustainability, community engagement and water safety, and human capital management. This focus has led to greater depth to Leslie’s monitoring programs, which in 2023 have expanded to include procurement spend reports on business enterprises and additional waste and Scope 3 category data within its environmental management program. The measurement and management of Leslie’s ESG priorities continues to propel Leslie’s forward as a leader in our industry.

ESG Governance

ESG oversight has been a top priority since Leslie’s went public in October 2020. From the outset, we have ensured that sustainability and ESG issues are governed across our business units and up through our management team to our Board of Directors (“Board”). The Nominating and Corporate Governance Committee of the Board responsibilities include reviewing and monitoring ESG, and sustainability matters and is reflected in the Governance Committee’s Charter. ESG is supported by the following oversight structure:

•

Board: Governs and oversees our corporate strategy and decision making to ensure alignment with our mission, values, strategy, risk profile and ESG priorities.

•

Board Committees: Remain informed and advise the Board on specific ESG matters, such as cybersecurity, human capital management and board refreshment, among others.

•

ESG Sub-Committee of the Nominating and Corporate Governance Committee: Oversees the establishment, review, and observation of our ESG priorities and outreach.

•

Management Team: Monitors and implements our strategies, policies, programs, and procedures and reports to the Board and its committees.

•

Chief Legal, Real Estate, & Sustainability Officer: Serves as executive lead of our ESG initiatives with support from our Director of ESG.

•

Sustainability Working Group: Guides the operational execution, monitoring, and reporting of our ESG initiatives.

More information on Leslie’s ESG efforts is available on our Investor Relations page at https://ir.lesliespool.com/esg.

Diversity & inclusion

Leslie’s is proud to have a culture of inclusion that motivates us to celebrate and embrace the different backgrounds and perspectives that drive our success. Our associates bring their own unique talents, qualities, and contributions to Leslie’s, with our executive leadership team, Diversity and Inclusion Advisory Council (Dive In), and associates from across the Company working together to welcome everyone and inspire each other, each and every day. We are working to foster and maintain an engaged and inclusive workplace that learns from one another through workshops, insight surveys, and our employee resource groups.

Leslie’s DEI program is advanced by the 60-member Dive In Council, which includes the Chief People Officer as its executive lead. Progress and initiatives are periodically reported to the CEO and the Board’s Compensation Committee. Among other things, Leslie’s requires annual unconscious bias training for all associates and held an inclusive leadership training with the executive team in fiscal year 2023. In 2020, Leslie’s announced its overarching goal to achieve a diverse workforce that mirrors the U.S. census population by 2025. As part of our commitment to transparency, we have disclosed our workforce diversity data by gender, race and ethnicity in our consolidated EEO-1 report in 2022. Leslie’s EEO-1 Report can be found on our Investor Relations page at https://ir.lesliespool.com/esg.


Proxy Statement and Annual Meeting Report 2024			3

PROXY STATEMENT SUMMARY

Environmental, health, and safety management

Our highest operational priority is that Leslie’s products and locations offer safe experiences for our customers and associates. We seek to take a preventative and systematic approach to health and safety matters and to instill a culture of safety across the Company. We strive to emphasize and demonstrate our collective responsibility as members of the Leslie’s community.

We also recognize that our manufacturing and distribution centers, offices, and retail stores, and the logistical decisions we make, each uniquely contribute to our resource use. Over the years, we have endeavored to improve our operational efficiencies by considering ways to enhance our monitoring programs and implement practices that reduce our impact. Leslie’s environmental management approach calls for compliance with all applicable local, state, federal, and international laws, and regulations.

Measures we have undertaken to understand our environmental impact include expanding our environmental monitoring program to encompass waste and an enhanced list of Scope 3 greenhouse gas (“GHG”) emissions alongside our current water, energy, and Scope 1 and 2 GHG emissions reporting. We will aim to continue to align our ESG reporting with leading frameworks including the Sustainable Accounting Standards Board (“SASB”) standards and the United Nations Sustainable Development Goals (“UN SDGs”).

Sustainable products & supply chain

We are helping to create backyard moments that are safe for people and the planet through the products we offer, the awareness we raise, the partners we engage, and the procurement and packaging practices we apply. By monitoring and setting expectations within our supply chain, we aim to maintain and expand responsible practices throughout our day-to-day operations. In collaboration with our vendor partners, we strive to provide new innovative products that improve energy and water conservation and reduce chemical consumption.

Community engagement and water safety

Each and every day, we are inspired to serve others. We are dedicated to helping pool owners meet their needs and build backyard memories. We raise awareness and provide consumer training on proper water safety, and we support and partner with our local and national communities to make a difference in peoples’ lives. Guided by our Philanthropic Council and Charitable Foundation, we give back both in and out of the water.

Leslie’s philanthropic pursuits are guided by four core pillars and their respective pillar partners: (i) water safety and community: YMCA and Boys & Girls Club; (ii) diversity, equity, and inclusion: NAACP; (iii) health and wellness: St. Jude Children’s Research Hospital; and (iv) disaster relief: American Red Cross. Leslie’s Philanthropy Council oversees the philanthropic programs and Leslie’s Charitable Foundation. Between fiscal years 2021 and 2023, Leslie’s committed $1.5 million over three years to support the core pillars and pillar partners. Programs Leslie’s has supported include drowning education campaigns with the YMCA and Boys & Girls Club, walk and run events with St. Jude, and disaster relief support for communities impacted by the war in Ukraine and hurricanes in Florida. In 2023, Leslie’s launched a diverse small business grant program in partnership with the NAACP.

HUMAN CAPITAL MANAGEMENT

As of September 30, 2023, we employed approximately 4,100 employees. Of these employees, approximately 3,200 work in our physical network, approximately 250 work as in-field service technicians, approximately 360 work in our corporate office, and approximately 275 work in our distribution centers. We believe that we have good relations with our employees. None of our employees are currently covered under any collective bargaining agreements.

We consider our employees to be the foundation for our growth and success. As such, our future success depends in large part on our ability to attract, train, retain, and motivate qualified personnel. The growth and development of our workforce is an integral part of our success. We place a priority on promoting from within. Over the last three years, approximately 80% of our retail and corporate management openings have been filled by existing employees.


4 Leslie’s, Inc.

PROXY STATEMENT SUMMARY

We are also focused on maintaining and fostering a culture of diversity and inclusion and know that a company’s ultimate success is directly linked to its ability to identify and hire talented individuals from all backgrounds and perspectives.

DIRECTOR NOMINEES

The following provides summary information about each director nominee up for election at the 2024 Annual Meeting.


Name and Occupation	Age	Other Public Boards	Committee Memberships
Name and Occupation	Age	Other Public Boards	AC	CC	NCGC

Susan O’Farrell Former CFO, BlueLinx Holdings, Inc.	60	1

Claire Spofford CEO and President, J.Jill	62	1

Seth Estep ¹ EVP, Chief Merchandising Officer, Tractor Supply Company	44	0

ALL OTHER DIRECTORS

The following provides summary information about all other directors not up for election at the 2024 Annual Meeting (“Annual Meeting”), as of January 1, 2024. In 2023 we commenced the declassification of our Board with the implementation of our Sixth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). In accordance with the Certificate of Incorporation, directors with terms expiring at our 2025 Annual Meeting will stand for re-election to a two-year term at the 2025 Annual Meeting, and directors with terms expiring at our 2026 Annual Meeting will stand for re-election to a one-year term at the 2026 Annual Meeting. Beginning with our 2027 Annual Meeting, all directors will be elected to a one-year term.


Name and Occupation	Age	Other Public Boards	Committee Memberships
Name and Occupation	Age	Other Public Boards	AC	CC	NCGC

Michael R. Egeck CEO, Leslie’s, Inc.	65	0

Yolanda Daniel Former VP Finance, Federal Reserve Bank of Chicago	57	0

Eric Kufel Former CEO, West Marine, Inc.	57	0

John Strain ² Chairman-Elect, Former Head of e-Commerce and Technology, Gap, Inc.	55	0

Steven L. Ortega² Former CEO, Current Chairman, Leslie’s, Inc.	62	1

AC – Audit Committee

CC – Compensation Committee

NCGC – Nominating and Corporate Governance Committee

LOGO Independent

Lead Independent Director

LOGO Chair LOGO Member

LOGO Audit Committee Financial Expert

(1)	Following the conclusion of the 2024 Annual Meeting, Seth Estep will become the chairman of the Compensation Committee.

(2)	Steven L. Ortega is not standing for re-election at the Annual Meeting and will be succeeded as Chairman by Chairman-Elect John Strain.


Proxy Statement and Annual Meeting Report 2024			5

PROXY STATEMENT SUMMARY



Skills and Experience Categories

	Retail/Merchandising	Important in understanding our industry, business needs and strategic goals

	Strategic Management	Important in implementing our goals and aligning on long-term business investments and objectives and our capital allocation

	Supply Chain	Important to oversee upstream and downstream structure and design of the supply chain, all of which are critical to our strategic goals

	Brand and Consumer Marketing	Important as marketing and communications are critical to building and expanding our market share

	Digital Commerce and Marketing	Important in overseeing the development of our multi-channel strategy

	Human Capital Management	Important to oversee our significant associate base that is growing, so that we place the best investments in our associates

	Information Technology and Cyber Security	Important as we assess our technology and cybersecurity needs, along with the needs of our customers, among other reasons to protect our customers’ data

	Finance/Accounting	Important to oversee and understand our financial statements, capital structure and internal controls

	Governance/Risk Management	Supports our objective to have corporate governance and risk management practices that reflect industry best practices

	Senior Leadership	Important as leadership experience can provide insight on business operations, growth and culture

	ESG/DEI	Helpful in our work as a values driven organization

	Public Company Experience	Important to oversee the workings of a public company


Board Diversity Matrix (as of January 1, 2024)

Total Number of Directors		8

	Female		Male

Part I: Gender Identity

Directors		3		5

Part II: Demographic Background

African American or Black		1		0

Hispanic or Latinx		0		1

White		2		4

CORPORATE GOVERNANCE HIGHLIGHTS

•

The Board consists of a diverse mix of individuals with distinctive skills and experience

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Separate Chairman and Chief Executive Officer

•

Lead Independent Director designated when Chairman is not independent

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Commenced Board declassification in 2023 with classified Board to be phased out by 2027

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Majority of Board directors are independent directors

•

Only independent directors sit on Board committees

•

Average director age of 58 years

•

Annual Board and committee self-evaluations

•

Annual director evaluations

•

Executive sessions for Independent Directors

•

Directors and other designated officers are subject to stock ownership guidelines

•

Consistent outreach with our shareholders related to governance and other matters

•

Hedging/pledging prohibited


Proxy Statement and Annual Meeting Report 2024			7

Corporate Governance

DIRECTOR INDEPENDENCE

Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information provided by each director, our Board has determined that no person who served as a director during any part of fiscal year 2023, with the exception of Messrs. Egeck, Kufel, Ortega, and Magliacano, has or had a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is independent under applicable Nasdaq rules. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

BOARD LEADERSHIP STRUCTURE

The Board annually reviews its leadership structure to evaluate whether the structure remains appropriate for the Company. The Board selects its Chairman and the Chief Executive Officer (“CEO”) in a way it considers is in the best interests of the Company. The Board does not have a policy on whether the role of Chairman and CEO should be separate or combined. The Board has determined, however, that wherever and for so long as the Chairman is not an independent director, then there shall also be a lead independent director.

