{"url_path":"/sec/ewcz/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation.","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1856236/0001193125-26-182250-index.html","accession_number":"0001193125-26-182250","cik":"0001856236","ticker":"EWCZ","issuer_name":"European Wax Center, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1856236/0001193125-26-182250-index.html","primary_entity_key":"0001856236","primary_entity_name":"European Wax Center, Inc."},"word_count":5441,"has_tables":true,"body_markdown":"Item 11. Executive Compensation.\n\nThis section provides an overview of the compensation awarded to, earned by, or paid to our principal executive officer, our former principal executive officer, and our next two most highly compensated executive officers as of January 3, 2026 in respect of their service to us for the fiscal year ended January 3, 2026, whom we refer to collectively as our “named executive officers.” Our named executive officers are:\n\n \n\n \n\n•\n\n \n\nChristopher Morris, our Chief Executive Officer and Chairman;\n\n \n\n \n\n•\n\n \n\nDavid Berg, our former Chief Executive Officer and Executive Chair;\n\n \n\n \n\n•\n\n \n\nThomas Kim, our Chief Financial Officer; and\n\n \n\n \n\n•\n\n \n\nKatie Mullen, our Chief Commercial Officer.\n\nDavid Berg departed from his position as Chief Executive Officer and Executive Chair of the Board of Directors effective January 7, 2025 and continued to serve as a member of the Board of Directors through September 10, 2025.\n\nSummary Compensation Table\n\nThe following table shows the compensation awarded to, earned by, or paid to our named executive officers in respect of their service to us for the fiscal years ended January 3, 2026 and January 4, 2025 (or such shorter period of service, if applicable):\n\n \n\nName and Principal Position\n\n \n\nYear\n\n \n\n \n\nSalary\n($)\n\n \n\n \n\nBonus\n($)\n(1)\n\n \n\n \n\nStock\nAwards\n($)\n(2)\n\n \n\n \n\nOption\nAwards\n($)\n(3)\n\n \n\n \n\nNonequity\nIncentive\nPlan\nCompensation\n($)\n(4)\n\n \n\n \n\nAll Other\nCompensation\n(4)\n(5)\n\n \n\n \n\nTotal\n($)\n\n \n\nChristopher Morris\n\nChief Executive Officer\n\nand Chairman\n(6)\n\n \n\n \n\n2025\n\n \n\n \n\n \n\n795,000\n\n \n\n \n\n \n\n— \n\n \n\n \n\n \n\n3,846,000\n\n \n\n \n\n \n\n6,844,500\n\n \n\n \n\n \n\n763,128\n\n \n\n \n\n \n\n3,455\n\n \n\n \n\n \n\n12,252,083\n\n \n\nDavid Berg\n\nFormer Chief Executive Officer and Executive Chair \n(7)\n\n \n\n \n\n2025\n2024\n\n \n \n\n \n\n \n\n13,832\n311,539\n\n \n \n\n \n\n \n\n— \n250,000\n\n \n \n\n \n\n \n\n— \n499,993\n\n \n \n\n \n\n \n\n— \n3,180,743\n\n \n \n\n \n\n \n\n— \n118,423\n\n \n \n\n \n\n \n\n11,719\n52,904\n\n \n \n\n \n\n \n\n25,551\n4,413,602\n\n \n \n\nThomas Kim\n\nChief Financial Officer\n(8)\n\n \n\n \n\n2025\n\n \n\n \n\n \n\n356,935\n\n \n\n \n\n \n\n— \n\n \n\n \n\n \n\n702,000\n\n \n\n \n\n \n\n1,528,125\n\n \n\n \n\n \n\n238,324\n\n \n\n \n\n \n\n510\n\n \n\n \n\n \n\n2,825,894\n\n \n\nKatie Mullen\n\nChief Commercial Officer\n(9)\n\n \n\n \n\n2025\n\n \n\n \n\n \n\n402,462\n\n \n\n \n\n \n\n— \n\n \n\n \n\n \n\n638,400\n\n \n\n \n\n \n\n1,364,400\n\n \n\n \n\n \n\n259,378\n\n \n\n \n\n \n\n50,580\n\n \n\n \n\n \n\n2,715,220\n\n \n\n \n\n(1)\n\nThe amount reported in this column for 2024 for Mr. Berg represents a bonus received in connection with his appointment as Chief Executive Officer.\n\n(2)\n\nThe values set forth in this column for 2025 and 2024 represent the grant date fair value of restricted stock unit (“RSU”) awards granted to each of our named executive officers other than Mr. Berg during 2025 and to Mr. Berg during 2024, in each case, computed in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures. The assumptions used to value the RSUs for this purpose are set forth in Note 14 to our consolidated financial statements included in our Annual Report on Form\n10-K\nfor fiscal year 2025 and Note 14 to our consolidated financial statements included in our Annual Report on Form\n10-K\nfor fiscal year 2024. For RSU awards granted in 2025 and 2024, the grant date fair value was calculated by multiplying the closing price of the underlying shares of Class A common stock on the date of grant by the number of RSUs granted.\n\n(3)\n\nThe amounts reported in this column represent the aggregate grant date fair value of options to purchase our Class A common stock granted to each of our named executive officers other than Mr. Berg in 2025 and to Mr. Berg during 2024, in each case, computed in accordance with FASB ASC Topic 718, excluding the effects of estimated forfeitures. The assumptions used in the valuation of these awards are set forth in Note 14 to our consolidated financial statements included in our Annual Report on Form\n10-K\nfor fiscal year 2025 and Note 14 to our consolidated financial statements included in our Annual Report on Form\n10-K\nfor fiscal year 2024.