DEF 14A 1 ny20002157x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to Sec.240.14a-12

PARTY CITY HOLDCO INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

	☒			No fee required.

	☐			Fee paid previously with preliminary materials.
	☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of Contents

Notice of 2022 Annual Meeting
and Proxy Statement

Party City Holdco Inc.

June 8, 2022, 8:30 a.m. Eastern Time

Table of Contents

Letter to our Stockholders	1
Notice of Annual Meeting	2
About Party City	4
Corporate Governance	5
Leadership of the Board	5
Board Independence	6
Risk Oversight	7
Board Annual Performance Reviews	8
Board Nominations and Board Refreshment	9
Stockholder Engagements	10
Board Experience and Diversity	11
Corporate Governance Guidelines and Code of Business Conduct and Ethics	11
Succession Planning and Management Development	11
Overboarding Policy	12
Director Orientation and Continuing Education	12
Communications with Directors	13
Board Meetings and Annual Meeting Attendance	13
Board Mission	13
Environmental, Social and Governance Matters	14
Committees of the Board	17
Proposal 1 Election of 10 Directors	21
Director Nominees	21
Skills, Qualifications, and Experience	22
Director Compensation For Fiscal Year 2021	29
Executive Officers	31
Compensation Discussion and Analysis	32
Executive Summary	32
Executive Compensation Program Overview	34
Compensation Philosophy	34
Compensation Governance Policies	34
2021 Compensation Program Elements	35
Target Pay Mix	35
Fiscal Year 2021 Compensation	36
Compensation Committee Report	43
Summary Compensation Table	44
Grants of Plan-Based Awards for 2021	46
Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table	47
Outstanding Equity Awards at Fiscal Year End For 2021	48

Proposal 2 Advisory Vote to Approve Executive Compensation	57
Proposal 3 Advisory Vote on Frequency of Future Votes to Approve Executive Compensation	58
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	59
Certain Relationships and Related Person Transactions	61
Related Person Transaction Policy	61
Related Person Transactions	61
Audit Committee Matters	62
Audit And Other Fees	62
Audit Committee Pre-Approval Policy	62
Audit Committee Report	63
Proposal 4 Ratification of the Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2022	64
Other Information	65
Stockholder Proposals For 2022 Annual Meeting	65
Annual Meeting Advance Notice Requirements	65
Householding	65
Proxy Statement	66
Appendix A	70

Frequently Requested Information
Corporate Governance Highlights	5
Human Capital Management	14
Diversity, Equity, Inclusion and Belonging	15
Director Nominee Biographies	24
Severance & Change in Control	41
Perquisites	41
Peer Group	42
Clawback Policy	43
Derivatives Trading, Hedging and Pledging	43
CEO Pay Ratio	55

Party City Holdco Inc. | 2022 Proxy Statement | i

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A Message from our Board Chair and
Chief Executive Officer

Dear Fellow Stockholders:

We cordially invite you to attend our 2022 Annual Meeting of Stockholders on Wednesday, June 8, 2022, at 8:30 a.m. (Eastern Time), to be held by virtual meeting format at www.virtualshareholdermeeting.com/PRTY2022. We hope that you will be able to join us.

Details regarding how to access the virtual meeting are described in the Notice of Internet Availability of Proxy Materials you received in the mail and in this proxy statement. We have also made available a copy of our fiscal year 2021 Annual Report with this proxy statement, which we urge you to read. It includes our audited financial statements and provides information about our business and products. Your vote is very important. Whether or not you plan to attend the meeting, your shares should be represented and voted.

Fiscal 2021 marked an important year in advancing our transformation process focused on market expansion. Despite the continued challenging and volatile backdrop, we are proud of how our business performed as the consumer returned to social gatherings, celebrations and parties, while we continued to implement significant operational and capital structure improvements.

We delivered a strong year of financial and operational results as we remained deeply committed to our purpose of creating joy by making it easy to create unforgettable memories.

Key 2021 Financial Highlights:

Total revenues increased 17.3% on a reported basis;

Retail revenue grew 28.0% driven by a strong brand comparable sales increase of 34.2%;

Reported GAAP net loss was $6.5 million, or loss of $0.06 per share, compared to GAAP net loss of $528.5 million, or $5.24 per share in the prior year;

Adjusted EBITDA grew over 178% to $266 million;¹

Adjusted net income (loss) per common share increased to $0.68 per share compared to a loss in the prior year; and

Strengthened our financial position and liquidity with the refinancing of our term loan at the beginning of the year.

Operationally, in 2021, we progressed the fundamental building blocks of our transformation strategy across product innovation, in-store experience, being celebration occasion-obsessed, and focusing on our North American vertical model. This has yielded important benefits, and we plan on furthering this progress with ongoing enhancements in customer engagement, as well as investments in digital platforms, information technology, and supply chain.

