SEC Form DEF 14A filed by Ollie's Bargain Outlet Holdings Inc.

 

May 1, 2025

Letter from our President & Chief Executive Officer:

Dear Fellow Shareholders,

As just the fourth CEO of Ollie’s in over 42-years of existence, I consider it an honor and a privilege to be serving as its leader.

Ollie’s is a special company that was founded around one simple purpose: to save customers money on high-quality brand name consumer products. We have stayed true to this purpose and built a culture and operating model around fulfilling this purpose. We sell “Good Stuff Cheap. Real Brands, Real Bargains!” at prices typically 20% to 70% below traditional retailers. This commitment to our customers has never been more important, as consumers continue to look for ways to stretch their hard-earned dollars during a time of rising costs and inflationary pressures.

Ollie’s is built for this environment. Our constantly changing merchandise assortment is procured by a highly experienced and long-tenured merchant team, who leverage deep, long-standing vendor relationships with hundreds of major manufacturers, wholesalers, distributors, brokers, and retailers. These relationships enable our merchant team to find and select only the best products from a broad range of brand name closeout product offerings and to pass drastically reduced prices along to our customers.

Our store layouts are designed with this product assortment in mind. We make it easy for our customers to shop our stores by displaying our frequently changing assortment of products on rolling tables, pallets, and other display fixtures. Historically, we have expanded our store base by opening new stores organically. More recently, we also have increased our store base through the acquisition of select store leases of bankrupt and distressed retailers, either through a bankruptcy store auction process, or otherwise. We follow a contiguous unit growth strategy that combines backfilling existing markets and states with entering new markets and states in a contiguous manner.

Fiscal 2024 was another strong year for Ollie’s, with many highlights and achievements. Net sales of $2.3 billion increased approximately 10% when excluding the impact of the 53rd week in the previous year. Net income per diluted share was $3.23, and when excluding excess tax benefits related to stock-based compensation and the one-time equity awards resulting from the modification of existing equity awards for our Executive Chairman, adjusted net income per share increased 13% to $3.28. In addition to this, we expanded our operating margin by 20 basis points to 11.0% and generated over $227 million in cash from operations. We opened our fourth distribution center in Princeton, Illinois, thereby expanding our distribution capacity to approximately 750 stores and supporting our store growth in the Midwest. We launched a co-branded Ollie’s Visa card that carries no fees of any kind and provides additional benefits to our Ollie’s Army loyalty program. We opened 50 new stores, ending the fiscal year with a total of 559 stores across 31 states. And finally, we acquired store leases through several bankruptcy auction processes, laying the foundation for our accelerated growth in fiscal 2025 and beyond.

At a time when consumers need it most, we are delivering unprecedented value through an ever-changing assortment that combines quality, national brands, and pricing in a way that can only be found at Ollie’s. With so many other retailers closing stores or going bankrupt in the past few years, there are a lot of abandoned customers, merchandise, real estate, and talent in the marketplace. We think there is a unique opportunity to take on some of these assets in a manner that strengthens our competitive positioning, broadens our footprint, and bolsters shareholder returns for years to come. With our expanded supply chain, flexible and resilient operating model, fortress balance sheet, and committed associates, we are ready.

WE ARE… OLLIE’S!

This letter and accompanying Proxy Statement include forward-looking statements, including related to our near-term strategic goals and capabilities. Generally speaking, any statement in this Proxy Statement not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of words such as “could,” “should,” “can,” “aim,” “estimate,” “forecast,” “intend,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” and “potential,” or similar expressions. In particular, statements regarding the Company’s plans, strategies, prospects and expectations regarding its business and industry, are forward-looking statements. They reflect expectations, are not guarantees of performance and speak only as of the dates the statements are made. These forward-looking statements involve a number of risks and uncertainties. Please refer to “Cautionary Note Regarding Forward-Looking Statements” in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, filed with the Securities and Exchange Commission on March 26, 2025 for a discussion of factors that could cause actual results to differ from those in the forward-looking statements. Except as required by law, the Company does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements.

To our Stockholders,

Notice is hereby given that the 2025 Annual Meeting of Stockholders of Ollie’s Bargain Outlet Holdings, Inc. (“Annual Meeting”) will be held on June 12, 2025, at 10:00 a.m. local time at the Colonial Golf and Tennis Club, 4901 Linglestown Road, Harrisburg, PA 17112 to:

We will also consider any other matters that properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

Our Board of Directors fixed the close of business on April 16, 2025, as the record date (“Record Date”) for the determination of stockholders eligible to receive notice of and to vote at our Annual Meeting, and any adjournments or postponements thereof.

To reduce the environmental impact and cost of our Annual Meeting, we are providing access to proxy materials electronically through the internet pursuant to the Securities and Exchange Commission’s (the “SEC”) “notice and access” rules. However, if you prefer to receive paper copies of our annual proxy materials, please follow the instructions included in the Notice of Internet Availability.

To be admitted to the Annual Meeting, you must present proof of stock ownership as of the Record Date and a valid photo identification. Please follow the procedures described on page 3 of the Proxy Statement.

Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting, whether or not you plan to attend.

The Board of Directors (the “Board”) of Ollie’s Bargain Outlet Holdings, Inc. (“Ollie’s,” “we,” “us,” “our,” or the “Company”) is soliciting your proxy to be voted at the Annual Meeting to be held on June 12, 2025, at 10:00 a.m. local time at the Colonial Golf and Tennis Club, 4901 Linglestown Road, Harrisburg, PA 17112, and any postponement or adjournment thereof.

At the Annual Meeting, stockholders will be asked to vote to: (1) elect 10 nominees named herein as directors to hold office until the Next Annual Meeting; (2) approve a non-binding advisory proposal regarding the compensation of named executive officers (“Named Executive Officer(s)” or “NEO(s)”); (3) approve a new 2025 Equity Incentive Plan, which our Board adopted subject to approval by the Company’s stockholders at the Annual Meeting, to succeed the Company’s 2015 Equity Incentive Plan, which is expiring; and (4) ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the current fiscal year ending January 31, 2026 (“Fiscal 2025”). The Board is not aware of any matters to be brought before the Annual Meeting other than as set forth in the notice of meeting. If any other matters properly come before the Annual Meeting, the persons named in the enclosed form of proxy, or their substitutes, will vote in accordance with their best judgment on such matters.

Holders of common stock as of the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. As of the Record Date, there were 61,402,920 shares of common stock outstanding and entitled to vote at the Annual Meeting, with each share entitled to one vote.

Under the “notice and access” rules adopted by the SEC, we are furnishing Proxy Materials as defined on page 2 of this proxy statement (the “Proxy Statement”) to most of our stockholders through the internet, rather than mailing printed copies. By doing so, we save costs and reduce our impact on the environment. If you received a Notice of Internet Availability by mail, you will not receive printed copies of the Proxy Materials unless you request them in writing. The Notice of Internet Availability will instruct you how to access and review the Proxy Materials on the internet. If you would like printed copies of the Proxy Materials, please follow the instructions on the Notice of Internet Availability. The Notice of Internet Availability was first mailed on or about May 1, 2025, to all stockholders of record as of the Record Date for the Annual Meeting.

If you are a stockholder of record, you will need to present the Notice of Internet Availability or proxy card that you received, together with a form of personal photo identification, in order to be admitted into the Annual Meeting. If you are the beneficial owner of shares held in “street name” as of the close of business on the

Record Date, you will need to provide proof of ownership, such as a recent account statement or letter from your bank, broker, or other nominee, along with a form of photo identification. Alternatively, you may contact the broker, bank, or other nominee in whose name your shares of common stock are registered and obtain a legal proxy to bring to the Annual Meeting.

Please note that we will decide, in our sole reasonable discretion, whether the documentation presented for admission meets the requirements described above.

Our “Proxy Materials” include:

If you received printed versions of these materials by mail (rather than through electronic delivery), these materials also include a Proxy Card or voting instructions form. If you received or accessed these materials through the internet, your Proxy Card or voting instructions form are available to be filled out and executed electronically. You should review this entire Proxy Statement and the 2024 Annual Report to Stockholders before you vote.

The presence at the Annual Meeting, in person or by proxy, of the holders of at least a majority of the number of shares of common stock issued, outstanding, and entitled to vote as of the Record Date, is required to constitute a quorum to transact business at the Annual Meeting.

Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by broker non-votes (as defined below) also are counted as present and entitled to vote for purposes of determining a quorum.

If you are the beneficial owner of shares held for you by a broker, your broker must vote those shares in accordance with your instructions. If you do not provide voting instructions to your broker, your broker may vote your shares on any discretionary items of business to be voted upon at the Annual Meeting. If you do not provide voting instructions to your broker on how to vote your shares on any non-discretionary item of business, then the broker will not be able to vote your shares, which is known as a “broker non-vote.” The appointment of KPMG (Proposal 4) is considered a discretionary item, and brokers may vote on behalf of beneficial owners who have not provided voting instructions on this discretionary item. Brokers cannot vote on any of the other proposals contained in this Proxy Statement, which are non-discretionary items of business, unless they have received voting instructions from the beneficial owner, and to the extent that they have not received such voting instructions, brokers report such number of shares as “non-votes.”

Election of Directors. Proposal 1. The affirmative vote of the holders of a majority of the votes cast with respect to each director at the Annual Meeting is required to elect each nominee named herein as a director. Abstentions and broker non-votes will have no effect on this nondiscretionary proposal.

Non-Binding Advisory Vote to Approve Named Executive Officer Compensation. Proposal 2. The affirmative vote of the majority of shares present in person or represented by proxy and voting on the subject matter at the Annual Meeting is required to approve this nondiscretionary proposal. Abstentions and broker non-votes will have no effect on this proposal.

Approval of New 2025 Equity Incentive Plan. Proposal 3. The affirmative vote of the majority of shares present in person or represented by proxy and voting on the subject matter at the Annual Meeting is required to approve this nondiscretionary proposal. Abstentions and broker non-votes will have no effect on this proposal.

