Proxy Statement (SEC Filing - DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒

Check the appropriate box:

Five Below, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Five Below, Inc.

701 Market Street

Suite 300

Philadelphia, PA 19106

Dear Fellow Shareholder:

It is my pleasure to invite you to attend the Annual Meeting of Shareholders of Five Below, Inc. at 9:00 a.m. Eastern Daylight Time on Tuesday, June 15, 2021.

The Annual Meeting will be held as a virtual meeting via live audio webcast. We believe that a virtual meeting will provide meaningful shareholder access and participation and also protect the health and safety of our shareholders, employees, and other stakeholders.

To attend and participate in the Annual Shareholder Meeting, shareholders must register in advance at https://viewproxy.com/fivebelow/2021/ prior to the deadline of 11:59 pm EDT on June 10, 2021. Upon completing registration, eligible participants will receive further instructions via email, including unique links that will allow such eligible participants to access the meeting.

The following pages contain the formal Notice of the Annual Meeting and the Proxy Statement.

At this year's Annual Meeting, you will be asked to elect as directors the four nominees named in the attached Proxy Statement, ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending January 29, 2022 and cast an advisory (non-binding) vote approving the Company's named executive officer compensation.

Your vote is important. Please mark, sign, date, and return the accompanying proxy card or voting instruction form in the postage-paid envelope or instruct us by telephone or via the internet as to how you would like your shares voted. Instructions are included on the proxy card and voting instruction form.

Philadelphia, Pennsylvania

May 6, 2021

Notice of Annual Meeting of Shareholders

To Be Held on June 15, 2021

9:00 a.m. Eastern Daylight Time

To the Shareholders of Five Below, Inc.:

Notice is hereby given that the 2021 Annual Meeting of Shareholders (the 'Annual Meeting') of Five Below, Inc. (the 'Company') will be held as a virtual meeting via live audio webcast:

1. To elect four Class III directors to hold office until the 2024 annual meeting of shareholders and until their respective successors have been duly elected and qualified;

2. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the current fiscal year ending January 29, 2022;

3. To hold an advisory (non-binding) vote to approve the Company's named executive officer compensation; and

4. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

To attend and participate in the Annual Shareholder Meeting, shareholders must register in advance at https://viewproxy.com/fivebelow/2021/ prior to the deadline of 11:59 pm EDT on June 10, 2021. Upon completing registration, eligible participants will receive further instructions via email, including unique links that will allow such eligible participants to access the meeting.

The board of directors has fixed the close of business on April 20, 2021 as the record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

Your vote is important. To be sure your vote counts and assure a quorum, please vote, sign, date and return the enclosed proxy card, or if you prefer, please follow the instructions on the enclosed proxy card for voting by internet or by telephone, whether or not you plan to attend the meeting in person.

Philadelphia, Pennsylvania

May 6, 2021

TABLE OF CONTENTS

We operate on a fiscal calendar widely used by the retail industry that results in a given fiscal year consisting of a 52- or 53-week period ending on the Saturday closest to January 31st of the following year. References to 'fiscal year 2021' or 'fiscal 2021' refer to the period from January 31, 2021 to January 29, 2022, which consists of a 52-week fiscal year. References to 'fiscal year 2020' or 'fiscal 2020' refer to the period from February 2, 2020 to January 30, 2021, which consists of a 52-week fiscal year. References to 'fiscal year 2019' or 'fiscal 2019' refer to the period from February 3, 2019 to February 1, 2020, which is of a 52-week fiscal year. References to 'fiscal year 2018' or 'fiscal 2018' refer to the period from February 4, 2018 to February 2, 2019, which was a 52-week fiscal year.

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PROXY 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 before voting. For information regarding the Company's fiscal 2020 performance, please review the Company's Annual Report to shareholders for the fiscal year ended January 30, 2021. As used herein, 'Five Below,' the 'Company,' 'we,' 'us,' 'our' or 'our business' refers to Five Below, Inc. (collectively with its wholly owned subsidiary), except as expressly indicated or the context otherwise requires.

ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting will be held as a virtual meeting via live audio webcast. We believe that a virtual meeting will provide meaningful shareholder access and participation and also protect the health and safety of our shareholders, employees, and other stakeholders.

To attend and participate in the Annual Shareholder Meeting, shareholders must register in advance at https://viewproxy.com/fivebelow/2021/ prior to the deadline of 11:59 pm EDT on June 10, 2021. Upon completing registration, eligible participants will receive further instructions via email, including unique links that will allow such eligible participants to access the meeting.

If you are a registered or beneficial holder you will be asked during the registration process whether you wish to vote during the meeting. If you so indicate, once your registration is approved, an e-mail will be sent to you that will contain your Virtual Control Number. You will not need the Virtual Control Number to join the meeting, you will only need it if you choose to vote during the meeting.

If you hold your shares beneficially through a bank or broker and you wish to vote during the meeting, you must provide a legal proxy from your bank or broker during registration and you will be assigned a Virtual Control Number. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the 2021 Annual Meeting so long as you demonstrate proof of stock ownership (but will not be able to vote your shares during the meeting). You may only vote during the meeting by e-mailing a copy of your legal proxy to [email protected] in advance of the meeting.

Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at https://viewproxy.com/fivebelow/2021/. During the meeting shareholders will have the opportunity to submit text questions on the matters to be voted on in the meeting by typing questions into the 'Questions' pane of the control panel.

There will be technicians ready to assist you with any technical difficulties you may have accessing the annual meeting live audio webcast. Please be sure to check in by 8:45 a.m. EDT on June 15, 2021, so that any technical difficulties may be addressed before the annual meeting live audio webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email [email protected] or call 866-612-8937.

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SUMMARY VOTING MATTERS

BOARD NOMINEES

The following table provides summary information about each director nominee. At the Annual Meeting, directors will be elected by a majority of votes cast for each director nominee.

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PROXY STATEMENT

FOR 2021 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 15, 2021

This Proxy Statement is being furnished together with our Annual Report for the fiscal year ended January 30, 2021 in connection with the solicitation of proxies for the Annual Meeting of Shareholders of Five Below, Inc. on June 15, 2021 (the 'Annual Meeting'), and any postponements or adjournments of the meeting. On or about May 6, 2021, we will mail to each of our shareholders (other than those who previously requested electronic delivery or previously elected to receive delivery of a paper copy of the proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials via the internet and how to submit a proxy electronically using the internet.

FREQUENTLY ASKED QUESTIONS

When and where will the meeting take place?

The Annual Meeting will be held virtually only, via live audio webcast, on Tuesday, June 15, 2021, at 9:00 a.m. Eastern Daylight Time.

To attend and participate in the Annual Shareholder Meeting, shareholders must register in advance at https://viewproxy.com/fivebelow/2021/ prior to the deadline of 11:59 pm EDT on June 10, 2021. Upon completing registration, eligible participants will receive further instructions via email, including unique links that will allow such eligible participants to access the meeting. During the meeting shareholders will have the opportunity to submit text questions on the matters to be voted on in the meeting by typing questions into the 'Questions' pane of the control panel.

There will be technicians ready to assist you with any technical difficulties you may have accessing the annual meeting live audio webcast. Please be sure to check in by 8:45 a.m. EDT on June 15, 2021, so that any technical difficulties may be addressed before the annual meeting live audio webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email [email protected] or call 866-612-8937.

Why did I receive only a Notice of Internet Availability of Proxy Materials?

As permitted by the Securities and Exchange Commission (the 'SEC'), the Company is furnishing to shareholders its notice of the Annual Meeting (the 'Notice'), this Proxy Statement and the 2020 Annual Report primarily over the internet. On or about May 6, 2021, we will mail to each of our shareholders (other than those who previously requested electronic delivery or previously elected to receive delivery of a paper copy of the proxy materials) a Notice of Internet Availability of Proxy Materials (the 'Notice of Internet Availability') containing instructions on how to access and review the proxy materials via the internet and how to submit a proxy electronically using the internet. The Notice of Internet Availability also contains instructions on how to receive, free of charge, paper copies of the proxy materials. If you received the Notice of Internet Availability, you will not receive a paper copy of the proxy materials unless you request one.

We believe the delivery options that we have chosen will allow us to provide our shareholders with the proxy materials they need, while minimizing the cost of the delivery of the materials and the environmental impact of printing and mailing paper copies.

What is the purpose of this meeting and these materials?

We are providing these proxy materials in connection with the solicitation by our board of directors of proxies to be voted at the Annual Meeting and any adjournments or postponements of the meeting.

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At the Annual Meeting, you will be asked to vote on the following matters:

What are the voting recommendations of the board of directors on these matters?

The board of directors recommends that you vote your shares as follows:

Are all of the Class III directors standing for election to the board of directors at the Annual Meeting?

Yes, all of our Class III directors are standing for re-election.

Who is entitled to vote at the Annual Meeting?

The record date for the Annual Meeting is April 20, 2021. You have one vote for each share of our common stock that you owned at the close of business on the record date, provided that on the record date those shares were either held directly in your name as the shareholder of record or were held for you as the beneficial owner through a bank, broker, or other intermediary. As of that date, there were 55,992,439 shares of common stock outstanding entitled to vote. There is no other class of voting securities outstanding.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Shareholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare, you are considered to be the shareholder of record with respect to those shares, and we have sent the Notice of Internet Availability directly to you. As a shareholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the Annual Meeting.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other intermediary, you are considered to be the beneficial owner of shares held in 'street name,' and the Notice of Internet Availability has been forwarded to you by your bank, broker, or intermediary (which is considered to be the shareholder of record with respect to those shares). As a beneficial owner, you have the right to direct your bank, broker, or intermediary on how to vote and are also invited to attend the Annual Meeting, though you may be required to show a brokerage statement or account statement reflecting your stock ownership as of the record date. Your bank, broker, or intermediary has sent you a voting instruction card for you to use in directing the bank, broker, or intermediary regarding how to vote your shares. However, since you are not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a proxy, executed in your favor, from the holder of record of such shares.

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Most of our shareholders hold their shares through a bank, broker, or other intermediary (that is, in 'street name') rather than directly in their own name.

What options are available to me to vote my shares?

Whether you hold shares directly as the shareholder of record or through a bank, broker, or other intermediary, your shares may be voted at the Annual Meeting by following any of the voting options available to you below:

You may vote via the internet.