Additionally, we are very proud of the work we have initiated with respect to environmental, social and governance (“ESG”) matters. For our Board of Directors (the “Board”), in 2021 we changed the name of the Nominating and Governance Committee to the “Nominating and ESG Committee” and updated its charter to establish the Nominating and ESG Committee’s oversight of our ESG programs, policies and practices. The Nominating and ESG Committee’s duties include monitoring and evaluating Party City’s programs, policies and practices relating to ESG issues and making recommendations to the Board regarding Party City’s overall ESG strategy. So far in 2022, we continued to advance our ESG strategy by launching a management-level ESG Steering Committee, which is comprised of senior leaders and cross-functional members from major business functions, and whose purpose is to (i) establish programs, policies and practices relating to ESG matters and (ii) assist the Nominating and ESG Committee in fulfilling its oversight responsibilities with respect to ESG matters. In 2021, we also made significant strides with our diversity and inclusion work focused on listening to the organization with empathy, and we evolved our strategy around three core components: raising awareness, creating a learning culture and developing our infrastructure to embed diversity, equity, inclusion and belonging into our people practices and behaviors. We feel proud of the progress made over the course of the pandemic, which we believe has increased our relevancy, improved our brand and reinforced our ability to positively impact our customers’ lives.

In closing, we would like to thank our entire team for their dedication to our mission and strategy and their extraordinary execution in a challenging operating environment. We are so proud of all they have accomplished in 2021 across our manufacturing operations, our stores, e-commerce and supply chain, while continuing to better leverage our unique North American vertical model.

Thank you for your continued support.


Norman S. Matthews Board of Directors Chair	Brad Weston President and Chief Executive Officer

¹	See APPENDIX A to this proxy statement for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

Party City Holdco Inc. | 2022 Proxy Statement | 1

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PARTY CITY HOLDCO INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 8, 2022

Date and Time

Wednesday, June 8, 2022,
8:30 a.m. Eastern Time

Virtual Meeting

www.virtualshareholdermeeting.com/
PRTY2022.

Record Date

Stockholders or their proxies as of the close of business on April 11, 2022

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Party City Holdco Inc. (the “Company” or “Party City”) will be held by virtual meeting format at www.virtualshareholdermeeting.com/PRTY2022 on Wednesday, June 8, 2022, at 8:30 a.m. (Eastern Time), for the following purposes as further described in the proxy statement accompanying this notice:

ITEMS OF BUSINESS

PROPOSAL	BOARD VOTING RECOMMENDATION	PAGE REFERENCE (FOR MORE DETAIL)
Management Proposals
To elect ten directors named in this proxy statement, each to hold office until the Company’s annual meeting of stockholders in 2023, and until his or her successor has been duly elected and qualified or until such director’s earlier resignation, retirement or other termination of service;	FOR each director nominee	21
To approve, on an advisory basis, the compensation we pay to our named executive officers (the “say-on-pay proposal”);	FOR	57
To approve, on an advisory basis, the frequency of the say-on-pay proposal;	FOR	58
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2022; and	FOR	64

Stockholders will also consider any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

VOTING

Stockholders of record as of the close of business on April 11, 2022 are entitled to notice of, and entitled to vote at, the Annual Meeting and any adjournments or postponements thereof. A list of stockholders eligible to vote at the meeting will be available for review during our regular business hours at our principal executive offices at 80 Grasslands Road, Elmsford, New York 10523 for the ten days prior to the meeting for any purpose related to the meeting and will be available during the entire time of the virtual meeting.

By Internet

You can vote over the Internet at www.proxyvote.com

By Telephone

You can vote your proxy over the telephone by calling 1-800-690-6903

By Mail

If you requested a printed copy of the proxy materials, you can vote by mail by signing, dating and mailing the enclosed proxy card in the postage-paid envelope provided

The shares voted electronically or represented by the proxy cards received, properly marked, dated, signed and not revoked will be voted at the Annual Meeting. Internet voting facilities for stockholders of record will be available 24 hours a day beginning immediately and will close at 11:59 p.m., Eastern Time, on June 7, 2022. Voting limitations for beneficial owners will be set forth in the voting instruction form, or you may contact your broker, bank or other nominee.

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ATTENDANCE

To attend the Annual Meeting, you must demonstrate that you were a Party City stockholder as of the close of business on April 11, 2022, or hold a valid proxy for the Annual Meeting from any such stockholder. Due to the ongoing concerns regarding the COVID-19 pandemic and to support the health and well-being of our directors, employees and stockholders, the Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. The Board also believes that holding the annual meeting of stockholders in a virtual format will provide the opportunity for participation by a broader group of stockholders, and reduce the costs associated with planning, holding and arranging logistics for in-person meeting proceedings.

We are committed to ensuring, to the extent possible, that stockholders will be given the same participation rights that they would be given if they attended an in-person meeting. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/PRTY2022. You will also be able to vote your shares electronically at the Annual Meeting. Additional information regarding the virtual meeting is provided in the accompanying proxy statement.

By Order of the Board of Directors

Reginald M. Rasch

Chief Legal Officer and Corporate Secretary

Elmsford, NY

April 26, 2022

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 8, 2022. This proxy statement and our fiscal year 2022 Annual Report to stockholders are available at www.proxyvote.com as well as on the Investor Relations section of our website at investor.partycity.com.

