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

Thomas Vellios, Executive Chairman of Five Below, acquired 513 shares of common stock on May 5, 2025, in lieu of a quarterly retainer payment.

Summary

• On May 5, 2025, Thomas Vellios, the Executive Chairman of Five Below, Inc., acquired 513 shares of common stock.
• The acquisition was made in lieu of a quarterly retainer payment of $42,500, less applicable tax withholdings, under the company's compensation policy for non-employee directors.
• The price per share was $82.79.
• Following the transaction, Vellios directly owns 396,088 shares of Five Below common stock.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The transaction reflects a standard compensation practice and aligns the director's interests with shareholders. There are no indications of negative implications.

Positives

• The acquisition demonstrates the Executive Chairman's continued investment in the company.
• The arrangement aligns the interests of the non-employee director with those of the shareholders.

Industry Context

This type of transaction, where directors receive stock in lieu of cash compensation, is a fairly common practice among publicly traded companies. It is often used to conserve cash and align the interests of directors with shareholders.

Comparison to Industry Standards

• Many companies in the retail sector, such as Target (TGT) and Walmart (WMT), use a combination of cash and stock options to compensate their board members.
• The specific amount and structure of the compensation package, including the proportion of cash versus stock, varies depending on the company's size, performance, and industry practices.
• For example, some companies might offer restricted stock units (RSUs) that vest over time, while others might grant stock options that allow directors to purchase shares at a predetermined price.

Stakeholder Impact

• The transaction has a minor positive impact on shareholders by aligning the interests of the Executive Chairman with those of the shareholders.
• The transaction has a minor impact on the company's cash flow, as it reduces the cash outlay for the quarterly retainer payment.

Key Dates

Keywords

Form 4, Beneficial Ownership, Executive Chairman, Thomas Vellios, Five Below, FIVE, Stock Acquisition, Retainer Payment, Director Compensation