You may vote via the telephone.

You may vote by mail. If you received a printed set of the proxy materials, you can submit your proxy or voting instructions by completing and signing the separate proxy card or voting instruction form you received and mailing it in the accompanying prepaid and addressed envelope.

You may vote during the virtual meeting. All shareholders of record may vote at the virtual Annual Meeting.

If you are a registered or beneficial holder you will be asked during the registration process whether you wish to vote during the meeting. If you so indicate, once your registration is approved, an e-mail will be sent to you that will contain your Virtual Control Number. You will not need the Virtual Control Number to join the meeting, you will only need it if you choose to vote during the meeting.

If you hold your shares beneficially through a bank or broker and you wish to vote during the meeting, you must provide a legal proxy from your bank or broker during registration and you will be assigned a Virtual Control Number. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the 2021 Annual Meeting so long as you demonstrate proof of stock ownership (but will not be able to vote your shares during the meeting). You may only vote during the meeting by e-mailing a copy of your legal proxy to [email protected] in advance of the meeting.

Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at https://viewproxy.com/fivebelow/2021/.

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Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance to authorize the voting of your shares at the Annual Meeting to ensure that your vote will be counted if you later are unable to attend.

What if I don't vote for some of the items listed on my proxy card or voting instruction card?

If you properly execute and return your proxy card but do not mark selections, your shares will be voted in accordance with the recommendations of our board of directors. If you indicate a choice with respect to any matter to be acted upon on your proxy card, your shares will be voted in accordance with your instructions.

If you are a beneficial owner and hold your shares in street name through a bank, broker, or other intermediary and do not give voting instructions to the bank, broker, or intermediary, the bank, broker, or other intermediary, as applicable, will determine if it has the discretionary authority to vote on the particular matter. Under applicable rules, brokers have the discretion to vote on routine matters (sometimes referred to as 'broker discretionary voting'), such as the ratification of the selection of accounting firms, but do not have discretion to vote on non-routine matters, such as the election of directors. For instance, if you are a beneficial owner and hold your shares in street name, but do not give your bank, broker, or other intermediary instructions on how to vote your shares with respect to the election of directors, no votes will be cast on your behalf.

If you do not provide voting instructions to your broker, and your broker indicates on its proxy card that it does not have discretionary authority to vote on a particular proposal, your shares will be considered to be 'broker non-votes' with regard to that matter. Proxy cards that reflect a broker non-vote with respect to at least one proposal to be considered at the Annual Meeting (so long as they do not apply to all proposals to be considered) will be considered to be represented for purposes of determining a quorum but generally will not be considered to be entitled to vote with respect to that proposal. Broker non-votes are not counted as votes cast in the tabulation of the voting results with respect to proposals that require a majority of the votes cast and therefore will have the same effect as an abstention.

How is a quorum determined?

The representation, in person or by proxy, of holders entitled to cast at least a majority of the votes entitled to be cast at the Annual Meeting constitutes a quorum at the Annual Meeting. Abstentions, broker votes and broker non-votes (only when accompanied by broker votes with respect to at least one matter at the meeting) are considered present and entitled to vote for purposes of establishing a quorum for the transaction of business at the Annual Meeting. If a quorum is not present by attendance at the Annual Meeting or represented by proxy, the shareholders present by attendance at the meeting or by proxy may adjourn the Annual Meeting, until a quorum is present. If a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each shareholder of record entitled to vote at the meeting.

What vote is required to approve each proposal at the Annual Meeting?

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With respect to Proposal No. 1, you may vote FOR, AGAINST or ABSTAIN with respect to each director nominee. Any nominees receiving more FOR votes than AGAINST votes with respect to such nominee will be elected. Proxies may not be voted for more than three directors and shareholders may not cumulate votes in the election of directors.

With respect to Proposals Nos. 2 and 3, you may vote FOR, AGAINST or ABSTAIN.

If you abstain from voting on any of these matters, your shares will be counted as present and entitled to vote on that matter for purposes of establishing a quorum, but will not be counted for purposes of determining the number of votes cast.

Can I change my vote or revoke my proxy?

Yes. Any shareholder of record has the power to change or revoke a previously submitted proxy at any time before it is voted at the Annual Meeting by:

For shares held in street name, you may revoke any previous voting instructions by submitting new voting instructions to the bank, broker, or intermediary holding your shares by the deadline for voting specified in the voting instructions provided by your bank, broker, or intermediary. Alternatively, if your shares are held in street name and you have obtained a legal proxy from the bank, broker, or intermediary, giving you the right to vote the shares at the Annual Meeting, you may revoke any previous voting instructions by attending the Annual Meeting and voting during the meeting.

Are there other matters to be voted on at the Annual Meeting?

We do not know of any other matters that may come before the Annual Meeting other than Proposals 1, 2 and 3 included herein. If any other matters are properly presented at the Annual Meeting, the persons named as proxies in the enclosed proxy card intend to vote or otherwise act in accordance with their judgment on the matter.

Is a list of shareholders available?

The names of shareholders of record entitled to vote at the Annual Meeting will be available for review by shareholders at the Annual Meeting.

Where can I find the voting results?

Preliminary voting results will be announced at the Annual Meeting, and final voting results will be reported in a Current Report on Form 8-K, which we will file with the SEC within four business days following the Annual Meeting.

Who is soliciting proxies, how are they being solicited, and who pays the cost?

The solicitation of proxies is being made on behalf of our board of directors and we will bear the costs of the solicitation. This solicitation is being made by mail and through the internet, but also may be made by telephone

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or in person. We will reimburse brokerage firms and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to shareholders and obtaining their votes. In addition, we have retained Okapi Partners LLC to assist in the solicitation of proxies at a solicitation fee of $10,000, plus related reasonable out-of-pocket expenses.

What do I need to do if I intend to attend the virtual Annual Meeting?

Attendance at the Annual Meeting will be limited to shareholders as of the record date or their duly-appointed proxies.

To attend and participate in the Annual Shareholder Meeting, shareholders must register in advance at https://viewproxy.com/fivebelow/2021/ prior to the deadline of 11:59 pm EDT on June 10, 2021. Upon completing registration, eligible participants will receive further instructions via email, including unique links that will allow such eligible participants to access the meeting.

There will be technicians ready to assist you with any technical difficulties you may have accessing the annual meeting live audio webcast. Please be sure to check in by 8:45 a.m. EDT on June 15, 2021, so that any technical difficulties may be addressed before the annual meeting live audio webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email [email protected] or call 866-612-8937.

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BOARD OF DIRECTORS

Our bylaws provide that the number of members of our board of directors shall be determined by our board from time to time. The number of members of our board is currently ten and is divided into three classes with staggered three-year terms.

On September 29, 2020, the board of directors increased its size from nine to ten members. Zuhairah Scott Washington was elected as a Class III director, upon the recommendation of the board's nominating and corporate governance committee to fill the new directorship created by the increase to the size of the board. Mrs. Washington was designated to serve the remainder of the Class III term which expires at the upcoming annual meeting of shareholders. The board also appointed Mrs. Washington to serve as a member of the nominating and corporate governance committee.

Unless otherwise specified in the proxy, the shares voted pursuant thereto will be cast for each of Messrs. Lathi, Markee and Vellios, and Mrs. Washington. If, for any reason, at the time of election any of the nominees named should decline or be unable to accept his or her nomination or election, it is intended that such proxy will be voted for a substitute nominee, who would be recommended by our board of directors. Our board of directors, however, has no reason to believe that any of the nominees will be unable to serve as a director.

The following biographical information is furnished as to each nominee for election as a director and each of the current directors.

Nominees for Election to the Board of Directors Continuing in Office for a Term Expiring at the 2024 Annual Meeting

Dinesh S. Lathi. Mr. Lathi, 50, has served as a director since March 2018. Mr. Lathi served as President and Chief Executive Officer of Tailored Brands, Inc., a leading specialty retailer of men's suits and formalwear, from March 2019 to March 2021. He joined Tailored Brands' board of directors in March 2016, and served as its Non-Executive Chairman from April 2017 to August 2018, and its Executive Chairman from August 2018 to March 2019. In August 2020 Tailored Brands, Inc. filed for Chapter 11 bankruptcy protection and, under Mr. Lathi's leadership, emerged from such protection in December 2020. Previously, he was the Chief Executive Officer of One Kings Lane, a digital home decor shopping platform, from 2014 to 2016, where he also served as the Chief Operating Officer and Chief Financial Officer from 2011 to 2014. Prior to One Kings Lane, Mr. Lathi was a Vice President at eBay, a global online marketplace, where he managed several key areas, including Buyer & Seller Experience. Mr. Lathi's 20 plus years of leadership experience in the technology and consumer space led to the conclusion that he should serve as a director of Five Below.

Richard L. Markee. Mr. Markee, 67, has served as a director since May 2016. Previously, Mr. Markee served in various leadership positions at Vitamin Shoppe, Inc., including as Non-Executive Chairman from January 2016 to June 2016 and from April 2007 to September 2009, Executive Chairman from April 2011 to January 2016 and Chief Executive Officer and Chairman of the Board from September 2009 to April 2011. He held senior management positions at Toys 'R' Us, Inc. from 1998 through November 2006, including Vice Chair of Toys 'R' Us, Inc. and President of the Babies 'R' Us and the Toys 'R' Us U.S. and international operation divisions from August 2004 through November 2006. Mr. Markee previously served as a director of Collective Brands, Inc., The Sports Authority, Inc., Dorel Industries and Toys 'R' Us. Mr. Markee's extensive experience in the retail industry led to the conclusion that he should serve as a director of Five Below.

Thomas G. Vellios. Mr. Vellios, 66, is the co-founder of Five Below and has served as our Chairman since June 2018, our Executive Chairman from February 2015 until June 2018, and as one of our directors since our incorporation in 2002. Mr. Vellios previously served as our Chief Executive Officer from 2002 until January 31, 2015. Mr. Vellios also served as our President from 2005 until June 2014. Previously, Mr. Vellios served as President, Chief Executive Officer and a director of Zany Brainy, Inc. Prior to joining Zany Brainy, Mr. Vellios

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served as Senior Vice President, General Merchandise Manager at Caldor, a regional discount chain and a division of the May Company. Mr. Vellios' 25 plus years of experience in the specialty, department store and discount retail industry, his experience with the management, operations and finance of a retail business, and his knowledge of the Company as a founder led to the conclusion that he should serve as a director of Five Below.