Party City Holdco Inc. | 2022 Proxy Statement | 3

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About Party City

Helping others create unforgettable moments is what Party City lives for. That’s why our team of party experts create innovative products, brainstorm wild party ideas, and meticulously track trends to celebrate everything from “Taco Tuesday” to Grandma’s 100th birthday; we believe that every celebration deserves to be extraordinary.

We are a leading party goods company by revenue in North America and, we believe, the largest vertically integrated supplier of decorated party goods globally by revenue. With hundreds of retail stores filled with thousands of products across the United States, we make it easy for our customers to find the perfect party supplies, balloons, and costumes for their celebration.

Our retail operations include approximately 830 specialty retail party supply stores (including franchise stores) throughout North America operating under the names Party City and Halloween City, and e-commerce websites, which offer rapid, contactless, and same day shipping options (including delivery, in store and curbside pick-up), principally through the domain name PartyCity.com.

In addition to our retail operations, we are also one of the largest global designers, manufacturers and distributors of decorated consumer party products, with items found in retail outlets worldwide, including independent party supply stores, mass merchants, grocery retailers, e-commerce merchandisers and dollar stores.

We combine state-of-the-art manufacturing and sourcing operations, sophisticated wholesale operations and multi-channel retail and e-commerce retail operations to design, manufacture, source and distribute party goods throughout the world, including paper and plastic tableware, metallic and latex balloons, Halloween and other costumes, accessories, novelties, gifts and stationery throughout the world.

Our products are available or licensed in over 100 countries with the United Kingdom, Canada, Germany, Mexico and Australia among the largest end markets for our products outside of the United States.

Key Financial and
Operational Highlights
of 2021

• Total revenues for 2021 were $2.2 Billion, an increase of $320 million, or 17% higher than 2020.

• People matter at Party City. In 2021, we employed approximately 6,400 full time and approximately 10,100 part-time team members

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Corporate Governance

We are committed to excellence in corporate governance standards and practices, with the goal to create long-term value for our stockholders. Our corporate governance highlights, including those listed in the below chart, show our commitment to this principle.

Corporate Governance Highlights

§ Independent Board Chair

§ 9 of 11 current Directors are independent

§ All Board committees consist entirely of independent Directors

§ Executive sessions of non-management Directors are generally held at each Board and committee meeting

§ 64% of Directors have joined our Board since 2018

§ Annual Board, Director and committee assessments prepared by an independent third-party

§ Policy of no Director or Executive hedging or pledging of Company stock

§ Stockholder outreach and engagement program

§ Access to independent advisors

§ Annual election of Directors, with no staggered Board

§ Robust stock ownership guidelines for non-employee Directors and executive officers

§ Regular risk assessments by the full Board and by each Board committee

§ ESG oversight by the Nominating and ESG Committee established in 2021

§ Code of Business Conduct and Ethics applied to all Directors, officers and employees

§ Director nominees selected based on personal and professional ethics, integrity and values, business acumen and interest in the Company

Leadership of the Board and Its Committees

The Board is responsible for the oversight of our overall strategy and operations. The Board is committed to objective oversight of the Company’s management, especially through its independent leadership and committee membership.

We do not have a fixed policy regarding the separation of the offices of Chair of the Board and Chief Executive Officer and believe that we should maintain the flexibility to select the Chair of the Board and its Board leadership structure, from time to time, based on the criteria that we deem to be in the best interests of the Company and its stockholders at such time.

Currently, the roles of Chief Executive Officer and Chair of the Board are separate, and our Board Chair is an independent

director, as the Board believes that such leadership structure effectively allocates authority, responsibility, and oversight between management and the independent members of our board and supports the independence of our non-management directors.

In addition, independent directors are the sole members of the Audit, Compensation, and Nominating and ESG Committees, which oversee critical matters of the Company, including the integrity of the Company’s financial statements, the compensation of executive management, the appointment and nomination of directors, the development of the Company’s corporate governance policies and the Company’s ESG strategy.

Duties and Responsibilities

Chair of the Board

Chief Executive Officer

l Calling and presiding over all meetings of the Board and all executive sessions of the independent directors.

l Presiding over all meetings of the Company’s stockholders.

l Providing advice and counsel to the CEO and other officers regarding the Company’s business and operations.

l Leading the annual CEO Assessment.

l Direct consultation and communication with stockholders.

l General management, oversight, leadership, supervision and control of the day-to-day business and affairs of the Company.

l Ensure that all directions of the Board are carried into effect.

l Together with the Board Chair, determine the frequency and length of Board meetings.

l Together with the Board Chair, establish the agenda for each Board meeting.

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Corporate Governance

Board Independence

Our Corporate Governance Guidelines provide that our Board will be comprised of a majority of directors who are independent. Under our Corporate Governance Guidelines, an “independent” director is one who meets the qualification requirements for being independent as defined by the New York Stock Exchange (“NYSE”) rules.

