Preliminary proxy statement not related to a contested matter or merger/acquisition

Pay vs Performance Disclosure

v3.24.4
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Oct. 01, 2022
Oct. 02, 2021
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
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
(McDonell)
(1)
   
Compensation
Actually Paid
to PEO
(McDonell)
(4)
   
Summary
Compensation
Table Total
for PEO
(Strain)
(1)
   
Compensation
Actually Paid
to PEO
(Strain)
(4)
   
Summary
Compensation
Table Total
for PEO
(Egeck)
(1)
   
Compensation
Actually Paid
to PEO
(Egeck)
(4)
   
Summary
Compensation
Table Total
for PEO
(Ortega)
(3)
   
Compensation
Actually Paid
to PEO
(Ortega)
(4)
   
Average
Summary
Compensation
Table Total
for Non-PEO

NEOs
   
Average
Compensation
Actually Paid
to
Non-PEO

NEOs
(4)(5)
   
Total
Shareholder
Return
   
Peer Group
Total
Shareholder
Return
(6)
   
Net
Income
(Loss)
(in
thousands)
   
Adjusted
EBITDA
(7)
(in
thousands)
 
2024
 
$
 1,579,596
 
 
$
 1,563,735
 
 
$
 318,028
 
 
$
 245,217
 
 
$
 3,292,618
 
 
$
(2,794,641
 
$
-
 
 
$
-
 
 
$
965,357
 
 
$
452,540
 
 
$
13.18
 
 
$
71.20
 
 
$
(23,379
 
$
108,744
 
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, Jason McDonell, who is our PEO, Mike Egeck, our former PEO, and John Strain, who served as interim PEO until Mr. McDonell commenced employment and are therefore included in this table as an additional PEO’s in accordance with SEC rules. Amounts shown are as calculated in the Summary Compensation Table (SCT) for each of the years shown.
(2)
Steven Ortega served as PEO until Mr. Egeck’s appointment in 2021 and therefore is included in this table as an additional PEO in accordance with SEC rules.
(3)
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 2024, Messrs. Bowman, Caspers, and LaBode and Ms. Cramer, (ii) for fiscal year 2023, Messrs. Bowman, Weddell, Gazaway, and LaBode and Ms. Baker, and (iii) 2022, Messrs. Weddell, Gazaway and LaBode and Ms. Baker, and (iv) for fiscal year 2021, Mr. Weddell and Ms. Baker
(4)
CAP reflects the exclusions and inclusions of equity awards for the PEOs 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 of 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 PEOs and
non-PEOs:
 
    
Calculation for PEO
 
Calculation
(a)
of Compensation Actually Paid
  
2024
(Egeck)
    
2024
(Strain)
    
2024
(McDonell)
 
Summary Compensation Table Total
  
 
3,292,618
 
  
 
318,028
 
  
 
1,579,596
 
Less: Grant date fair value of stock and option awards granted during year
  
 
(1,800,046
  
 
(125,000
  
 
(1,150,000
Add: Fair value of awards granted during year that remain unvested as of
year-end
  
 
-
 
  
 
52,189
 
  
 
1,134,139
 
Add: Fair value of awards granted during year that vested during year
  
 
-
 
  
 
-
 
  
 
-
 
Add: Change in fair value from prior
year-end
to current
year-end
of awards granted prior to the year that were outstanding and unvested as of year end
  
 
-
 
  
 
-
 
  
 
-
 
Add: Change in fair value from prior
year-end
to vesting date for awards granted prior to the year that vested during year
  
 
(2,781,651
  
 
-
 
  
 
-
 
Less: Fair value of awards granted prior to the year that were forfeited during year
  
 
(1,505,562
  
 
-
 
  
 
-
 
Compensation Actually Paid
  
 
(2,794,641
  
 
245,217
 
  
 
1,563,735
 
 
 
Calculation
(a)
of Compensation Actually Paid
  
2024
 
Average Summary Compensation Table Total
  
 
965,357
 
Less: Average grant date fair value of stock and option awards granted during this year
  
 
(451,138
Add: Average Fair value of awards granted during the year that remain unvested as of
year-end
  
 
200,658
 
Add: Average Fair value of awards granted during the year that vested during the year
  
 
-
 
Add: Average Change in fair value from prior
year-end
to current
year-end
of awards granted prior to the year that were outstanding and unvested as of year end
  
 
(180,794
Add: Average Change in fair value from prior
year-end
to vesting date for awards granted prior to the year that vested during year
  
 
(81,544
Less: Average Fair value of awards granted prior to the year that were forfeited during the year
  
 
-
 
Compensation Actually Paid
  
 
452,540
 
 
 
(a)
As shown in these tables, the CAP totals represent the SCT totals for the applicable year, but adjusted as required by SEC rules.
 