Zuhairah S. Washington. Mrs. Washington, 43, has served as a director since September 2020. Mrs. Washington is currently the SVP and Global Head of Strategic Partners, Lodging and Vacation Rentals at Expedia Group, whose brands include Expedia, Hotels.com, Orbitz and VRBO. Prior to joining Expedia, Mrs. Washington was at Egon Zehnder, a global management consulting and executive search firm, and Uber, where she grew businesses from startup to scale and ran one of the top five U.S. markets. She also founded Kahnoodle, which was named to Entrepreneur Magazine's 100 Brilliant Companies of 2012. Mrs. Washington currently serves as a director of Olo, the leading on-demande-commerce platform for the restaurant industry. Mrs. Washington earned a joint graduate degree: a JD from Harvard Law School and an MBA from Harvard Business School, and graduated magna cum laude from UCLA with a BA in political science and public policy. In March of 2020, she was named as one of the 100 Most Influential Black Executives in Corporate America by Savoy Magazine. Mrs. Washington's senior leadership experience with large-scale, growing technology companies led to the conclusion that she should serve as a director of Five Below.

Members of the Board of Directors Continuing in Office for a Term Expiring at the 2022 Annual Meeting

Catherine E. Buggeln. Ms. Buggeln, 60, has served as a director since March 2015. Ms. Buggeln has been a consultant to various retailers since 2004. From 2012 to 2018, Ms. Buggeln provided advisory services to Irving Place Capital Management, L.P., a private equity firm focused on making equity investments in middle-market companies. Ms. Buggeln formerly served as the Senior Vice President of Strategic Planning and New Business Development at Coach, Inc., a leading marketer of modern classic American accessories, from 2001 to 2005. Ms. Buggeln currently serves as Lead Director of Ascena Retail Group, Inc., where she serves on the compensation and leadership and corporate governance committees. She serves as a director on the boards of two private equity owned companies, Noble Biomaterials, Inc. and Scoop Holdings (cabi). She also previously served as a director of The Timberland Company in 2011 and the Vitamin Shoppe from 2009 to 2017. Ms. Buggeln's extensive experience in the retail industry, in both managerial and director roles, led to the conclusion that she should serve as a director of Five Below.

Michael F. Devine, III. Mr. Devine, 62, has served as a director since March 2013. Mr. Devine is the former Executive Vice President and Chief Financial Officer of Coach, Inc. Mr. Devine served as Chief Financial Officer at Coach, Inc. since December 2001 and Executive Vice President and Chief Financial Officer since August 2007 until his retirement in August 2011. Mr. Devine currently serves as the Chairman of the Board of Deckers Outdoor Corporation, and also serves as a director of Express, Inc., where he serves on the audit committee. Mr. Devine previously served as a director and member of the audit committee of Nutrisystem, Inc. and as a director of Talbots and Sur La Table. Mr. Devine's extensive experience in the retail industry, as both an executive officer and director, led to the conclusion that he should serve as a director of Five Below.

Ronald L. Sargent. Mr. Sargent, 65, has served as a director since 2004. Mr. Sargent served as the Chief Executive Officer of Staples, Inc., an office supply company, from 2002 to June 2016 and as Chairman of its board of directors from 2005 to January 2017. Mr. Sargent currently serves as a director of Wells Fargo & Co., where he serves as the Chairman of the human resources committee and as a member of the governance and nominating committee and the audit committee, and The Kroger Co., where he serves as Lead Director, Chairman of the governance committee and as a member of the audit and public responsibilities committees. Mr. Sargent previously served as a director of The Home Depot, Inc. and Mattel, Inc. Mr. Sargent's experience as an executive officer and director of Staples, Inc. as well as his extensive experience in the retail industry led to the conclusion that he should serve as a director of Five Below.

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Members of the Board of Directors Continuing in Office for a Term Expiring at the 2023 Annual Meeting

Joel D. Anderson. Mr. Anderson, 56, has served as a director since February 2015, when he was appointed to serve as our President and Chief Executive Officer. Prior to becoming our President and Chief Executive Officer, Mr. Anderson was our President and Chief Operating Officer from July 2014 through January 2015. Prior to joining Five Below, Mr. Anderson served as President and Chief Executive Officer of Walmart.com from 2011 until 2014 and as the divisional Senior Vice President of the Northern Plains division of Walmart, Inc., a global retailer, from 2010 to 2011. Prior to joining Walmart, Mr. Anderson was President of the retail and direct business units for Lenox Group, Inc. and served in various executive positions at Toys 'R' Us Inc. over a 14-year period. Mr. Anderson currently serves as a director of Sprouts Farmers Market where he serves on the audit committee. Mr. Anderson's experience in the retail industry as well as his position as our President and Chief Executive Officer led to the conclusion that he should serve as a director of Five Below.

Kathleen S. Barclay. Ms. Barclay, 65, has served as a director since March 2015. Ms. Barclay served as the Senior Vice President of Human Resources for The Kroger Co., a $100 billion grocery supermarket company, from 2009 until her retirement in 2016. Prior to joining The Kroger Co., Ms. Barclay served in many leadership roles at General Motors Corporation, a multinational automotive corporation, from 1985 to 2010, including Vice President of Global Human Resources from 1998 to 2009. Ms. Barclay currently serves as a director of Kontoor Brands where she serves on the talent & compensation and governance committees. Ms. Barclay's senior leadership experience with a large-scale, growing retailer led to the conclusion that she should serve as a director of Five Below.

Thomas M. Ryan. Mr. Ryan, 68, has served as a director since 2011. In 2011, Mr. Ryan became an operating partner of Advent International Corporation as a part of its Operating Partner Program. Prior to joining our board of directors, Mr. Ryan served as the Chairman of the board of directors, President and Chief Executive Officer of CVS Caremark Corporation, now CVS Health, a retail pharmacy and healthcare corporation, until he retired in 2011. Mr. Ryan became the Chief Executive Officer of CVS Corporation in 1998 and he also served as the Chairman of the board of directors of CVS Corporation from 1999 to 2007. Mr. Ryan also served as the Chairman of CVS Health's board of directors from 2007 to 2011. Mr. Ryan currently serves as a director of PJT Partners and previously served as a director of Bank of America Corporation, Yum! Brands, Inc. and Vantiv, Inc. Mr. Ryan's experience in the retail industry, as both an executive officer and director of a large retail company, led to the conclusion that he should serve as a director of Five Below.

In addition to the information presented above regarding each director's specific experiences, qualifications, attributes and skills, we believe that all of our directors have a reputation for integrity and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to us and our board. Finally, we value our directors' experience on other company boards and board committees.

There are no family relationships among any of our directors or executive officers.

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Summary of Qualifications of Director Nominees

The table below summarizes the specific qualifications, attributes, skills and experience of each director nominee that led our board of directors to conclude that the nominee is qualified to serve on our board of directors. While each director nominee is generally knowledgeable in each of these areas, an 'X' in the chart below indicates that the item is a specific qualification, attribute, skill or experience that the nominee brings to our board of directors. The lack of an 'X' for a particular item does not mean that the nominee does not possess that qualification, attribute, skill or experience.

Board Composition

Our business and affairs are managed under the direction of our board of directors, which currently consists of ten members. Our articles of incorporation and bylaws provide that our board of directors will consist of a number of directors, not less than three nor more than eleven, to be fixed exclusively by resolution of the board of directors.

Our articles of incorporation provide for a staggered, or classified, board of directors consisting of three classes of directors, each serving staggered three-year terms, which is constituted as follows:

Upon expiration of the term of a class of directors, directors for that class will be elected for a three-year term at the annual meeting of shareholders in the year in which that term expires. Each director's term continues

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until the election and qualification of his or her successor, or his or her earlier death, resignation, retirement, disqualification or removal. Any vacancies on our board of directors will be filled only by the affirmative vote of a majority of the directors then in office. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

In order to further deepen the experience of our board, in particular with respect to branding and technology, in September 2020 the board of directors increased its size from nine to ten members and elected Mrs. Washington as a Class III director, upon the recommendation of the board's nominating and corporate governance committee, to fill the new directorship created by the increase to the size of the board.

We believe that our board of directors' classified structure provides enhanced continuity and stability in the board's business strategies and policies. Under the current system, after each election, at least two-thirds of the board will have had prior experience and familiarity with our business, which is beneficial for long-term strategic planning and oversight of the Company's operations. We believe that maintaining a classified board structure balances the need for shareholders to express their opinion on the board's performance with the need for our directors to focus on the Company's long-term success and maximize value for shareholders. The classification of our board of directors will make it more difficult for a third party to acquire control of us in a transaction not approved by our board of directors.

Director Independence

Our board of directors observes all applicable criteria for independence established by The NASDAQ Stock Market LLC and other governing laws and applicable regulations. No director will be deemed to be independent unless our board of directors determines that the director has no relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Messrs. Devine, Lathi, Markee, Ryan and Sargent and Mses. Barclay, Buggeln and Washington are independent as defined under the corporate governance rules of The NASDAQ Stock Market LLC. Of these independent directors, our board has determined that: (i) Messrs. Devine, Lathi, Markee and Sargent, who comprise our audit committee; (ii) Mses. Barclay and Buggeln and Messrs. Lathi, Markee and Ryan, who comprise our compensation committee; and (iii) Mses. Barclay, Buggeln and Washington and Mr. Sargent, who comprise our nominating and corporate governance committee, each satisfy the independence standards for those committees established by the applicable rules and regulations of the SEC and The NASDAQ Stock Market LLC.

Board Leadership Structure and Board's Role in Risk Oversight

Our board of directors has no policy with respect to the separation of the offices of Chief Executive Officer and Chairman of the board of directors. It is the board of directors' view that rather than having a rigid policy, the board of directors, with the advice and assistance of the nominating and corporate governance committee, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be separate. Currently, our leadership structure separates the offices of Chief Executive Officer and Chairman of the board of directors with Mr. Anderson serving as our Chief Executive Officer and Mr. Vellios serving as non-executive Chairman of the board. We believe this is appropriate as it provides Mr. Anderson with the ability to focus on our day-to-day operations while allowing Mr. Vellios to lead our board of directors in its fundamental role of providing advice to and oversight of management.