Our Board reviews any transactions and relationships between each non-management director or any member of his or her immediate family and the Company. The purpose of this review is to determine whether there are any such relationships or transactions and, if so, whether they were inconsistent with a determination that the director was independent. Our Board then makes an affirmative determination as to whether each director or nominee is independent.

As a result of our review process described above, our Board unanimously determined that Messrs. Alsfine, Collins, Conroy, Creekmuir, Frascotti and Matthews and Mses. Dodds-Brown, Fleiss, and Millstone-Shroff are independent under the governance and listing standards of the NYSE.

After considering all of the relevant facts and circumstances, the Board also has determined that each member of the Audit Committee, the Compensation Committee, and the Nominating and ESG Committee qualifies as independent in accordance with the rules established by the SEC and the NYSE for such committees, including the additional independence considerations for members of the Audit Committee and Compensation Committee.

Independent Directors

9 of 11 Directors are Independent

Audit Committee Chair	Independent
Compensation Committee Chair	Independent
Nominating and ESG Committee Chair	Independent

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Corporate Governance

Risk Oversight

Under our Corporate Governance Guidelines, the Board has ultimate responsibility for oversight of the Company’s risk management activities. The Board’s committees assist the Board in overseeing management’s risk assessment and risk management activities within the areas delegated to such committees. A summary of the topics covered by the Board and committee is included below.

Full Board
The full Board regularly receives reports from our committees to aid our understanding of the Company’s risk identification, risk management and risk mitigation strategies. Additionally, the Board is responsible for addressing risks related to our business plan and budget, strategy, liquidity, and crisis management, including our response to the COVID-19 pandemic.

Audit Committee
The Audit Committee regularly reviews – at least annually – our risk management efforts, including receiving reports from members of senior management on areas of material risk, including financial, legal, regulatory, and cyber security risks. Additional risk assessment and management topics include a review of our internal controls, financial reporting, credit risk, and compliance.

Compensation Committee		Nominating and ESG Committee
The Compensation Committee is responsible for reviewing and managing potential risks from CEO and executive officer compensation, Company-wide compensation programs and policies, and significant human resources practices, policies and procedures.		The Nominating and ESG Committee is responsible for monitoring and evaluating our ESG risks as well as our public policy and regulatory risks.

Cybersecurity Risk Oversight

Our information systems are integral in supporting our long-term strategies, are key capabilities necessary to help support all levers of growth, and help us implement informed, data-driven decision making throughout our organization. We are continually working on enhancing our digital technology platforms and elevating our e-commerce capabilities through new functionalities to our retail and wholesale channels. In 2021, we successfully completed key security enhancements, which will serve as the backbone of our ongoing IT roadmap and commenced cloud-based technology infrastructure projects to be completed in 2022.

We maintain entity-wide information security and privacy compliance programs, comprised of risk management policies and procedures surrounding our information systems, cybersecurity practices and protection of consumer and employee personal data and confidential information. Our Board has ultimate oversight of our risk management policies and procedures and has delegated primary responsibility for monitoring the risks and programs in this area to the Audit Committee, which receives regular updates on information security, privacy risk, and compliance from management. The Board also receives regular updates on these topics through management presentations and the Audit Chair report. As part of our compliance programs, all global employees are required to take annual training on information security, including cybersecurity, global data privacy requirements, and compliance measures. We also conduct periodic internal and third-party

assessments to test our cybersecurity controls, perform cyber simulations, and continually evaluate our privacy notices, policies and procedures surrounding our handling and control of personal data and the systems we have in place to help protect us from cybersecurity or personal data breaches. Additionally, we maintain network security and cyber liability insurance in order to provide a level of financial protection in the event of certain covered cyber losses and data breaches.

COVID-19 Pandemic Risk Oversight

In response to the ongoing COVID-19 pandemic, Party City has been following a risk-based and phased approach by aligning with government guidelines and mandates for our operations. Throughout the ongoing COVID-19 pandemic, the Board has overseen our crisis management and policies, and supervised our cross-functional responses to ensure that we continue to identify and respond to emerging risks and provide meaningful updates to our stakeholders.

In particular, our Board has actively overseen the impact of the COVID-19 pandemic on our employees, business operations, and our financial position and results of operations through regular updates and communications with management. The Board evaluates the nature and adequacy of management’s responses to the pandemic, including health safeguards, business continuity, internal communications, and infrastructure, and reviews stakeholder communications plans with management, ensuring effective and transparent communications.

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Corporate Governance

Board Annual Performance Reviews

Our Corporate Governance Guidelines provide that the Nominating and ESG Committee is responsible for periodically, and at least annually, conducting a self-evaluation of the Board as a whole. The Nominating and ESG Committee recommends criteria for assessment of the performance of the Board as a whole, for each Board committee, and for individual directors. In addition, the written charters of the Audit Committee, Nominating and ESG Committee, and the Compensation Committee provide that each such committee will evaluate its performance on an annual basis using criteria that it has developed and will report to the Board on its findings. Such evaluations were conducted in 2022 by the Board and each of the committees.