(5)
TSR shown in this table utilizes the S&P
Small-Cap
600 Index (“Index”) which we use in the stock performance graph required by Item 201(e) of Regulation
S-K
included in the Company’s consolidated audited financial statements filed with the SEC on Form
10-K
for the years reflected in the table above. The comparison assumes $100 was invested for the period from October 29, 2020, our first trading day subsequent to our initial public offering, through the last day of the applicable fiscal year in each of the Company’s Common Stock and the Index. All dollar values assume reinvestment of the
pre-tax
value of dividends paid by companies included in the Index. The historical stock price performance of our Common Stock shown is not necessarily indicative of future stock price performance.
(6)
Pursuant to Item 402(v) of Regulation
S-K,
we determined Adjusted EBITDA to be the most important financial performance measure used to link company performance to CAP to our PEOs and other NEOs in 2024. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important such measure in future years. Adjusted EBITDA is defined on page 13 on our Annual Report on Form 10-K for fiscal year 2024 and is a non-GAAP financial measure.
     
Company Selected Measure Name Adjusted EBITDA      
Named Executive Officers, Footnote
(3)
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 2024, Messrs. Bowman, Caspers, and LaBode and Ms. Cramer, (ii) for fiscal year 2023, Messrs. Bowman, Weddell, Gazaway, and LaBode and Ms. Baker, and (iii) 2022, Messrs. Weddell, Gazaway and LaBode and Ms. Baker, and (iv) for fiscal year 2021, Mr. Weddell and Ms. Baker
     
Peer Group Issuers, Footnote
(5)
TSR shown in this table utilizes the S&P
Small-Cap
600 Index (“Index”) which we use in the stock performance graph required by Item 201(e) of Regulation
S-K
included in the Company’s consolidated audited financial statements filed with the SEC on Form
10-K
for the years reflected in the table above. The comparison assumes $100 was invested for the period from October 29, 2020, our first trading day subsequent to our initial public offering, through the last day of the applicable fiscal year in each of the Company’s Common Stock and the Index. All dollar values assume reinvestment of the
pre-tax
value of dividends paid by companies included in the Index. The historical stock price performance of our Common Stock shown is not necessarily indicative of future stock price performance.
     
Adjustment To PEO Compensation, Footnote
Summary Compensation Table Total to Compensation Actually Paid Reconciliation for the PEOs and
non-PEOs:
 
    
Calculation for PEO
 
Calculation
(a)
of Compensation Actually Paid
  
2024
(Egeck)
    
2024
(Strain)
    
2024
(McDonell)
 
Summary Compensation Table Total
  
 
3,292,618
 
  
 
318,028
 
  
 
1,579,596
 
Less: Grant date fair value of stock and option awards granted during year
  
 
(1,800,046
  
 
(125,000
  
 
(1,150,000
Add: Fair value of awards granted during year that remain unvested as of
year-end
  
 
-
 
  
 
52,189
 
  
 
1,134,139
 
Add: Fair value of awards granted during year that vested during year
  
 
-
 
  
 
-
 
  
 
-
 
Add: Change in fair value from prior
year-end
to current
year-end
of awards granted prior to the year that were outstanding and unvested as of year end
  
 
-
 
  
 
-
 
  
 
-
 
Add: Change in fair value from prior
year-end
to vesting date for awards granted prior to the year that vested during year
  
 
(2,781,651
  
 
-
 
  
 
-
 
Less: Fair value of awards granted prior to the year that were forfeited during year
  
 
(1,505,562
  
 
-
 
  
 
-
 
Compensation Actually Paid
  
 
(2,794,641
  
 
245,217
 
  
 
1,563,735
 
     
Non-PEO NEO Average Total Compensation Amount $ 965,357 $ 1,162,345 $ 988,153 $ 1,536,295
Non-PEO NEO Average Compensation Actually Paid Amount $ 452,540 55,905 829,182 2,535,647
Adjustment to Non-PEO NEO Compensation Footnote
Summary Compensation Table Total to Compensation Actually Paid Reconciliation for the PEOs and
non-PEOs:
 