Our board of directors plays an active role in overseeing management of our risks. Our board of directors regularly reviews information regarding our credit, liquidity and operations, as well as the risks associated with each. Our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our audit committee oversees management of financial risks. Our nominating and corporate governance committee is responsible for managing risks associated with the

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independence of the board of directors. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full board of directors keeps itself regularly informed regarding such risks through committee reports and otherwise.

Our board of directors, itself and through its Nominating and Corporate Governance Committee, also plays an active role in monitoring and motivating the Company's environmental social and governance ('ESG') initiatives. For more information please see the section titled 'Environmental Social & Governance Initiatives' below.

Since the beginning of the COVID-19 crisis, our board has also been actively engaged with Company management on ongoing monitoring of the risk related to COVID-19. For more information please see the section titled 'Our Response to COVID-19' under the 'Compensation Discussion and Analysis' below.

Compensation Risk Analysis

The compensation committee is aware that compensation arrangements, if not properly structured, may encourage inappropriate risk-taking. In designing our compensation programs, the compensation committee seeks to mitigate such risk by providing a meaningful portion of total compensation in the form of equity incentives that are earned over multiple years to encourage an appropriately long-term focus.

Stock Ownership Guidelines

The compensation committee approved the implementation of formal stock ownership guidelines for our management team, which we adopted in June 2017. Pursuant to the guidelines, each of the Company's executives with a title of Senior Vice President and above is required to own shares of our common stock having an aggregate fair market value equal to or greater than the following (each as measured with reference to the base salary payable to each executive in the immediately preceding calendar year):

For purposes of the guidelines, the base salary payable will include any base salary payable in a given calendar year (even if the payment of which is deferred to a later calendar year), and the value of shares or other property received in lieu of base salary in a given calendar year.

Executives serving at the time the guidelines were adopted in June 2017 have until June 2022 to attain the specified level of equity ownership. Any executive hired following the adoption of the guidelines will have five years from the date of hire to attain the specified level of equity ownership.

For purposes of the guidelines, an executive's holdings include: shares held outright by the executive; vested restricted shares and shares subject to vested but unsettled restricted stock units (regardless of vesting terms) held by the executive; unvested restricted stock units (time-vested only) held by the executive; with respect to any unexercised stock option (both vested and unvested) held by the executive, a number of shares equal to: (x) the then current 'spread' of that option (i.e., the difference between the aggregate fair market value of the subject shares minus the aggregate exercise price of the option), divided by (y) the then current fair market value per share of the Company's common stock; and, in the discretion of the compensation committee, shares otherwise beneficially owned by the executive. Our board of directors may waive compliance with the guidelines

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on a case by case basis, but it is anticipated that waivers will be rare and in the event of such a waiver, the board of directors will develop alternative ownership guidelines that reflect the intent of these guidelines and executive's personal circumstances.

We note that our Named Executive Officers already maintain an equity position in the Company, through direct stock ownership and/or outstanding stock option and restricted stock unit awards that they hold. We believe that this ownership position as well as the implementation of formal guidelines provide significant incentives to ensure that the management team's actions, and the actions of all those reporting to them, are focused on the creation of sustainable shareholder value and the avoidance of excessive risk.

Clawback Policies

Historically, certain of the Company's restricted stock unit awards have been subject to rescission, cancellation or recoupment to the extent that the Company was required to restate its financial statements, in situations where the vesting of the restricted stock units was calculated based upon, or contingent on, the achievement of financial or operating results that were the subject of or affected by the restatement, and the extent of vesting of the restricted stock units would have been less had the financial statements been correct in the first instance. The intended effect of these 'clawback' provisions is to put the affected grantee in the same position relative to vesting of the restricted stock units as he or she would have been in had the financial statements been correct at the time of the original vesting. Since June 2016, awards made under the Company's cash and equity incentive plans are generally made subject to rescission, cancellation or recoupment, in whole or in part, under any current or future 'clawback' or similar policy of the Company that is applicable to the Participant.

In addition, in March 2020, our Board, with the recommendation of our compensation committee, adopted a formal clawback policy. The policy generally provides that the compensation committee may, in its discretion, seek to recover incentive compensation erroneously awarded during the prior three years to our executive officers in two scenarios. Firstly, the compensation committee may seek to clawback such compensation if the Company restates its financial statements to correct a material error. Secondly, the compensation committee may seek to clawback such compensation, if, as a result of an executive officer's fraud or misconduct, materially inaccurate calculations were used for a performance-based metric applicable to his or her incentive compensation. The clawback policy is administered by the compensation committee, which has the sole discretion in making all determinations under the clawback policy, including the method for recovering erroneously awarded compensation.

Restrictions on Hedging and Pledging

The Company considers it inappropriate for those employed by or associated with the Company to engage in certain transactions related to the Company's securities which could result in their interests no longer being aligned with the same interests and objectives as other shareholders of the Company. Therefore, as part of our insider trading policy, we impose certain restrictions on these individuals relating to short-sales of Company securities, transactions in derivatives of Company securities, and the hedging and pledging of Company securities.

The restrictions apply to all directors, officers, employees, and consultants of the Company ('service providers') as well as family members and any others that reside with a service provider. Family members who do not reside with a service provider are subject to the restrictions if a service provider directs, influences or controls their transactions in Company securities. This includes, for example, parents or children of a service provider who consult with the service provider regarding their trades (collectively, the 'covered persons').

Short Sales. Short sales of Company securities by covered persons (sales of securities that are not then owned), including any 'sale against the box' (a sale with delayed delivery), are prohibited.

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Transactions in Derivatives. Transactions in derivatives of the Company's securities, including puts, calls and publicly traded options, are also prohibited.

Hedging. Hedging transactions involving the Company's securities privately, on an exchange or in any other organized market is prohibited.

Pledging. Pledging the Company's securities as collateral for indebtedness or for any other reason is prohibited.

Margin Accounts. Purchasing the Company's securities on margin (borrowing from a brokerage firm, bank or other entity) is prohibited.

Committees of the Board of Directors

The standing committees of our board of directors include: the audit committee, the compensation committee and the nominating and corporate governance committee. The composition and responsibilities of each standing committee are described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors. Current copies of the charters for each of these committees are available on our website at http://investor.fivebelow.com, under the 'Governance' section.

Audit Committee

Our audit committee oversees our corporate accounting and financial reporting process. The audit committee has the following responsibilities, among other things, as set forth in the audit committee charter:

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Our audit committee consists of Messrs. Devine, Lathi, Markee and Sargent. Mr. Devine has served as Chairman of the audit committee since March 2013. All of the members of the audit committee are independent for purposes of serving on the audit committee and meet the requirements for financial literacy under the applicable rules and regulations of the SEC and The NASDAQ Stock Market LLC. Our board has determined that Messrs. Devine, Lathi, Markee and Sargent are audit committee financial experts as defined under the applicable rules of the SEC and have the requisite financial sophistication defined under the applicable rules of The NASDAQ Stock Market LLC.

Compensation Committee

Our compensation committee reviews and recommends policies relating to compensation and benefits of our officers and employees. The compensation committee has the following responsibilities, among other things, as set forth in the compensation committee's charter:

Our compensation committee consists of Mses. Barclay and Buggeln and Messrs. Lathi, Markee and Ryan. Mr. Ryan has served as Chairman of the compensation committee since March 2013. All of the members of the compensation committee are independent under applicable rules and regulations of the SEC and The NASDAQ Stock Market LLC. The compensation committee has the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the compensation committee may deem appropriate in its sole discretion.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee is responsible for making recommendations regarding candidates for directorships and the size and composition of our board, as well as overseeing the Company's significant strategies, programs, policies and practices relating to sustainability and corporate responsibility. Among other matters, the nominating and corporate governance committee is responsible for the following as set forth in the nominating and corporate governance committee charter:

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Our nominating and corporate governance committee consists of Mses. Barclay, Buggeln and Washington and Mr. Sargent. Mr. Sargent has served as Chairman of the nominating and corporate governance committee since March 2013. It is expected that Ms. Barclay will be appointed to serve as Chair of the committee beginning in June 2021. All of the members of the nominating and corporate governance committee are determined to be independent under applicable rules and regulations of the SEC and The NASDAQ Stock Market LLC.

Meetings and Attendance

During fiscal 2020, there were 16 meetings of the board of directors, 8 meetings of the audit committee, 4 meetings of the compensation committee and 2 meetings of the nominating and corporate governance committee. Each of our directors attended at least 75% of the aggregate meetings of the board of directors and the committees of the board of directors on which they served during fiscal 2020. In addition, the independent directors meet in executive session at least twice per year without the presence of management. The Chairman of the nominating and corporate governance committee chairs these executive sessions of independent directors.

Our board of directors expects its members to attend the annual meetings of shareholders. All of our directors attended the 2020 annual meeting of shareholders. The Company expects that all of its directors will attend this year's Annual Meeting.

Director Compensation

In fiscal 2020, we engaged Meridian Compensation Partners, LLC ('Meridian'), the compensation committee's independent advisor, to review the competitiveness of compensation provided to the board. Following this review, the compensation committee determined that no changes were required to 2019 non-employee director pay levels. Accordingly, in fiscal 2020, each of our non-employee directors was entitled to the following pursuant to our Compensation Policy for Non-Employee Directors

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Each non-employee director has the option to receive some or all of his or her cash retainer in the form of shares of our common stock. Directors do not receive a fee for attending meetings, but they are entitled to reimbursement of travel expenses relating to their service.

Voluntary Pay Reductions Due to COVID-19

As a result of the COVID-19 outbreak, we closed all of our stores on March 19, 2020 and our stock had experienced a significant price decline. Although select stores began to reopen in late April and early May as permitted by local, state and federal guidelines, our board of directors decided to voluntarily forego the receipt of all cash retainer fees for the first quarter of fiscal 2020.

The following table sets forth information on the compensation of all our non-employee directors for fiscal 2020:

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Our non-employee directors are subject to Stock Ownership Guidelines. Pursuant to the guidelines, each non-employee director is required to own shares of our common stock having an aggregate fair market value equal to or greater than five times the highest annual cash retainer payable to a non-employee director in the preceding calendar year pursuant to the Compensation Policy for Non-Employee Directors. For purposes of the guidelines, the highest annual cash retainer will include any cash retainer payable in a given calendar year (even if the payment of which is deferred to a later calendar year) and the value of shares or other property received in lieu of a cash retainer in a given calendar year.