The evaluation topics for 2021 included (i) the composition and independence of the Board, (ii) access to and review of information from management, (iii) responsiveness of the Board to stockholder concerns and (iv) maintenance and implementation of the Company’s Corporate Governance Guidelines.

Our Board and Committee evaluation process for 2021 included the following steps:

Board Evaluation	Each of our Directors responded to tailored questionnaires, meant to enhance the Board’s overall effectiveness by identifying the best practices of a highly effective board and suggested ways to implement these best practices, and evaluating the performance of other Directors.

Committee Evaluations	The Directors also responded to a tailored set of questions for each of their committee assignments and identified committee strengths and accomplishments in 2021 together with recommended changes in committee practices for 2022.

Independent Third-Party Report	To protect anonymity and the integrity of our Board and Committee evaluation process, an independent third party compiled responses to Board and Committee evaluations into a report for our Nominating and ESG Committee Chair.

Discussion of Results	The results of the Board and Committee evaluations process were presented to the Chair of the Nominating and ESG Committee. Each Committee discussed its respective evaluations and determined if any follow-up actions were appropriate.

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Corporate Governance

Board Nominations and Board Refreshment

Our Nominating and ESG Committee is responsible for recommending to the Board candidates to stand for election to the Board at the Company’s annual meeting of stockholders and for recommending candidates to fill vacancies on the Board that may occur between annual meetings of stockholders.

The Nominating and ESG Committee will consider recommendations of director nominees by stockholders so long as such recommendations are sent on a timely basis as set

forth in our amended and restated bylaws and as summarized under “Other Information—Annual Meeting Advance Notice Requirements.” We did not receive any director nominations by stockholders for the 2022 Annual Meeting.

Our Nominating and ESG Committee and Board believe that the institutional knowledge of our long-serving Directors should be balanced with fresh perspectives. 64% of our Directors have joined the Board since 2018.

The Board believes that the following Director attributes are key to ensuring strong corporate governance and Board oversight:
Personal and Professional Ethics, Integrity, and Values	Business Savvy	Genuine Interest in our Company
Commitment to Represent the Long-Term Interests of our Stockholders	Mature and Practical Judgment	Diversity in Thought, Experience, Backgrounds, Skills and Viewpoints²

Director Recruitment Process

We gather candidate recommendations from Directors, management, and stockholders

Our Nominating and ESG Committee reviews candidates based on established criteria

The Board evaluates candidates and selects nominees for the Annual Meeting

Stockholders vote on nominees at the Annual Meeting

Seven new Directors have been nominated and elected to our Board in the last five years

In September 2020, we entered into a board nomination agreement (the “Board Nomination Agreement”) with certain nominating parties (the “Nominating Parties”) in connection with refinancing transactions in 2020. Pursuant to the terms of the Board Nomination Agreement, the Nominating Parties have the right to jointly designate one individual to be nominated to serve on the Board. We have an ongoing obligation to appoint the Nominating Parties’ nominee, subject to the nominee meeting the requirements specified in Section 1(f) of the Board Nomination Agreement and being reasonably acceptable to the Nominating

and ESG Committee of the Company, until the earlier of (i) August 15, 2025, (ii) the 15.00% senior secured notes due 2025 (the “Notes”) are accelerated or otherwise become due prior to August 15, 2025, or (iii) the Board Nomination Agreement terminates because (x) the Nominating Parties in aggregate hold less than $40 million in Notes or (y) all Nominating Parties cease to be a Nominating Party by virtue of each Nominating Party no longer holding at least 50% of the Notes as of the date of the Board Nomination Agreement.

² see “Skills, Qualifications, and Experience” below for more information

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Corporate Governance

Stockholder Engagement

Our Board values the input of our stockholders, and we are committed to maintaining stockholder outreach programs that provide a constructive dialogue. In 2022, we increased the scope of our existing stockholder engagement program, with participation by management, and oversight by our Nominating and ESG Committee. Our engagement program is intended to provide stockholders with honest, candid information on relevant issues, including on our corporate strategy, Board oversight of key risk areas, and executive compensation. We also gather stockholder views and feedback, including on the engagement program itself. In chart below, we detail the features of our inaugural stockholder engagement program, which is ongoing.

Before the Annual Meeting		Annual Stockholder Meeting
· Discuss stockholder proposals (if any). · Publish our Annual Report and Proxy Statement. · The Nominating and ESG Committee receives a report on the engagement program.		· Conduct virtual engagements with stockholders (as necessary). · Receive voting results for Board and stockholder proposals.

After the Annual Meeting		Off-Season Engagement
· Discuss voting results from the Annual Meeting. · Review corporate governance trends, recent regulatory developments, and the company’s own corporate governance documents, policies and procedures. · Consider topics for discussions during off-season stockholder engagements.		· One-on-One meetings between stockholders, our Directors (if appropriate or requested) and members of management. · Attend and participate in investor and corporate governance-related events. · Evaluate potential changes to the Board, corporate governance, and other relevant matters given stockholder feedback.