Ratification of the Selection of KPMG. Proposal 4. The ratification of the selection of KPMG as our independent registered public accounting firm for our fiscal year ending January 31, 2026, will be approved if it

receives the affirmative vote of the majority of shares present in person or represented by proxy at a meeting and voting on this proposal. This is a discretionary proposal, and brokers may vote on behalf of beneficial owners who have not furnished voting instructions on this item. Abstentions will have no effect on the outcome of this proposal.

Other Matters. If any other matters are properly presented at the Annual Meeting for action, including a question of adjourning or postponing the Annual Meeting from time to time, the persons named in the proxies and acting thereunder will have discretion to vote on such matters in accordance with their best judgment.

Although the advisory vote in Proposal 2 is non-binding, our Board will review the results of the vote and will take the results into account in making determinations regarding our Named Executive Officer compensation.

The vote on each matter submitted to the stockholders is tabulated separately. Broadridge Financial Solutions, or a representative thereof, will tabulate the votes.

Stockholders of record are requested to vote by proxy in one of four ways:

Voting instructions (including instructions for both telephonic and internet proxies) are provided on the Notice of Internet Availability and on any proxy card you receive. The internet and telephone proxy procedures are designed to authenticate stockholder identities, to allow stockholders to give voting instructions, and to confirm that stockholder instructions have been recorded properly. A control number, located on the Notice of Internet Availability or proxy card, will identify stockholders, and allow them to submit their proxies and confirm that their voting instructions have been properly recorded. Costs associated with electronic access, such as usage charges from internet access providers and telephone companies, must be borne by the stockholder. If you submit your proxy by internet or telephone, it will not be necessary to return a proxy card for your vote to be counted.

If a stockholder does not submit a proxy by the internet or by telephone or return a signed proxy card and does not attend the Annual Meeting and vote in person, his or her shares will not be voted. Shares of our common stock represented by properly executed proxies received by us or proxies submitted by telephone or via the internet, which are not revoked, will be voted at the Annual Meeting in accordance with the instructions contained therein.

If you sign and return your proxy card but fail to indicate how your shares should be voted on a given proposal, your shares will be voted as the Board recommends. In addition, we reserve the right to exercise discretionary authority to vote proxies, in the manner determined by the Company in its sole discretion, on any matters brought before the Annual Meeting for which we did not receive adequate notice under the proxy rules promulgated by the SEC.

Any proxy signed and returned by a stockholder or submitted by telephone or via the internet may be revoked at any time before it is exercised by giving written notice of revocation to the Company’s Secretary at our address set forth below, by executing and delivering a later-dated proxy (either in writing, by telephone, or via the internet), or by voting in person at the Annual Meeting. Attendance at the Annual Meeting will not, in and of itself, constitute revocation of a proxy.

If you are a stockholder who holds your shares in the name of a bank, broker, fiduciary, or custodian, follow the voting instructions on the form you receive from your record holder. The availability of internet and telephone proxies for these stockholders will depend on the voting procedures of the bank, broker, fiduciary, or custodian.

Some banks, brokers, and other holders of record may be participating in the practice of “householding” proxy statements, annual reports, or notices. This means that only one copy of our Proxy Materials or Notice of Internet Availability, as applicable, may have been sent to multiple stockholders in your household. If you want to receive separate copies of our Proxy Materials or Notice of Internet Availability, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker, fiduciary, custodian, or other holder of record, or you may contact James J. Comitale, Senior Vice President, General Counsel, and Corporate Secretary at Ollie’s Bargain Outlet Holdings, Inc., by written request, at 6295 Allentown Boulevard, Suite 1, Harrisburg, Pennsylvania 17112.

If you own shares of our common stock in more than one account, such as individually, and also jointly with your spouse, you may receive more than one Notice of Internet Availability relating to these Proxy Materials or copy of these Proxy Materials themselves. To assist us in saving money and to serve you more efficiently, we encourage you to have all your accounts registered in the same name and address by contacting our transfer agent: Equiniti Trust Company, LLC, 48 Wall Street, Floor 23, New York, NY 10005, Telephone: (800) 937-5449.

The Company is paying the costs of the solicitation of proxies. Members of our Board, Company officers and associates, and designated agents may solicit proxies by mail, telephone, fax, email, or in person. We will not pay directors, officers, or associates any extra amounts for soliciting proxies. We may, upon request, reimburse brokerage firms, banks, or similar entities representing street name holders for their expenses in forwarding Proxy Materials to their customers who are street name holders and obtaining their voting instructions.

No arrangements or contracts have been made or entered into with any solicitors as of the date of this Proxy Statement, although we reserve the right to engage solicitors if we deem them necessary. If done, such solicitations may be made by mail, telephone, facsimile, e-mail, or personal interviews.

Our Annual Report to Stockholders, which contains our consolidated financial statements for the fiscal year ended February 1, 2025 (“Fiscal 2024”), is being furnished to stockholders concurrently herewith. You also may obtain a copy of our Annual Report on Form 10-K for Fiscal 2024 that was filed with the SEC, without charge, by writing to Ollie’s Bargain Outlet Holdings, Inc., Attn: General Counsel, 6295 Allentown Boulevard, Suite 1, Harrisburg, Pennsylvania 17112. These materials will also be available without charge on our website at https://investors.ollies.com/sec-filings. All references in this Proxy Statement to our Annual Report on Form 10-K for Fiscal 2024 shall refer to our Annual Report on Form 10-K for Fiscal 2024 filed on March 26, 2025, as amended by our Form 10-K/A (Amendment No. 1) for Fiscal 2024 filed on April 11, 2025.

For a discussion of Adjusted EBITDA, a non-GAAP measure, including a reconciliation to the nearest GAAP measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — EBITDA and Adjusted EBITDA” beginning on page 40 of our Annual Report on Form 10-K for Fiscal 2024.

Beginning in June 2024, we completed certain executive promotions and appointments as part of our succession plan, including the promotion of Eric van der Valk from the role of Chief Operating Officer to the role of President and the promotion of Robert Helm from Senior Vice President and Chief Financial Officer to Executive Vice President and Chief Financial Officer, both transitions being effective June 5, 2024. We also hired Chris Zender as Executive Vice President and Chief Operating Officer on June 17, 2024.

Effective February 2, 2025, we promoted Eric van der Valk to President and Chief Executive Officer. In connection with his appointment as Chief Executive Officer, our Board enlarged the number of directors from nine to 10 and Mr. van der Valk was appointed to the Company’s Board of Directors. In conjunction with this transition, John Swygert was appointed Executive Chairman of the Board (“Executive Chairman”), also effective February 2, 2025. These transitions completed the Company’s Leadership Succession Plan, which was previously announced in June 2024.

Over the course of our fiscal year ended February 3, 2024 (“Fiscal 2023”) and Fiscal 2024, we returned approximately $105.6 million of value to our stockholders through the repurchase of 1,448,457 shares of the Company’s common stock, which represents 2.4% of the common stock outstanding as of the end of Fiscal 2024.

On March 19, 2025, we announced that our Board adopted and approved a new share repurchase authorization of an additional $300.0 million of the Company’s outstanding common stock, effective through March 31, 2029. The plan is subject to extension or earlier termination by the Board at any time.

Our Board is committed to continued evaluation and improvement of our governance practices, including as set forth under the section of this Proxy Statement entitled “Corporate Governance Matters,” in order to serve the best interests of the Company and our stockholders.

Our Board currently consists of 10 directors. Our current Board members are Alissa Ahlman, Mary Baglivo, Robert Fisch, Stanley Fleishman, Thomas Hendrickson, Abid Rizvi, John Swygert, Eric van der Valk, Stephen White, and Richard Zannino.

Our Board is fully declassified. Alissa Ahlman, Mary Baglivo, Robert Fisch, Stanley Fleishman, Thomas Hendrickson, Abid Rizvi, John Swygert, Eric van der Valk, Stephen White, and Richard Zannino have been nominated for election at the Annual Meeting for a one-year term, and if elected, they are expected to stand for re-election at our Next Annual Meeting.

In selecting director candidates for election at the Annual Meeting, our Nominating and Corporate Governance Committee and our Board considered whether each candidate possesses the required skill sets and fulfills the qualification requirements of directors approved by the Board, including independence, sound judgment, business specialization, technical skills, diversity, and other desired qualities. The following biographies describe the relevant business experience of each director and nominee.

The nominees for election as directors at the Annual Meeting are described below. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated each of the candidates for election. The Board expects that each of the nominees will be available for election as a director. However, if by reason of an unexpected occurrence, one or more of the nominees is not available for election, the persons named in the form of proxy have advised that they will vote for such substitute nominees as the Board may nominate.

In the event that, in an uncontested election, any incumbent director does not receive a majority of the votes cast in his or her favor, such director will promptly tender his resignation to the Board. Following consideration of the recommendation of the Nominating and Corporate Governance Committee, the Board will decide whether to accept or reject the tendered resignation or whether other action will be taken. The Board will disclose its explanation within 90 days after the publication of the Board election results. The Nominating and Corporate Governance Committee and the Board may consider any factor deemed appropriate in deciding whether to accept or reject the tendered resignation.

Alissa Ahlman has served as a director since May 2020. Ms. Ahlman was most recently the Chief Merchandising Officer of the Home Segment of the Franchise Group, Inc., from December of 2022 through November of 2024, where she oversaw merchandising, planning, allocation, and supply chain for American Freight. Prior to joining the Franchise Group, Ms. Ahlman served as Chief Merchandising Officer and Chief Design Officer for At Home Group, Inc. (“At Home”), a high growth, national big-box retailer specializing in home décor, furniture, and seasonal products. Ms. Ahlman joined At Home’s predecessor, Garden Ridge, in March 2008, prior to its rebranding to At Home in 2014. Ms. Ahlman was responsible for the merchandise transformation at At Home and was part of the executive leadership team that rebranded Garden Ridge to At Home, including its initial public offering in 2016. Ms. Ahlman held various roles in merchandising and merchandise planning until her retirement from At Home in December 2018. Before joining At Home, Ms. Ahlman served in merchandising roles at 99 Cents Only Stores LLC and Factory 2-U Stores, Inc. Ms. Ahlman’s retail, merchandising, marketing, and business experience qualify her to serve on our Board.