\n\n(4)\n\nThe amounts reported in this column represent each named executive officer’s annual bonus earned with respect to fiscal years 2025 and 2024, as applicable, based on the attainment of corporate performance goals as described below under “2025 Base Salary and Annual Bonus,” in the case of bonuses earned with respect to fiscal year 2025.\n\n \n\n10\n\n[Table of Contents](#toc)\n\n(5)\n\nThe amounts reported in this column for 2025 include life insurance premium payments for Mr. Morris ($2,224), Mr. Berg ($148), Mr. Kim ($510), and Ms. Mullen ($580); employer matching contributions to our 401(k) plan for Mr. Morris ($1,231); housing expenses for Mr. Berg ($11,571); and consulting fees for Ms. Mullen for the period she was a consultant for us prior to the commencement of her employment ($50,000). The amounts reported in this column for 2024 for Mr. Berg include life insurance premium payments ($2,689); employer matching contributions to our 401(k) plan ($13,800); and housing expenses ($36,415). Other than in the case of Mr. Berg, each named executive officer also received certain personal benefits, the aggregate value of which did not exceed $10,000 for each individual in either year.\n\n(6)\n\nMr. Morris commenced employment on January 8, 2025.\n\n(7)\n\nMr. Berg departed from his position as Chief Executive Officer and Executive Chair of the Board of Directors, effective January 7, 2025, and continued to serve as a member of the Board of Directors until September 10, 2025.\n\n(8)\n\nMr. Kim commenced employment on April 7, 2025.\n\n(9)\n\nMs. Mullen commenced employment on March 5, 2025. She was a consultant for us from January 28, 2025 until her start date.\n\nOverview\n\nOur executive compensation program is designed to attract, retain and reward key employees, to incentivize them to achieve key performance goals, and to align their interests with the interests of our stockholders. Our Compensation Committee is generally responsible for determining the compensation of our executive officers. Our Chief Executive Officer then in office made recommendations to our Compensation Committee about the compensation of his direct reports in respect of fiscal year 2025.\n\nIn 2025, our Compensation Committee continued to engage Meridian Compensation Partners, LLC, an independent compensation consulting firm, to assist it in evaluating the Company’s executive and director compensation practices, including program design, identification of an appropriate peer group for compensation comparison purposes and providing pay benchmarking data. Prior to engaging Meridian Compensation Partners, LLC, our Compensation Committee assessed the independence of Meridian Compensation Partners, LLC from management and, on the basis of that assessment and taking into consideration the independence factors that are required to be considered under applicable Nasdaq rules, determined that no relationships exist that would create a conflict of interest or that would compromise Meridian Compensation Partners, LLC’s independence.\n\n2025 Base Salary and Annual Bonus\n\nThe employment agreement or offer letter with each named executive officer, described below, establishes a base salary for such officer, which was determined at the time that the named executive officer commenced employment with us. For 2025, the base salary for each of Mr. Morris, Mr. Berg (while employed as our Chief Executive Officer and Executive Chair), Mr. Kim, and Ms. Mullen was $800,000, $600,000, $475,000, and $480,000, respectively.\n\nWith respect to fiscal year 2025, each of our named executive officers (other than Mr. Berg) was eligible to receive an annual bonus, with the target amount of such bonus for each named executive officer initially set forth in his or her employment agreement or offer letter, described below. For fiscal year 2025, the target bonus amounts, expressed as a percentage of base salary, for each of Mr. Morris, Mr. Kim, and Ms. Mullen were as follows: 100%, 70%, and 60%, respectively. Annual bonuses for fiscal year 2025 for our named executive officers were based on the attainment of key financial, operational and other Company performance goals (70% of the annual bonus opportunity) and individual objectives (30% of the annual bonus opportunity), as determined by our Compensation Committee. The corporate performance goals for 2025 related to achieving certain levels of adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) (25%), new