Prior to the expiration of his term at the Annual Meeting, our Chairman is Steven L. Ortega, and the Lead Independent Director is John Strain. Following the expiration of Mr. Ortega’s term, Mr. Strain, as Chairman-Elect, will succeed him as Chairman and vacate the position of Lead Independent Director, as the Board is not required to designate a Lead Independent Director when the chairperson is an independent director.

LEAD INDEPENDENT DIRECTOR

Whenever the chairperson is not an independent director, the Board will designate a lead independent director. The Lead Independent Director’s responsibilities include the following:

•

presiding at all meetings of the Board at which the chairperson of the Board is not present, including executive sessions of non-employee directors and independent directors;

•

approving information sent to the Board and overseeing that the scope, quality, quantity and timeliness of the flow of information between management and the Board is adequate for the Board to effectively and responsibly perform its duties;

•

consulting with the chairperson of the Board regarding agendas for all meetings of the Board as well as contributing to and approving them;

•

approving Board meeting schedules to provide that there is sufficient time for discussion of all agenda items;

•

serving as a liaison between the chairperson of the Board and the independent directors; and

•

if requested by major shareholders, being available for consultation and direct communication.

In addition, the Lead Independent Director also has the authority to call meetings of the independent directors.

DIRECTOR NOMINATIONS

In accordance with its charter, the Nominating and Corporate Governance Committee determines the qualifications, qualities, skills, and other expertise required to be a director and recommends to the Board criteria to be considered in selecting nominees for directors. These will inform the committee’s annual evaluation of the experience and characteristics appropriate for Board members and director candidates in light of the Board’s composition, and the skills and expertise needed for effective operation


8 Leslie’s, Inc.

CORPORATE GOVERNANCE

of the Board and its committees. The Board and the Nominating and Corporate Governance Committee also ensures that qualified director candidates with a diversity of gender, ethnicity, tenure, skills and experience are included by the Company or any search firm it engages in each pool of candidates from which Board nominees are chosen.

The Nominating and Corporate Governance Committee reviews the qualifications of director candidates and incumbent directors in light of the criteria approved by Board, and any shareholder recommendations for director are evaluated in the same manner as other candidates considered by the Nominating and Corporate Governance Committee. Shareholders that wish to recommend a director candidate should follow the procedures set forth below under “Communications with Directors,” and shareholders that wish to nominate a director for election to our Board should follow the procedures described under the “Submission of Shareholder Proposals for the 2025 Annual Meeting” heading.

We generally evaluate the following criteria regarding director qualifications for our directors to possess: educational background, knowledge of our business, integrity, professional reputation, independence, wisdom, and ability to represent the best interests of our shareholders. In addition, the Board believes that diversity, including gender, race and ethnicity, brings a diversity of viewpoints to the Board that is important to the effectiveness of the Board’s oversight of the Company, and the Board and the Nominating and Corporate Governance Committee also evaluate candidates’ ability to contribute to the Board’s diversity, including with respect to gender, ethnic diversity, and diversity of professional experience, such as whether the person is a current or was a former chief executive officer or chief financial officer of a public company or the head of a division of a prominent international organization. The Board assesses its effectiveness in this regard as part of the annual Board and Board Committee annual self-assessment process described below.

The Nominating and Corporate Governance Committee of the Board prepares policies regarding director qualification requirements and the process for identifying and evaluating director candidates for adoption by the Board. The above-mentioned attributes, along with the leadership skills and other experiences of our officers and Board members described above, are expected to provide us with a diverse range of perspectives and judgment necessary to facilitate our goals of shareholder value appreciation through organic and acquisition growth.

BOARD AND BOARD COMMITTEES ANNUAL SELF-ASSESSMENTS

On an annual basis, the Board and the Board Committees conduct written self-assessments on their respective performance throughout the past year. These written self-assessments are completed by each Board director and Board Committee member, and then the results are compiled and reviewed by the Board and/or respective Board Committee.

BOARD COMMITTEES

Our Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

In accordance with our Corporate Governance Guidelines, the independent directors meet in executive session without management present on a regularly scheduled basis.

During the fiscal year ended September 30, 2023, the Board held eight meetings, and there were nine meetings of the Audit Committee, four meetings of the Compensation Committee and four meetings of the Nominating and Corporate Governance Committee. All incumbent directors attended at least 75% of the aggregate of the meetings of the Board and committees on which they served occurring during fiscal year 2023.

Directors are expected to attend the annual meeting of shareholders absent unusual circumstances. Eight of the ten then-current members of the Board attended the prior year’s annual meeting, with Ms. Kozlak and Mr. Magliacano not attending.


Proxy Statement and Annual Meeting Report 2024			9

CORPORATE GOVERNANCE

AUDIT COMMITTEE

MEMBERS Susan O’Farrell

(Chair)

Yolanda Daniel

John Strain

PRINCIPAL RESPONSIBILITIES:

The primary role of the Audit Committee is to oversee the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements. Management of the Company is responsible for preparing the Company’s financial statements, determining that they are complete, accurate, and in accordance with generally accepted accounting principles in the United States (“US GAAP”) and establishing and maintaining satisfactory disclosure controls and internal control over financial reporting. The independent public accounting firm is responsible for auditing the Company’s financial statements and expressing an opinion on the conformity of those consolidated financial statements with US GAAP and expressing an opinion as to the effectiveness of the Company’s internal controls over financial reporting.

We have adopted a committee charter that details the principal functions of the Audit Committee, including:

• selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

• helping to oversee the independence and performance of the independent registered public accounting firm;

• reviewing financial statements and discussing the scope and results of the independent audit and quarterly reviews with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end results of operations;

• preparing the audit committee report that the Securities and Exchange Commission (“SEC”) requires to be included in our annual proxy statement;

• reviewing the adequacy and effectiveness of our internal control over financial reporting and disclosure controls and procedures, and overseeing procedures for employees to submit concerns anonymously about accounting, internal control, or audit matters;

• reviewing and approving the function of our internal audit department;

• reviewing our policies on risk assessment and risk management;

• reviewing related party transactions; and

• approving or, as required, pre-approving, all audit and all permissible non-audit services and fees, to be performed by the independent registered public accounting firm.

Under the Nasdaq listing rules and applicable SEC rules, we are required to have at least three members of the Audit Committee, all of whom must be independent. Each member of the Audit Committee is financially literate, and our Board has determined that Ms. O’Farrell and Ms. Daniel both qualify as an “audit committee financial expert” as defined in applicable SEC rules and have accounting or related financial management expertise.

The Audit Committee has established and oversees procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls over financial reporting and the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters. The Audit Committee has the authority to retain counsel and other advisers as it determines necessary to fulfill its duties and responsibilities.


10 Leslie’s, Inc.

CORPORATE GOVERNANCE

COMPENSATION COMMITTEE

MEMBERS

John Strain

(Chair)

Seth Estep

Claire Spofford

PRINCIPAL RESPONSIBILITIES:

The primary role of the Compensation Committee is to assist the Board with the oversight of executive compensation.

We have adopted a committee charter that details the principal functions of the Compensation Committee, including:

• reviewing, approving and determining, or making recommendations to our Board regarding the compensation of our executive officers;

• overseeing our overall compensation philosophy and compensation policies, plans and benefit programs for service providers, including our executive officers;

• administering our equity compensation plans; and

• reviewing, approving, and making recommendations to our Board regarding incentive compensation and equity compensation plans.

The Compensation Committee may delegate its duties and responsibilities to one or more subcommittees as it determines appropriate.

The Compensation Committee is comprised of four directors, each director meets the Nasdaq independence requirements and all four directors qualify as “non-employee directors” under the Securities Exchange Act of 1934, as amended (“Exchange Act”).

The Compensation Committee has the authority, in its sole discretion, to retain a compensation consultant, legal counsel or other advisers, and are directly responsible for the compensation, retention terms and overseeing the work of any such advisers.

The Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to serve as the compensation consultant for the Compensation Committee and to provide advice in connection with the design of the Company’s 2023 compensation program for directors and executive officers. FW Cook did not provide any other services to the Company or management, and FW Cook only received fees from the Company for the services it provided to the Compensation Committee. The Compensation Committee evaluated FW Cook’s independence under the applicable Nasdaq and SEC standards and concluded that FW Cook was independent of the Company and that its services raised no conflicts of interest. The Company’s Chief Executive Officer, Chief Financial Officer, and Chief People Officer were invited to participate in discussions regarding the 2023 compensation program and to give their recommendations.


Proxy Statement and Annual Meeting Report 2024			11

CORPORATE GOVERNANCE

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

MEMBERS

Claire Spofford

(Chair)

Yolanda Daniel

Seth Estep

PRINCIPAL RESPONSIBILITIES:

The primary role of the Nominating and Corporate Governance Committee is to assist the Board with oversight of the director nominations process and the Company’s corporate governance.

We have adopted a committee charter, which details the purpose and responsibilities of the Nominating and Corporate Governance Committee, including:

• identifying, evaluating, and selecting, or making recommendations to our Board regarding, nominees for election to our Board and its committees;

• evaluating the performance of our Board and of individual directors;

• considering and making recommendations to our Board regarding the composition of our Board and its committees;

• reviewing developments in corporate governance practices;

• evaluating the adequacy of our corporate governance practices and reporting;

• reviewing the succession planning for our executive officers; and

• developing and making recommendations to our Board regarding corporate governance guidelines and matters.

The Board has delegated to the Nominating and Corporate Governance Committee oversight of our ESG matters. The Nominating and Corporate Governance Committee has an ESG Sub-Committee which reviews and monitors our ESG sustainability and corporate governance trends, and conducts ESG shareholder outreach.

The Nominating and Corporate Governance Committee may delegate its duties and responsibilities to one or more subcommittees, consisting only of independent directors, as it determines appropriate.

The Nominating and Corporate Governance Committee is comprised of four directors and each director meets the Nasdaq independence requirements.

The Nominating and Corporate Governance Committee has the authority to retain counsel and other advisers as it determines necessary to fulfill its duties and responsibilities, including search firms to be used to identify director candidates. The Nominating and Corporate Governance Committee is responsible for setting the compensation and retention terms and overseeing the work of any director search firm, outside legal counsel or any other advisors.


12 Leslie’s, Inc.

CORPORATE GOVERNANCE

RISK OVERSIGHT

A core responsibility of the Board is to understand the principal risks associated with the Company’s business on an ongoing basis, and oversee the key risk decisions of management, which includes comprehending the appropriate balance between risks and rewards. While the Audit Committee has primary responsibility for risk oversight, both the Audit Committee and the Board are actively involved in risk oversight and both receive reports on our risk management activities from our executive management team on a regular basis. Members of both the Audit Committee and the Board also engage in periodic discussions with members of management as they deem appropriate to review and address the proper management of the Company’s risks. In addition, each committee of the Board considers risks associated with its respective area of responsibility.

LOGO

COMMUNICATIONS WITH DIRECTORS

Shareholders may contact the Board, including to recommend director candidates, by mailing correspondence “c/o Corporate Secretary” to the Company’s principal offices at 2005 East Indian School Road, Phoenix, Arizona 85016. Correspondence will be forwarded to the respective director, except that director candidate recommendations will be forwarded to the Nominating and Corporate Governance Committee. In addition, the Corporate Secretary reserves the right not to forward advertisements or solicitations, customer complaints, obscene or offensive items, communications unrelated to the Company’s affairs, business or governance, or otherwise inappropriate materials.