Calculation
(a)
of Compensation Actually Paid
  
2024
 
Average Summary Compensation Table Total
  
 
965,357
 
Less: Average grant date fair value of stock and option awards granted during this year
  
 
(451,138
Add: Average Fair value of awards granted during the year that remain unvested as of
year-end
  
 
200,658
 
Add: Average Fair value of awards granted during the year that vested during the year
  
 
-
 
Add: Average Change in fair value from prior
year-end
to current
year-end
of awards granted prior to the year that were outstanding and unvested as of year end
  
 
(180,794
Add: Average Change in fair value from prior
year-end
to vesting date for awards granted prior to the year that vested during year
  
 
(81,544
Less: Average Fair value of awards granted prior to the year that were forfeited during the year
  
 
-
 
Compensation Actually Paid
  
 
452,540
 
 
(a)
As shown in these tables, the CAP totals represent the SCT totals for the applicable year, but adjusted as required by SEC rules.
     
Compensation Actually Paid vs. Total Shareholder Return LOGO      
Compensation Actually Paid vs. Net Income LOGO      
Compensation Actually Paid vs. Company Selected Measure LOGO      
Total Shareholder Return Vs Peer Group LOGO      
Tabular List, Table
Financial Performance Measures
As required, we disclose below the most important measures used by the Company to link compensation actually paid to our NEOs for 2024 to Company performance. For further information regarding these performance metrics and their function in our executive compensation program, please see the discussion within CD&A beginning on page 35.
 
 
 
Adjusted EBITDA
 
 
 
Adjusted Net Income
 
 
 
Revenue
     
Total Shareholder Return Amount $ 13.18 26.08 67.79 94.65
Peer Group Total Shareholder Return Amount 71.2 59.2 65.26 120.51
Net Income (Loss) $ (23,379,000) $ 27,242,000 $ 159,029,000 $ 126,634,000
Company Selected Measure Amount 108,744,000 168,149,000 292,276,000 270,613,000
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted EBITDA      
Non-GAAP Measure Description This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important such measure in future years. Adjusted EBITDA is defined on page 13 on our Annual Report on Form 10-K for fiscal year 2024 and is a non-GAAP financial measure.      
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted Net Income      
Measure:: 3        
Pay vs Performance Disclosure        
Name Revenue      
Jason McDonell [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 1,579,596      
PEO Actually Paid Compensation Amount $ 1,563,735      
PEO Name Jason McDonell      
John Strain [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 318,028      
PEO Actually Paid Compensation Amount $ 245,217      
PEO Name John Strain      
Michael Egeck [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 3,292,618 $ 4,041,971 $ 3,339,438 $ 7,911,515
PEO Actually Paid Compensation Amount $ (2,794,641) $ (3,796,598) $ 72,348 36,569,924
PEO Name Mike Egeck      
Steven Ortega [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount       3,989,352
PEO Actually Paid Compensation Amount       $ 4,283,910
PEO Name Steven Ortega      
PEO | Jason McDonell [Member] | Grant Date Fair Value of Stock and Option Awards Granted During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (1,150,000)      
PEO | Jason McDonell [Member] | Fair Value of Awards Granted During Year that Remain Unvested as of Year End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,134,139      
PEO | John Strain [Member] | Grant Date Fair Value of Stock and Option Awards Granted During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (125,000)      
PEO | John Strain [Member] | Fair Value of Awards Granted During Year that Remain Unvested as of Year End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 52,189      
PEO | Michael Egeck [Member] | Grant Date Fair Value of Stock and Option Awards Granted During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,800,046)      
PEO | Michael Egeck [Member] | Change in Fair Value from Prior Year End to Vesting Date for Awards Granted Prior to Year that Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (2,781,651)      
PEO | Michael Egeck [Member] | Fair Value of Awards Granted Prior to Year that were Forfeited During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,505,562)      
Non-PEO NEO | Grant Date Fair Value of Stock and Option Awards Granted During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (451,138)      
Non-PEO NEO | Fair Value of Awards Granted During Year that Remain Unvested as of Year End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 200,658      
Non-PEO NEO | 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 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (180,794)      
Non-PEO NEO | Change in Fair Value from Prior Year End to Vesting Date for Awards Granted Prior to Year that Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (81,544)