center openings (15%), same store sales (20%), and system wide sales (10%). For 2025, the Compensation Committee determined that all corporate performance goals were met between 7% and 133% of target, which led to payouts of between 53% and 150% of the target level of payout for such corporate performance goals, and that each named executive officer met his or her individual performance goals. Based on such level of achievement, each named executive officer (other than Mr. Berg) received a 2025 annual bonus as follows: Mr. Morris: $763,128; Mr. Kim, $238,324; and Ms. Mullen, $259,378. Bonus amounts reflect proration for the period that the named executive officer was employed by us, and for Ms. Mullen, include the time she was engaged as a consultant by us, during 2025.\n\n \n\n11\n\n[Table of Contents](#toc)\n\nAgreements with our Named Executive Officers\n\nEach of Messrs. Morris and Kim and Ms. Mullen is party to an offer letter with EWC Corporate, LLC, one of our subsidiaries, that sets forth the terms and conditions of his or her employment with us. Prior to his termination of employment, Mr. Berg had been party to an employment agreement, as amended, with EWC Ventures, one of our subsidiaries, that set forth the terms and conditions of his employment with us. The material terms of the agreements are described below. The terms “cause,” “good reason,” and “change in control” referred to below are defined in the respective named executive officer’s employment agreement or offer letter or the Severance Plan (as defined below), as applicable.\n\nMr.\n\n Morris\n\n. Mr. Morris is party to an offer letter that provides for an initial base salary of $800,000 per year, subject to review from time to time, and a target annual bonus equal to 100% of his annual base salary up to a maximum of 150% of his annual base salary, with the actual amount of the bonus earned based upon criteria established by our Compensation Committee or the Board of Directors and subject to Mr. Morris’ continued employment through the payment date. For fiscal year 2025, Mr. Morris was guaranteed a minimum bonus of $250,000. In addition, pursuant to Mr. Morris’ offer letter, he was granted 600,000 RSUs, an option to purchase 800,000 shares of our Class A common stock with an exercise price equal to the closing price of a share of our Class A common stock on the date of grant, an option to purchase 425,000 shares of our Class A common stock with an exercise price of $9.00, and an option to purchase 425,000 shares of our Class A common stock with an exercise price of $12.00, which grants are further described under “Equity Compensation” below.\n\nMr.\n\n Berg\n\n. Prior to his departure as Chief Executive Officer and Executive Chair of the Board, Mr. Berg had been party to an employment agreement, as amended. In connection with his prior appointment as Executive Chair of the Board of Directors, effective September 30, 2023, Mr. Berg’s base salary decreased from $675,000 to $100,000. In connection with his appointment as Chief Executive Officer, effective August 12, 2024, Mr. Berg’s annual base salary was increased to $600,000, he was eligible to participate in the Company’s bonus program with a target bonus of 100% of base salary, he received a\none-time\nbonus in an amount equal to $250,000, and he was entitled to receive up to $7,500 per month for nine months for certain expenses incurred in connection with his service as Chief Executive Officer, including housing and travel.\n\nMr.\n\n Kim\n\n. Mr. Kim is party to an offer letter that provides for an initial base salary of $475,000 per year, subject to review from time to time, and a target annual bonus equal to 70% of his annual base salary up to a maximum of 140% of his annual base salary, with the actual amount of the bonus earned based upon criteria established by our Board of Directors or our Compensation Committee and subject to Mr. Kim’s continued employment through the payment date. In addition, pursuant to Mr. Kim’s offer letter, he was granted 200,000 RSUs, an option to purchase 310,000 shares of our Class A common stock with an exercise price equal to the closing price of a share of our Class A common stock on the date of grant, an option to purchase 212,500 shares of our Class A common stock with an exercise price of $9.00, and an option to purchase 212,500 shares of our Class A common stock with an exercise price of $12.00, which grants are further described under “Equity Compensation” below.\n\nMs.