Any non-employee director elected following the adoption of the guidelines will have five years from the date of such election to attain the specified level of equity ownership. Compliance with the Stock Ownership Guidelines is measured annually on the first trading day of each calendar year, using the closing price of the Company's common stock on that day. As of January 4, 2021, all non-employee directors for whom the Stock Ownership Guidelines were effective were in compliance.

For purposes of the guidelines, a non-employee director's holdings include: shares held outright by the non-employee director; vested restricted shares and shares subject to vested but unsettled restricted stock units held by the non-employee director; and, in the discretion of the compensation committee, shares otherwise beneficially owned by the non-employee director. Our board of directors may waive compliance with the guidelines on a case by case basis, but it is anticipated that waivers will be rare and in the event of such a waiver, the board of directors will develop alternative ownership guidelines that reflect the intent of these guidelines and the non-employee director's personal circumstances.

Compensation Committee Interlocks and Insider Participation

During fiscal 2020, Mses. Barclay and Buggeln and Messrs. Lathi, Markee and Ryan served as members of the compensation committee. We have indemnification agreements with each of our directors, including Mses. Barclay and Buggeln and Messrs. Lathi, Markee and Ryan, which provide such directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under Pennsylvania law. See 'Certain Relationships and Related Party Transactions' for more information.

None of these individuals was at any time an officer or an employee of Five Below. In addition, none of our executive officers currently serves, or in fiscal 2020 served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Communications with the Board of Directors

Shareholders may initiate in writing any communication with our board of directors or any individual director by sending the correspondence to our Corporate Secretary, c/o Five Below, Inc., 701 Market Street, Suite

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300, Philadelphia, Pennsylvania 19106. This centralized process assists our board of directors in reviewing and responding to shareholder communications in an appropriate manner. Any communication should not exceed 500 words in length and must be accompanied by the following information:

All communications that comply with the above procedural requirements will be relayed to the appropriate member of the board of directors. We will not forward any communications:

Director Nomination Process

Minimum Qualifications of Directors

The nominating and corporate governance committee of the board of directors is responsible for facilitating director assessments, identifying skills and expertise that candidates should possess, and screening, selecting and recommending candidates for approval by the board of directors. The nominating and corporate governance committee may solicit recommendations for nominees from other members of the board and management. Our nominating and corporate governance committee may also retain professional search firms to identify candidates. The nominating and corporate governance committee seeks to identify as candidates for director persons with a reputation for and record of integrity and good business judgment. The nominating and corporate governance committee considers the nature of the expertise and experience required for the performance of the duties of a director of the Company, and such matters as the candidate's relevant business and industry experience, professional background, age, current employment, community service and other board service.

At a minimum, each director will be expected to:

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In addition, the committee may consider the following criteria, among others the committee shall deem appropriate, in recommending candidates for election to the board of directors:

Due consideration will be given to the board's overall balance of diversity of perspectives, backgrounds and experiences (including, without limitation, gender, racial and ethnic diversity).

If the committee decides, on the basis of its preliminary review of a candidate, to proceed with further consideration of a candidate, the committee will assemble information concerning the background and qualifications of the candidate. The committee may solicit the views of the Company's senior management and other members of the board of directors regarding the qualifications and suitability of candidates. A member or members of the committee will then interview the candidate. The committee may also elect to contact other sources as it deems appropriate to solicit additional information on the candidate. Based on all available information and relevant considerations, the committee will select a candidate who, in the view of the committee, is most suited for membership on the board.

Shareholder Nominations of Directors and Other Business

Our bylaws provide procedures by which a shareholder may nominate individuals for election to our board of directors at any meeting of shareholders or bring business before an annual meeting of shareholders. A shareholder desiring to nominate a director for election to our board of directors, or to bring any other proper business before an annual meeting of shareholders, should deliver a written notice to our Corporate Secretary at our principal executive offices at 701 Market Street, Suite 300, Philadelphia, Pennsylvania 19106, no later than the 60^th day nor earlier than the 90^th day prior to the first anniversary of the preceding year's annual meeting of shareholders. In the event that the date of the annual meeting of shareholders is more than 30 days before or more than 60 days after the anniversary of the preceding year's annual meeting of shareholders, notice by the shareholder must be so received not earlier than the 90^th day prior to the annual meeting of shareholders and not later than the later of the 60^th day prior to the annual meeting of shareholders or the 15^th day following the day on which public announcement of the date of the meeting is first made by the Company. In the event that a special meeting of shareholders is called at which directors are to be elected pursuant to the notice of that meeting, a shareholder desiring to nominate a director for election to our board of directors at that meeting should deliver a notice to our Corporate Secretary at our principal executive offices at 701 Market Street, Suite 300, Philadelphia, Pennsylvania 19106, not later than the later of the 60^th day prior to that meeting or the 15^th day after the public announcement of the date of the meeting and of the nominees proposed by the board to be elected at such meeting nor earlier than the 90^th day prior to that special meeting.

A shareholder's notice shall set forth:

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Candidates proposed by shareholders in accordance with the procedures set forth in the Company's bylaws will be considered by the committee under criteria similar to the evaluation of other candidates set forth above in 'Minimum Qualifications of Directors,' except that the committee may consider, as one of the factors in its evaluation of shareholder recommended nominees, the size and duration of the interest of the recommending shareholder or shareholder group in the equity of the Company. The committee may also consider the extent to which the recommending shareholder intends to continue holding its interest in the Company.

Code of Business Conduct and Ethics

Our code of business conduct and ethics applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics is available on our website at http://investor.fivebelow.com, under the 'Governance' section. Disclosure regarding any amendments to the code, or any waivers of its requirements for an executive officer or director, will be included in a current report on Form 8-K within four business days following the date of the amendment or waiver, unless posting such information on our website will then satisfy the rules of The NASDAQ Stock Market LLC.

Corporate Governance Guidelines

Our board of directors has adopted corporate governance guidelines that serve as a flexible framework within which our board of directors and its committees operate. These guidelines cover a number of areas including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the Chairman of the board and the Chief Executive Officer, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines is available on our website at http://investor.fivebelow.com, under the 'Governance' section.

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Our Purpose and Environmental Social & Governance Initiatives

Five Below is a purpose driven organization strongly rooted in 'The Five Below Way' and our five core values which guide every day.

In connection with our strong foundational purpose and values, management, at the direction and subject to the oversight of our board of directors and its nominating and corporate governance committee, is engaged in an ongoing effort to continually evaluate and improve in the areas of environmental, social and governance ('ESG') matters.

In the past year the Company has taken a variety of initial steps forward as it embarks on its ESG journey:

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The Company's progress on ESG initiatives to date is summarized on our website at http://investor.fivebelow.com, under the 'Governance' section.

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AUDIT COMMITTEE REPORT

The audit committee of the board of directors assists the board of directors in performing its oversight responsibilities for our financial reporting process and audit process as more fully described in the audit committee's charter. Management has the primary responsibility for the financial statements and the reporting process. Our independent registered public accounting firm is responsible for performing an independent audit of our financial statements and internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) and to issue reports thereon.

In the performance of its oversight function, the audit committee reviewed and discussed our audited financial statements and reporting process for the fiscal year ended January 30, 2021, including internal controls over financial reporting, with management and with our independent registered public accounting firm. In addition, the audit committee discussed with our independent registered public accounting firm the matters required to be discussed by the Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit Committees. The audit committee has also received and reviewed the written disclosures and the letter from our independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the accounting firm's communications with the audit committee concerning independence and has discussed with our independent registered public accounting firm that firm's independence and considered whether any non-audit services provided by the independent registered public accounting firm are compatible with maintaining its independence.

Based on the review and discussions with management and our independent registered public accounting firm described above, the audit committee recommended to the board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended January 30, 2021 filed with the SEC.

Audit Committee

Michael F. Devine, III, Chairman

Dinesh S. Lathi

Richard L. Markee

Ronald L. Sargent

The foregoing report of the audit committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on our review and discussion with management, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee

Thomas M. Ryan, Chairman

Kathleen S. Barclay

Catherine E. Buggeln

Dinesh S. Lathi

Richard L. Markee

The foregoing report of the compensation committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.

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EXECUTIVE OFFICERS

Kenneth R. Bull. Mr. Bull, 58, has served as our Chief Financial Officer and Treasurer since 2012. He joined the Company as Senior Vice President, Finance in 2005 and has also served as our Secretary. Previously, Mr. Bull was the Finance Director and Treasurer for Urban Outfitters, Inc., a specialty lifestyle merchandising retailer, from 1999 to 2003, and the Vice President, Finance and Controller for Asian American Partners d/b/a Eagle's Eye, a wholesaler and retailer of women's and children's better apparel from 1991 to 1999.

Eric M. Specter. Mr. Specter, 63, joined the Company as Chief Administrative Officer in July 2014. Prior to joining the Company, Mr. Specter served as Executive Vice President and Chief Integration Officer of Ascena Retail Group, Inc. ('Ascena'), a specialty clothing, shoes and accessories retailer, from 2012 to 2014. Previously, Mr. Specter served as Executive Vice President and Chief Financial Officer of Charming Shoppes, Inc., a specialty apparel retailer, from 1997 until it was acquired by Ascena in 2012.

Michael F. Romanko. Mr. Romanko, 55, has served as our Chief Merchandising Officer since March 2019, having joined us as Executive Vice President of Merchandising in January 2015. Prior to joining the Company, Mr. Romanko served as Chief Design Officer of Patriarch Partners, LLC, a private equity firm, from 2013 to 2015. Previously, Mr. Romanko was a Partner at Qbbs Global LLC, a retail strategy consulting firm, from 2009 to 2013.

Judith L. Werthauser. Ms. Werthauser, 55, joined the Company in February 2019 as our Chief Experience Officer. Prior to joining the Company, Ms. Werthauser served as Executive Vice President and Chief People Officer of Domino's Pizza, Inc., a global pizza company, from 2016 to 2019. Previously, Ms. Werthauser was Senior Vice President of Human Resources at Target Corp., a general merchandise retailer, from 2012 to 2016, and occupied senior human resources management positions at Target Corp. from 2008 to 2012.