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Corporate Governance

Board Experience and Diversity

We seek to have a Board that represents diversity as to experience, gender and ethnicity/race, though we do not have a formal policy with respect to Board diversity. We also seek a Board that reflects a range of talents, ages, skills, viewpoints, professional experience, educational background and expertise to provide sound and prudent guidance with respect to our operations and interests.

DIVERSITY	TENURE
	0 to 5 Years
	5 to 10 Years
	> 10 Years
	AGE
	Less than 50
	50 to 60
	Greater than 60
3 Directors are Female 1 Director is Black or African American	Greater than 60

Corporate Governance Guidelines
and Code of Business Conduct and Ethics

The Board has adopted Corporate Governance Guidelines setting forth guidelines and standards with respect to the role and composition of the Board, the functioning of the Board and its committees, the compensation of directors, succession planning and management development, the Board’s and its committees’ access to independent advisers and other matters. The Nominating and ESG Committee of the Board reviews and assesses corporate governance developments and recommends to the Board modifications to the Corporate Governance Guidelines as warranted. The Company has also adopted a Corporate Code of Business Conduct and Ethics for its directors, officers, and employees.

The Corporate Governance Guidelines and Corporate Code of Business Conduct and Ethics are posted on the Company’s website at investor.partycity.com under the Corporate Governance section. If we make any substantive amendment to the Corporate Code of Business Conduct and Ethics or grant any waiver, including any implicit waiver, from a provision of the Corporate Code of Business Conduct and Ethics to certain executive officers, we are obligated to disclose the nature of such amendment or waiver, the name of the person to whom any waiver was granted, and the date of waiver on our website or in a report on Form 8-K.

Succession Planning and Management Development

CEO & Management Succession Planning		Management Development
The Board and the Nominating and ESG Committee are required to review senior management succession planning together with the CEO on an annual basis. This succession planning includes the development of policies and principles for selection of a CEO, including succession in the event of an emergency or the retirement of the CEO.		The Board, the Compensation Committee, and the Nominating and ESG Committee review management development together with the CEO on an annual basis. This management development process includes an annual evaluation of the CEO led by the Chair of the Compensation Committee.

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Corporate Governance

Overboarding Policy

We expect that each of our directors will be able to dedicate the time and resources sufficient to ensure the diligent performance of his or her duties on our behalf, including attending Board and applicable committee meetings. Accordingly, the Corporate Governance Guidelines provide that Board members should not serve on more than a total of four public company boards of directors. In addition, Board members who hold the position of executive officer of a public company should not serve on more than a total of two public company boards (including the board of his or her own company). Further, no member of the Audit Committee may sit on more than three separate audit committees, unless the Board determines that sitting on a fourth audit committee would not impair the ability of such member to effectively serve on the Audit Committee.

Joel Alsfine currently serves on the audit committee of four public companies, including the Company. The Board has considered whether such simultaneous service would impair his ability to effectively serve on the Audit Committee. In its analysis, the Board considered the Committee’s demanding roles and responsibilities and the time commitment required by such service. The Board also considered the skills and experience of Mr. Alsfine, and his various commitments. After careful consideration, the Board concluded that Mr. Alsfine’s other audit committee service does not impair his ability to effectively fulfill his responsibilities as a member of the Audit Committee.

Director Orientation and Continuing Education

All new Directors participate in an orientation program within three months from their election or appointment. The orientation program includes presentations by senior management on the following aspects: to familiarize new Directors with the Company’s strategic plans. Additionally, Directors are

encouraged to attend continuing educational programs offered by the Company or other organizations related to discharging their duties as Board or Committee members. In 2021, we offered the following resources and supported Director attendance at the following educational programs:

Director Orientation Program

§ Review of our strategic plan and outlook

§ Presentation on material financial, accounting and risk management issues

§ Review of compliance programs, conflict policies, code of ethics and other controls

§ Introduction to our principal officers, and internal and independent auditors

Continuing Education

§ New member orientation

§ Membership with the National Association of Corporate Directors

§ Presentations made by third party advisors, including ESG experts

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Corporate Governance

Communications with Directors

We are committed to ensuring that the views of stockholders and other interested parties are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. Stockholders and other interested parties may communicate with

the Board or individual directors, as applicable, by sending a letter to the director, c/o Secretary, Party City Holdco Inc., 80 Grasslands Road, Elmsford, New York 10523. All such letters will be promptly forwarded to the Board or individual directors, as applicable, by the Secretary.

Board Meetings and Annual Meeting Attendance

During the year ended December 31, 2021, the Board held five (5) meetings. Each of the current directors attended at least 75% of the total of (i) the meetings of the Board held during the period for which he or she has been a director and (ii) the meetings of the committee(s) on which that director served during such period.

We do not have a formal policy regarding director attendance at our annual meeting of stockholders. Each director who is up for election at the Annual Meeting is expected to attend the Annual Meeting online. All eleven directors then in office attended the 2021 annual meeting of stockholders.