\n\n Mullen\n\n. Ms. Mullen is party to an offer letter that provides for an initial base salary of $480,000 per year, subject to review from time to time, and a target annual bonus equal to 60% of her annual base salary up to a maximum of 120% of her annual base salary, with the actual amount of the bonus earned based upon criteria established by our Compensation Committee or the Board of Directors and subject to Ms. Mullen’s continued employment through the payment date. In addition, pursuant to Ms. Mullen’s offer letter, she was granted 160,000 RSUs, an option to purchase 220,000 shares of our Class A common stock with an exercise price equal to the closing price of a share of our Class A common stock on the date of grant, an option to purchase 180,000 shares of our Class A common stock with an exercise price of $9.00, and an option to purchase 180,000 shares of our Class A common stock with an exercise price of $12.00, which grants are further described under “Equity Compensation” below.\n\nRestrictive Covenants\n\nPursuant to his employment agreement, Mr. Berg has agreed that he will not compete with us or solicit or hire our employees, consultants or vendors during employment and for two years after his termination of employment and has agreed to perpetual confidentiality and\nnon-disparagement\ncovenants and an assignment of intellectual property covenant. Pursuant to a Confidentiality;\nNon-Interference\nand Proprietary Rights Agreement, Messrs. Morris\n\n \n\n12\n\n[Table of Contents](#toc)\n\nand Kim and Ms. Mullen have each agreed that they will not solicit or hire our employees, guests, customers, franchisees, area representatives, vendors, suppliers, distributors, investors, licensees, regional developers, financial resources, agents, contractors, or any other associated third party with whom the applicable named executive officer may have had contact during his or her employment and for one year after his or her termination of employment and have agreed to perpetual confidentiality and\nnon-disparagement\ncovenants and an assignment of intellectual property covenant. In addition, pursuant to his or her respective option award agreements and RSU award agreements, each of our named executive officers has agreed that he or she will not compete with us or solicit or hire our employees, consultants or vendors during employment and for two years after his or her termination of employment and has agreed to perpetual confidentiality and\nnon-disparagement\ncovenants.\n\nSeverance upon Termination of Employment; Change in Control\n\nSeverance Plan\n\n. Our Board of Directors has approved a Change in Control and Severance Plan (the “Severance Plan”), which provides that, in connection with a termination of the named executive officer’s employment by the Company without “cause” (other than due to death or disability) or resignation for “good reason,” in either case, other than within three months prior to, or on or within 24 months following, the consummation of a “change in control”, each named executive officer will be entitled to receive (i) payment of his or her base salary for a specified period (18 months for Mr. Morris and 12 months for Mr. Kim and Ms. Mullen), (ii) payment of an amount equal to a\npro-rated\nportion of his or her annual bonus for the fiscal year in which termination occurs (if any), based on actual performance for the year as determined by the Board of Directors (or a committee thereof) and\npro-rated\nbased on the number of days the executive was employed during such fiscal year, and (iii) subject to the named executive officer’s election of COBRA coverage, payment of a monthly amount equal to the monthly health premiums for such coverage paid by the Company on behalf of the named executive officer and any eligible dependents immediately prior to the date of termination until the earlier of the end of a specified period (18 months for Mr. Morris and 12 months for Mr. Kim and Ms. Mullen), the date that the named executive officer and his or her eligible dependents cease to be eligible for COBRA coverage, and the date on which the named executive officer obtains health coverage from another employer.