GOVERNANCE DOCUMENTS

The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee each operate pursuant to written charters adopted by the Board. These charters, along with the Corporate Governance Guidelines and the Code of Ethics, are available at the Company’s website and in print to any shareholder who requests a copy. To access these documents from the Company’s website, go to ir.lesliespool.com and select “Governance Documents” from the “Governance” drop-down menu. Requests for a printed copy should be addressed to Corporate Secretary, Leslie’s, Inc., 2005 East Indian School Road, Phoenix, Arizona 85016.


Proxy Statement and Annual Meeting Report 2024			13

CORPORATE GOVERNANCE

POLICIES PROHIBITING HEDGING OR PLEDGING

The Board has adopted a policy prohibiting all executive officers and directors from engaging in any form of hedging transaction involving the securities of the Company. The policy addresses short sales and transactions involving publicly traded options and also prohibits such individuals from holding our securities in margin accounts and from pledging our securities as collateral for loans. We believe that these policies further align our executives’ interests with those of our shareholders.

DIRECTOR COMPENSATION

The Board reviews the Company’s director compensation program annually with the assistance of FW Cook. Board compensation is reviewed in relation to the same peer group used to benchmark the executive compensation program and with reference to the market median to ensure that directors are paid competitively for their time commitment. The following table sets forth the compensation earned by our non-employee directors for service as a member of the Board for the fiscal year ended September 30, 2023. Mr. Estep does not appear in the table below as he did not join the Board until after the end of the fiscal year ended September 30, 2023.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾		All Other Compensation ($)⁽²⁾		Total ($)

Yolanda Daniel		85,000		125,000		-		210,000

Jodeen Kozlak⁽³⁾		38,764		-		-		38,764

Eric Kufel		70,000		125,000		-		195,000

Marc Magliacano⁽³⁾		29,643		-		-		29,643

Susan O’Farrell		95,000		125,000		9,464		229,464

Steven L. Ortega		125,000		125,000		10,212		260,212

James Ray. Jr.⁽⁴⁾		112,720		125,000		-		237,720

Claire Spofford		85,000		125,000		-		210,000

John Strain		95,000		125,000		3,981		223,981

(1)

The amounts in this column reflect the aggregate grant date fair value of the restricted stock units (“RSUs”) granted to our nonemployee directors during the fiscal year, computed in accordance with Accounting Standards Codification 718. The valuation assumptions used in determining such amounts are described in Note 17 – Equity-Based Compensation to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. The grant dates for the RSUs for all non-employee directors were March 15, 2023.

(2)

The amounts in this column reflect the portion of health insurance premiums paid by the Company. All directors are eligible to participate in the health plans generally provided to our executives (provided that they pay the same portion of the premiums, related deductibles, and copays as required to be paid by our actively employed executives).

(3)

Ms. Kozlak received prorated fees for her time on the Board prior to her not standing for reelection at the 2023 Annual Meeting on March 16, 2023. In addition, Mr. Magliacano received prorated fees for his time on the Board prior to his resignation at the conclusion of the 2023 Annual Meeting on March 16, 2023.

(4)	Mr. Ray resigned from the Board effective December 18, 2023.


14 Leslie’s, Inc.

CORPORATE GOVERNANCE

Our non-employee directors are eligible to receive cash compensation for their service on our Board and committees in the form of annual cash retainers as follows.


Position	Retainer ($)

Non-Executive Chairman		125,000

Board Member (other than the Non-Executive Chairman)		75,000

Lead Independent Director		25,000
Audit Committee:
Chairperson		25,000

Committee Member		10,000
Compensation Committee:
Chairperson		15,000

Committee Member		10,000
Nominating and Corporate Governance Committee:
Chairperson		10,000

Committee Member		5,000

Equity Compensation. Upon initial election and re-election to our Board, our non-employee directors receive an award of RSUs, with the number of shares determined by dividing $125,000 by the closing price of our common stock on the date of the grant. All RSUs granted to our non-employee directors vest on the earlier of the one-year anniversary date from the grant date or the day prior to the Company’s next annual meeting. For grants made in connection with a director’s initial election or appointment to our Board, the $125,000 dollar amount is pro-rated based on the number of days remaining in the 365-day period following the last annual meeting.

Expense Reimbursement. Our directors will be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Our directors are also entitled to the protection provided by the indemnification provisions in our bylaws. Our Board may revise the compensation arrangements for our directors from time to time.

Share Ownership. Our Board believes that, in order to more closely align the interests of our non-employee directors with the long-term interests of the Company’s shareholders, all non-employee directors should maintain a minimum level of equity interests in the Company’s common stock. Such stock ownership guidelines are based on the value of common stock owned as a multiple of the non-employee director’s retainer. For a non-employee director, the stock ownership multiple is 5x their annual cash retainer. The guidelines will be reviewed annually and revised as appropriate to keep pace with competitive and good governance practices. For purposes of determining stock ownership levels, the following forms of equity interests in the Company are included: common stock of the Company; Company restricted stock or RSUs granted under the Company’s 2020 Omnibus Incentive Plan (or any predecessor or successor plan) which are to be settled in shares of common stock, except to the extent such restricted stock or RSUs are subject to vesting conditions other than conditions based solely on the passage of time and continued service. Under the guidelines, non-employee directors are required to hold 50% of the net shares resulting from stock option exercises or vesting of other stock-based awards until they reach the applicable level. As of the record date, all non-employee directors were in compliance with the guidelines either by virtue of holding the required number of shares or by compliance with the 50% retention ratio.


Proxy Statement and Annual Meeting Report 2024			15

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTOR NOMINEES

For each of the three director nominees standing for election, as well as the four other directors with terms expiring at future annual meetings, the following describes certain biographical information and the specific experience, qualifications, attributes or skills that qualify them to serve as our directors and, as applicable, the Board committees on which they serve.

NOMINEES FOR ELECTION TO A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING OF SHAREHOLDERS

In accordance with the Certificate of Incorporation, all members of the Board, including directors elected at this Annual Meeting, will stand for re-election to a one-year term at the 2027 Annual Meeting.

In addition, Steven L. Ortega, a Class III director, notified the Company that he is not standing for re-election at the Annual Meeting and the size of the Board will be reduced from eight to seven directors effective as of the Annual Meeting.

LOGO

Skills and Experience

• Retail/Merchandising

• Strategic Management

• Supply Chain

• Human Capital
Management

• Information Technology
and Cyber Security

• Finance/Accounting

• Governance/Risk Management

• Senior Leadership

• Public Company Experience


Other Public Company Boards		Committees
Savers Value Village, Inc. (NYSE: SVV)		• Audit (Chair)

Background

Ms. O’Farrell joined the Board in October 2020. Previously, Ms. O’Farrell served as Chief Financial Officer, Senior Vice President, Principal Accounting Officer and Treasurer at BlueLinx Holdings Inc., a wholesale distributor of building and industrial products, from 2014 to 2020. Ms. O’Farrell has been a senior financial executive holding several roles with The Home Depot, a home improvement retailer, from 1999 to 2014. As the Vice President of Finance at The Home Depot, Ms. O’Farrell led teams supporting the retail organization. In her final role with The Home Depot, Ms. O’Farrell was responsible for the finance function for The Home Depot’s At Home Services Group. Ms. O’Farrell began her career with Andersen Consulting, LLP, leaving as an Associate Partner in 1996 for a strategic information systems role with AGL Resources. Ms. O’Farrell served as a Director of BlueLinx Corporation, a subsidiary of BlueLinx Holdings. Ms. O’Farrell currently serves on the board of directors of Savers Value Village, Inc. (NYSE: SVV), since 2023. Ms. O’Farrell has a B.S. in business administration from Auburn University. Ms. O’Farrell was selected to serve as a director due to her extensive leadership experience in the retail and distribution industry, her broad business background, financial expertise as well as her experience as the Chief Financial Officer of a publicly listed company.


Proxy Statement and Annual Meeting Report 2024			17

PROPOSAL 1: ELECTION OF DIRECTORS

LOGO

Skills and Experience

• Retail/Merchandising

• Strategic Management

• Brand and Consumer Marketing

• Human Capital Management

• Governance/Risk Management

• Senior Leadership

• Public Company Experience

• ESG/DEI

Other Public Company Boards

Committees

J. Jill, Inc. (NYSE: JILL)

• Nominating and Corporate Governance (Chair)

• Compensation

Background

Ms. Spofford joined the Board in May 2022. Ms. Spofford currently serves as Chief Executive Officer and President of J. Jill, a women’s apparel company. She also serves on J.Jill’s board of directors. Prior to joining J.Jill in February 2021, Ms. Spofford was the President of Cornerstone Brands, from December 2017 to October 2020. In that role, she oversaw a portfolio of four interactive, aspirational, home and apparel lifestyle brands: Ballard Designs, Frontgate, Garnet Hill and Grandin Road. She led the team there in evolving the brands into profitable, digitally-driven omnichannel businesses. Before being promoted into this role, from January 2014 to December 2017, Ms. Spofford was the President of Garnet Hill. Prior to that, Ms. Spofford was Senior Vice President and Chief Marketing Officer of J.Jill and held numerous leadership roles at Orchard Brands, including Interim President and Chief Executive Officer, Group President for Premium Brands, and President of Appleseed’s. Before joining Orchard Brands, Spofford served as Vice President, Global Marketing of Timberland. Ms. Spofford currently serves on the board of directors of Reclaim Childhood, and she previously served on the boards of White Flower Farm and Project Adventure, Inc. Ms. Spofford received her M.B.A. from Babson College and her Bachelor of Arts in English and Political Science from the University of Vermont.

LOGO

Skills and Experience

• Retail/Merchandising

• Strategic Management

• Supply Chain

• Human Capital Management

• Brand and Consumer Marketing

• Finance/ Accounting

• Governance/Risk Management

• Senior Leadership

• Public Company Experience

Other Public Company Boards

Committees

None

• Nominating and Corporate Governance

• Compensation

Background

Mr. Estep, age 44, has served as Executive Vice President, Chief Merchandising Officer of Tractor Supply Company (NASDAQ: TSCO) since February 2020 and as a member of Tractor Supply Company’s Executive Committee since June 2019. He brings nearly 20 years of experience in retail, with deep expertise in merchandising, pricing, product development, sourcing and private brands. Prior to his current role, Mr. Estep served as Senior Vice President, General Merchandising from 2017 to 2020. He joined Tractor Supply in 2008, and held a number of merchandising roles of increasing seniority and responsibility at the company from 2008 to 2017. Mr. Estep also oversaw management of Petsense by Tractor Supply, a pet specialty retailer owned and operated by Tractor Supply, from 2020 to 2021. Mr. Estep holds a bachelor’s degree from the University of Tennessee and an MBA in Finance from Belmont University.


18 Leslie’s, Inc.

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF SHAREHOLDERS

In 2023 we commenced the declassification of our Board with the implementation of the Certificate of Incorporation. In accordance with the Certificate of Incorporation, directors with terms expiring at our 2025 Annual Meeting will stand for re-election to a two-year term at the 2025 Annual Meeting, and beginning with our 2027 Annual Meeting, all directors will be elected to a one-year term.

