Management Change/Compensation - Form 8-K

(e) On April 16, 2024, the Compensation and Development Committee (the "Committee") of the Board of Directors of Build-A-Bear Workshop, Inc. (the "Company") adjusted the compensation for each of the Company's executive officers (the "Executive Officers"), other than the President and Chief Executive Officer. At the recommendation of the Committee, the Board of Directors ratified and approved the President and Chief Executive Officer's compensation.

These compensation adjustments included base salary adjustments for the Company's Executive Officers, determination of the 2024 annual bonus program performance objectives, and approval of the 2024 long-term incentive compensation grants, each of which is described below.

2024 Base Salary Adjustments

The adjusted annual base salaries for the Company's Executive Officers are:

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2024 Annual Bonus Program

The Committee established the 2024 performance objectives for the range of cash bonuses that may be paid under the Build-A-Bear Workshop, Inc. Amended and Restated 2020 Omnibus Incentive Plan (the "Omnibus Plan") to each of the Executive Officers in accordance with the terms of the Company's cash bonus program for its Executive Officers (the "Cash Bonus Program"). The "Base Bonus Calculation" for each of the Executive Officers for 2024 is determined by multiplying the 2024 Base Bonus Payout Target (set forth below) by his or her eligible base salary (which excludes items such as relocation allowances, bonuses, stock options exercises, vesting of restricted stock, performance-based long-term cash program payments, and compensation not received during a leave of absence):

The Committee established specific profitability and revenue targets. If the Company achieves at least the threshold consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA"), the Executive Officer will earn between 16.25% and 130% (the "Profitability Percentage of Base Bonus Calculation") of the Base Bonus Calculation. If the Company (i) achieves at least a specified consolidated EBITDA, and (ii) achieves at least the threshold consolidated total revenues, the Executive Officer will earn between 8.75% and 70% (the "Revenue Percentage of Base Bonus Calculation") of the Base Bonus Calculation. The total amount earned cannot exceed 200% of an Executive Officer's Base Bonus Calculation. Consolidated EBITDA and consolidated total revenues results that fall between any of the achievement levels set forth in the Cash Bonus Program will be interpolated between the applicable achievement levels, in the sole discretion of the Committee. This discretion includes the ability to increase or reduce the otherwise applicable Profitability or Revenue Percentage of Base Bonus Calculation for each achievement level.

The foregoing summary of the Cash Bonus Program is qualified in its entirety by reference to the description of such program filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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2024 Long-Term Incentive Compensation

Utilizing market data compiled by the Committee's compensation consultant, the Committee determined the market value of the total long-term incentive program awards ("LTI Market Value") for each Executive Officer, payable pursuant to the terms of the Omnibus Plan. For Sharon John, the President and Chief Executive Officer, the resulting awards were then made 70% in three-year performance-based restricted stock and 30% in time-based restricted stock. For Executive Officers other than the President and Chief Executive Officer, the resulting awards were then made 50% in three-year performance-based restricted stock and 50% in time-based restricted stock. These awards were as follows:

The Target Number of Shares of Three-Year Performance-Based Restricted Stock awarded to the President and Chief Executive Officer was derived by dividing 70% of her LTI Market Value by the closing sale price of the Company's common stock on the New York Stock Exchange on April 16, 2024 and rounding the resulting number to the closest whole number. The Target Number of Shares of Three-Year Performance-Based Restricted Stock awarded to each other Executive Officer was derived by dividing 50% of his or her LTI Market Value by the closing sale price of the Company's common stock on the New York Stock Exchange on April 16, 2024 and rounding the resulting number to the closest whole number. The number of three-year performance-based restricted stock shares, if any, that will be earned by the Executive Officers will be calculated by multiplying the Target Number of Shares of Three-Year Performance-Based Restricted Stock noted in the table above by the Total Earned Percentage (defined below) based on the Company's achievement of profitability and revenue goals for the fiscal 2024-2026. The three-year performance-based restricted stock that is earned, if any, will vest on April 30, 2027.

The Committee established specific profitability and revenue objectives for the fiscal 2024-2026 performance period and assigned a weighting to each objective. Profitability will be measured by the Company's achievement of cumulative consolidated EBITDA goals. Revenue will be measured by the Company's achievement of cumulative consolidated total revenues goals. The Total Earned Percentage ("Total Earned Percentage") of the performance-based stock will be determined by adding the percent of target number of shares for each performance objective based on the Company's achievement level of each performance objective over the three-year period multiplied by the weighting assigned to each objective. For the three-year performance period, the profitability objective will be weighted 65% and the revenue objective will be weighted 35%. Consolidated financial results that fall between any of the established achievement levels will be interpolated between the applicable achievement levels.

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The Number of Shares of Time-Based Restricted Stock awarded to each Executive Officer was derived by dividing 30% of the President and Chief Executive Officer's LTI Market Value or, for the other Executive Officers, 50% of his or her LTI Market Value, by the closing sale price of the Company's common stock on the New York Stock Exchange on April 16, 2024 and rounding the resulting number to the closest whole number that is divisible by three. The time-based restricted stock vests as follows: one-third on April 30, 2025, one-third on April 30, 2026 and one-third on April 30, 2027.

The terms of the 2024 time-based and performance-based restricted stock are as set forth in the relevant portions of the Company's form of Restricted Stock Agreement (the "Award Agreement"). Vesting is accelerated, in certain circumstances, upon a change in control and upon death or termination of employment with the Company due to disability, subject to the terms set forth in the Award Agreement. Time-based restricted stock carries voting and dividend rights from the date of grant; holders of performance-based restricted stock are entitled to voting and dividend rights only upon satisfaction of applicable performance criteria. In both cases, the payment of any such dividends is deferred until the shares to which such dividends are attributable vest.

The summary of the terms of the time-based and performance based restricted stock herein is qualified in its entirety by reference to the terms set forth in the form of the Award Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

The cash bonuses and performance-based restricted stock awards described herein are subject to the Company's Clawback Policy filed as Exhibit 97.1 to this Current Report on Form 8-K and incorporated herein by reference.

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