George S. Hill. Mr. Hill, 55, joined the Company as Executive Vice President of Operations in May 2017. Prior to joining the Company, Mr. Hill served as Senior Vice President, Retail Operations for Dick's Sporting Goods, a sporting goods retailer, from 2014 to 2017. Previously, Mr. Hill was a Senior Vice President at Office Depot, an office supply retailer, from 2004 to 2014.

A biography for Mr. Anderson is included under the heading 'Board of Directors.'

Our executive officers are appointed by our board of directors and serve until their successors have been duly appointed and qualified or their earlier resignation or removal.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

We are committed to providing a compensation program for our executive officers that is aligned with the strategic direction of our business, motivates our executive officers to achieve our Company goals, and rewards them for creating value for our shareholders. This Compensation Discussion and Analysis ('CD&A') provides an overview of our executive compensation program and how the compensation provided to our principal executive officer, our principal financial officer, and our three other most highly compensated executive officers (collectively referred to as the Named Executive Officers or 'NEOs') was determined in fiscal 2020.

The Named Executive Officers for fiscal 2020, as well as the positions held by each during the year, are:

This CD&A focuses on the Company's fiscal 2020 compensation programs, actions and outcomes relative to the Company's fiscal 2020 performance. Those outcomes considered the short-term financial and operating achievements against plan objectives, and stock price performance on an absolute and relative basis through the end of fiscal 2020. This CD&A also addresses the compensation programs, and certain revisions thereto, made as a result of the unprecedented COVID-19 outbreak and its impact on the Company's business. As described further here, the Company's executive compensation programs strongly align realized compensation outcomes with the Company's absolute and relative stock price performance.

Executive Summary

Our Response to COVID-19

As a result of the coronavirus (or COVID-19) pandemic in 2020, federal, state and local governments and private entities mandated various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories, and quarantining of people who may have been exposed to the virus. Such mandates required reduction of operating hours and forced temporary closures of certain retailers and other businesses.

As a result of these restrictions and out of concern for the safety of our customers and employees, we temporarily closed all of our stores as of March 20, 2020. We began reopening our stores at the end of April in compliance with federal, state and local requirements.

As detailed further below in the 'Annual Incentive Bonus' section, we dynamically adjusted to the new reality of COVID-19 and, despite the headwinds, continued to make great progress on our goals, ultimately culminating in our strongest holiday comparable sales increase since 2011, and 13.5% comparable store sales in the second half of fiscal 2020. In the first half of fiscal 2020 our focus was on business continuity and liquidity preservation. In the second half of fiscal 2020 we shifted our focus to resuming our growth and supporting the business through a time of unprecedented demand, resulting in record comparable and average store sales in the third and fourth quarters of fiscal 2020.

Fiscal 2020 Performance Highlights

Although the temporary store closures due to COVID-19 negatively impacted our business, we continued to achieve exceptional performance in fiscal 2020 as a result of the continued strength of our business model with

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broad-based strength across our merchandise 'worlds' as our trend-right value offering and fun in-store experience drove both new and existing customers to our Company.

In fiscal 2020, despite temporary store closures due to COVID-19, we:

Fiscal 2020 Compensation Highlights

Our compensation program for the NEOs is driven by the need to recruit, develop, motivate, and retain top talent both in the short- and long-term and also align the interests of NEOs and shareholders. As a result of the extraordinary impact of COVID-19 on our business, we made key modifications to our compensation program in fiscal 2020. Specifically:

Incentive Bonus Plan. In March 2020, the board of directors approved the adoption of the Five Below, Inc. 2020 Performance Bonus Plan ('Incentive Bonus Plan'). The board's approval followed the approval of the Incentive Bonus Plan by the compensation committee. The Performance Bonus Plan provides opportunities for the employees of the Company (including the Named Executive Officers and members of senior and mid-level management) to receive cash bonus payments based on the achievement of certain performance goals, as determined by the compensation committee.

Target Bonus Opportunities. Fiscal 2020 target bonus opportunities under the Incentive Plan (reflected as a percentage of base salary) were increased from fiscal 2019 levels (from 110% to 125% of base salary for Mr. Anderson, and from 70% to 75% of base salary for the other NEOs).Due to the impact of COVID-19, the Company's pre-incentive operating income (as defined below in the 'Annual Incentive Bonus' section) was below the threshold performance levels for the year. However, in light of the extraordinary impact of our NEOs efforts in managing the COVID-19 crisis (including voluntarily accepting a temporary base salary reduction), continuing our strong growth trajectory, and delivering a very strong second half of fiscal 2020, the compensation committee approved an incentive bonus for each of the NEOs equal to 75% of their fiscal 2020 target bonus. The Committee believes that these below-target payouts are appropriate, and reflective of the management team's extraordinary navigation through the pandemic, keeping the business operating and adequately liquid, while also acknowledge the challenging environment during 2020.

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Key Governance Practices

We follow a number of key governance practices that support our compensation philosophy and align with long-term Company success while helping to mitigate compensation risks. The chart below reflects our general governance practices, and does not account for the extraordinary measures we took in 2020 as a result of the effect of COVID-19.

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Elements of Our Executive Compensation and Benefits Programs

In fiscal 2020, our original pre-COVID-19 compensation consisted of the elements described below. As described in detail in this proxy, we made changes as a result of the widespread impact of COVID-19.

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Pay Mix

The portion of executive compensation devoted to each of the elements of pay we provide is driven by our compensation philosophy as well as each NEO's role and strategic value to the organization.

We put a significant portion of each executive's compensation 'at risk,' with particular focus on long-term equity incentives that align the interests of our executives with those of shareholders. The below table summarizes the percentage of pay for each element of compensation for each of our CEO and the other NEOs (on average). Because of the unusual impact of the COVID-19 crisis on the Company's executive compensation programs, the below table shows the pre-COVID-19 plan for executive compensation for fiscal 2020 which includes (1) the annualized base salary rates as established by the Board for fiscal year 2020 (prior to the COVID-19 crisis), (2) the target annual cash incentives as established by the Board for fiscal year 2020 (prior to the COVID-19 crisis), and (3) the annual long-term incentives awarded by the Compensation Committee in March 2020 (prior to the COVID-19 crisis). The table also shows the revised compensation mix for each of our CEO and other NEOs (on average) as of fiscal year end, taking into account (i) the voluntary temporary pay reductions implemented for each of the NEOs in fiscal 2020 as a result of COVID-19, (ii) the forfeiture of the PRSU portion of the March 2020 awards to NEOs (which forfeiture occurred in November 2020), (iii) the actual cash bonus paid to each NEO for fiscal 2020 performance, and (iv) the off-cycle equity awards in September 2020 to the NEOs. As shown below, a significant percentage of our NEOs' compensation mix is 'at risk,' with a large portion in the form of long-term performance-based awards.

Purpose and Philosophy

We strive to provide compensation opportunities to our Named Executive Officers according to the following principles:

We regularly review the competitiveness of compensation provided to our Named Executive Officers, and generally set target compensation at levels that are competitive with other retail peers.

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Compensation decisions are made by the compensation committee after careful consideration of market competitive levels as well as our annual performance and the impact of each executive's performance on our business results. As our compensation program is designed with a significant amount of pay 'at risk,' we would expect to provide below-market compensation if our performance is below our objectives, and provide above-market compensation if we significantly exceed our objectives.

Peer Group

The peer group for market compensation analysis we used in fiscal 2020 was developed by the compensation committee with the support of Meridian, its independent advisor, based on a review conducted in fiscal 2019 to ensure the ongoing appropriateness of peers.

The group used for fiscal 2020 purposes was comprised of the following similarly-situated companies within the retail industry:

Role of the Compensation Committee

Mses. Barclay and Buggeln and Messrs. Lathi, Markee and Ryan (Chairman) are members of the compensation committee, all of whom are independent as defined under the corporate governance rules of The NASDAQ Stock Market LLC and satisfied the independence standards for the compensation committee established by the applicable rules and regulations of the SEC and The NASDAQ Stock Market LLC.

Our board of directors has delegated administration of our executive compensation program to the compensation committee, which operates under a written charter laying out its roles and responsibilities regarding executive compensation. Our compensation committee reviews the performance of our Chief Executive Officer and makes determinations and decisions on his compensation, including the components, mix and targeted value. The compensation committee has responsibility for administering and approving annually all elements of compensation for the Company's Named Executive Officers.

Role of Executives in Establishing Compensation

Our Chief Executive Officer provides recommendations regarding the design of our compensation programs to the compensation committee for all Named Executive Officers, excluding himself. As part of the compensation evaluation process, the Chief Executive Officer presents to the compensation committee an individual assessment of each Named Executive Officer's performance, excluding himself, over the prior year, as well as the recommended compensation action for each such Named Executive Officer. The compensation committee considers the input of the Chief Executive Officer, but the final determination as to the performance of and the compensation or compensation opportunities offered to the Named Executive Officers is determined in the compensation committee's sole discretion. As stated above, the compensation committee does not receive input from the Chief Executive Officer with respect to his own compensation and performance; accordingly, the compensation committee makes its own independent assessment of the Chief Executive Officer.

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Compensation Consultant

In fiscal 2020, the compensation committee engaged Meridian as its independent compensation consultant to conduct market reviews and to provide assistance, guidance, and consideration with respect to, among other things:

The compensation committee, in conjunction with its compensation advisor, regularly reviews various elements of our compensation program for both employees and directors. In fiscal 2020, Meridian supported the compensation committee with the mandates listed above and also provided other support, including an update on executive compensation governance and regulatory trends.

The compensation committee has examined the independence of Meridian under factors contained in the NASDAQ listing standards and determined that Meridian is independent and concluded that their work for us does not raise any conflict of interest. Because of policies and procedures that Meridian and the compensation committee have in place, the compensation committee is confident that the advice it receives from executive compensation consultants at Meridian is objective and not influenced by Meridian's or its affiliates' relationships with the Company or its officers.

Shareholder Advisory Vote on Executive Compensation

At our 2020 annual meeting, we conducted a 'Say-on-Pay' shareholder advisory vote, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Having received approximately 98% of the shares voting in approval of this advisory vote on our executive compensation, the compensation committee believes that our shareholders continue to be supportive of our executive compensation practices. Nevertheless, we continue to review and refine our executive compensation practices in an ongoing effort to ensure that those practices support our overall corporate goals and values and are aligned with our compensation philosophy. Our next Say-on-Pay vote, which we conduct on an annual basis, will be conducted at this Annual Meeting.