LOGO

Skills and Experience

• Strategic Management

• Supply Chain

• Finance/Accounting

• Governance/Risk Management

• Senior Leadership

• ESG/DEI

• Public Company Experience

Other Public Company Boards

Committees

None

• Audit

• Nominating and Corporate Governance

Background

Ms. Daniel joined the Board in October 2020. Ms. Daniel is the former Vice President, Finance of the Federal Reserve Bank of Chicago where between 2017 through 2022 she was responsible for finance, financial analytics, procurement and supplier diversity. The Federal Reserve Bank of Chicago is one of twelve regional reserve banks that, along with the Federal Reserve Board of Governors, make up the United States central bank. Ms. Daniel brings 30 years of finance, accounting and audit experience and executive leadership in the global and domestic distribution, financial services, and healthcare industries. Ms. Daniel previously served as CFO for mission-based organizations from 2015 to 2017, which included her tenures at IFF, a community development financial institution and real estate developer, where she led the finance and investor relations functions, as well as tenure at the American Board of Medical Specialties. In the preceding 15 years, Ms. Daniel held senior financial executive roles in industry which included a seven-year tenure at W. W. Grainger, Inc. as Global Chief Audit Executive, CFO and Board Director for Grainger Canada, a division of W.W. Grainger, Inc., and Vice President for finance transformation and, U.S. financial services, where she led the company’s U.S. payment operations. Ms. Daniel also held roles of increasing responsibility at CVS Health (formerly Caremark), where, as Vice President, internal audit services she was responsible for attestation and consultation activities during a highly acquisitive and extensive growth period for the company. Ms. Daniel began her finance career in public accounting in 1990 with Banks, Finley, White & Company leaving in 1994 to assume progressive roles in finance leadership with private equity and small businesses. Ms. Daniel earned an MBA from Kellogg School of Management at Northwestern University, B.S. in accounting from the University of Alabama at Birmingham, and is a marketing alumna from Jackson State University. Ms. Daniel is actively engaged in non-profit leadership, is an Aspen Institute 2017 Finance Leaders Fellow, and a member of the Aspen Global Leadership Network. Ms. Daniel was selected to serve on our Board because of her significant experience in finance and accounting, as well as her audit leadership for global and US-based operations across the distribution, financial services, and healthcare industries.


Proxy Statement and Annual Meeting Report 2024			19

PROPOSAL 1: ELECTION OF DIRECTORS

LOGO

Skills and Experience

• Retail/Merchandising

• Strategic Management

• Brand and Consumer Marketing

• Digital Commerce and Marketing

• Human Capital Management

• Finance/Accounting

• Governance/Risk Management

• Senior Leadership

• Public Company Experience


Other Public Company Boards		Committees
None		None

Background

Mr. Egeck is our Chief Executive Officer and a member of our Board. Mr. Egeck joined in such capacities in February 2020. Previously, Mr. Egeck served as the Chief Executive Officer of PSEB Group, a $1.5 billion operating company composed of the Eddie Bauer outdoor brand and teen retailer PACSUN. Mr. Egeck has more than three decades of experience and a proven track record of driving transformational growth for a variety of brands and business models including: Chief Executive Officer of Eddie Bauer (from 2012 to 2020); Chief Executive Officer of Hurley International, a division of Nike, Inc. (from 2011 to 2012); President of True Religion Apparel, Inc. (from 2010 to 2011); President of VF Corp’s Contemporary Brand Coalition (from 2007 to 2009); Chief Executive Officer of Seven For All Mankind, prior to its acquisition by VF Corp. (from 2006 to 2007); President of VF Corp’s Outdoor and Action Sports Coalition (from 2004 to 2006); and President of The North Face, a division of VF Corp (from 2000 to 2004). Previously, Mr. Egeck held senior leadership positions at Columbia Sportswear and Seattle Pacific Industries. Mr. Egeck has a B.A. in Economics from the University of Washington and an M.B.A. from the Michael G. Foster School of Business at the University of Washington. Mr. Egeck was selected to serve on our Board because of his experience and knowledge of the consumer industry, including as our Chief Executive Officer.

LOGO

Skills and Experience

• Retail/Merchandising

• Strategic Management

• Supply Chain

• Brand and Consumer Marketing

• Digital Commerce and Marketing

• Human Capital Management

• Governance/Risk Management

• Senior Leadership

• Public Company Experience


Other Public Company Boards		Committees
None		None

Background

Mr. Kufel joined the Board in January 2018 and served as our Executive Chairman from January 2019 through September 2019. Mr. Kufel is the former Chief Executive Officer of West Marine, Inc., a retailer of boating and fishing supplies, and held such role from August 2021 through December 2022. Previously, Mr. Kufel served as Chairman of CorePower Yoga from 2016 to 2020 and as its Chief Executive Officer from 2016 to 2019. From 2015 to 2016, Mr. Kufel was an Operating Partner at L Catterton and served on the board of Ferrara Candy Company. Mr. Kufel also served as a Director and the Chief Executive Officer of Van’s Foods from 2009 to 2014 and Inventure Foods, Inc. from 1997 to 2008. Mr. Kufel has a Bachelor of Business Administration Degree from Gonzaga University and a master’s degree from the Thunderbird School of Global Management. Mr. Kufel was selected to serve as a director due to his extensive experience in leadership roles in the consumer industry.


20 Leslie’s, Inc.

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF SHAREHOLDERS

In 2023 we commenced the declassification of our Board with the implementation of the Certificate of Incorporation. In accordance with the Certificate of Incorporation, directors with terms expiring at our 2026 Annual Meeting will stand for re-election to a one-year term at the 2026 Annual Meeting, and beginning with our 2027 Annual Meeting, all directors will be elected to a one-year term.

LOGO

Skills and Experience

• Retail/Merchandising

• Strategic Management

• Digital Commerce and Marketing

• Human Capital Management

• Information Technology and Cyber Security

• Finance/Accounting

• Governance/Risk Management

• Senior Leadership

• Public Company Experience

Other Public Company Boards

Committees

None

• Audit

• Compensation (Chair)

Background

Mr. Strain joined the Board in August 2018. Mr. Strain was the Head of e-Commerce and Technology at Gap, Inc., between October 2019 and May 2022. Gap, Inc. is an American worldwide clothing and accessories retailer founded in 1969. Mr. Strain had responsibilities in such role for technology, product management, data and analytics, and loyalty and payments. Mr. Strain also oversaw the digital business including e-commerce strategy and operations and digital and direct marketing. With almost 30 years in the retail technology and e-commerce space, Mr. Strain brings a consumer-centric mindset to a delivery orientation that has resulted in a track record of successful digital transformations. Prior to joining Gap Inc., Mr. Strain was the General Manager of the Retail and Consumer Goods Industry for Salesforce. Mr. Strain also spent 11 years at Williams-Sonoma Inc. as the Chief Digital and Technology Officer, where he was responsible for technology, product management, and digital marketing. Mr. Strain also spent 14 years as a management consultant. Mr. Strain received a B.S. in Finance from Santa Clara University where he was a member of the Retail Management Institute. Mr. Strain was selected to serve as a director due to his experience in various positions with consumer-facing companies.


Proxy Statement and Annual Meeting Report 2024			21

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

Ernst & Young LLP (“EY”) has served as the Company’s independent registered public accounting firm since 2000. Representatives of EY are expected to be present at the Annual Meeting online and will have an opportunity to make a statement if they wish and be available to respond to appropriate questions from shareholders.

We are asking shareholders to ratify the Audit Committee’s selection of EY as our independent registered public accounting firm for the fiscal year ending September 28, 2024. While such ratification is not required, the Board is submitting the selection of EY to our shareholders for ratification as a matter of good corporate practice. If shareholders do not ratify the selection of EY as our independent registered public accounting firm for the fiscal year ending September 28, 2024, our Audit Committee may reconsider the selection of EY as our independent registered public accounting firm. Even if the selection is ratified, the Audit Committee may, in its discretion, select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

LOGO

Our Board recommends a vote “FOR” the ratification of the selection by the Audit Committee of EY as our independent registered public accounting firm.

FEES PAID TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following is a summary of fees paid or to be paid to EY for services rendered over the prior two fiscal years. All such services were pre-approved by our Audit Committee in accordance with the “Pre-Approval Policy” described below.


	For the Year Ended September 30, 2023		For the Year Ended October 1, 2022⁽³⁾


Audit Fees⁽¹⁾		$2,825,000		$2,195,000

Audit-Related Fees		-		-

Tax Fees		-		-

All Other Fees⁽²⁾		4,300		2,000

Total		$2,829,300		$2,197,000

(1)	Audit fees consist of fees associated with (i) the audits of our consolidated financial statements, (ii) reviews of our interim quarterly consolidated financial statements and (iii) assistance with SEC filings including consents and related services in connection with the Company’s offerings.

(2)	All other fees consist of license fees for EY’s accounting research software.

(3)	Audit fees include an invoice received from EY in 2023 that relate to services for the fiscal year 2022 audit.

PRE-APPROVAL POLICY

The Audit Committee has adopted policies and procedures with respect to the pre-approval of all audit and permitted non-audit services by the Company’s independent registered public accounting firm. The Audit Committee undertakes a review of such policies at least quarterly, and if necessary, modifies such pre-approval procedures and policies. The Audit Committee may delegate its pre-approval responsibilities to one or more subcommittees as the Audit Committee may deem appropriate, provided that any pre-approval of services by such subcommittees pursuant to this delegated authority must be presented to the full Audit Committee at its next scheduled meeting.


22 Leslie’s, Inc.

Information about Our Executive Officers


Name	Age	Title

Michael R. Egeck	65	Chief Executive Officer

Scott Bowman	56	Chief Financial Officer

Mike Africa	47	Chief Digital & Technology Officer

Dave Caspers	53	Chief Stores Officer

Naomi Cramer	58	Chief People Officer

Brad Gazaway	54	Chief Legal, Real Estate & Sustainability Officer and Corporate Secretary

Moyo LaBode	53	Chief Merchandising & Supply Chain Officer

Michael R. Egeck’s biographical information can be found with the other director biographies in the Director Nominees section.

LOGO

Scott Bowman joined the Company as its Chief Financial Officer Designate in July 2023, and became the Company’s Chief Financial Officer and Treasurer in August 2023. Mr. Bowman most recently served as Chief Financial Officer for True Food Kitchen after serving as Chief Financial Officer for Dave & Buster’s (NASDAQ: PLAY), a restaurant and entertainment company, from 2019 to 2021 and Hibbett Sports (NASDAQ: HIBB), an athletic retail chain, from 2012 to 2019. Mr. Bowman previously served as a Divisional CFO at The Home Depot, where he held leadership positions in various corporate finance roles having started his career in the audit department of The Sherwin-Williams Company. Mr. Bowman is a CPA and holds an MBA from Emory Goizueta Business School and a B.S. in Accounting and Finance from Miami University (Ohio).

LOGO

Mike Africa has served as our Chief Digital & Technology Officer since March 2023. Prior to that, Mr. Africa served as our Chief Digital Officer from September 2021 to March 2023. Before joining Leslie’s, Mr. Africa held multiple leadership positions at Eddie Bauer from 2017-2021 including Chief Digital Officer, VP of Commerce, and VP of Global Digital Experience. Prior to that he served as the SVP, Digital at Paula’s Choice Skincare. Mr. Africa has a B.S. in Commerce from the University of Virginia.


Proxy Statement and Annual Meeting Report 2024			25

Compensation Discussion and Analysis

In this Compensation Discussion and Analysis (“CD&A”) we provide an overview and analysis of our compensation program and policies, the material compensation decisions we have made under those programs and policies for fiscal year 2023 with respect to our NEOs, and the material factors that we considered in making those decisions.

Fiscal year 2023 was the first year of our ongoing executive compensation program. Our NEOs received a mix of base salary, annual cash bonus opportunities, and long-term equity incentives comprised of an equal value-based mix of performance vesting restricted stock units (“PSUs”) and time-vesting RSUs.