\n\nIn connection with a termination of the named executive officer’s employment by the Company without “cause” (other than due to death or disability) or resignation for “good reason”, in either case, within three months prior to, or on or within 24 months following, the consummation of a “change in control”, under the Severance Plan, each named executive officer will be entitled to receive (i) payment of an amount equal to a multiple (two and one half for Mr. Morris and two for Mr. Kim and Ms. Mullen) of the sum of (x) the named executive officer’s base salary and (y) his or her target annual bonus for the fiscal year in which termination occurs, payable over a specified period (30 months for Mr. Morris and 24 months for Mr. Kim and Ms. Mullen), (ii) payment of an amount equal to the named executive officer’s target annual bonus for the fiscal year in which termination occurs,\npro-rated\nbased on the number of days the executive was employed during such fiscal year, (iii) subject to the named executive officer’s election of COBRA coverage, payment of a monthly amount equal to the monthly health premiums for such coverage paid by the Company on behalf of the named executive officer and any eligible dependents immediately prior to the date of termination until the earlier of the end of a specified period (30 months for Mr. Morris and 24 months for Mr. Kim and Ms. Mullen), the date that the named executive officer and his or her eligible dependents cease to be eligible for COBRA coverage, and the date on which the named executive officer obtains health coverage from another employer, and (iv) full vesting of all unvested equity or equity-based awards held by the named executive officer as of the separation date, with any equity or equity-based awards that are subject to performance-based vesting conditions vesting based on the achievement of the applicable performance goals at target, determined as if any applicable service-based vesting requirement had been met.\n\nSeverance under the Severance Plan is subject to the named executive officer’s execution and\nnon-revocation\nof a release of claims and continued compliance with the restrictive covenants in favor of the Company and its affiliates to which the named executive officer is bound.\n\nThe Severance Plan provides for a Section 280G\n“better-of\nprovision” such that payments or benefits that each of our named executive officers receives in connection with a “change in control” will be reduced to the extent necessary to avoid the imposition of any excise tax under Sections 280G and 4999 of the Internal Revenue Code if such reduction would result in a greater\nafter-tax\npayment amount for the named executive officer.\n\n \n\n13\n\n[Table of Contents](#toc)\n\nMr. Berg did not receive any payments or benefits in connection with his departure from the Company.\n\nEquity Compensation\n\nIn connection with the commencement of his employment, on January 8, 2025, Mr. Morris was granted an option to purchase 800,000 shares of our Class A common stock with an exercise price equal to the closing price of a share of our Class A common stock on such date, an option to purchase 425,000 shares of our Class A common stock with an exercise price of $9.00, an option to purchase 425,000 shares of our Class A common stock with an exercise price of $12.00, and 600,000 RSUs, in each case, under the 2021 Omnibus Incentive Plan (the “2021 Plan”). The RSUs vest in four equal installments on each of the first four anniversaries of the date of grant, and the options to purchase shares of our Class A common stock cliff vest as to 100% of the shares underlying the options on the fourth anniversary of the date of grant, in all cases, generally subject to Mr. Morris’ continued employment with us through the applicable vesting date and subject to accelerated vesting upon a “change in control” as defined in the 2021 Plan.\n\nIn connection with the commencement of his employment, on April 7, 2025, Mr. Kim was granted an option to purchase 310,000 shares of our Class A common stock with an exercise price equal to the closing price of a share of our Class A common stock on such date, an option to purchase 212,500 shares of our Class A common stock with an exercise price of $9.00, an option to purchase 212,500 shares of our Class A common stock with an exercise price of $12.00, and 200,000 RSUs, in each case, under the 2025 Inducement Plan (the “Inducement Plan”). The RSUs vest in four equal installments on each of the first four anniversaries of the date of grant, and the options to purchase shares of our Class A common stock cliff vest as to 100% of the shares underlying the options on the fourth anniversary of the date of grant, in all cases, generally subject to Mr. Kim’s continued employment with us through the applicable vesting date.\n\nIn connection with the commencement of her employment, on March 21, 2025, Ms. Mullen was granted an option to purchase 220,000 shares of our Class A common stock with an exercise price equal to the closing price of a share of our Class A common stock on such date, an option to purchase 180,000 shares of our Class A common stock with an exercise price of $9.00, an option to purchase 180,000 shares of our Class A common stock with an exercise price of $12.00, and 160,000 RSUs, in each case, under our Inducement Plan. The RSUs vest in four equal installments on each of the first four anniversaries of January 28, 2025, and the options to purchase shares of our Class A common stock cliff vest as to 100% of the shares underlying the options on the fourth anniversary of January 28, 2025, in all cases, generally subject to Ms. Mullen’s continued employment with us through the applicable vesting date.\n\nEquity Grant Practices\n\nThe Compensation Committee generally grants options annually to executives at its first scheduled meeting of the applicable fiscal year. Throughout the year, option awards may be made to new hires or in connection with promotions or other changes in employment. The Compensation Committee does not grant equity-based awards in anticipation of the release of material nonpublic information and does not time the disclosure of material nonpublic information for purposes of affecting the value of executive compensation.\n\nThe following table contains information required by Item 402(x)(2) of Regulation\nS-K\nabout options granted to the Company’s named executive officers in 2025 during the period beginning four business days prior to and ending one business day following the filing of a periodic report on Form\n10-Q\nor Form\n10-K,\nor the filing or furnishing of a Form\n8-K\nthat discloses material nonpublic information.\n\n \n\n14\n\n[Table of Contents](#toc)\n\nName\n\n  \n\nGrant date\n\n \n  \n\nNumber of\nsecurities\nunderlying\nthe award\n\n \n  \n\nExercise\nprice of the\naward\n($/Sh)\n\n \n  \n\nGrant date\nfair value\nof the\naward ($)\n\n \n  \n\nPercentage change\nin the closing\nmarket price of the\nsecurities\nunderlying the\naward between the\ntrading day ending\nimmediately prior\nto the disclosure of\nmaterial nonpublic\ninformation and the\ntrading day\nbeginning\nimmediately\nfollowing the\ndisclosure of\nmaterial nonpublic\ninformation\n\n \n\nChristopher Morris\n\n  \n \n\n1/8/2025\n(1)\n\n1/8/2025\n(1)\n\n1/8/2025\n(1)\n\n \n \n \n  \n \n\n425,000\n425,000\n800,000\n \n \n \n  \n \n\n12.00\n9.00\n6.41\n \n \n \n  \n \n\n1,615,000\n1,725,500\n3,504,000\n \n \n \n  \n \n\n2.11\n\n2.11\n\n2.11\n\n% \n\n% \n\n% \n\nKatie Mullen\n\n  \n \n\n3/21/2025\n(2)\n\n3/21/2025\n(2)\n\n3/21/2025\n(2)\n\n \n \n \n  \n \n\n180,000\n180,000\n220,000\n \n \n \n  \n \n\n12.00\n9.00\n3.99\n \n \n \n  \n \n\n370,800\n399,600\n594,000\n \n \n \n  \n \n\n6.23\n\n6.23\n\n6.23\n\n% \n\n% \n\n% \n\n \n\n(1)\n\nOur Current Report on Form\n8-K\ndisclosing a press release including certain commentary regarding the fiscal year ended January 4, 2025 was filed on January 13, 2025.\n\n(2)\n\nOur Current Report on Form\n8-K\ndisclosing the approval of the Inducement Plan was filed on March 21, 2025.\n\nEmployee and Retirement Benefits\n\nWe provide broad-based health and welfare benefits that are available to our corporate employees, including our named executive officers, including health, vision, dental, short-term and long-term disability, and life insurance. We provide employer-paid premiums for basic life insurance for our employees at the level of vice president and above, including for each of our named executive officers, as reflected in the Summary Compensation Table above, at 1x their annual salary up to $500,000 in a life insurance benefit. In addition, we maintain a 401(k) retirement plan for our employees that provides employer safe-harbor matching contributions. Other than the 401(k) plan, we do not provide any qualified or\nnon-qualified\nretirement or deferred compensation benefits to our employees, including our named executive officers.\n\nClawback\n\nIn accordance with the requirements of the Dodd-Frank Act, SEC rules and Nasdaq listing standards, we maintain a clawback policy that requires recoupment of certain erroneously-awarded incentive compensation received by current or former executive officers in the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under applicable securities laws.\n\n \n\n15\n\n[Table of Contents](#toc)\n\nOutstanding Equity Awards at Fiscal\nYear-End\n\nThe following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of January 3, 2026:\n\n \n\n \n\n  \n\nOption awards\n\n \n\n  \n\n \n\n \n\n \n\nStock awards\n\n \n\nName\n\n  \n\nNumber of\nsecurities\nunderlying\nunexercised\noptions (#)\nexercisable\n\n \n\n  \n\nNumber of\nsecurities\nunderlying\nunexercised\noptions (#)\nunexercisable\n\n \n\n  \n\nOption\nexercise\nprice\n($/share)\n\n \n\n  \n\nOption\nexpiration\ndate\n\n \n\n \n\nNumber of\nshares or\nunits of\nstock that\nhave not\nvested (#)\n\n \n\n \n\nMarket\nvalue of\nshares or\nunits of\nstock that\nhave not\nvested ($)\n(1)\n\n \n\nChristopher