2021 Average Board Attendance

100%

In addition to regular meetings of the full Board, the Company’s independent directors regularly meet in executive sessions without management participation. Currently, Norman S. Matthews, Chair, presides over such executive sessions.

Board Mission

The core responsibility of the directors is to exercise their business judgment to act in the best interests of the Company and its stockholders, and in making this determination, directors may take into consideration the interests of other stakeholders.

Directors must fulfil their responsibilities consistent with their fiduciary duties to the Company and its stockholders, in compliance with all applicable laws and regulations.

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Corporate Governance

Environmental, Social and Governance Matters

ESG Oversight

At the board level, our Nominating and ESG Committee oversees our ESG programs, policies and practices. The Nominating and ESG Committee’s duties include monitoring and evaluating the Company’s programs, policies and practices relating to ESG issues and making recommendations to the Board regarding the Company’s overall ESG strategy.

In 2021, we continued to advance our ESG strategy by establishing a management-level ESG Steering Committee, which is comprised of senior leaders and cross-functional members from major business functions. The purpose of the ESG Steering Committee is to (i) establish programs,

policies and practices relating to ESG matters and (ii) assist the Nominating and ESG Committee in fulfilling its oversight responsibilities with respect to ESG matters.

We have conducted an ESG Priority Assessment to identify the ESG topics that are most relevant for our business and stockholders, and intend to use the results of this assessment to guide our efforts as we further develop and advance our ESG strategy in an effort to enhance our long-term value. We believe our approach to ESG management helps to enable us to create long-term value for our stockholders by advancing the interests of our other stakeholders.

Human Capital Management

Our purpose is to inspire and make it easy for our customers to create unforgettable memories. We seek to embed this purpose and the principles that guide us in how we work every day – Customer First, People Matter, It Can Be Done, and Celebrate – into the culture through enterprise-wide change initiatives, grounded in the retention and engagement of our team members.

Attracting and Engaging Employees

We endeavor to make it easy to be a successful employee at Party City. We offer comprehensive on-boarding programs as well as a variety of leadership, technical and compliance training that enables our employees to contribute to the company’s most important initiatives. Our leaders also participate in training focused specifically on leading in a hybrid environment. We have advanced engagement by fostering two-way dialogues

via employee surveys and communication forums as well as enhanced and simplified technology-enabled people operations support and access to employee information. We have an “open door” policy for employees to report concerns and we also provide an anonymous reporting hotline available in multiple languages and managed by an independent third party.

Total Rewards

Our total rewards and benefits programs have been harmonized across the enterprise to maximize effectiveness and to accelerate eligibility for participation. We offer comprehensive benefits including medical, dental and vision, as well as a healthcare concierge that partners with employees to more effectively and efficiently navigate the healthcare system. We have implemented and expanded reward programs tied to short and long-term priorities and performance. We believe

that offering our team members access to comprehensive total rewards programs are important steps to drive employee retention and positive employee relations. We have also improved market competitiveness by making significant investments in compensation to attract, retain and engage our talent in our retail stores and throughout our manufacturing plants and in our distribution centers.

Talent Attraction

We have redesigned our talent attraction and succession management approach from the top down, which we believe will improve our implementation of key strategies to address

localized market conditions. We believe these targeted efforts meet immediate and long-term staffing needs and build capability to deliver our overall business strategy.

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Corporate Governance

Diversity, Equity, Inclusion, and Belonging

We designed our diversity, equity, inclusion, and belonging (“D, E, I & B”) strategy in 2020, and, in 2021, we furthered our strategy by focusing on three core components: raising awareness, creating a learning culture, and developing our infrastructure to embed diversity, equity, inclusion and belonging into our people practices and behaviors. We also implemented an Enterprise Belonging Council and a Diversity Review Committee, both fueled by employee participation and leadership commitment. We endeavor to weave the key tenants

of our D, E, I & B strategy into the fabric of our transformation and people programs and processes.

Party City is also committed to working and partnering with small businesses across the nation and in particular minority and women owned businesses. As an example, over a third of the businesses we employ for the repair and maintenance of our retail stores are minority and women owned. We are proud of this accomplishment and plan to continue to seek new opportunities for our small business partners.

Safety

Safety is a priority and we have invested in training and awareness campaigns to promote safe operating practices in our manufacturing plants and distribution centers, stores and corporate offices.

We maintained a rigorous focus on protocols and safety practices including masking, social distancing, temperature checks and sanitizing and we continue to invest in resources to track and manage COVID-19 cases.

Environmental Sustainability

The following summarizes some of the initiatives that we have undertaken to support environmentally sustainable practices in our own operations and in the operations of suppliers and customers:

Using energy, land, air, and water resources more efficiently in facilities and processes;

Implementing environmental and energy conservation programs;

Increasing use of recycled and recyclable materials in product and packaging;

Using responsibly sourced timber products, including FSC-certified material;

Reducing packaging materials, especially resin-based items;

Expanding the breadth of our consumer products offerings to include renewably sourced items (such as sugar cane, corn, or bamboo) and items that extend beyond single use (such as ceramics);

Reducing waste and energy consumption at company-owned facilities;

Identifying products and packaging that can be replaced or redesigned to lessen environmental impact; and

Communicating with consumers about proper use, re-use, and disposal of our branded products.