Mary Baglivo has served as a director since November 2023. Ms. Baglivo currently serves as the Chief Executive Officer of the Baglivo Group, a strategy consulting company. Ms. Baglivo has held Chief Marketing Officer roles at several universities, including Pace University, from 2020 to 2023, Rutgers University, from 2017 to 2018, and Northwestern University, from 2013 to 2017. Ms. Baglivo previously served as Chair and Chief Executive Officer for the Americas at Saatchi & Saatchi Worldwide from 2008 to 2013, and Chief Executive Officer for New York at Saatchi & Saatchi from 2004 to 2008. Prior to joining Saatchi & Saatchi, she was President of Arnold Worldwide from 2002 to 2004 and Chief Executive Officer of Panoramic Communications from 2001 to 2002. Ms. Baglivo currently serves as a director of Host Hotels and Resorts (Nasdaq: HST) and Urban Edge Properties (NYSE: UE). Ms. Baglivo previously served as a director of Ruth’s Hospitality Group (Nasdaq: RUTH) until July 2023 and PVH Corp (NYSE: PVH) until June 2021. Ms. Baglivo’s strategic thinking, marketing, advertising, and executive experience, and trusted board service qualifies her to serve as one of our directors.

Robert Fisch has served as a director since September 2015. Since January 2017, Mr. Fisch has been the President of RNF Group, a consulting company focused on the assessment and evaluation of retail and other business enterprises, as well as providing mentoring services to existing management of these companies. Mr. Fisch is a featured ForbesBooks author, publishing his most recent book “Get A Life – A Roadmap to Rule the World” in January 2023, in addition to “FischTales: The Making of a Millennial Baby Boomer”, published in 2019. In September 2020,

Mr. Fisch joined the Fashion Institute of Technology (“FIT”) Board of Directors. Mr. Fisch has launched with FIT the Bob Fisch Graduate Student Award Program in addition to being a speaker and mentor to its students. He also served as the President, Chief Executive Officer, and Chairman of the Board of Directors of rue21, inc. (Nasdaq: RUE), a large specialty apparel retailer, from June 2001 until October 2016. Mr. Fisch served as a member of the Board of Directors of The Children’s Place, Inc. (Nasdaq: PLCE) from June 2004 until March 2013. From February 1987 to December 1999, he served as the President of Casual Corner Group, Inc. Mr. Fisch’s strategic business acumen and operational experience as a chief executive officer as well as a corporate director of publicly traded retail companies qualify him to serve as one of our directors.

Stanley Fleishman has served as a director since March 2013. Since 2017, Mr. Fleishman has been the Executive Chairman of the Jetro/Restaurant Depot Group (“JRD”), a nationwide wholesale cash and carry food service distributor, prior to which he was its Chief Executive Officer since 1992, and prior to that he served as its Chief Financial Officer. Prior to joining JRD, Mr. Fleishman was the Chief Executive Officer of Dion Stores, a South African retail chain, from 1982 to 1985. Mr. Fleishman holds an M.B.A. from the Wharton School of the University of Pennsylvania, and undergraduate degrees in business and accounting. Mr. Fleishman’s broad management expertise and his operational and financial knowledge of the wholesale and retail industries qualify him to serve as one of our directors.

Thomas Hendrickson has served as a director since March 2015. Mr. Hendrickson was the Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer for Sports Authority Inc., a sporting goods retailer, from August 2003 until his retirement in February 2014. Prior to joining Sports Authority Inc., Mr. Hendrickson was the Executive Vice President, Chief Financial Officer, and Chief Administrative Officer for Gart Sports Company from January 1998 until the time of its merger with Sports Authority Inc. in August 2003. Mr. Hendrickson is currently the lead independent director and the chairman of the audit committee of the Board of Directors of O’Reilly Automotive, Inc. (Nasdaq: ORLY). Mr. Hendrickson also served as a director and the chairman of the audit committee of the Board of Directors of Snap One Holdings Corporation (Nasdaq: SNPO) until May of 2024, when the company was acquired by Resideo Technologies, Inc. Mr. Hendrickson’s financial, accounting, acquisition, and business experience qualify him to serve as one of our directors.

Abid Rizvi has served as a director since November 2022. Mr. Rizvi currently serves as the Chief Executive Officer of AriZona Beverages. He joined the company in 2016 and held various leadership positions of increasing authority before being appointed Chief Executive Officer in 2020. Mr. Rizvi also brings over 20 years of experience in consumer investment banking, having served as Managing Director and Head of Consumer and Retail Mergers & Acquisitions at RBC Capital Markets, LLC, from 2014 to 2016, and the Americas Head of Consumer and Head of Consumer and Retail Mergers & Acquisitions at Jefferies, LLC from 2010 to 2014. Mr. Rizvi began his investment banking career at Merrill Lynch & Co. where he rose to the position of Managing Director. He has extensive experience in business and financial operations, mergers and acquisitions, and accounting. Mr. Rizvi earned an MBA from MIT’s Sloan School of Management and a Bachelor of Science degree from MIT. Mr. Rizvi’s experience in finance, business leadership and operations, and banking qualify him to serve as one of our directors.

John Swygert has been our Executive Chairman since February 2, 2025. Before becoming our Executive Chairman, Mr. Swygert served as our Chief Executive Officer since June of 2024, President and Chief Executive Officer from December 2019 to June 2024, Executive Vice President and Chief Operating Officer from January 2018 to December 2019, Executive Vice President and Chief Financial Officer from 2011 to 2019, and Chief Financial Officer from 2004 to 2011. Prior to joining Ollie’s, Mr. Swygert was the Executive Vice President and Chief Financial Officer at Factory 2-U Stores, Inc. Before that, he held several positions of increasing authority at Factory 2-U Stores, Inc. from 1992. Mr. Swygert also previously worked at PETCO Animal Supplies, Inc. in business development and financial analysis. Mr. Swygert served on the Board of Directors of Truck Hero Holdings, Inc., a privately held company, from 2018 through January 2021. Since July 2021, he has served on the Board of Directors and the Audit Committee of Hillman Solutions Corp. (Nasdaq: HLMN). Mr. Swygert’s extensive industry, company, financial, business, and operational experience acquired from having served as our own President, Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, and in other various positions prior to joining Ollie’s, qualify him to serve as our Executive Chairman as well as one of our directors.

Eric van der Valk has been our President and Chief Executive Officer since February 2, 2025. Before that, he had served as our President since June of 2024, and before that, as our Executive Vice President and Chief

Operating Officer since joining Ollie’s in May of 2021. Prior to joining Ollie’s, Mr. van der Valk served as President and Chief Operating Officer of Christmas Tree Shops (“CTS”), a discount retailer specializing in seasonal, home decor, consumables, and closeout merchandise. After joining CTS in 2005, shortly after it was purchased by Bed Bath and Beyond, Mr. van der Valk assumed roles of increasing responsibility, leading to his appointment to Chief Operating Officer in 2018 and President and Chief Operating Officer in 2019. Prior to CTS, Mr. van der Valk held various financial and merchandising roles at May Department Stores, Filene’s, and Robinsons-May divisions including Vice President Planning, and Divisional Controller from 1998 to 2005. Prior to this, Mr. van der Valk served as head of store operations for KB Toys. Mr. van der Valk also serves on the Board of Directors of Brightmore Brands, the largest privately held for-profit thrift store chain in North America. Mr. van der Valk’s extensive industry, company, operational, financial, and board experience acquired from having served as our own President, Chief Executive Officer, Executive Vice President, and Chief Operating Officer, and, prior to that, serving in executive and board roles at various retailers, qualify him to serve as one of our directors.

Stephen White has served as a director since July 2016. Mr. White was the Chief Logistics Officer at Dollar Tree, Inc. (Nasdaq: DLTR) (“Dollar Tree”) from April 2003 until his retirement in May 2016. Mr. White first joined Dollar Tree in 1994 and was responsible for building the logistics division during his tenure with the company. Prior to joining Dollar Tree, Mr. White served as Director of Transportation and Administration and held various other distribution and transportation positions of increasing authority at Ames Department Stores from 1986 to 1994. Before that, Mr. White held several transportation and supply chain positions with a number of companies, including LyphoMed Pharmaceuticals, Eastern Airlines, Incom International, and Shell Oil Company (NYSE: SHEL). Mr. White also consults in the field of global logistics on a part-time basis. Mr. White holds a Bachelor of Science in Business Administration with dual majors in Transportation and Distribution Management, and Finance and Insurance from Northeastern University. Mr. White’s extensive experience in logistics, business, operations, and financial matters qualify him to serve as one of our directors.

Richard Zannino is our Lead Independent Director and has served as a director since September 2012. Mr. Zannino is a Managing Director of CCMP and a member of CCMP’s Investment Committee. Prior to joining CCMP in 2009, Mr. Zannino was Chief Executive Officer and a member of the Board of Directors of Dow Jones & Company (“Dow Jones”). Mr. Zannino joined Dow Jones as Executive Vice President and Chief Financial Officer in February 2001 and was promoted to Chief Operating Officer in July 2002 and to Chief Executive Officer and Director in February 2006. Prior to joining Dow Jones, Mr. Zannino was Executive Vice President in charge of strategy, finance, mergers and acquisitions, technology, and a number of operating units at Liz Claiborne. He originally joined Liz Claiborne in 1998 as Chief Financial Officer. Mr. Zannino is a Vice Chairman of the Pace University Board of Trustees. He also serves on the Boards of Directors of Estee Lauder Companies Inc. (NYSE: EL) and IAC/InterActiveCorp. (Nasdaq: IAC). Mr. Zannino’s extensive business and leadership experience, strong finance and management background in the retail industry, and his wide-ranging experience investing in and serving as a director for a diverse group of private and public companies qualify him to serve as our lead independent director and one of our directors.