At our 2019 annual meeting, we conducted a shareholder advisory vote on the frequency of future Say-on-Pay votes. Approximately, 76% of the shares voting on the frequency of Say-on-Pay votes, voted for annual Say-on-Pay votes, even though the Board had recommended continuing its existing triennial policy. Even though this shareholder vote is non-binding, the board of directors has determined to conduct a Say-on-Pay Vote on an annual basis, in accordance with the results of that shareholder vote. Therefore, we will be conducting a Say-on-Pay Vote at this Annual Meeting.

Base Salary

The compensation committee believes that competitive salaries must be paid in order to attract and retain high-quality executives. We annually review our executives' base salaries and make adjustments when appropriate based on individual and Company performance as well as market competitiveness.

In early fiscal 2020 (prior to a full understanding of the impact of COVID-19), following a review of the market competitiveness of compensation provided to our Named Executive Officers and in consideration of their

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respective considerable contributions to our ongoing growth and the achievement of our strategic objectives, the compensation committee approved salary increases for our Named Executive Officers.

Base salary rates for each of our Named Executive Officers for fiscal years 2019 and 2020 were:

See 'Executive Compensation-Summary Compensation Table' for more information about the actual amounts earned by each Named Executive Officer in each fiscal year.

Annual Incentive Bonus

Named Executive Officers earn cash incentive awards under the Five Below, Inc. 2020 Performance Bonus Plan ('Incentive Bonus Plan') for achieving and exceeding our annual financial goals. The Incentive Bonus Plan is administered by the compensation committee. Payouts under the plan are calculated based on our performance relative to targets that are approved by the compensation committee each year.

In March 2020, the compensation committee approved the Incentive Bonus Plan design and performance targets for the Named Executive Officers for fiscal 2020. The committee adopted a weighted scorecard approach in 2020 to provide a balanced and motivating annual incentive plan that is also aligned with market best practices.

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For early fiscal 2020, the compensation committee set target goals that were challenging and considered the Company's growth expectations and strategy in a pre-COVID-19 landscape. Additionally, the level of performance required to achieve maximum payout under the Incentive Bonus Plan was determined by the compensation committee to be reflective of truly outstanding performance. The table below summarizes performance levels for pre-incentive operating income and net sales under the Incentive Bonus Plan for fiscal 2020:

The target bonus opportunities, weighting of performance metrics, and bonus achievement for each of our Named Executive Officers for fiscal 2020 were as follows:

2020 Qualitative Bonuses and Compensation Committee Rationale

Compensation Committee Rationale for Qualitative Bonuses

Throughout fiscal 2020, the compensation committee met four times to discuss the performance of executives and the overall performance of the Company. During these meetings, the compensation committee received regular updates from management about the performance of the Company, as well as the health and safety of employees.

Subsequent to the end of fiscal 2020, the compensation committee reviewed the performance of the Company and the impact of COVID-19 on the business. As discussed in greater detail below, the compensation committee determined that the miss to both the pre-incentive operating income and net sales metrics were entirely driven by the temporary store closures directly caused by the COVID-19 crisis. The compensation committee further noted the extraordinary impact of the efforts of Company management, led by our NEOs, in not only leading the Company through the crisis, but in also delivering record comparable sales growth in the second half of fiscal 2020 while maintaining the Company's strong growth trajectory in an overwhelming challenging environment (including opening up 120 net new stores, completing construction of and opening a new distribution center in fiscal 2020, and implementing a new core ERP system (Oracle Retail)). The compensation committee further noted the swift and aggressive actions taken by management, including the NEOs, to preserve liquidity in the early days of the COVID-19 crisis.

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The compensation committee considered several alternative approaches to determine how to properly reward NEOs for their contributions in fiscal 2020, including the following:

The compensation committee considered the following mitigating factors in determining whether to award bonuses:

The compensation committee determined that the best course of action that would further the interests of shareholders and the Company would be to pay a bonus to each NEO equal to 75% of each NEO's fiscal 2020 target bonus based on qualitative considerations. The actual amount of each incentive bonus payable to Named Executive Officers for fiscal 2020 is shown in the 'Bonus' column of the Summary Compensation Table.

Considerations for Qualitative Bonuses

Challenges to Our Business as a Result of COVID-19

As a result of the coronavirus (or COVID-19) pandemic in fiscal 2020, federal, state and local governments and private entities mandated various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories, and quarantining of people who may have been exposed to the virus. Such mandates required reduction of operating hours and forced temporary closures of certain retailers and other businesses. As a result of these restrictions and out of concern for our customers and employees, we temporarily closed all of our stores as of March 20, 2020. We began reopening our stores at the end of April in compliance with federal, state and local requirements.

The temporary closures of our stores in the first half of fiscal 2020, and decreased customer traffic in stores, including, without limitation, as the result of limitations on the number of persons permitted in stores at one time by certain local and state regulations, materially impacted our business operations and results of operations, including our net sales, earnings and cash flows. These challenges rendered the original fiscal 2020 Annual Incentive Program obsolete since threshold goals were not achieved. As noted above, this was not reflective of poor management performance.

Qualitative Considerations

In light of these challenges, the committee determined to pay a bonus to each NEO equal to 75% of each NEO's fiscal 2020 target bonus based on the following qualitative considerations:

These considerations, which are detailed below, reflect both executive and Company performance during fiscal 2020.

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Business Continuity

Liquidity Preservation

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Resuming Growth

Fiscal 2020 Financial Performance

In summary, considering the above achievements and management's overall ability to positively navigate through the pandemic, while preserving the interests of shareholders and keeping the Company operational, the compensation committee determined that it was appropriate to provide the 75% payment to the Named Executive Officers.

Long-term Equity Incentive Compensation

Equity awards under the Five Below, Inc. Amended and Restated Equity Incentive Plan (the 'Equity Incentive Plan') are a vital piece of our total compensation package. They are intended to compensate Named Executive Officers for sustained long-term performance, align the interests of our Named Executive Officers and shareholders and encourage retention through multi-year vesting schedules. Long-term equity incentive awards may take a variety of forms, including the PRSU and RSU grants made in fiscal 2020. Levels, mix, and frequency of awards are determined by the compensation committee, and are designed to reflect each recipient's level of responsibility and performance.

Overview of Fiscal 2020 Long-term Equity Incentive Awards

Our long-term equity incentive program for fiscal 2020, which was approved pre-COVID-19, was designed to deliver 25% of long-term equity incentive value in RSUs and 75% in PRSUs for our Named Executive

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Officers. This apportionment was determined as we believe this balance of equity grants will motivate and reward for long-term, sustainable performance that is aligned with shareholder interests. The value of our annual equity grants is targeted to be at competitive levels, though actual value realized varies based on our long-term performance. For fiscal 2020, the value of their annual equity grants, assuming target performance for the 75% PRSU element, was: $3,000,000 for Mr. Anderson, $1,000,000 for Mr. Romanko, $750,000 for Mr. Bull, and $700,000 for each of Ms. Werthauser and Mr. Specter.

As noted elsewhere, each of the NEOs voluntarily forfeited the PRSU portion of this award, along with the PRSU awards granted in 2018 and 2019, in November 2020. However, this description of the fiscal 2020 program is included below as we believe it is useful for our shareholders to understand the committee's original pre-COVID-19 design plan.

Restricted Stock Units

The retentive element of RSUs that vest solely based on continued service provides a complement to the PRSUs, which, in addition to containing a service-based vesting component, vest based on the achievement of specified performance criteria. Each RSU represents the right to receive one share of our stock, contingent on continued service to the Company. See 'Grant of Plan-Based Awards Table' for more information on the awards granted in fiscal year 2020.

RSUs generally vest over a four-year period, with 50% vesting on the second anniversary of grant and 25% vesting on each of the third and fourth anniversaries. In addition, RSUs granted in fiscal 2020 or after generally become fully vested upon a Named Executive Officer's termination due to his or her death or disability.

2020 Performance-based Restricted Stock Units

The PRSUs granted in March of 2020 (the 'Original PRSUs') were designed to reward for performance over a three-year period. Key design details include:

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This feature was added in recognition that return to our shareholders is a meaningful consideration when it comes to the design of our executive compensation program.

For performance between threshold, target, and maximum levels, the number of PRSUs vesting is calculated using linear interpolation between the levels summarized above.

The Original PRSUs would have also become fully vested at the target level in the event of a change in control of the Company, and upon a Named Executive Officer's termination due to his or her death or disability.

When adopted initially, pre-COVID-19, we believed that achievement of the target level of cumulative operating income performance approved by the compensation committee for the PRSUs granted in fiscal 2020 was challenging, but achievable with significant effort and skill, and that the maximum level of performance would be indicative of truly outstanding performance.

Forfeiture of 2018, 2019 and 2020 PRSU Awards

As discussed in greater detail below, due to the impact on the Company's operating income performance for fiscal 2020 as a direct result of the COVID-19 crisis, the compensation committee determined in September 2020 that achievement of any payout under the outstanding fiscal 2018, 2019 and 2020 PRSUs was very unlikely, even though each of these prior awards were tracking at or above target prior to the onset of the pandemic.

In November 2020, each of the NEOs elected to voluntarily forfeit all of their then outstanding performance-based restricted stock unit awards, other than those awarded in September 2020 by the compensation committee. This includes all of the annual PRSUs awarded in 2018, 2019 and 2020 (excluding the off-cycle awards described below).

2020 Off-Cycle Equity Awards and Compensation Committee Rationale

Compensation Committee Rationale for Off-Cycle Equity Awards

In September 2020, the compensation committee, in consultation with Meridian, its independent consultant, reviewed the impact of the COVID-19 crisis on the Company's executive compensation programs and, in particular, the PRSUs outstanding with NEOs under the Company's long-term incentive program. PRSUs granted in 2018, 2019, and 2020 were based on the cumulative adjusted operating income over a three-year period.

For the fiscal year ended January 30, 2021, operating income decreased by 28.8% to $154.8 million from $217.3 million in fiscal 2019. The target goals for three-year cumulative adjusted operating income for 2018, 2019, and 2020 were set at $668 million, $812 million, and $938 million, respectively. The compensation committee and Meridian ran various scenarios to determine the likelihood of achievement for PRSUs granted in 2018, 2019, and 2020.