Morris\n\n  \n\n \n\n—\n\n \n\n  \n\n \n\n425,000\n\n \n\n  \n\n \n\n12.00\n\n \n\n  \n\n \n\n1/8/2035\n\n \n\n  \n\n \n\n(2\n \n\n)\n \n\n \n\n \n\n— \n\n \n\n  \n\n \n\n \n\n— \n\n \n\n  \n\n \n\n—\n\n \n\n  \n\n \n\n425,000\n\n \n\n  \n\n \n\n9.00\n\n \n\n  \n\n \n\n1/8/2035\n\n \n\n  \n\n \n\n(2\n \n\n)\n \n\n \n\n \n\n— \n\n \n\n  \n\n \n\n \n\n— \n\n \n\n  \n\n \n\n—\n\n \n\n  \n\n \n\n800,000\n\n \n\n  \n\n \n\n6.41\n\n \n\n  \n\n \n\n1/8/2035\n\n \n\n  \n\n \n\n(2\n \n\n)\n \n\n \n\n \n\n— \n\n \n\n  \n\n \n\n \n\n— \n\n \n\n  \n\n \n\n—\n\n \n\n  \n\n \n\n— \n\n \n\n  \n\n \n\n— \n\n \n\n  \n\n \n\n— \n\n \n\n  \n\n \n\n \n\n600,000\n\n \n\n  \n\n \n\n(3\n \n\n)\n \n\n \n\n \n\n2,064,000\n\n \n\nDavid Berg(8)\n\n  \n\n \n\n—\n\n \n\n  \n\n \n\n— \n\n \n\n  \n\n \n\n— \n\n \n\n  \n\n \n\n— \n\n \n\n  \n\n \n\n \n\n— \n\n \n\n  \n\n \n\n \n\n— \n\n \n\nThomas Kim\n\n  \n\n \n\n—\n\n \n\n  \n\n \n\n212,500\n\n \n\n  \n\n \n\n12.00\n\n \n\n  \n\n \n\n4/7/2035\n\n \n\n  \n\n \n\n(4\n \n\n)\n \n\n \n\n \n\n—\n\n \n\n  \n\n \n\n \n\n— \n\n \n\n  \n\n \n\n—\n\n \n\n  \n\n \n\n212,500\n\n \n\n  \n\n \n\n9.00\n\n \n\n  \n\n \n\n4/7/2035\n\n \n\n  \n\n \n\n(4\n \n\n)\n \n\n \n\n \n\n—\n\n \n\n  \n\n \n\n \n\n— \n\n \n\n  \n\n \n\n—\n\n \n\n  \n\n \n\n310,000\n\n \n\n  \n\n \n\n3.51\n\n \n\n  \n\n \n\n4/7/2035\n\n \n\n  \n\n \n\n(4\n \n\n)\n \n\n \n\n \n\n—\n\n \n\n  \n\n \n\n \n\n— \n\n \n\n  \n\n \n\n—\n\n \n\n  \n\n \n\n— \n\n \n\n  \n\n \n\n— \n\n \n\n  \n\n \n\n— \n\n \n\n  \n\n \n\n \n\n200,000\n\n \n\n  \n\n \n\n(5\n \n\n)\n \n\n \n\n \n\n688,000\n\n \n\nKatie Mullen\n\n  \n\n \n\n—\n\n \n\n  \n\n \n\n180,000\n\n \n\n  \n\n \n\n12.00\n\n \n\n  \n\n \n\n3/21/2035\n\n \n\n  \n\n \n\n(6\n \n\n)\n \n\n \n\n \n\n— \n\n \n\n  \n\n \n\n \n\n— \n\n \n\n  \n\n \n\n—\n\n \n\n  \n\n \n\n180,000\n\n \n\n  \n\n \n\n9.00\n\n \n\n  \n\n \n\n3/21/2035\n\n \n\n  \n\n \n\n(6\n \n\n)\n \n\n \n\n \n\n— \n\n \n\n  \n\n \n\n \n\n— \n\n \n\n  \n\n \n\n—\n\n \n\n  \n\n \n\n220,000\n\n \n\n  \n\n \n\n3.99\n\n \n\n  \n\n \n\n3/21/2035\n\n \n\n  \n\n \n\n(6\n \n\n)\n \n\n \n\n \n\n— \n\n \n\n  \n\n \n\n \n\n— \n\n \n\n  \n\n \n\n—\n\n \n\n  \n\n \n\n— \n\n \n\n  \n\n \n\n— \n\n \n\n  \n\n \n\n— \n\n \n\n  \n\n \n\n \n\n160,000\n\n \n\n  \n\n \n\n(7\n \n\n)\n \n\n \n\n \n\n550,400\n\n \n\n \n\n(1)\n\nBased on the closing price of a share of our Class A common stock ($3.44) on January 2, 2026, the last trading day of fiscal year 2025.\n\n(2)\n\nRepresents an option to purchase shares of our Class A common stock granted on January 8, 2025 that vests as to 100% of the underlying shares on the fourth anniversary of the date of grant, generally subject to the named executive officer’s continued service through the vesting date and subject to accelerated vesting upon a “change in control” as defined in the 2021 Plan.\n\n(3)\n\nRepresents RSUs granted on January 8, 2025 that vest in four equal installments on each of the first four anniversaries of the date of grant, generally subject to the named executive officer’s continued employment through the applicable vesting date and subject to accelerated vesting upon a “change in control” as defined in the 2021 Plan.\n\n(4)\n\nRepresents an option to purchase shares of our Class A common stock granted on April 7, 2025 that vests as to 100% of the underlying shares on the fourth anniversary of the date of grant, generally subject to the named executive officer’s continued service through the vesting date.\n\n(5)\n\nRepresents RSUs granted on April 7, 2025 that vest in four equal installments on each of the first four anniversaries of the date of grant, generally subject to the named executive officer’s continued employment through the applicable vesting date.\n\n(6)\n\nRepresents an option to purchase shares of our Class A common stock granted on March 21, 2025 that vests as to 100% of the underlying shares on the fourth anniversary of January 28, 2025, generally subject to the named executive officer’s continued service through the vesting date.\n\n(7)\n\nRepresents RSUs granted on March 21, 2025 that vest in four equal installments on each of the first four anniversaries of January 28, 2025, generally subject to the named executive officer’s continued employment through the applicable vesting date.\n\n(8)\n\nMr. Berg’s outstanding equity awards were forfeited in connection with his departure from the Company’s Board of Directors on September 10, 2025.\n\nDIRECTOR COMPENSATION\n\nThe following table sets forth information concerning the compensation awarded to, earned by, or paid to our\nnon-employee\ndirectors during the fiscal year ended January 3, 2026. Messrs. Morris’ and Berg’s compensation for fiscal year 2025 is included with that of our other named executive officers above. In fiscal year 2025, Ms. Bartlett and Mr. Crawford did not receive compensation from the Company in respect of their service as\nnon-employee\ndirectors.\n\n \n\n16\n\n[Table of Contents](#toc)\n\nName\n\n  \n\nFees earned\nor paid in\ncash ($)\n(1)\n\n \n\n  \n\nStock\n\nawards ($)\n(2)\n\n \n\n  \n\nTotal ($)\n\n \n\nAlexa Bartlett\n\n  \n\n \n\n— \n\n \n\n  \n\n \n\n— \n\n \n\n  \n\n \n\n— \n\n \n\nAndrew Crawford\n\n  \n\n \n\n— \n\n \n\n  \n\n \n\n— \n\n \n\n  \n\n \n\n— \n\n \n\nLaurie Ann Goldman\n\n  \n\n \n\n50,000\n\n \n\n  \n\n \n\n125,000\n\n \n\n  \n\n \n\n175,000\n\n \n\nJulia Hunter\n\n  \n\n \n\n50,000\n\n \n\n  \n\n \n\n125,000\n\n \n\n  \n\n \n\n175,000\n\n \n\nDorvin D. Lively\n\n  \n\n \n\n70,000\n\n \n\n  \n\n \n\n125,000\n\n \n\n  \n\n \n\n195,000\n\n \n\nNital Scott\n\n  \n\n \n\n50,000\n\n \n\n  \n\n \n\n125,000\n\n \n\n  \n\n \n\n175,000\n\n \n\n \n\n(1)\n\nThe amounts reported in this column represent cash fees earned in respect of services that were rendered in fiscal year 2025. In addition to Mr. Lively’s annual cash retainer pursuant to his letter agreement as described below, Mr. Lively received a $20,000 director fee for his role as Chairman of the Audit Committee.\n\n(2)\n\nThe amounts reported in this column represent the grant date fair value of RSUs granted in fiscal year 2025 to Ms. Goldman, Ms. Hunter, Mr. Lively, and Ms. Scott, computed in accordance with FASB ASC 718, excluding the effects of estimated forfeitures. For RSU awards, the grant date fair value was calculated by multiplying the closing price of the underlying shares of Class A common stock on the date of grant by the number of RSUs granted. As of January 3, 2026, our\nnon-employee\ndirectors held the following unvested RSUs: Ms. Goldman, 11,004; Ms. Hunter, 14,092; Mr. Lively, 11,004; and Ms. Scott, 11,004.\n\nDirector Compensation\n\nMs.\n\n Goldman\n\n. On March 11, 2021, we entered into a letter agreement with Ms. Goldman under which she agreed to serve on our Board of Directors beginning on or around April 1, 2021. Pursuant to her letter agreement, Ms. Goldman is entitled to receive an annual cash retainer equal to $50,000, payable in four equal quarterly installments. In addition, subject to approval of our Board of Directors, Ms. Goldman is entitled to receive an annual grant of RSUs valued at $125,000, which vests in four equal quarterly installments. Under Ms. Goldman’s letter agreement, she has agreed to a perpetual confidentiality covenant.\n\nMs.\n\n Hunter\n\n. On August 8, 2024, we entered into a letter agreement with Ms. Hunter under which she agreed to serve on our Board of Directors. Pursuant to her letter agreement, Ms. Hunter is entitled to receive an annual cash retainer equal to $50,000, payable in four equal quarterly installments. In addition, Ms. Hunter was entitled to receive an initial\none-time\ngrant of RSUs valued at $62,500, which vests in eight equal quarterly installments, and is entitled to receive an annual grant of RSUs valued at $125,000, which vests in four equal quarterly installments. Under Ms. Hunter’s letter agreement, she has agreed to a perpetual confidentiality covenant.\n\nMr.\n\n Lively\n\n. On March 1, 2021, we entered into a letter agreement with Mr. Lively under which he agreed to serve on our Board of Directors beginning on or around April 1, 2021. Pursuant to his letter agreement, Mr. Lively is entitled to receive an annual cash retainer equal to $50,000, payable in four equal quarterly installments. In addition, subject to approval of our Board of Directors, Mr. Lively is entitled to receive an annual grant of RSUs valued at $125,000, which vests in four equal quarterly installments. Under Mr. Lively’s letter agreement, he has agreed to a perpetual confidentiality covenant.\n\nMs.\n\n Scott\n\n. On November 22, 2021, we entered into a letter agreement with Ms. Scott under which she agreed to serve on our Board of Directors. Pursuant to her letter agreement, Ms. Scott is entitled to receive an annual cash retainer equal to $50,000, payable in four equal quarterly installments. In addition, Ms. Scott is entitled to receive an annual grant of RSUs valued at $125,000, which vests in four equal quarterly installments. Under Ms. Scott’s letter agreement, she has agreed to a perpetual confidentiality covenant.\n\nEach\nnon-employee\ndirector is entitled to reimbursement for reasonable\n\nout-of-pocket\n\nexpenses incurred in connection with their attendance at meetings of our Board of Directors or any committee thereof on which he or she serves.\n\n \n\n17\n\n[Table of Contents](#toc)"}