To be elected, each of our nominees must receive the affirmative vote of the holders of a majority of the votes cast with respect to such nominee at the Annual Meeting.

Set forth below are biographical summaries of our executive officers as of May 1, 2025. See “Proposal 1-Election of Directors” above for information about Mr. van der Valk, who serves as our President and Chief Executive Officer, and Mr. Swygert, who serves as the Executive Chairman.

Robert Helm joined Ollie’s as our Senior Vice President and Chief Financial Officer in October of 2022 and was promoted to Executive Vice President and Chief Financial Officer in June of 2024, at which time he assumed the additional responsibility of overseeing the Ollie’s real estate and information technology departments. Prior to joining Ollie’s, Mr. Helm was the Chief Financial Officer of The Children’s Place, Inc. (Nasdaq: PLCE) (“TCP”), a children’s specialty apparel retailer. After joining TCP in 2016 as Vice President and Controller, Mr. Helm was promoted to roles of increasing responsibility, leading to his appointment as TCP’s Chief Financial Officer in 2021. Prior to TCP, he held various finance leadership roles at prominent retailers including Ralph Lauren, rag & bone, and FreshDirect. Mr. Helm began his career in public accounting and auditing, including at KPMG, and is a Certified Public Accountant.

Chris Zender has been our Executive Vice President and Chief Operating Officer since June 2024. Prior to joining Ollie’s, Mr. Zender was the President and Chief Operating Officer of Variety Wholesalers. He joined Variety Wholesalers in 2013 as the Executive Vice President and Chief Operating Officer, before being promoted to President and Chief Operating Officer. Prior to joining Variety Wholesalers, Mr. Zender was a Regional Pro Sales Manager, South Atlantic, for Home Depot from 2011 to 2013. Mr. Zender joined Home Depot following three years as an owner of an Atlanta-based construction company. Previously, Mr. Zender also worked at K&G Fashion Superstore/The Men’s Wearhouse (“K&G”) from 2001-2008 assuming roles of increased responsibility leading to his role as President, K&G, in 2004. Prior to K&G, Mr. Zender held various operating roles at Value City Department Stores and CR Anthony Company including Chief Operating Officer and Vice President of Stores, respectively.

Kevin McLain has been our Senior Vice President, General Merchandise Manager since May 2014. From May 2011 to May 2014, Mr. McLain was Senior Vice President, General Merchandise Manager of Hardlines with Variety Wholesalers. From January 1997 to May 2011, Mr. McLain held the position of Vice President, Merchandise Manager with Anna’s Linens, a textile and home goods retailer based in Costa Mesa, California. Prior to his position with Anna’s Linens, Mr. McLain served in various managerial roles for the Target Corporation.

Larry Kraus has been our Senior Vice President, Chief Information Officer since April 2024, and before that had been our Vice President, Chief Information Officer since joining the Company in February 2017. Prior to joining Ollie’s, Mr. Kraus served as Vice President of Technology for The Bon-Ton Stores, a regional department store chain, a position he held since March 2008. Prior to this, Mr. Kraus was the Divisional Vice President, Technical Services and Operations at the Bon-Ton Stores. Prior to joining The Bon-Ton Stores, Mr. Kraus held various information technology positions of increasing responsibility at Rite Aid Corporation (“Rite Aid”) and Walmart.

James Comitale has been our Senior Vice President and General Counsel since October 2021, and our Corporate Secretary since June 2022. Prior to joining Ollie’s, Mr. Comitale was with Rite Aid for 23 years, where he advanced from the Associate Counsel position to its Executive Vice President, General Counsel, and Corporate Secretary. During his tenure with Rite Aid, Mr. Comitale was responsible for the legal function of the organization including corporate compliance, governance, mergers and acquisitions, contract and document negotiation and drafting, and counseling, all to enhance Rite Aid’s strategy, operations, and business footprint. He also directed all manner of high-stakes federal and state litigation, managed the legal department and outside counsel, and handled all types of human resources matters and investigations, from retail and pharmacy operations up through executive management. Mr. Comitale obtained his Bachelor of Arts degree from La Salle University and his Juris Doctor degree from The Dickinson School of Law, Penn State University.

Pursuant to our Corporate Governance Guidelines and Principles, the Board affirmatively determines whether our directors are independent under Nasdaq’s corporate governance listing standards.

During its review of director independence, the Board considers all information it deems relevant, including without limitation, any transactions and relationships between each director or any member of their immediate family and the Company and its subsidiaries and affiliates. As a result of this review and based on the recommendation of the Nominating and Corporate Governance Committee, the Board affirmatively determined that Mses. Ahlman and Baglivo and Messrs. Fisch, Fleishman, Hendrickson, Rizvi, White, and Zannino are independent directors under the applicable SEC and Nasdaq rules.

Our Board has three standing committees: its Audit Committee, its Compensation Committee, and its Nominating and Corporate Governance Committee. Our Board has adopted charters for each of its standing committees. Current copies of our committee charters are posted on our website at https://investors.ollies.com/highlights.

The current members of the Audit Committee are Messrs. Fleishman, Hendrickson (Chair), Rizvi, and White. The Board has determined that Mr. Hendrickson is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K, and the Board is satisfied that all members of our Audit Committee have sufficient expertise and business and financial experience necessary to effectively perform their duties as members of the Audit Committee. Messrs. Fleishman, Hendrickson, Rizvi, and White meet the heightened independence requirements applicable to directors for purposes of serving on our Audit Committee under applicable SEC and Nasdaq rules.

The Audit Committee, among other items: (i) monitors and oversees our accounting and financial reporting processes, and the integrity of the corporate accounting and financial reporting processes and financial information, including financial statements; (ii) oversees and reviews our compliance with legal and regulatory requirements; (iii) oversees our processes relating to risk management, including cybersecurity risk; (iv) oversees our conduct and systems of internal control over financial reporting and disclosure controls and procedures; (v) oversees the annual audit of the Company’s financial statements; (vi) evaluates and recommends the independent registered public accounting firm’s qualifications, engagement, compensation, and independence; and (vii) monitors the performance of the Company’s independent registered public accounting firm as well as any other public accounting firm engaged to perform other audit, review, or attest services.

The Audit Committee met four (4) times during Fiscal 2024. From time to time, the Audit Committee acted on matters through written consents. The Audit Committee meets with our independent registered public accounting firm without management present on a regular basis.

The current members of the Compensation Committee are Mses. Ahlman and Baglivo, and Messrs. Fisch and Zannino (Chair). All members of the Compensation Committee meet the heightened independence requirements applicable to directors for purposes of serving on our Compensation Committee under applicable SEC and Nasdaq rules.

The Compensation Committee, among other items: (i) annually reviews, discusses, and approves the compensation of our Chief Executive Officer, and oversees and reviews the compensation our other executive officers; (ii) oversees management succession planning with the full Board; (iii) reviews and approves employment arrangements with our executive officers; (iv) oversees and administers equity and non-equity compensation plans and programs; (v) oversees, evaluates, and recommends to the Board appropriate forms and amounts of independent, non-employee director compensation; and (vi) oversees and approves the annual report of the Compensation Committee. As required by applicable SEC rules, it will also recommend to the Board the frequency of the “say-on-pay” vote.

The Compensation Committee also reviews and recommends to the Board the target annual incentive pool, the annual performance objectives for participants, and actual payouts to participants, including the executive officers. The Compensation Committee has sole decision-making authority with respect to all compensation recommendations for our executive officers, subject to further action of the Board as the Board determines in its discretion.

To assist it in performing its duties, the Compensation Committee has the authority to engage outside consulting firms. During Fiscal 2024, our Compensation Committee engaged Pearl Meyer & Partners LLC (“Pearl Meyer”), a compensation consulting firm, to advise on director and officer compensation.

The Compensation Committee met four (4) times in Fiscal 2024. From time to time, the Compensation Committee acted on matters through written consents. The Board approves decisions regarding executive compensation after taking into account the recommendations of the Compensation Committee and its members.

The current members of the Nominating and Corporate Governance Committee are Mses. Ahlman and Baglivo and Messrs. Fisch, Fleishman (Chair), Hendrickson, Rizvi, White, and Zannino. All members of the Nominating and Corporate Governance Committee are independent directors, as required under applicable SEC and Nasdaq rules.

The Nominating and Corporate Governance Committee, among other items, oversees the nomination process for candidates to the Board, including candidates recommended by stockholders, and filling vacancies consistent with the criteria approved by the Board. The Nominating and Corporate Governance Committee also: (i) reviews the effectiveness of, recommends modifications as appropriate to, and reviews Company disclosures concerning (x) the Company’s policies and procedures for identifying and screening Board nominee candidates, (y) the Company’s process and criteria (including experience, qualifications, attributes, diversity, and skills in light of the Company’s business and structure) used to evaluate Board membership and director independence, and (z) any policies with regard to Board diversity; (ii) reviews disclosures concerning director and director nominee experience, qualifications, attributes, or skills that led to the decision that each director or director nominee should serve as a director; (iii) reviews the relationships between directors, the Company, and members of management at least annually and recommends to the Board whether each director qualifies as independent; (iv) assesses the appropriateness of a director nominee who does not receive a “majority of the votes cast” at an election of directors continuing to serve as a director and recommends to the Board action to be taken in accordance with the resignation policy set forth in the Company’s Corporate Governance Guidelines and Principles; (v) reviews the appropriate skills and characteristics required of directors in the context of the current make-up of the Board and the needs of the Board given the circumstances of the Company; (vi) reviews periodically the Board and committee structure and leadership and recommends any changes to the Board; (vii) designs new director orientation and continuing education for all directors in conjunction with management; (viii) develops the methodology for annual self-evaluations of the Board, its committees, and executive management; (ix) develops the methodology for, coordinates, and oversees annual self-evaluations of the role and performance of the Board and its committees, and management, in the governance of the Company; and (x) reviews periodically the Company’s ESG strategy, initiatives, and policies.