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Due to the impact on the Company's operating income performance for fiscal 2020 as a direct result of the COVID-19 crisis, the compensation committee recognized that achievement of any payout under the outstanding fiscal 2018, 2019 and 2020 PRSUs was very unlikely. The following table summarizes the potential value of these awards which the Committee determined were unlikely to be earned by the NEOs:

The compensation committee considered several alternative approaches to handling the unlikely achievement to PRSUs, including canceling PRSUs and replacing them with time-based RSUs; and adjusting the performance targets mid-cycle for PRSUs. The compensation committee also considered mitigating factors in determining whether to grant off-cycle equity awards, and that new off-cycle awards would be subject to our clawback policy.

The compensation committee then determined to award new PRSUs ('Off-cycle PRSUs') to each of the NEOs and time-based RSUs ('Off-cycle RSUs') to each of the NEOs other than Ms. Werthauser in consideration of NEO performance for previous fiscal years' performance and to provide a go-forward retention incentive for such NEOs. For the Off-cycle PRSUs, the compensation committee adopted a relative TSR metric (based on a selection of the Company's peers), directly aligning the NEOs with shareholders, with a shareholder friendly performance curve which requires performance at the 60^th percentile for an award to be fully earned.

Structure of Off-cycle PRSUs

For the Off-cycle PRSUs, the compensation committee adopted a relative TSR metric (based on a selection of the Company's peers), directly aligning the NEOs with shareholders, with a shareholder friendly performance curve which requires performance at the 60^th percentile for an award to be fully earned.

The key terms of the Off-cycle PRSUs are as follows:

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Performance and resulting payout between points will be interpolated based on the slope of the curve for that section of the performance and payout line. There will be no payouts for performance below the Threshold (i.e. 25^th percentile).

Below we provide a general illustration of the mechanics described above:

In March 2020 the compensation committee determined that, for Period #1 of the Off-cycle PRSUs, the Company was in the 79.70^th percentile of performance of TSR relative to its peers. This performance results in the Period #1 value of the Off-cycle PRSUs for each NEO being earned at 148.21%, although generally no

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shares will be delivered to an NEO unless the NEO remains employed by the Company through January 28, 2023.

Structure of Off-cycle RSUs

Subject to the NEO's continued service, 50% of the Off-cycle RSUs vested on March 1, 2021 and 50% will vest on March 1, 2022. This vesting schedule was adopted by the compensation committee in order to provide a shorter-term retentive benefit from each of the NEOs. To further retention, the Committee extended the vesting for half of the award to 2022. In addition, these Off-cycle RSUs will become fully vested upon a NEO's termination due to his or her death or disability.

Value of Off-cycle PSRUs and Off-cycle RSUs

The committee determined the overall value of the Off-cycle awards for each of the NEOs based, in part, on the retentive risk posed by the expected loss of value on three years' worth of outstanding PRSUs (the 2018, 2019 and 2020 annual PRSU awards) for each such NEO as a direct result of the COVID-19 pandemic. The compensation committee also considered how performance was tracking under each of those grants before the onset of the pandemic (at or above target in each case).

The value awarded for each of the Off-cycle RSUs and Off-cycle PRSUs for each NEO is as follows (along with, for reference purposes only, the estimated value of the previously issued PRSUs which were unlikely to be earned and which each NEO voluntarily forfeited in November 2021).

Retirement, Health and Welfare Benefits and Other Perquisites

Our Named Executive Officers are entitled to participate in all of our employee benefit plans, including medical, dental, vision, group life and disability insurance, the Five Below, Inc. Employee Stock Purchase Plan, the Five Below 401(k) Retirement Savings Plan, and our vacation and paid holiday plans. Generally, our Named Executive Officers participate in these plans and programs on the same or similar basis as are generally offered to our other salaried employees. We provide limited perquisites to Named Executive Officers.

Severance Arrangements

The Company maintainsthe Five Below, Inc. Executive Severance Plan (the 'Severance Plan'). Under the Severance Plan, Mr. Romanko, as well as other senior executives of the Company, is eligible to receive 12 months of salary and reimbursements of COBRA expenses upon a termination of employment by the Company without 'cause' or a resignation by such executive for 'good reason,' as discussed more fully below in the section entitled 'Executive Compensation-Potential Payments Upon Termination or Change of Control.'

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Ms. Werthauser became eligible to receive benefits under the Severance Plan after completing one year of service with the Company on February 25, 2020. Messrs. Anderson and Specter are not eligible to receive benefits under the Severance Plan, but have severance entitlements built into their employment agreements. Mr. Bull has severance entitlements under both his employment agreement and the Severance Plan.

The benefits potentially payable to each executive upon a termination pursuant to the Severance Plan and/or individual employment agreements are more fully described below in the section entitled 'Executive Compensation-Potential Payments Upon Termination or Change of Control.'

As a general matter, the compensation committee believes that severance arrangements, when properly tailored, are appropriate and necessary to retain the Named Executive Officers and to recruit other potential executive candidates.

The compensation committee also believes that reasonable severance benefits should generally be:

No Named Executive Officer of the Company has a right to receive a tax gross-up related to the impact of the excise tax under Section 280G of the Internal Revenue Code.

Restrictions on Hedging and Pledging

The Company considers it inappropriate for Named Executive Officers, and others employed by or associated with the Company, to engage in certain transactions related to the Company's securities which could result in their interests no longer being aligned with the same interests and objectives as other shareholders of the Company. Therefore, the Company imposes certain restrictions on these individuals related to the hedging and pledging of Company securities, which are described more fully in the Compensation Risk Analysis section above.

Post-Fiscal 2020 Compensation Decisions

2021 Peer Group

In fiscal 2020, the compensation committee, with the support of Meridian, its independent advisor, conducted a review of our peer group for market compensation analysis to ensure the ongoing appropriateness of peers and determined not to make any changes for the 2021 fiscal year.

Named Executive Officer Base Salaries and Target Bonus Percentages

After the end of fiscal 2020, upon considering our fiscal 2020 performance, the findings from compensation benchmarking conducted for our Named Executive Officers, and the individual performance of each Named Executive Officer, the compensation committee approved the following changes to the targeted annual compensation and target bonus percentages of our Named Executive Officers for fiscal 2021 to ensure ongoing alignment with our compensation philosophy:

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows the annual compensation paid to or earned by the Named Executive Officers for fiscal years 2020, 2019 and 2018:

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A chart summarizing the grant date fair value of the original 2020 RSUs, the original 2020 PRSUs forfeited in November 2020, the 2020 Off-cycle awards, and what the total value in the 2020 'Stock Awards' column would have been had the forfeited 2020 PRSUs been excluded, is presented below.

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Grants of Plan-Based Awards

The following table shows all grants of awards in fiscal 2020 to each of the executive officers named in the Summary Compensation Table:

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Outstanding Equity Awards at Year End Fiscal 2020

The following table details information concerning unexercised stock options, stock awards that have not vested, and stock awards that have not been earned for each of the executive officers named in the Summary Compensation Table as of January 30, 2021:

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Option Exercises and Stock Vested

The following table details stock option exercises and restricted stock units vesting during fiscal 2020 for each of the Named Executive Officers.

Potential Payments Upon Termination or Change of Control

We have entered into employment agreements with our Named Executive Officers which generally set forth their entitlements to salary, annual bonus opportunities, eligibility for health and welfare benefits, and severance entitlements, as applicable. The Named Executive Officers are generally subject to standard restrictive covenants under the terms of their employment agreements and/or non-disclosure agreements, including non-competition,non-solicitation and non-disclosure of confidential information.

Messrs. Anderson, Bull and Specter have contractual severance entitlements pursuant to their applicable employment agreements (as narratively described below). In addition, Messrs. Bull and Romanko and Ms. Werthauser have entitlements to severance under the Severance Plan. Ms. Werthauser first became eligible for these benefits on February 25, 2020, after completing one year of service with the Company. Any severance benefits payable to a Named Executive Officer, whether under an employment agreement or the Severance Plan, are subject to execution of a release.

Our Named Executive Officers are also entitled to accelerated vesting of certain equity grants upon the occurrence of a change in control (as defined in our Equity Incentive Plan) and upon certain termination events,

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as indicated in the table entitled 'Potential Payments' below. Under the Equity Incentive Plan, a 'Change of Control' is generally deemed to have occurred if:

Termination Without Cause; Resignation for Good Reason-Mr. Anderson

Under Mr. Anderson's employment agreement, if we terminate Mr. Anderson's employment without 'cause' or if Mr. Anderson resigns for 'good reason,' Mr. Anderson will be entitled to receive:

Pursuant to Mr. Anderson's employment agreement, 'cause' is defined as:

'Good reason' is defined in Mr. Anderson's employment agreement as:

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However, no event described above will constitute 'good reason' unless (i) the executive provides written notice of the event within the 60-day period following its occurrence, (ii) we fail to cure such event within 30 days after receipt of his notice and (iii) the executive resigns within 15 days of the expiration of the cure period.

Termination Without Cause; Resignation for Good Reason-Mr. Romanko and Ms. Werthauser

Under the Severance Plan, if we terminate the employment of Mr. Romanko or Ms. Werthauser without 'cause,' or if he or she resigns for 'good reason,' he or she will be entitled to receive:

'Cause' is defined under the Severance Plan as:

'Good Reason' is defined under the Severance Plan as:

However, no event described above will constitute 'good reason' unless (i) the executive provides written notice of the event within the 30-day period following its occurrence, (ii) we fail to cure such event within 30 days after receipt of the executive's notice and (iii) the executive resigns within 10 days of the expiration of the cure period.

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Termination Without Cause-Mr. Bull

Pursuant to the terms of the Severance Plan and Mr. Bull's employment agreement, if we terminate the employment of Mr. Bull without 'cause' (as 'cause' is defined in his employment agreement), he will be entitled to receive:

The definition of 'cause' in Mr. Bull's employment agreement is substantially the same as described above with respect to Mr. Anderson's employment agreement.

Resignation for Good Reason-Mr. Bull

Under the Severance Plan, if Mr. Bull resigns for 'good reason,' he will be entitled to receive: