Academy Sports & Outdoors, Inc. 10-Q

ITEM 5. OTHER INFORMATION Compensation Arrangements of Certain Officers The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company, in consultation with the Committee’s independent compensation consultant, undertook a review of the annual compensation of certain of the Company’s named executive officers. On September 5, 2021, the Committee approved increases to the annual base salary and target annual bonus opportunity of Mr. Mullican, Mr. Johnson, and Ms. Rutherford for fiscal 2021, as follows: (i) for Mr. Mullican, a base salary increase from $570,000 to $675,000 and a target bonus opportunity percentage increase from 100% to 120% of base salary, resulting in a target bonus opportunity increase from $570,000 to $810,000; (ii) for Mr. Johnson, a base salary increase from $527,500 to $577,500 and a target bonus opportunity percentage increase from 100% to 120% of base salary, resulting in a target bonus opportunity increase from $527,500 to $693,000; and (iii) for Ms. Rutherford, a base salary increase from $361,000 to $386,000, resulting in a target bonus opportunity increase from $270,750 to $289,500. These base salary increases are effective as of September 5, 2021. 48 Additionally, on September 7, 2021, the Board, upon the recommendation of the Committee, approved a special onetime restricted stock unit award (each an “Executive Retention Award”) under the Company’s 2020 Omnibus Incentive Plan to Steven P. Lawrence (EVP, Chief Merchandising Officer), Michael P. Mullican (EVP, Chief Financial Officer), Sam J. Johnson (EVP, Retail Operations), and Jamey T. Rutherford (SVP, Omnichannel). The Executive Retention Awards have an effective grant date of the first trading day after the Company’s second quarter fiscal 2021 earnings release date and a grant date fair value of $1,000,000 for Messrs. Lawrence, Mullican and Johnson, respectively, and $750,000 for Ms. Rutherford, and will vest in 50% increments on the second and third anniversaries of the grant date, subject to the executive’s continued employment through the applicable vesting date. The Board and Committee believe that the strategic leadership of Messrs. Lawrence, Mullican and Johnson, and Ms. Rutherford has been a key driver of the Company’s success to date, and that the Executive Retention Awards and the annual base salary and target annual bonus opportunity increases, in combination with other elements of their compensation, provide a market-competitive package designed to reward their strong performance, provides an ongoing motivating incentive to drive results, increase their alignment with stockholders, and retain their services for the Company’s long-term growth. The Executive Retention Awards also reflect the Board’s and the Committee’s desire to increase the proportion of unvested equity ownership held by Messrs. Lawrence, Mullican and Johnson and Ms. Rutherford, particularly in light of the Company’s May 2021 secondary offering that resulted in a change of control event which caused all equity awards granted to them under the Company’s 2011 Unit Incentive Plan to vest in full. 49 ITEM 6. EXHIBITS Exhibit Number Description of Exhibit 10.1 Amendment No. 4, dated May 25, 2021, to the Second Amended and Restated Credit Agreement among Academy, Ltd., as Borrower, Credit Suisse AG, Cayman Islands Branch, as the administrative agent and collateral agent, the several lenders party thereto and the several other parties named therein (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 25, 2021). 31.1* Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Calculation Linkbase Document 101.DEF XBRL Taxonomy Definition Linkbase Document 101.LAB XBRL Taxonomy Label Linkbase Document 101.PRE XBRL Taxonomy Presentation Linkbase Document * Filed herewith ** Furnished herewith The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. 50 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on September 9, 2021 on its behalf by the undersigned, thereto duly authorized. ACADEMY SPORTS AND OUTDOORS, INC. By: /s/ KEN C. HICKS Ken C. Hicks Chairman, President and Chief Executive Officer (principal executive officer) By: /s/ MICHAEL P. MULLICAN Michael P. Mullican Executive Vice President and Chief Financial Officer (principal financial officer) 51