In recommending director candidates, the Nominating and Corporate Governance Committee considers whether the candidates possess the required skill sets and fulfill the qualification requirements of directors as overseen and approved by the Board, including independence, sound judgment, business specialization, technical skills, diversity, and other desired qualities. The Company’s Corporate Governance Guidelines and Principles reflect the Board’s commitment to consider diversity of all kinds in evaluating Board candidates. Our Nominating and Corporate Governance Committee Charter requires that any search firm that the Company or Nominating and Corporate Governance Committee engages includes qualified candidates with a diversity of race/ethnicity and gender in the initial pool from which the Committee selects director candidates.

Stockholders may submit recommendations for consideration to the Nominating and Corporate Governance Committee, which will be evaluated using substantially the same criteria as applied to recommendations of directors and members of management, by providing the person’s name, appropriate background and biographical information by writing to the Nominating and Corporate Governance Committee at Ollie’s Bargain Outlet Holdings, Inc., Attn: The Board of Directors, the Nominating and Corporate Governance Committee, 6295 Allentown Blvd., Suite 1, Harrisburg, Pennsylvania 17112.

To assist it in performing its duties, the Nominating and Corporate Governance Committee has the authority to engage outside consulting firms.

The Nominating and Corporate Governance Committee met four times in Fiscal 2024. From time to time, the Nominating and Corporate Governance Committee also acted on matters through written consents.

Our director nominees up for election at this Annual Meeting are recommended to our Board for election by our Nominating and Corporate Governance Committee and nominated for election by the Board.

As noted above, our Board will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the Next Annual Meeting of stockholders (or, if applicable, a special meeting of stockholders). In general, in identifying and evaluating nominees for director, our Board considers whether the candidates possess the required skill sets and fulfill the qualification requirements of directors approved by the Board, including independence, sound judgment, business specialization, technical skills, diversity, and other desired qualities.

Our Corporate Governance Guidelines and Principles make explicit that diversity at the Board level is an essential element in supporting the attainment of the Company’s strategic objectives. Our Board believes that diversity of all kinds is meaningful for Board function. Our Nominating and Corporate Governance Committee is focused on identifying highly qualified candidates and will consider, among other factors, the extent to which a candidate would result in increased diversity of the Board. The Nominating and Corporate Governance Committee and the Board intends to continue to search for candidates who would enable the Board to become more diverse in terms of gender and ethnicity, and any director candidate so identified who also possesses the required skill sets and fulfills the Board’s established qualification requirements will be presented to the Nominating and Corporate Governance Committee for consideration. The members of our Board self-identify as follows:

Our Board believes periodic board refreshment promotes effective board structure and composition. The Board is elected annually and is declassified. The Board does not have a mandatory retirement age or term limits for directors. The Company reviews each director’s continued role on the Board, and the Board’s composition, annually to ensure the Board continues to generate new ideas and operate effectively. The Nominating and Corporate Governance Committee considers among other items each director’s age and length of tenure when considering Board composition and seeks to maintain a balance of experience and continuity.

Our Nominating and Corporate Governance Committee manages the process of identifying and screening potential director candidates to the Board, including candidates recommended by stockholders and filling vacancies consistent with the criteria approved by the Board. The annual Board and director self-assessment processes are important determinants in a director’s renomination and tenure. The additions to the Board of Alissa Ahlman in 2020, Abid Rizvi in 2022, and Mary Baglivo in 2023, have brought diversity, deep experience, broad perspective, and demonstrated success in fields critical to our business.

Our Board, its committees, and management continually monitor the material risks facing the Company, including, among other items, financial risk, strategic risk, operational risk, enterprise risk, legal risk, compliance risk, and cybersecurity risk. Management regularly reports to the Board on its activities in monitoring and mitigating material risks. Overall responsibility for risk oversight resides with our Board. In addition, the Board may delegate risk oversight responsibility to a particular committee in situations in which risk falls within the committee’s area of focus or expertise.

Our Board believes that for certain areas of risk, the Company is better served by having the initial risk evaluation and risk monitoring undertaken by a subset of the entire Board that is more focused on the issues pertaining to the particular risk.

Our Compensation Committee assists the Board in fulfilling the Board’s oversight responsibility relating to the evaluation of compensation risk. The Compensation Committee is aware that compensation arrangements, if not properly structured, may encourage inappropriate risk-taking. The Compensation Committee, therefore, conducts, an annual formal review, in conjunction with Pearl Meyer, of all of its incentive programs for executives and management associates. After conducting this review in Fiscal 2024, the Compensation Committee concluded that our compensation programs are not reasonably likely to incentivize associate behavior that would result in any material adverse effect to the Company. Our Compensation Committee assists the Board in evaluating risks relating to our compensation policies and procedures.

Our Nominating and Corporate Governance Committee assists the Board in fulfilling the Board’s oversight responsibility relating to the evaluation of ESG risk. Our Nominating and Corporate Governance Committee has responsibility under the Nominating and Corporate Governance Committee Charter to review ESG risk and develop strategy as we continue to evolve our responses in this area.

Our Audit Committee assists the Board in fulfilling the Board’s oversight responsibility relating to the evaluation of financial, regulatory, legal, cyber, and other enterprise level risks confronting the Company. Our Chief Information Officer reports and updates our Audit Committee at least quarterly on all activities and initiatives that our information technology (“IT”) security and compliance team undertakes to monitor and secure our enterprise communications, systems, and assets from external and internal threats. Our Audit Committee, our Chief Information Officer, and management as necessary regularly update our Board on IT and information security matters.

The Company also has a management level enterprise risk management committee that meets quarterly and reports quarterly to the Audit Committee. Our Chief Information Officer is a member of this committee and regularly reports on both the proactive and other measures that our IT security team undertakes to monitor and secure our communications, systems, and assets, and also details and reports on the various training and compliance programs that it develops and maintains for individual users and groups within our workforce, together with the delivery and results of these training sessions.

The Company, among other items: (i) undergoes an independent annual IT risk assessment performed in accordance with top industry security standards; (ii) is independently audited and certified annually for payment card industry (“PCI”) compliance; (iii) undergoes annual internal and external penetration testing; and (iv) undergoes annual web application and mobile application penetration testing. A recognized cybersecurity testing and auditing firm performs this testing and certification.

The Company also subscribes to an industry leading independent IT cybersecurity rating service that provides us with an ongoing IT security rating which, among other items, allows us to analyze and enhance our IT security rating and compare it to certain peers in our industry. The Company regularly assesses and tests the Company’s policies, standards, processes, and practices that are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures. The Company regularly engages third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits, and independent reviews of our information security control environment and operating effectiveness. Reports regarding the results of such assessments, audits, and reviews are presented to the Company’s risk management committee and the Audit Committee on a quarterly basis, and the Company adjusts its cybersecurity policies, standards, processes, and practices as necessary based on the valuable information gleaned during these assessments, audits, and reviews.

As it deems necessary, the respective Board committee to which oversight and monitoring of a particular risk has been assigned reports on risk exposures and mitigation strategies with respect to such risk to the entire Board.

Our Board understands there is no single, generally accepted approach to providing Board leadership and that given the dynamic and competitive business environment in which we operate, the appropriate leadership structure may vary as circumstances warrant. The Board has appointed John Swygert as our Executive Chairman and Richard Zannino as our Lead Independent Director. The Board reviews the appointment of the Executive Chairman and Lead Independent Director periodically.

Our Executive Chairman is appointed by the independent members of our Board, with the following responsibilities:

Our Lead Independent Director is appointed by the independent members of our Board, with the following responsibilities:

It is our policy that each director must be prepared to devote the time required to prepare for and attend Board meetings and fulfill his or her responsibilities effectively. Our directors may not serve on more than four other public company board of directors, and none of our directors currently serves on more than two other public company board of directors.

During Fiscal 2024, there were four regular meetings of the Board, two special meetings of the Board, four meetings of the Audit Committee, four meetings of the Compensation Committee, and four meetings of the

Nominating and Corporate Governance Committee. The Board and committees also took formal action by written consent from time to time as necessary. Each of our directors attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which they served during Fiscal 2024. Additionally, the independent directors regularly met in executive session without the presence of management in Fiscal 2024. The Lead Independent Director chaired these executive sessions of the independent directors.

We do not, as a general matter, require the members of our Board to attend our annual meetings of stockholders. Mr. Swygert and Mr. van der Valk attended the 2024 annual meeting of stockholders.

Our independent directors hold executive sessions regularly.

Stockholders and other parties interested in communicating directly with the Board may do so by writing to the Board, c/o Ollie’s Bargain Outlet Holdings, Inc., Attention: James J. Comitale, General Counsel and Corporate Secretary, 6295 Allentown Boulevard, Suite 1, Harrisburg, Pennsylvania 17112. The Company’s General Counsel will review all correspondence and forward to the Board all such correspondence that, in the opinion of the General Counsel, deals with the functions of the Board or committees thereof or that the General Counsel otherwise determines requires Board attention. Concerns relating to accounting, internal controls, or auditing matters will immediately be brought to the attention of the Chairman of the Audit Committee. We have adopted a Whistleblower Policy (and implemented a Whistleblower Hotline), which establishes procedures for submitting these types of concerns, either personally or anonymously, through the submission of a recorded message or written statement to a dedicated hotline communication phone number and site hosted by an independent third party with messages or statements immediately made available to the Company’s General Counsel and the Chair of the Audit Committee. Also, during each Audit Committee meeting, management updates the committee regarding the status of messages and statements left during the fiscal quarter.

Stockholders and other parties interested in communicating directly with Mr. Hendrickson, as Chair of the Audit Committee, may do so by writing to Mr. Thomas Hendrickson, Chair, Audit Committee, c/o Ollie’s Bargain Outlet Holdings, Inc., 6295 Allentown Boulevard, Suite 1, Harrisburg, Pennsylvania 17112.

