Form 4: Five Below Executive Chairman Acquires Shares in Lieu of Retainer

Thomas Vellios, Executive Chairman of Five Below, acquired 460 shares of common stock in lieu of a quarterly retainer payment.

Summary

• On February 3, 2025, Thomas Vellios, the Executive Chairman of Five Below, Inc., acquired 460 shares of common stock.
• The shares were issued in lieu of a $42,500 quarterly retainer payment, less applicable tax withholdings, as per the company's compensation policy for non-employee directors.
• The price per share was $92.33.
• Following the transaction, Vellios directly owns 395,575 shares of Five Below, Inc.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The transaction is a routine part of executive compensation and indicates continued alignment of interests between the executive and shareholders.

Positives

• The acquisition of shares by the Executive Chairman demonstrates his continued investment in the company's success.
• Using shares in lieu of cash preserves cash for the company.

Industry Context

This type of transaction, where executives receive shares in lieu of cash compensation, is a fairly common practice among publicly traded companies. It aligns executive interests with shareholder value and can help conserve company cash.

Comparison to Industry Standards

• Many companies, such as Target (TGT) and Walmart (WMT), use similar compensation strategies for their non-employee directors, offering a mix of cash and equity.
• The specific amount and terms of equity grants vary widely based on company size, performance, and industry norms.
• The $42,500 quarterly retainer is within the typical range for board compensation at similar-sized retail companies.

Stakeholder Impact

• Shareholders may view this positively as it aligns the Executive Chairman's interests with theirs.
• The company benefits from conserving cash by issuing shares instead of a cash payment.

Key Dates

Keywords

Form 4, Beneficial Ownership, Thomas Vellios, Executive Chairman, Five Below, FIVE, Share Acquisition, Director Compensation, Equity Securities