Our NEOs for fiscal year 2023 were: Mr. Egeck, our CEO; Mr. Bowman, our CFO; Mr. Weddell, our former CFO; Paula Baker, our former Chief Revenue Officer; Mr. Gazaway, our Chief Legal, Real Estate & Sustainability Officer; and Mr. LaBode, our Chief Merchandising & Supply Chain Officer. Mr. Weddell stepped down from his position as CFO effective as of August 7, 2023, and remained employed as Special Advisor to the CEO through December 30, 2023. Ms. Baker ceased serving as our Chief Revenue Officer as of September 19, 2023, and remained employed as an advisor through December 15, 2023. The terms of Mr. Weddell and Ms. Baker’s separation are described in further detail under “Potential Payments upon Termination or Change in Control.”

EXECUTIVE COMPENSATION PHILOSOPHY

We believe our compensation philosophy and design are well aligned with the interest of our shareholders, as well as our performance culture, growth strategy, and desire to attract and retain high-quality executives. Our executive compensation philosophy is to provide an attractive, flexible and market-based compensation program tied to company and individual performance and aligned with the interests of our shareholders. In establishing compensation levels and designing the elements of our executive compensation program, we aim to set overall compensation levels that are both internally equitable and commensurate with the companies with which we compete for talent. The principal objectives of our executive compensation program are to attract and retain highly talented executives to serve in leadership positions and advance our long-term growth strategy. Within our ongoing program, we motivate such executives to succeed by providing compensation that is based on both short- and long-term performance and aligns the interests of our officers with those of our shareholders by delivering a substantial portion of the officers’ compensation through incentives that drive long-term enterprise value creation. We regularly review our executive compensation program with the goal of motivating our executive team to achieve our strategic goals and aligning their interests with those of our shareholders.

Consistent with the foregoing philosophy:

•

At-risk compensation: For fiscal year 2023, 71% and 54%, respectively, of our CEO’s and average other NEOs’ (in place at the beginning of the fiscal year) target direct compensation, comprised of base salary, target cash bonus opportunities, and target long-term equity incentives, was at-risk.

•

Pay for performance: Our performance against our incentive plan metrics for fiscal year 2023 was below the thresholds set at the beginning of the year. Accordingly, our NEOs received no cash bonuses for the fiscal year and forfeited the first tranche of their fiscal year 2023 PSUs. Additionally, the balance of their fiscal year 2023 PSUs are not anticipated to be earned.


28 Leslie’s, Inc.

COMPENSATION DISCUSSION AND ANALYSIS

The following features of our compensation program are designed to align the interests of our executive team with those of our shareholders and with market best practice:


What We Do		What We Don’t Do
✓ Grant compensation that is primarily at-risk and variable		û Allow hedging or pledging of Company stock

✓ Subject short- and long-term incentive compensation to measurable and rigorous goals		û Reprice stock options without shareholder approval

✓ Use an independent compensation consultant		û Provide excessive perquisites

✓ Cap incentive payments		û Provide supplemental executive retirement plans

✓ Structure compensation to avoid excessive risk taking		û Provide tax gross-ups with respect to a change in control

✓ Provide competitive compensation that is compared against a size appropriate industry peer group		û Provide “single trigger” change in control payments

✓ Maintain rigorous stock ownership guidelines		û Provide excessive severance benefits

✓ Have a robust recoupment policy

PROCESS FOR SETTING EXECUTIVE COMPENSATION

Generally, our Compensation Committee reviews and, as appropriate, modifies compensation arrangements for executive officers during the first quarter of each fiscal year (with equity grants generally made during the first quarter or early in the second quarter). The CEO reviews the performance and compensation of our executive officers and makes recommendations as to their compensation to the Compensation Committee. In making its decisions regarding executive compensation, the Compensation Committee meets outside the presence of executive officers when making final decisions about each executive officer. The CEO is periodically present during portions of these deliberations that relate to the compensation for other executives, but does not participate in any discussions regarding his own pay.

During fiscal year 2023, we engaged FW Cook as a third-party consultant to provide services including review and analysis of our executive compensation levels and practices, executive officer and non-employee director equity ownership guidelines, peer group review and corresponding market study, and long-term incentive plan design and equity grant practices. As part of this review process, the Board and the Compensation Committee applied its values, philosophy and understanding of market trends and practices, while considering the compensation levels needed to ensure that our executive compensation program remains competitive and aligned with the interests of our shareholders.

PEER GROUP

To assist the Compensation Committee in its review of executive compensation for fiscal year 2023, the Compensation Committee developed, with FW Cook, a peer group of similarly-situated companies to use for compensation benchmarking purposes. The peer group used to inform compensation decisions for fiscal year 2023 was comprised of:


Boot Barn Holdings, Inc.	Johnson Outdoors Inc.	The AZEK Company, Inc.
Container Store Group, Inc.	MarineMax, Inc.	Topgolf Callaway Brands Corp.
Crocs, Inc.	Monro, Inc.	Trex Company, Inc.
Floor & Décor Holdings, Inc.	National Vision Holdings, Inc.	YETI Holdings, Inc.
Haverty Furniture Companies, Inc.	Ollie’s Bargain Outlet Holdings, Inc.

The peer group is the same as the peer group that was used to inform fiscal year 2022 decisions, except that Terminix Global (acquired) was replaced with The AZEK Company (appropriate peer in terms of size, industry and scope of operations). At the time the peer group was approved (May 2022), our market capitalization and trailing four quarters revenues approximated the median of the peer group. The peer group will continue to be reviewed annually to ensure it best represents the Company’s size, industry and scope of operations.

Peer group data were supplemented with national retail and general industry survey data, scoped by each executive’s revenue responsibility, to provide an additional market reference point.


Proxy Statement and Annual Meeting Report 2024			29

COMPENSATION DISCUSSION AND ANALYSIS

ELEMENTS OF COMPENSATION

The compensation of our NEOs generally consists of base salary, annual cash bonus opportunities, long-term equity incentives in the form of equity awards and other benefits, each as described below.

Base Salary

Base salary is a fixed compensation element intended to attract and retain the talent necessary to successfully manage our business and execute our business strategies. Base salaries for our NEOs, including consideration for increases, are established based on the scope of their responsibilities, taking into account relevant experience, internal pay equity, tenure, competitive market practice, and other factors deemed relevant. In addition, Mr. Gazaway’s increase was reflective of his assuming additional responsibility with respect to our real estate operations and sustainability efforts as part of his promotion from Chief Legal Officer to Chief Legal, Real Estate and Sustainability Officer in fiscal year 2023. Base salaries for our NEOs in fiscal year 2023 and 2022 were as follows:


Name	FY2022			FY2023			% Increase

Michael R. Egeck		$	1,025,000		$	1,025,000		0%

Scott Bowman		$	-		$	550,000		N/A

Steven M. Weddell		$	570,000		$	570,000		0%

Paula F. Baker		$	400,000		$	425,000		6%

Brad Gazaway		$	350,000		$	425,000		21%

Moyo LaBode		$	400,000		$	425,000		6%

Annual Cash Bonus Opportunities

The target performance-based cash bonus opportunity for each of the NEOs is expressed as a percentage of his or her base salary and can be earned by meeting certain predetermined corporate performance objectives, subject to an individual/strategic performance modifier. Fiscal year 2023 annual cash bonuses for Mssrs. Egeck, Bowman, and Weddell were targeted at 100% of their base salaries, and fiscal year 2023 annual cash bonuses for Ms. Baker, Mr. Gazaway, and Mr. LaBode were targeted at 50% of their base salaries. For the NEOs other than Mr. Bowman, the target percentages did not change from those in effect for fiscal year 2022. Mr. Bowman’s target percentage was set in connection with his hire and his opportunity was pro-rated for the portion of the year he was employed with us.

The Board set corporate performance objectives based on the achievement of an annual Adjusted EBITDA target, which the Board believed to best align the interest of the NEOs and our shareholders. The Board established the following matrix to map Adjusted EBITDA performance to bonus earnouts, with pre-established threshold, target and maximum performance levels, with linear interpolation applying between such levels.

Adjusted EBITDA is defined as earnings before interest (including amortization of debt issuance costs), taxes, depreciation and amortization, management fees, equity-based compensation expense, loss on debt extinguishment, costs related to equity offerings, strategic project costs, executive transition costs, loss (gain) on disposition of assets, mark-to-market on interest rate cap and other non-recurring, non-cash or discrete items.


	Adjusted EBITDA⁽¹⁾			Payout as % of Target

Threshold		$	280.0 M		0%

Target		$	295.0 M		100%

Maximum		$	310.0 M		200%

Actual		$	168.1 M		0%

(1)	Adjusted EBITDA was as reported in the Company’s Annual Report on Form 10-K for fiscal year 2023.


30 Leslie’s, Inc.

COMPENSATION DISCUSSION AND ANALYSIS

The amount earned relative to corporate performance was then subject to potential modification upwards by up to 20% or downwards by up to 100% (i.e. 0% to 120% of the amount earned relative to corporate performance) based on performance against individual and strategic objectives, on a zero-sum basis across all eligible employees of the Company, including the CEO and the CEO’s senior team. For fiscal year 2023 the individual and strategic objectives for the CEO’s senior team, including the NEOs were focused on diversity, equity, and inclusion, where, in each case improvements were achieved.

Based on actual fiscal year 2023 Adjusted EBITDA performance of $168.1 million, no bonuses were earned for 2023, as reflected in the “Summary Compensation Table” below.

New Hire Bonus Opportunities

In connection with his hire during fiscal year 2023, Mr. Bowman received a sign-on bonus of $500,000 to be paid in two separate installments. The initial portion of the sign-on bonus in an amount of $300,000 was grossed-up to account for normal and customary payroll tax withholdings and was paid at the time he commenced employment. As a general policy, the Company does not provide tax gross-ups on bonuses paid for executives, however in this particular instance an exception was made specifically for recruitment purposes as a replacement for similar amounts forfeited from Mr. Bowman’s previous employment. Notwithstanding, the Company commits to not providing gross-up bonus arrangements for executives in the future, including those in connection with new hire packages with respect to forfeited compensation arrangements. The second portion of Mr. Bowman’s sign-on bonus payment of $200,000 was subject to normal and customary payroll tax withholdings and was paid subsequent to our fiscal year end in December 2023.

Long-Term Equity Incentives

Historically, we granted stock options and RSUs under our 2020 Omnibus Incentive Plan, including to certain of our NEOs and certain of our directors, from time to time to provide additional retention and performance incentives to these individuals. In fiscal year 2023, we commenced our ongoing equity grant program. As a part of the annual grant cycle, each of the NEOs received equity grants comprised 50% of PSUs and 50% of RSUs.

Fiscal Year 2023 Restricted Stock Units

During fiscal year 2023, each of the NEOs, other than Mr. Bowman, received RSUs as a part of the annual grant cycle. Additionally, during the fiscal year, Mr. Gazaway and Mr. LaBode each received an additional grant of RSUs as compensation for additional assumed duties. In connection with his hire, Mr. Bowman received a grant of RSUs. In each case, the RSUs vest in equal, annual installments over four years, subject to continued employment.

Fiscal Year 2023 Performance Stock Units (PSUs)

In fiscal year 2023, we granted PSUs for the first time to all NEOs with the exception of Mr. Bowman due to his commencing employment towards the end of our fiscal year. The PSUs are subject to cumulative Adjusted Net Income and revenue goals, weighted 75% and 25%, respectively. For the 2023 PSU program, there are one-, two-, and three-year performance periods, after each of which one-third of the target number of PSUs is eligible to vest (at 0% - 200% of target) based on actual performance.

One-third of the target number of PSUs were eligible to vest based on the following fiscal year 2023 performance goals:


Performance Level	Achievement Percentage			FY23 Adjusted Net Income⁽¹⁾			FY23 Revenue⁽¹⁾

Threshold		50	%		$	150.0M		$	1,570.0M

Target		100	%		$	160.0M		$	1,610.0M

Maximum		200	%		$	165.0M		$	1,650.0M

Actual		0	%		$	51.1M		$	1,451.2M

(1)	As reported in the Company’s Annual Report on Form 10-K for fiscal year 2023.


Proxy Statement and Annual Meeting Report 2024			31

COMPENSATION DISCUSSION AND ANALYSIS

Based on performance in fiscal year 2023, the first tranche of the PSUs was forfeited. The remaining two tranches remain eligible to vest based on fiscal year 2023-2024 and fiscal year 2023-2025 achievement, respectively, however are not anticipated to be earned.

Other benefits

We currently provide broad-based welfare benefits to our NEOs that are available to all of our employees, including health, dental, life, vision and disability insurance.

In addition, we maintain, and certain of the NEOs participate in, a 401(k) plan that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis and under which we are permitted to make discretionary employer contributions. Employees’ pre-tax contributions are allocated to their respective individual accounts and are then invested in selected investment alternatives according to their directions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code. We currently match participant contributions to the 401(k) plan up to 4% of eligible earnings, up to IRS limits.

We do not maintain any defined benefit pension plans or non-qualified deferred compensation plans.

Post-Employment Compensation Arrangements

The NEOs are entitled to certain severance benefits, the terms of which are described below under “Potential Payments upon Termination or Change in Control.” The severance benefits are an essential element of the overall executive compensation package and assist the Company in recruiting and retaining talented individuals and aligning the executive’s interests with the best interests of the shareholders.

OTHER MATTERS

Risk Assessment

During fiscal year 2023, the Compensation Committee worked with FW Cook and management to assess our compensation policies and practices. Our Board and our Compensation Committee do not believe that our executive and non-executive compensation programs encourage excessive or unnecessary risk taking, and any risk inherent in our compensation programs is unlikely to have a material adverse effect on us.

Say-on-Pay

Our Compensation Committee considers feedback from our shareholders and the results of our Say-on-Pay vote in making compensation decisions for our NEOs. Our 2023 Say-on-Pay vote reflected 98.2% support from our shareholders, based on the percentage of shares voted. The Compensation Committee believes this indicates that our shareholders support the philosophy, strategy, objectives, and administration of our executive compensation program.

Clawback/Forfeiture

Our Board has adopted a clawback policy that complies with the new Nasdaq listing standards and provides for the recoupment of certain cash or equity-based compensation in the event the Company is required to restate its financial statements due to the Company’s material noncompliance with any financial reporting requirements under the securities laws.


32 Leslie’s, Inc.

COMPENSATION DISCUSSION AND ANALYSIS

Pursuant to Proposal No. 4, Approval of the Leslie’s, Inc. Amended and Restated 2020 Omnibus Incentive Plan, if the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, then the Committee may, in its sole discretion (considering any factors the Committee deems appropriate), require a participant to disgorge or forfeit to the Company that portion of time- and/or performance-based awards that were granted, earned or vested during the Company’s three completed fiscal years immediately preceding the date the Company is required to prepare the accounting restatement, that the Committee determines was in excess of the amount that would have been granted, earned or vested during such period based on the restated results. This restatement-related recoupment policy will apply to awards granted on or after the Restatement Effective Date (as defined in Proposal No. 4). Further, the administrator has the full power and authority to terminate or cause a participant to forfeit an award and require the participant to disgorge to the Company any gains attributable to the award, if the participant engages in any action constituting, as determined by the administrator in its discretion, cause for termination, or a breach of a material Company policy, any award agreement, or any other agreement between the participant and the Company concerning noncompetition, nonsolicitation, confidentiality, trade secrets, intellectual property, nondisparagement, or similar obligations. Additionally, any awards granted pursuant to the plan and any stock issued or cash paid pursuant to an award, are subject to any recoupment or clawback policy that is adopted by, or any recoupment or similar requirement otherwise made applicable by law, regulation, or listing standards to, the Company from time to time.

Share Ownership Guidelines

Our Board believes that, in order to more closely align the interests of our NEOs and other designated officers with the long-term interests of the Company’s shareholders, all NEOs and other designated officers should maintain a minimum level of equity interests in the Company’s common stock. Such stock ownership guidelines are based on the value of common stock owned as a multiple of base salary. The guidelines will be reviewed annually and revised as appropriate to keep pace with competitive and good governance practices. The multiples are set based upon each officer’s position, as set forth below:


Position	Stock Ownership Multiple

Chief Executive Officer		6x base salary

Chief Financial Officer & Chief Operating Officer (if any)		3x base salary

Other Designated Officers		2x base salary

For purposes of determining stock ownership levels, the following forms of equity interests in the Company are included: common stock of the Company; Company restricted stock or RSUs granted under the Company’s 2020 Omnibus Incentive Plan (or any predecessor or successor plan) which are to be settled in shares of common stock, except to the extent such restricted stock or RSUs are subject to vesting conditions other than conditions based solely on the passage of time and continued service; and common stock of the Company held for the individuals account in the 401(k) Plan. Unearned performance-based restricted stock or PSUs, and shares underlying unexercised stock options (whether vested or unvested, whether time- or performance-based and whether in-the-money or not) do not count as stock owned for purposes of the guidelines. Under the guidelines, NEOs and other designated officers are required to hold 50% of the net shares resulting from stock option exercises or vesting of other stock-based awards until they reach the applicable level. In the case of time-vested RSUs in the categories above which are not yet fully vested, only a portion representing the net after-tax holdings at vesting will count as stock owned. For purposes of calculating these estimated net holdings, the tax withholding rate assumed to apply at vesting shall equal 40%.

As of the record date, all NEOs were in compliance with the guidelines either by virtue of holding the required number of shares or by compliance with the 50% retention ratio.

Prohibition on Hedging or Pledging

We have a policy prohibiting all executive officers and directors from engaging in any form of hedging transaction involving the securities of the Company. The policy addresses short sales and transactions involving publicly traded options and also prohibits such individuals from holding our securities in margin accounts and from pledging our securities as collateral for loans. We believe that these policies further align our executives’ interests with those of our shareholders.


Proxy Statement and Annual Meeting Report 2024			33

COMPENSATION DISCUSSION AND ANALYSIS

SUMMARY COMPENSATION TABLE

The following table presents information regarding the compensation of our NEOs for services rendered during the fiscal years 2023, 2022 and 2021.


Name and Principal Position	Year		Salary ($)			Bonus ($)			Stock Options ($)			Stock Awards ($)⁽¹⁾		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)⁽²⁾		Total ($)
Michael R. Egeck		2023		1,025,000			-			-			3,000,128		-		16,843		4,041,971

Chief Executive Officer		2022 2021		1,025,000 1,023,077	⁽⁴⁾		- 550,000	⁽⁵⁾		1,547,063 4,803,926	⁽³⁾ ⁽³⁾		- -		761,575 1,534,512		5,800 -		3,339,438 7,911,515
Scott Bowman		2023		116,346	⁽⁶⁾		300,000	⁽⁶⁾		-			550,005		-		120,503		1,086,854

Executive Vice President and Chief Financial Officer
Steven M. Weddell		2023		570,000			-			-			690,132		-		22,266		1,282,398

Former Executive Vice President and Chief Financial Officer		2022 2021		570,000 560,769	⁽⁷⁾		- 550,000	⁽⁵⁾		966,920 3,002,451	⁽³⁾ ⁽³⁾		- -		423,510 840,165		5,800 5,700		1,966,230 4,959,085
Paula F. Baker		2023		419,231			-			-			330,136		-		48,519		797,886

Former Chief Revenue Officer		2022 2021		400,000 400,000			- -			154,707 480,396	⁽³⁾ ⁽³⁾		- -		148,600 300,000		5,800 5,700		709,107 1,186,096
Brad Gazaway		2023		419,231			-			-			850,133		-		13,520		1,282,884

Chief Legal, Real Estate & Sustainability Officer		2022		350,000			-			219,366	⁽³⁾		200,002		130,025		5,800		905,193
Moyo LaBode		2023		419,231			-			-			920,205		-		22,266		1,361,702

Chief Merchandising & Supply Chain Officer		2022		400,000			-			361,630	⁽³⁾		450,004		148,600		-		1,360,234

(1)

The amounts reported in this column represent the grant date fair value of the RSUs and PSUs granted to each of the NEOs in the specified fiscal year, calculated in accordance with FASB Accounting Standards Codification Topic 718. The grant date fair value is determined by multiplying the number of units granted by the closing price of our common stock on the grant date. The value of the PSU awards granted in fiscal year 2023, assuming achievement of the maximum performance level of 200%, would have been: Mr. Egeck, $3,000,128; Mr. Weddell, $690,132; Ms. Baker, $330,136; Mr. Gazaway, $350,124; and Mr. LaBode, $420,196.

(2)	The amounts in this column are detailed in the table immediately below.

(3)

Represents the aggregate fair value of the stock options that were granted to each of our NEOs during fiscal years 2021 and 2022. As disclosed in last year’s proxy statement, in fiscal year 2021, certain of our NEOs received performance-vesting stock options eligible to vest 50% on the Company’s achievement of the Adjusted net income target for fiscal year 2021 and 50% on the Company’s achievement of the Adjusted net income target for fiscal year 2022. Although the performance-vesting options were approved in fiscal year 2021, the fiscal year 2022 Adjusted net income target was not established until after the end of fiscal year 2021. Therefore, the portion of the awards attributable to the fiscal year 2022 Adjusted net income target was not considered granted for accounting purposes until fiscal year 2022 and is included in the option award values disclosed for fiscal year 2022.

(4)	Mr. Egeck received a prorated base salary of $1,023,077 due to the increase in his base salary from $1,000,000 to $1,025,000 during fiscal year 2021.

(5)	Pursuant to Messrs. Egeck and Weddell’s amended and restated employment agreements, each executive received a one-time cash bonus of $550,000 during fiscal year 2021 in connection with the Company’s IPO.

(6)	Mr. Bowman received a prorated base salary of $116,346 and initial sign-on bonus payment of $300,000 in connection with the commencement of his employment during fiscal year 2023.

(7)	Mr. Weddell received a prorated base salary of $560,769 as result of entering into an amended and restated employment agreement which increased this base salary from $450,000 to $570,000 during fiscal year 2021.


Proxy Statement and Annual Meeting Report 2024			35

COMPENSATION DISCUSSION AND ANALYSIS


Name	Year		Company Contribution to 401(K) Plan ($)^(a)		Company Contribution to Insurance Premiums ($)^(b)		Transition Services^(c)		Gross-Up for Sign-On Bonus ($)^(d)		Total ($)

Michael R. Egeck		2023		6,100		10,743		-		-		16,843

Scott Bowman		2023		-		3,077		-		117,426		120,503

Steven M. Weddell		2023		6,100		16,166		-		-		22,266

Paula F. Baker		2023		6,100		7,419		35,000		-		48,519

Brad Gazaway		2023		6,100		7,420		-		-		13,520

Moyo LaBode		2023		6,100		16,166		-		-		22,266

(a)	These amounts represent the Company’s matching 401(k) plan contributions.

(b)	These amounts represent the portion of Company-sponsored health insurance plan premiums paid by the Company.

(c)	Pursuant to the Transition Agreement dated September 19, 2023, Ms. Baker was entitled to a one-time payment of $35,000 in connection with transition services as a result of her separation on December 15, 2023.

(d)	Pursuant to Mr. Bowman’s offer letter, he was entitled to a cash sign-on bonus of $300,000, of which $117,426 was paid in addition representing the portion grossed-up for taxes. Refer to discussion under “New Hire Bonus Opportunities” elsewhere in this CD&A.

GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2023

The following table sets forth awards under various compensation plans granted to our NEOs in fiscal year 2023. Under SEC rules, the values reported in the “Grant Date Fair Value of Stock” column reflect the grant date fair value of grants of stock awards determined under accounting standards, as discussed above.


					Estimated Future Payouts under Non-Equity Incentive Plan Awards⁽¹⁾				Estimated Future Payouts under Equity Incentive Plan Awards⁽²⁾
Name	Type of Award		Grant Date		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: Number of Shares of Stock or Units (#)⁽³⁾		Grant Date Fair Value of Stock and Option Awards
Michael R. Egeck		ACBO PSU RSU		- 12/15/2022 12/15/2022		1,025,000 - -		2,460,000 - -		- - 62,295		- 124,590 -		- 249,180 -		- - 124,590		- 1,500,064 1,500,064
Scott Bowman⁽⁴⁾		ACBO RSU		- 8/14/2023		116,111 -		278,667 -		- -		- -		- -		- 76,178		- 550,005
Steven M. Weddell		ACBO PSU RSU		- 12/15/2022 12/15/2022		570,000 - -		1,368,000 - -		- - 14,330		- 28,660 -		- 57,320 -		- - 28,660		- 345,066 345,066
Paula F. Baker		ACBO PSU RSU		- 12/15/2022 12/15/2022		212,500 - -		510,000 - -		- - 6,855		- 13,710 -		- 27,420 -		- - 13,710		- 165,068 165,068
Brad Gazaway		ACBO PSU RSU RSU		- 12/15/2022 12/15/2022 5/18/2023		212,500 - - -		510,000 - - -		- - - 7,270		- 14,540 - -		- 29,080 - -		- - 14,540 46,383		- 175,062 175,062 500,009
Moyo LaBode		ACBO PSU RSU RSU		- 12/15/2022 12/15/2022 5/18/2023		212,500 - - -		510,000 - - -		- - - 8,725		- 17,450 - -		- 34,900 - -		- - 17,450 46,383		- 210,098 210,098 500,009

(1)

Represents target and maximum annual cash incentive award opportunities, based upon the achievement of the Adjusted EBITDA targets listed within the section titled “Annual Cash Bonus Opportunities” within CD&A. As described therein, amounts below the target are linearly interpolated to the threshold value, which would result in a payout of $0. The actual amounts earned by each NEO are set forth in the Summary Compensation Table.

(2)	Represents RSUs granted that will vest in installments of 25% on the four anniversary dates following the grant date, subject to continued employment or service with the Company or an affiliate until the applicable vesting date.

(3)	Refer to the section titled “Fiscal year 2023 performance stock units (PSUs)” in the CD&A for a description of these awards.

(4)	Mr. Bowman was eligible for a prorated portion of the Annual Cash Bonus Opportunities for fiscal year 2023 commencing with his employment on July 17, 2023.


36 Leslie’s, Inc.

COMPENSATION DISCUSSION AND ANALYSIS

EMPLOYMENT AGREEMENTS

The Company has entered into an employment agreement with Messrs. Egeck and Weddell to help ensure the retention of those executive officers critical to the future success of the Company.

Messrs. Egeck and Weddell entered into amended and restated employment agreements on October 19, 2020, in connection with the Company’s IPO. Mr. Egeck’s employment agreement provided for an indefinite term of employment, and the employment agreement for Mr. Weddell provided for an initial term of five years, with automatic one-year extensions beginning upon expiration of the initial term, which may be cancelled upon at least 90 days’ prior written notice from either the respective NEO or the Company. Under their respective employment agreements, Messrs. Egeck and Weddell were entitled to receive annual base salaries of $1,025,000 and $570,000, respectively, in each case, subject to annual review by our Board. Further, each of Messrs. Egeck and Weddell had the opportunity to earn an annual cash bonus targeted at 100% of his respective annual base salary. Mr. Weddell stepped down from his position as CFO effective as of August 7, 2023, and remained employed as Special Advisor to the CEO through December 30, 2023.

OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

The following table summarizes equity awards held by our NEOs as of fiscal year 2023:


	Options										Stock Awards
Name	Grant Date		Exercisable (#)⁽¹⁾		Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of RSUs that have not vested (#)		Market Value of RSUs that have not vested ($)⁽²⁾		Number of PSUs that have not vested (#)⁽³⁾		Market Value of PSUs that have not vested ($)⁽²⁾

Michael R. Egeck⁽⁴⁾		10/28/2020 11/2/2020 12/15/2022 12/15/2022		392,157		588,236		17.00		10/28/2030		205,546 124,590 -		1,163,390 705,179 -		- - 83,060		- - 470,120

Scott Bowman⁽⁵⁾		8/14/2023										76,178		431,167		-		-

Steven M. Weddell⁽⁶⁾		10/28/2020 12/15/2022 12/15/2022		367,647		245,098		17.00		10/28/2030		28,660 -		162,216 -		- 19,107		- 108,144

Paula F. Baker⁽⁷⁾		10/28/2020 11/2/2020 12/15/2022 12/15/2022		58,824		39,216		17.00		10/28/2030		70,506 13,710 -		399,064 77,599 -		- - 9,140		- - 51,732

Brad Gazaway⁽⁸⁾		10/28/2020 3/3/2021 1/27/2022 12/15/2022 12/15/2022 5/18/2023		44,118 50,000		29,411 33,333		17.00 22.27		10/28/2030 3/3/2031		7,752 14,540 - 46,383		43,876 82,296 - 262,528		- - 9,693 -		- - 54,864 -

Moyo LaBode⁽⁹⁾		5/21/2021 5/12/2021 1/27/2022 12/15/2022 12/15/2022 5/18/2023		137,499		91,666		26.11		5/21/2031		32,500 17,442 17,450 - 46,383		183,950 98,722 98,767 - 262,528		- - - 11,633 -		- - - 65,845 -

(1)	The number in this column represent vested Options outstanding as of September 30, 2023.

(2)	Amounts reported are based on the closing price of our common stock on the Nasdaq as of September 29, 2023, the last trading day of our fiscal year, of $5.66 per share.

(3)	The number of shares presented for performance share units assume achievement at target performance as described under the section titled “Fiscal year 2023 performance stock units (PSUs)” in the CD&A.

(4)

Reflects (i) 588,236 stock options, of which 196,079 and 196,078 become exercisable on October 28, 2023 and 2024, respectively and (ii) 205,546 restricted stock units that vest on February 4, 2024, and (iii) 124,590 restricted stock units which vest and become non-forfeitable in equal installments of 31,148 on December 15, 2023, 2024, 2025, and 2026, respectively. In addition, the remaining 83,060 performance share units are eligible to vest equally based on fiscal


Proxy Statement and Annual Meeting Report 2024			37

COMPENSATION DISCUSSION AND ANALYSIS

year 2023-2024 and fiscal year 2023-2025 performance achievements as described under the section titled “Fiscal year 2023 performance stock units (PSUs)” in the CD&A. Approximately 41,530 units were forfeited due to the non-achievement of those criteria for fiscal year 2023 and are not included in the totals above.

(5)	Reflects 76,178 restricted stock units which vest and become non-forfeitable in equal installments of approximately 19,045 on August 14, 2024, 2025, 2026 and 2027, respectively.

(6)

Reflects (i) 245,098 stock options, of which 122,549 become exercisable on October 28, 2023 and 2024, respectively and (ii) 28,660 restricted stock units which vest and become non-forfeitable in equal installments of 7,165 on December 15, 2023, 2024, 2025, and 2026, respectively. In addition, the remaining 19,107 performance share units are eligible to vest equally based on fiscal year 2023-2024 and fiscal year 2023-2025 performance achievements as described under the section titled “Fiscal year 2023 performance stock units (PSUs)” in the CD&A. Approximately 9,553 units were forfeited due to the non-achievement of those criteria for fiscal year 2023 and are not included in the totals above.

(7)

Reflects (i) 39,216 stock options, of which 19,608 become exercisable on October 28, 2023 and 2024, respectively, (ii) 70,506 restricted stock units which vest and become non-forfeitable on November 21, 2023, and (iii) 13,710 restricted stock units which vest and become non-forfeitable in equal installments of approximately 3,428 on December 15, 2023, 2024, 2025, and 2026, respectively. In addition, the remaining 9,140 performance share units are eligible to vest equally based on fiscal year 2023-2024 and fiscal year 2023-2025 performance achievements as described under the section titled “Fiscal year 2023 performance stock units (PSUs)” in the CD&A. Approximately 4,570 units were forfeited due to the non-achievement of those criteria for fiscal year 2023 and are not included in the totals above.

(8)

Reflects (i) 29,411 stock options, of which 14,706 become exercisable on October 28, 2023 and 2024, respectively, (ii) 33,333 stock options, of which approximately 16,666 become exercisable on March 3, 2024 and 2025, respectively, (iii) 7,752 restricted stock units which vest and become non-forfeitable in equal installments of 2,584 on January 27, 2024, 2025, and 2026, respectively, (iv) 14,540 restricted stock units which vest and become non-forfeitable in equal installments of 3,635 on December 15, 2023, 2024, 2025, and 2026, respectively, and (v) 46,383 restricted stock units which vest and become non-forfeitable in equal installments of approximately 11,596 on May 18, 2024, 2025, 2026, and 2027, respectively. In addition, the remaining 9,693 performance share units are eligible to vest equally based on fiscal year 2023-2024 and fiscal year 2023-2025 performance achievements as described under the section titled “Fiscal year 2023 performance stock units (PSUs)” in the CD&A. Approximately 4,847 units were forfeited due to the non-achievement of those criteria for fiscal year 2023 and are not included in the totals above.

(9)

Reflects (i) 91,666 stock options, of which 45,833 become exercisable on May 12, 2024 and 2025, respectively, (ii) 32,500 restricted stock units which vest and become non-forfeitable in equal installments of 16,250 on May 12, 2024 and 2025, respectively, (iii) 17,442 restricted stock units which vest and become non-forfeitable in equal installments of 5,814 on January 27, 2024, 2025, and 2026, respectively, (iv) 17,450 restricted stock units which vest and become non-forfeitable in equal installments of approximately 4,363 on December 15, 2023, 2024, 2025, and 2026, respectively, and (v) 46,383 restricted stock units which vest and become non-forfeitable in equal installments of 11,596 on May 18, 2024, 2025, 2026, and 2027, respectively. In addition, the remaining 11,633 performance share units are eligible to vest equally based on fiscal year 2023-2024 and fiscal year 2023-2025 performance achievements as described under the section titled “Fiscal year 2023 performance stock units (PSUs)” in the CD&A. Approximately 5,817 units were forfeited due to the non-achievement of those criteria for fiscal year 2023 and are not included in the totals above.