We have Corporate Governance Guidelines and Principles that the Board adopted to serve as a flexible operating framework for the Board and its committees. These guidelines cover a number of areas including the role of our Board, the size and composition of our Board, Board membership criteria and its committees, and our Board’s working process. The guidelines are reviewed periodically and updated as necessary. Our Corporate Governance Guidelines and Principles are posted on our website at https://investors.ollies.com/highlights.

Our top priorities in responding to current ESG conditions continue to be the safety and well-being of our associates and customers. While doing so, we have focused on ESG opportunities as we look to continue sustainable and responsible growth. The Company has taken a variety of steps to serve ESG initiatives including those summarized herein. Also, the very nature of our business provides us the opportunity to be a leader of sustainability in the retail industry. Our business model provides a viable marketplace for merchandise that otherwise may have needlessly been discarded by other retailers, while simultaneously offering “Real Brands” at “Real Bargain prices” to our customers.

The Company positively impacts the environment through initiatives for the reduction of energy consumption, such as replacing less efficient lighting with more energy efficient LED lighting. Currently, a majority of our retail stores contain LED lighting, and our goal is to implement LED lighting in all of our retail stores in the coming years. We also have implemented an energy management system in most of our stores. This system allows us to operate the energy systems of all stores from a centralized location, so we can more efficiently diagnose issues, monitor energy needs, and optimize energy usage.

Ollie’s is committed to conducting business in an environmentally sound manner based on scientific understanding, customer needs, and local requirements. Directors, officers, and associates are required to comply with all applicable health, safety, and environmental laws and regulations, and all related policies adopted by the Company. Further, we take efforts to minimize the environmental impact of our business, including through the implementation of a chain-wide recycling programs that divert thousands of tons of cardboard from the landfill each year.

The Company also seeks to build a diverse and inclusive workplace where we can leverage our collective talents, striving to ensure that all associates are treated with dignity and respect. We are committed to providing equal employment opportunities and advancement consideration to all individuals and providing a working environment that is free of intimidation, harassment, and retaliation. Ollie’s is an equal opportunity employer and has established an Equal Employment Opportunity Policy affording equal employment opportunities to associates and applicants without regard to race, color, religion, sex, sexual orientation, gender identification, national origin, age, disability, genetic information, or any other characteristic protected under applicable law. The same policy prohibits discrimination, harassment, and retaliation of any type.

We offer a compelling work environment with meaningful experiences, growth, and career-development opportunities. This starts with the opportunity to do challenging work and learn on the job and is supplemented by programs and continuous learning that help build skills to advance. We also provide internal leadership development programs designed to prepare our high-potential associates for greater responsibility. Our Ollie’s Leadership Institute (“OLI”) is a program that equips field associates with the ability to advance their careers. Each OLI participant receives an individual development plan, designed to prepare them for their next level position.

We encourage a promote-from-within environment as internal resources permit. Reflecting our belief in our “home grown” talent, OLI is our preferred source for new supervisors and team leaders. In Fiscal 2024, over 60% of our current district team leaders were internally promoted to their current positions. Company-wide, over 60% of our field positions were filled with internal promotions. Our current team of district team leaders and store team leaders have an average tenure of approximately 7.7 years and 4.4 years, respectively. We believe our training and development programs help create a positive work environment and result in stores that operate at a high level. We believe internal promotions, coupled with the hiring of individuals with previous retail experience, provide the management structure most conducive to our long-term strategic growth.

In Fiscal 2024, we continued to promote and foster the Company’s core values campaign (“Ollie’s Core Values”) introduced during the Company’s fiscal year ended January 28, 2023 (“Fiscal 2022”), which established guidelines to assist associates in acting and thinking in furtherance of Ollie’s Core Values. We are committed to building and maintaining a strong culture to drive performance. Ollie’s Core Values provide a framework for how we think and act as an organization. Ollie’s Core Values are:

 

In January of 2024, we officially launched the Ollie’s Culture Committee, a voluntary group of associates from across the organization who collaborate to bring the Core Values to life throughout the Company, including integrating the Core Values into day-to-day operations at the Company’s store support center and driving associate satisfaction, engagement, and retention across the organization.

We are committed to providing market-competitive compensation to all of our associates. Eligible associates participate in one of our various bonus incentive programs, which provide the opportunity to receive additional compensation based upon store and/or Company performance. In addition, we provide eligible associates the opportunity to participate in a 401(k) retirement savings plan. We have enhanced the value of this retirement benefit by electing to make the 401(k) Plan a “safe harbor” 401(k) Plan. Effective with pay beginning on January 1, 2024, we provided each eligible associate with an immediately-vested 100% Company match of the

first three percent of each eligible associate’s contribution to the 401(k) Plan and 50% of the next two percent of each eligible associate’s contribution to the 401(k) Plan. We also share in the cost of health insurance provided to eligible associates. In Fiscal 2023, we switched health insurance providers to provide substantially similar coverage more efficiently, and we continue to evaluate our programs and other offerings in order to optimize the benefits available to our associates. We provide all of our full-time and part-time associates with paid time off. All associates also receive a discount on merchandise purchased from Ollie’s stores.

We strive to maintain a safe, secure, and healthy working environment and have established safety training programs. This includes administering an occupational injury- and illness-prevention program, the opportunity to reduce associate health care costs through the submission of an annual physical, and an associate assistance program, among other voluntary measures.

We continue to monitor the impact of ongoing and potential future health- and safety- related events on our business, including on our associates, customers, business partners, and supply chain. We are committed to maintaining a safe work and shopping environment and continue to plan for appropriate responses to future health and safety challenges.

We also support local charitable organizations by providing eligible non-profit applicants with discount certificates to use towards purchases at our stores and by participating in local non-profit fundraising events. In Fiscal 2024, the Company supported many local charitable organizations.

Because honesty, integrity, professionalism, fairness, and compliance with laws and regulations are of the utmost importance to Ollie’s, we have adopted a Code of Ethical Business Conduct (the “Code of Conduct”) that applies to our directors, officers, associates, and merchandise vendors. A copy of the current Code of Conduct can be found on our website at https://investors.ollies.com/highlights.

The Company has adopted an insider trading policy that governs the purchase, sale, and/or disposition of its securities by its directors, officers, employees, and other covered persons that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable Nasdaq listing standards. In addition, it is the policy of the Company to comply with all applicable securities laws when transacting in its own securities.

Under the Company’s “Open Door Policy” and “Whistleblower Policy” (with toll free numbers available for both “Tip Line” and “Whistleblower” contact to be made), associates are strongly encouraged to voice concerns to a manager, or, if an immediate manager is involved in the problem, to discuss the issue with the next level of management who is not involved, and to otherwise seek guidance from the appropriate authority in the event of any perceived violation of the Code of Conduct.

The Code of Conduct establishes the process and procedures for review and investigation of any alleged violations thereunder. In Fiscal 2024, we also instituted an incentive program to reward associates who bring legitimate tips to the Company’s attention. Any Ollie’s director, officer, or associate who becomes aware of any actual or potential Code of Conduct violation or any violation of law, regulation, or other standard of conduct to which Ollie’s is subject, is required to promptly report such matters, through any one or more of the following means:

The Board and its committees are committed to establishing and overseeing responsible corporate governance, including, among other items responsible and efficient policies and procedures that address ESG conditions and serve ESG initiatives in the best interests of the Company. The Nominating and Corporate Governance Committee Charter expressly charges the Nominating and Corporate Governance Committee with, among other items, periodically reviewing the Company’s ESG strategy, initiatives, and policies. The Nominating and Corporate Governance Committee also receives regular updates from management regarding significant ESG activities.

The Audit Committee charter expressly charges the Audit Committee with, among other items, maintaining and overseeing: (a) the Code of Conduct and significant issues that may arise under it related to management,

executive officers, and directors of the Company; (b) the Company’s Related Person Transaction Policy and the process for approval or ratification of all related person transactions; and (c) procedures for (i) the receipt, retention, and treatment of complaints regarding accounting, internal controls, or auditing matters, and (ii) the confidential, anonymous submission by the Company’s associates of concerns regarding questionable accounting or auditing matters.

The Compensation Committee charter expressly charges the Compensation Committee with, among other items, overseeing and planning, the policies related to compensation for associates and directors of, and consultants to, the Company. At least annually, the Compensation Committee reviews the Company’s compensation policies and practices.

for executives, senior management, and associates generally, to assess whether such policies and practices could lead to excessive risk-taking behavior and the manner in which any risks arising out of the Company’s compensation policies and practices are monitored and mitigated. The Compensation Committee also considers and advises on the disclosure of the Compensation Discussion and Analysis in the Company’s Annual Report on Form 10-K and these Proxy Materials, as well as the most recent stockholder advisory vote on executive compensation, commonly referred to as the “say-on-pay” vote, required by Section 14A of the Exchange Act.

Our Board values the recruitment and retention of members with unique perspectives, backgrounds, and experiences. With the valuable additions of Ms. Ahlman in 2020, Mr. Rizvi in 2022, and Ms. Baglivo in 2023, the Board has increased its strength and diversity, not only in expertise and experience, but also in gender and ethnicity. The Board has also adopted Corporate Governance Guidelines and Principles to emphasize that diversity at the Board level is an essential element in supporting the Company’s attainment of strategic objectives. Our Nominating and Corporate Governance Committee focuses on identifying highly qualified candidates and will consider, among other factors, the extent to which a candidate would result in increased diversity of the Board.

To ensure our directors are prepared to devote the time necessary and required to prepare for and attend Board meetings and fulfill their responsibilities effectively, the Board’s Corporate Governance Guidelines and Principles include an overboarding policy limiting the number of other public-company boards of directors on which our directors are permitted to serve. The overboarding policy also requires directors to advise the Chair of the Nominating and Corporate Governance Committee in advance of accepting any invitation to serve on a board of directors of another for-profit company or significant not-for-profit enterprise.

Our Board, based upon the recommendation of the Compensation Committee, and with the input of its compensation consultant, as needed, regularly evaluates and adjusts, as appropriate, non-employee director compensation. Each non-employee director receives an annual cash retainer and an annual equity award, and certain committee members and committee chairs receive additional cash retainers.

In May of Fiscal 2024, the Compensation Committee reviewed and discussed Pearl Meyer’s most recent non-employee director compensation analysis in light of the increases made with respect to the Chairs and members of the Audit Committee and Compensation Committee during Fiscal 2023, and as a result, the Compensation Committee recommended, and the Board approved, maintaining independent director total compensation at the current amounts with no changes.

In Fiscal 2024, each non-employee director received an annual cash retainer of $80,000 (the “Annual Cash Retainer”) and an annual equity award of $125,003. The additional cash retainer for the Chair of the Audit Committee was $25,000, and the additional cash retainer for the other members of the Audit Committee was $12,500. The additional cash retainer for the Chair of the Compensation Committee was $20,000, and the additional cash retainer for the other members of the Compensation Committee was $10,000. Cash compensation is paid in quarterly installments to those directors eligible to receive it.

We also maintain a policy covering stock ownership guidelines for our directors and officers (the “Executive Stock Ownership Guidelines Policy”). The Executive Stock Ownership Guidelines Policy provides a guideline for each non-employee director to maintain four times their Annual Cash Retainer in the form of Company equity. As of February 1, 2025, each non-employee director had either met the guidelines provided in the Executive Stock Ownership Guidelines Policy, or the Compensation Committee deemed that each non-employee director who had not yet met the guidelines provided in the Stock Ownership Guidelines Policy to be on a satisfactory path to meet the guidelines. For more details on stock ownership guidelines, see “Compensation Discussion and Analysis – Executive Stock Ownership Guidelines Policy.” All non-employee directors receive annual awards of Restricted Stock Units (“RSUs”), which vest one year from the grant date.

We also reimburse each of our directors for direct travel expenses incurred and documented in connection with attendance at meetings of the Board and its committees, as well as other required commitments.

The following table sets forth the information concerning all compensation paid by the Company during Fiscal 2024 to our non-employee directors.

Ollie’s seeks a non-binding advisory vote from its stockholders to approve the compensation of its Named Executive Officers as described in the Compensation Discussion and Analysis section beginning below. This vote is commonly known as “say-on-pay,” and the Compensation Committee of the Board adopted a policy of providing for an annual say-on-pay vote after our stockholders voted in support of this frequency regarding the Company’s non-binding advisory vote regarding the compensation of its Named Executive Officers during our 2024 annual meeting of stockholders.

We encourage you to read and review the Compensation Discussion and Analysis and the compensation tables along with its accompanying narratives to learn more about our executive compensation programs and policies. The Board believes our Fiscal 2024 compensation decisions and our executive compensation programs align the interests of our stockholders and executives while emphasizing variable, at-risk compensation largely tied to Company performance goals while balancing both long- and near-term objectives.

This vote is not intended to address any specific item of compensation, but rather our overall compensation policies and procedures related to our Named Executive Officers. Because this “say-on-pay” vote is advisory, it will not be binding on us. However, our Board will carefully consider the outcome of this vote as well as other factors, including discussions with investors and other stakeholders, when making future executive compensation arrangements. We will disclose how many stockholders voted “For” or “Against” this resolution and how many stockholders abstained from voting.

The Board recommends that stockholders vote in favor of this resolution:

“Resolved, that Ollie’s stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in Ollie’s proxy statement for the Annual Meeting pursuant to the executive compensation disclosure rules of the United States Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2024 Summary Compensation Table and the other related tables and disclosure.”

The Board unanimously recommends a vote “FOR” this proposal.

The Compensation Committee is committed to providing a compensation program for our executives that is aligned with the strategic direction of our business and rewards executives for creating value for our stockholders. This compensation discussion and analysis (“CD&A”) provides an overview of our executive compensation program and how the compensation provided to our NEOs, who were our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executive officers during Fiscal 2024, was determined.

Our NEOs for Fiscal 2024 are as follows:

Beginning in June 2024, we completed certain executive promotions and appointments as part of our succession plan, including the promotion of Eric van der Valk from the role of Chief Operating Officer to the role of President and the promotion of Robert Helm from Senior Vice President and Chief Financial Officer to Executive Vice President and Chief Financial Officer, both transitions being effective June 5, 2024, and the hiring and appointment of Chris Zender as Executive Vice President and Chief Operating Officer on June 17, 2024.

Effective February 2, 2025, John Swygert transitioned from the role of Chief Executive Officer to the role of Executive Chairman, and Eric van der Valk was promoted to Chief Executive Officer. In connection with their employment transitions and promotions on February 2, 2025, each of Mr. Swygert and Mr. van der Valk entered into new employment agreements with us, which are briefly described under “—Employment Agreements” below.

In Fiscal 2024, we compensated our NEOs through a combination of base salary, annual cash incentive bonuses, and grants of stock options and RSUs pursuant to our 2015 Equity Incentive Plan (the “2015 Plan”). Executive officers are also eligible to receive certain benefits, which include the ability to participate in our safe harbor 401(k) Plan with matching contributions, automobile allowances, group term life insurance, and group health insurance, including medical, dental, and vision insurance.

Our compensation program for our NEOs is driven by the need to recruit, develop, motivate, and retain top talent both in the short- and long-term and align the interests of NEOs and stockholders.

Base Salaries: As discussed below under “Elements of our Executive Compensation and Benefits Programs- Base Salary,” all of our NEOs received base salary increases in Fiscal 2024.

For participants in the annual incentive bonus plan (the “Incentive Bonus Plan”), the annual incentive bonus is based on the salary of the individual, and a sliding scale that is consistent with their position with the Company or as is set out in their respective employment agreements. Our Incentive Bonus Plan is based on the level of

Company performance against a target that is approved by the Board on an annual basis, based on a target Adjusted EBITDA (the “Target Adjusted EBITDA”). In the event that the Company does not exceed a threshold of 85% of the Target Adjusted EBITDA, no bonus is paid. The maximum bonus is payable upon achievement of over 115% of Target Adjusted EBITDA. Between 85.01% and 115% of Target Adjusted EBITDA, payouts are calculated based on linear interpolation between these amounts. For Fiscal 2024, our Adjusted EBITDA of $312.7 million was approximately 102.1% of the Target Adjusted EBITDA of $306.2 million, resulting in payouts for our NEOs of 128.6% of their Target Bonuses. For a discussion of how we calculate Target Adjusted EBITDA and our NEOs’ payouts for the 2024 Incentive Bonus Plan, see “Elements of Our Executive Compensation and Benefits Programs” – “Annual Incentive Compensation,” below.

For Fiscal 2024, we granted long-term equity awards to our NEOs in the form of stock options and RSUs. The stock options and RSUs have an equal annual ratable vesting over four years, subject to the NEO providing continued services through each applicable vesting date and otherwise in accordance with the 2015 Plan and award agreements. See “Elements of our Executive Compensation and Benefits Program” − “Long-Term Equity Incentive Compensation,” below.

We endeavor to adhere to key governance practices that reflect our compensation philosophy and support long-term Company success while helping to mitigate compensation risks.

Our Board has delegated administration of our executive compensation program to the Compensation Committee, which, among other matters, reviews the performance of our NEOs and makes determinations and decisions on their compensation programs, including the components, mix, and targeted amounts. In evaluating and making determinations about the Company’s compensation policies and programs, the Compensation Committee considers, among other matters, operational performance, the Company’s risk profile, recommendations and

advice of the Committee’s independent compensation consultant, compensation levels among our peers, and the results of the most recent “say-on-pay” vote of our stockholders. As described in more detail in this Proxy Statement under “Corporate Governance Matters - Committees of the Board, Compensation Committee,” the Compensation Committee operates under a written charter, which the Compensation Committee and the Board review periodically and update as necessary, which, among other items, sets out its roles and responsibilities regarding executive compensation. All members of the Compensation Committee meet all applicable independence standards under the SEC’s and Nasdaq’s corporate governance standards.

The President and Chief Executive Officer provides input as to all other NEOs’ performance and recommends compensation adjustments for all executives other than himself. Ultimately, all decisions regarding NEO compensation are made by the Compensation Committee at the direction of our Board.

To assist the Compensation Committee in performing its duties, the Compensation Committee has the authority to engage outside consulting firms. Our Compensation Committee has engaged Pearl Meyer as its independent compensation consultant to advise on director and executive officer compensation. In Fiscal 2024, Pearl Meyer assisted the Compensation Committee regarding executive compensation matters.

The Compensation Committee has the sole discretion to engage, retain, obtain the advice of, terminate, and to determine the funding for the compensation consultant, and is directly responsible for the appointment, compensation, and oversight of the compensation consultant’s work.

The Compensation Committee has examined the independence of Pearl Meyer under the factors contained in the SEC rules and Nasdaq listing standards and determined that Pearl Meyer is independent and concluded that Pearl Meyer’s work for the Committee does not raise any conflict of interest.

Our executive compensation programs are designed to accomplish the following principles:

The Compensation Committee has reviewed the competitiveness of compensation provided to our NEOs and does not target a specific market level for the competitiveness of any individual element of compensation, or for the program as a whole. However, the Compensation Committee considers target compensation at levels that are competitive with our peer group and other retail comparators.

Our pay mix is driven by our compensation philosophy as well as each NEO’s role, experience, and strategic value to the Company. A significant amount of each NEO’s compensation is at risk, with particular focus on long-term equity incentives (options and RSUs) that align the interests of our NEOs with those of our stockholders.

The Compensation Committee, in consultation with Pearl Meyer and inviting input from management as appropriate under the circumstances, annually reviews the composition of the peer group used as a reference for executive compensation decisions to ensure that the companies included are comparable in terms of business, revenues, market capitalization, growth profile, geographic footprint, number of associates, and number of brick-and-mortar stores.