STOCK VESTED IN FISCAL YEAR 2023

The following table summarizes the number of RSUs that were acquired upon vesting and the value realized upon such vesting for each of the NEOs during fiscal year 2023:


	RSUs
Name	Number of RSUs Acquired on Vesting (#)		Value Realized on Vesting ($)⁽¹⁾

Michael R. Egeck		411,092		4,497,346

Scott Bowman		-		-

Steven M. Weddell		-		-

Paula F. Baker		70,506		1,090,023

Brad Gazaway		2,584		39,303

Moyo LaBode		22,064		255,156

(1)	The value realized is based on the closing price of our common stock on the day of the applicable vesting date.


38 Leslie’s, Inc.

COMPENSATION DISCUSSION AND ANALYSIS

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Each of our NEOs is eligible to receive certain payments or benefits upon a termination of employment pursuant to their individual arrangements. Mr. Weddell stepped down from his position as CFO effective as of August 7, 2023, and remained employed as Special Advisor to the CEO through December 30, 2023. Ms. Baker ceased serving as our Chief Revenue Officer as of September 19, 2023, and remained employed as an advisor through December 15, 2023. The terms of Mr. Weddell’s and Ms. Baker’s separations are described further below.

Under Mr. Egeck’s employment agreement, upon a termination by the Company without “cause” or by Mr. Egeck for “good reason” (each as defined in his employment agreement), Mr. Egeck will be entitled to severance pay equal to two times the sum of his base salary and target bonus, payable in equal monthly installments over the 24-month period following his termination. Mr. Egeck must execute a release of claims in favor of the Company as a condition to receipt of severance.

The employment agreement for Mr. Egeck contains restrictive covenants prohibiting him from: (i) competing against the Company for 24 months after termination of his employment, (ii) soliciting (or interfering with the Company’s relationships with) the Company’s employees, consumers or suppliers for 24 months after termination of his employment, and (iii) disclosing the Company’s proprietary information, developments and other intellectual property.

The rest of the NEOs are participants in the Executive Severance Plan (“ESP”), pursuant to which, upon termination of their employment by the Company without “cause” (as defined in the ESP), they will receive 12 months of continued base salary payments and medical benefits continuation (18 months in the case of Mr. Bowman), subject to their execution of a release of claims against the Company. They will also be subject to cooperation and non-disparagement covenants under the ESP.

In addition, pursuant to the Company’s 2020 Omnibus Incentive Plan, upon a participant’s (including our NEOs) termination of employment within two years following the change of control without cause or for good reason, all of the participant’s awards granted under the Plan that are in effect as of the date of termination shall vest in full or be deemed earned in full effective on the date of such termination. Pursuant to the PSU agreements, if a change of control occurs and the PSUs are assumed by the successor, then the performance measures will be deemed achieved based on actual performance for completed fiscal years within the performance period and at the target performance for any incomplete fiscal years within the performance period, and the PSUs will remain subject to continued employment through original settlement date(s).


Proxy Statement and Annual Meeting Report 2024			39

COMPENSATION DISCUSSION AND ANALYSIS

The following table sets forth a summary of the payments and benefits that the NEOs would have been eligible to receive had they experienced a qualifying termination as of September 30, 2023 and had a qualifying transaction occurred on September 30, 2023:


Name	Death or Disability ($)⁽¹⁾⁽³⁾		Potential Payment on Change of Control ($)⁽²⁾⁽³⁾		Potential Payment on Voluntary Termination or Termination for Cause ($)		Potential Payment on Involuntary Termination (Without Cause) or Termination by Executive for Good Reason ($)

Michael R. Egeck

Cash Severance		-		-		-		4,100,000

COBRA Reimbursement		-		-		-		-

Accelerated Vestings: Stock Options		-		-		-		-

Accelerated Vestings: RSUs		-		1,868,569		-		-

Accelerated Vestings: PSUs		470,120		470,120		-		-

Total		470,120		2,338,689		-		4,100,000

Scott Bowman

Cash Severance		-		-		-		1,650,000

COBRA Reimbursement		-		-		-		25,353

Accelerated Vestings: Stock Options		-		-		-		-

Accelerated Vestings: RSUs		-		431,167		-		-

Accelerated Vestings: PSUs		-		-		-		-

Total		-		431,167		-		1,675,353

Brad Gazaway

Cash Severance		-		-		-		425,000

COBRA Reimbursement		-		-		-		8,049

Accelerated Vestings: Stock Options		-		-		-		-

Accelerated Vestings: RSUs		-		388,700		-		-

Accelerated Vestings: PSUs		54,864		54,864		-		-

Total		54,864		443,564		-		433,049

Moyo LaBode

Cash Severance		-		-		-		425,000

COBRA Reimbursement		-		-		-		26,702

Accelerated Vestings: Stock Options		-		-		-		-

Accelerated Vestings: RSUs		-		643,967		-		-

Accelerated Vestings: PSUs		65,845		65,845		-		-

Total		65,845		709,812		-		451,702

(1)	Amounts shown at the number of PSUs earned had target performance been met and for which the attributable measurement period has not lapsed.


40 Leslie’s, Inc.

COMPENSATION DISCUSSION AND ANALYSIS

(2)

Amounts shown assume an involuntary termination without cause or termination by the executive for good reason and represent the value of unvested awards of stock options and RSUs; PSUs reflect those that would have otherwise been earned had target performance been met and for which the attributable measurement period has not lapsed.

(3)	Valued upon the closing price of our common stock on the NASDAQ as of September 29, 2023, the last trading day of our fiscal year, of $5.66 per share.

NEO TERMINATIONS FOLLOWING THE END OF THE FISCAL YEAR

Mr. Weddell stepped down from his position as CFO effective as of August 7, 2023, and remained employed as Special Advisor to the CEO through December 30, 2023. He did not receive any termination-related payments in connection with his cessation of employment.

Ms. Baker ceased serving as our Chief Revenue Officer as of September 19, 2023, and remained employed as an advisor through December 15, 2023 (the “Separation Date”). The Company and Ms. Baker entered into a transition agreement (the “Transition Agreement”) on September 19, 2023, in connection with the cessation of her role as Chief Revenue Officer. Pursuant to the Transition Agreement, Ms. Baker received a cash payment of $35,000 for the provision of transition services through the Separation Date, remained eligible to receive an annual bonus for the 2023 performance period (there were no payouts based on actual performance) and continued to participate in the Company’s employee benefit plans through the Separation Date, but she was not be eligible to receive new equity awards under the Company’s long-term equity incentive compensation program during the Transition Period or to participate in the Company’s annual bonus opportunities for any fiscal year following 2023. On the Separation Date, Ms. Baker became entitled to the payments and benefits applicable on a termination without cause under the Company’s Executive Severance Pay Plan, as described above (with a value of: $425,000 base salary continuation and $5,859 benefits continuation), in accordance with and subject to the terms thereof, including the Company’s receipt of an effective release of claims against the Company from Ms. Baker.

CEO PAY RATIO

Pursuant to the Exchange Act, we are required to disclose in this proxy statement the ratio of the total annual compensation of our CEO to the median of the total annual compensation of all of our employees (excluding our CEO). Based on SEC rules for this disclosure and applying the methodology described below, we have determined that our CEO’s total compensation for fiscal year 2023 was $4,041,971 and the median of the total compensation of all of our employees (excluding our CEO) for fiscal year 2023 was $39,478. Accordingly, we estimate the ratio of our CEO’s total compensation for fiscal year 2023 to the median of the total compensation of all of our employees (excluding our CEO) for fiscal year 2023 to be 102 to 1.

We selected September 30, 2023, our 2023 fiscal year end, as the date we would use to identify our median employee. To identify the median-compensated employee (excluding our CEO), we used the amount of the employee’s base compensation and cash bonuses. In making this determination, we annualized compensation for those full-time and part-time employees who did not work for the Company for the entire fiscal year and did not make any cost-of-living adjustments in identifying the median employee.

This pay ratio is an estimate calculated in a manner consistent with SEC rules based on the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.


Proxy Statement and Annual Meeting Report 2024			41

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship between executive compensation actually paid and the financial performance of our Company. The following table sets forth the compensation for our CEO (referred to as “PEO”) and the average compensation for our other NEOs. For further information concerning our compensation philosophy and how we align executive compensation

with

our performance, refer to “Compensation Discussion and Analysis.”


														Value of Initial $100 Investment Based on
Year	Summary Compensation Table Total for PEO (Egeck) (1)		Compensation Actually Paid to PEO (Egeck) (2)			Summary Compensation Table Total for PEO (Ortega) (1)		Compensation Actually Paid to PEO (Ortega) (2)		Average Summary Compensation Table Total for Non-PEO NEOs		Average Compensation Actually Paid to Non-PEO NEOs (2) (3)		Total Shareholder Return		Peer Group Total Shareholder Return (5)		Net Income (in thousands)		Adjusted EBITDA (6) (in thousands)
2023	$	4,041,971	$	(3,796,598	)	$	-	$	-	$	1,162,345	$	55,905	$	26.08	$	59.20	$	27,242	$	168,149
2022	$	3,339,438	$	72,348		$	-	$	-	$	988,153	$	829,182	$	67.79	$	65.26	$	159,029	$	292,276
2021	$	7,911,515	$	36,569,924		$	3,989,352	$	4,283,910	$	1,536,295	$	2,535,647	$	94.65	$	120.51	$	126,634	$	270,613

(1)

Reflects the total compensation of our current CEO, Michael Egeck, who is our PEO, and Steven Ortega, who served as PEO until Mr. Egeck’s appointment in 2021 and is therefore included in this table as an additional PEO in accordance with SEC rules. Amounts shown are as calculated in the Summary Compensation Table (SCT) for each of the years shown.

(2)

Amounts shown for compensation actually paid (“CAP”) are computed in accordance with Item 402(v) of Regulation

S-K

under the Exchange Act and do not reflect the actual amount of compensation earned by or paid to the NEOs during the applicable year. These amounts reflect total compensation as reported in the SCT with certain adjustments as required by item 402(v) of Regulation

S-K

as described in footnote (3) below. The

Non-PEO

NEOs for each applicable year are as follows: (i) for fiscal year 2023, Mssrs. Bowman, Weddell, Gazaway and LaBode and Ms. Baker, (ii) for fiscal year 2022, Messrs. Weddell, Gazaway and LaBode and Ms. Baker, and (iii) for fiscal year 2021, Mr. Weddell and Ms. Baker.

(3)

CAP reflects the exclusions and inclusions of equity awards for the PEO and the other NEOs as set forth below and calculated in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. The valuation methodologies and assumptions used to calculate CAP are based on the grant date fair value

these awards as disclosed in the Company’s consolidated audited financial statements filed with the SEC on Form

10-K

for the years reflected in the tables below:

Summary Compensation

Table

Total to Compensation Actually Paid Reconciliation for the PEO and

non-PEOs:


	Calculation for PEO
Calculation (a) of Compensation Actually Paid	2021 (Egeck)			2021 (Ortega)			2022			2023
Summary Compensation Table Total		7,911,515			3,989,352			3,339,438			4,041,971
Less: grant date fair value of stock and option awards granted during year		(4,803,926	)		(600,495	)		(1,547,063	)		(3,000,128	)
Fair value of awards granted during year that remain unvested as of year-end		7,160,373			895,053			-			705,179
Fair value of awards granted during year that vested during year		-			-			-			-
Change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year end		5,873,477


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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			22

Fees Paid to the Independent Registered Public Accounting Firm			22

Pre-Approval Policy			22

Audit Committee Report			23

PROPOSAL 3: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			24

Information About our Executive Officers			25


		SKILLS & EXPERIENCE
		(as of January 1, 2024)
		(as of January 1, 2024)


		Our Board recommends a vote “FOR” the approval, on a non-binding, advisory basis, of the compensation of our named executive officers.