The following companies were in the peer group used to inform Fiscal 2024 compensation decisions from the beginning of Fiscal 2024 until August 28, 2024:

Effective August 28, 2024, the Compensation Committee, in consultation with Pearl Meyer and with the input of management, approved this updated peer group to be used to inform compensation decisions for the remainder of Fiscal 2024:

Consistent with prior years, the Compensation Committee considered a number of criteria in determining our current peer group, including without limitation the following: (a) industry focus, favoring discount retailers and retailers with similar customers and products; (b) annual revenues within identified metrics of our trailing 12 month revenue; (c) market capitalization within certain parameters of our current and 6-month average market capitalization; and (d) revenue growth, excluding certain retailers previously included in the peer group with negative growth.

Additionally, at our last annual stockholders meeting, over 94% of votes cast by our stockholders were in favor of our “say-on-pay” proposal, which evidences strong support for our executive compensation program. The Compensation Committee considers results of the “say-on-pay” vote when determining the Company’s executive compensation program.

The Compensation Committee considers the base salaries that need to be paid in order to attract and retain high-quality executives. We annually review our executives’ base salaries and make adjustments as necessary based on the competitive market, as well as individual and Company performance. We provide a minimum, fixed level of cash compensation to reflect the level of accountability of talented executives who can continue to improve the Company’s performance. In addition, base salary is also impacted by factors including experience, industry knowledge, duties, and scope of responsibility, as well as other factors, including the competitive market for talent.

During Fiscal 2024, based on a review of peer group data provided by Pearl Meyer, as well as Company performance and individual performance, the Compensation Committee approved the base salaries of the Company’s NEOs as follows:

In March 2024, the Compensation Committee approved the performance targets and potential annual incentive payouts for our NEOs for Fiscal 2024 under our Incentive Bonus Plan. The Compensation Committee determined that, consistent with prior years, a main business objective to incentivize our management was to focus on increasing our Adjusted EBITDA, which was used as the performance metric for the Incentive Bonus Plan for our NEOs.

To calculate payouts under the Incentive Bonus Plan, the Company’s Adjusted EBITDA is assessed relative to performance targets (see targets for Fiscal 2024 provided below). During Fiscal 2024, bonus payouts range from 0% of the NEO’s base salary if threshold performance (at or below 85% of the Target Adjusted EBITDA) is not exceeded, to 250% of the NEO’s base salary for Mr. Swygert, 150% of the NEO’s base salary for Mr. van der Valk, and 100% of the NEO’s base salary for each other NEO if maximum performance (over 115% of the Target Adjusted EBITDA) is achieved. Once the performance threshold is met (85.01% of the Target Adjusted EBITDA), payouts are interpolated on a straight-line basis from 0% of the NEO’s base salary to the applicable NEO’s maximum percentage of base salary for performance levels between threshold performance, and target payouts, and maximum performance with target performance midway between threshold performance and maximum performance. 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.

We define EBITDA as net income before net interest income or expense, depreciation and amortization expenses, and income taxes. We define Adjusted EBITDA as EBITDA adjusted for the non-cash items of stock-based compensation expense and gains on insurance settlements. EBITDA and Adjusted EBITDA are non-GAAP measures and may not be comparable to similar measures reported by other companies. For a discussion of these non-GAAP measures, including a reconciliation to the nearest GAAP measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - EBITDA and Adjusted EBITDA” on page 44 of our Annual Report on Form 10-K, for Fiscal 2024.

The targets and potential payouts under the Fiscal 2024 Incentive Bonus Plan for each NEO, as well as the resulting payouts to our NEOs under the Incentive Bonus Plan based on achievement of $312.7 million Adjusted EBITDA or approximately 102.1% of the Target Adjusted EBITDA of $306.2 million, are set forth below. During Fiscal 2024, based on a review of peer group data provided by Pearl Meyer, as well as Company performance and individual performance, the Compensation Committee approved the threshold bonus payouts of the Company’s NEOs as set forth below:

Equity awards under the 2015 Plan are a vital piece of our total compensation package. Equity awards are intended to compensate NEOs for sustained long-term performance, align the interests of our NEOs and stockholders, and encourage retention through multi-year vesting schedules. Long-term equity incentive awards may take a variety of forms. In Fiscal 2024, we granted RSUs and stock options to our NEOs. Levels, mix, and frequency of equity awards are determined by the Compensation Committee and are designed to reflect each recipient’s level of responsibility and performance. RSUs and stock options both vest ratably over four years, subject to the NEO providing continued services through each applicable vesting date, and otherwise in accordance with the applicable Equity Plan and award agreements.

Our long-term equity incentive program for Fiscal 2024 was designed to generally award to our NEOs 50% of long-term equity value in RSUs and 50% in stock options. We believe awarding a significant percentage of pay in the form of long-term equity fosters retention and demonstrates strong alignment between executive and stockholder interests.

Grant values are determined in accordance with our philosophy of providing competitive total compensation, with a heavier emphasis on variable long-term pay.

Stock options and RSUs granted to our NEOs are reflected below in the table entitled “Fiscal Year 2024 Grants of Plan Based Awards”.

RSUs directly align NEOs’ and stockholders’ interests over a longer-term period and are a vital retention component of our compensation program. RSUs have annual ratable vesting over four years, subject to the NEO providing continued services through each applicable vesting date and otherwise in accordance with the applicable Equity Plan and award agreement. See also “Fiscal 2024 Compensation Summary – Long-Term Incentive Program” above.

Stock options have traditionally been granted as a component of our long-term incentive program and continue to be a valuable vehicle designed to align NEOs’ and stockholders’ interests over a longer-term period. Stock options are granted with an exercise price equal to the closing price of our stock on the date of the award grant. Stock options

only have value once they vest and only to the extent that our stock price is greater than the stock options’ exercise price. Stock options have annual ratable vesting over four years, subject to the NEO providing continued services through each applicable vesting date and otherwise in accordance with the applicable Equity Plan and award agreement.

Substantially all of our NEOs’ compensation consists of base salary, an annual cash bonus earned pursuant to the Incentive Bonus Plan, and long-term equity incentive compensation, with minimal perquisites provided. Our NEOs are entitled to participate in all of our employee benefit plans, including medical, dental, vision, and disability insurance, and our 401(k) Retirement Savings Plan (the “401(k) Plan”). We also provide paid time off and paid holidays to our NEOs. Generally, our NEOs participate in these plans and programs on the same or similar basis as are offered to our other associates. Our NEOs are also eligible to receive automobile allowances and group term life insurance.

Effective January 1, 2024, pursuant to our 401(k) Plan, we provide each eligible associate, including our NEOs, with a safe-harbor matching contribution equal to an immediately-vested 100% Company match of the first three percent of each eligible associate’s contribution to the 401(k) Plan and 50% of the next two percent of each eligible associate’s contribution to the 401(k) Plan.

In accordance with the requirements of the Dodd-Frank Act, SEC rules, and Nasdaq listing standards, we maintain a clawback policy effective as of December 1, 2023 (the “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. The Clawback Policy is triggered in the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the applicable securities laws.

The amount of erroneously awarded incentive-based compensation is the excess of the amount of incentive-based compensation paid to a “Covered Executive” (as defined in the Clawback Policy) over the incentive-based compensation that such Covered Executive would have been paid had it been based on the restated results without regard to taxes paid. The Clawback Policy is administered by the Compensation Committee, which shall determine, in its sole discretion, the method for recouping erroneously awarded incentive-based compensation. In Fiscal 2024, we were not required to, and did not, prepare an accounting restatement or seek to recover any incentive compensation.

Our Policy on Insider Trading, among other items, explicitly prohibits all associates and directors from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of registrant equity securities on hedging or pledging of any of our stock.

We have a Stock Ownership Guidelines Policy, which provides the recommended guidelines for stock ownership for the Company’s officers and directors:

For purposes of meeting these guidelines, the Stock Ownership Guidelines Policy defines stock ownership to include:

Officers, including NEOs, covered by this policy are encouraged to hold 50% of the shares realized from the vesting of RSUs (net of taxes) and 50% realized on a post-tax, net share basis from the exercise of stock options until the guidelines provided in the policy are met. In addition to the multiple of salary guideline, other guidelines, including the length of time executives have to attain the multiple of salary guideline, are defined in the policy.

The Compensation Committee assesses progress toward meeting stock ownership expectations on an annual basis, measured on the last day of the fiscal year. Management discusses with the Compensation Committee each NEO’s progress toward meeting their stock ownership expectation. As of February 1, 2025, each NEO had either met their guideline as defined in the Stock Ownership Guidelines Policy or was deemed by the Compensation Committee to be on a satisfactory path to meet their guideline as defined in the policy.

As a general matter, the Compensation Committee reviews and considers the various tax and accounting implications of the compensation vehicles that we utilize. With respect to accounting matters, the Compensation Committee examines the accounting cost associated with equity compensation considering FASB ASC Topic 718, Compensation – Stock Compensation (ASC Topic 718).

The Compensation Committee has oversight duties and responsibilities, as set forth in its charter, which is reviewed periodically and updated as necessary. A current copy of the Compensation Committee Charter can be found on our website at https://investors.ollies.com/highlights.

In furtherance of such duties and responsibilities, the Compensation Committee submits this report to Ollie’s stockholders. The Compensation Committee consists solely of non-executive independent directors, as the Board determines in accordance with the Company’s guidelines and Nasdaq listing standards.

The Compensation Committee has reviewed, and discussed with management, the Compensation Discussion and Analysis contained in this Proxy Statement, and based on this review and discussion, recommended to the Board that it be included in this Proxy Statement.

Submitted by the Compensation Committee,

Richard Zannino, Chair

Alissa Ahlman

Mary Baglivo

Robert Fisch

No member of our Compensation Committee is a current or former officer or employee of the Company or any of its subsidiaries. None of our executive officers serves as a member of the board of directors or compensation committee of any company that has one or more of its executive officers serving as a member of our Board or Compensation Committee.

The following table sets forth certain information for Fiscal 2024, Fiscal 2023, and Fiscal 2022 concerning the total compensation awarded to, earned by, or paid to, our NEOs.

During Fiscal 2024, our NEOs were awarded the following:

The following table sets forth certain information about outstanding equity awards held by our NEOs as of February 1, 2025.