In addition, as part of its oversight responsibilities, Party City’s ESG Steering Committee plans to continue to examine and assess (i) strategies regarding the use of sustainable materials and packaging for our products and (ii) various potential environmental sustainability measures and initiatives, including greenhouse gas emission measurement and reduction. To address these strategies and potential measures and initiatives effectively and efficiently, Party City’s ESG Steering Committee has formed a number of ESG working groups, including ESG working groups focusing on product development, merchandising, manufacturing, balloons,

logistics and transportation, and facilities and energy. Each ESG working group is comprised of Party City personnel with operational expertise that is relevant to the working group’s area of focus. These ESG working groups will assist the ESG Steering Committee with respect to its responsibility to establish programs, policies and practices relating to ESG matters by examining and assessing various potential ESG measures and initiatives, including potential environmental sustainability measures and initiatives, with strategic direction and oversight provided by the ESG Steering Committee.

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Corporate Governance

Our ESG Governance Structure

	Board of Directors
	The Board reviews ESG priorities, sets the strategic agenda and “from the top,” and establishes key oversight features.	The Board receives updates on the Company’s ESG program and progress from the Nominating and ESG Committee.
	Nominating and ESG Committee
	The Nominating and ESG Committee monitors and evaluates our programs, policies and practices relating to ESG issues and makes recommendations to the Board regarding our overall ESG strategy.
	The Nominating and ESG Committee engages with the management level ESG Steering Committee to ensure alignment on the Board’s ESG priorities.	The Nominating and ESG Committee receives reports on progress against ESG Steering Committee priority workstreams.
	ESG Steering Committee
	Our management level ESG Steering Committee establishes our ESG programs, policies and practices, and assists the Nominating and ESG Committee in fulfilling its oversight responsibilities with respect to ESG matters.
	The ESG Steering Committee delegates to the ESG Working Groups and promotes buy-in from across the business.	The ESG Working Groups identify priority workstreams as seen “from the ground floor” and provide updates on progress to the ESG Steering Committee.
	ESG Working Groups
	The ESG working groups are comprised of Party City personnel with relevant operational expertise, and they assist the ESG Steering Committee in establishing programs, policies and practices relating to ESG matters.

Product	Manufacturing	Balloons	Merchandising

Facilities & Energy	Human Resources	Legal / Compliance	Logistics & Transportation

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Corporate Governance

Committees of the Board

Our Board has established an Audit Committee, a Compensation Committee and a Nominating and ESG Committee. Each committee operates pursuant to a charter that has been approved by the Board. The charters for each of our Board committees are available on our website at investor.partycity.com under the Corporate Governance section. References to any website addresses are not intended to function as hyperlinks and, except as specified herein, the information contained on or accessible through such websites is not part of this Proxy Statement.

The current composition of each committee is as follows:

	Audit Committee	Compensation Committee	Nominating and ESG Committee
Joel Alsfine⁽¹⁾
Steven J. Collins⁽²⁾
James G. Conroy⁽³⁾
William S. Creekmuir
Sarah Dodds-Brown⁽⁴⁾
Jennifer Fleiss
John A. Frascotti⁽⁵⁾
Norman S. Matthews
Michelle Millstone-Shroff⁽⁶⁾

(1)	Joel Alsfine was appointed to the Audit Committee in September 2020.
(2)	Steven J. Collins was appointed Chair of the Compensation Committee in July 2020.
(3)	James G. Conroy was appointed Chair of the Nominating and ESG Committee in January 2020.
(4)	Sarah Dodds-Brown was appointed to the Audit Committee in October 2020.
(5)	John A. Frascotti was appointed to the Audit Committee in January 2020.
(6)	Michelle Millstone-Shroff was appointed to the Compensation Committee in January 2020. Prior to January 2020, she served as a member of the Audit Committee.


Committee Chair	Committee Member

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Corporate Governance

Audit Committee

Members

Primary Duties and Responsibilities

William S. Creekmuir (Chair)

Joel Alsfine

Sarah Dodds-Brown

John A. Frascotti

Our Board has determined that each director appointed to the Audit Committee is “financially literate” as described in the NYSE listing standards, and that each of Messrs. Alsfine and Creekmuir are each an “audit committee financial expert” within the meaning of the SEC regulations and has accounting or related financial management expertise.

Our Board has adopted a written charter pursuant to which the Audit Committee operates, which is reviewed periodically and at least annually.

Meetings

The Audit Committee met five times during 2021.

Attendance

The average attendance of director nominees at Audit Committee meetings in 2021 was 100%.

§ Appoint, compensate, retain and oversee the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services and review and appraise the audit efforts of our independent accountants;

§ Review our reports filed with or furnished to the SEC that include financial statements, results or guidance, and produce an Audit Committee report for inclusion in our annual proxy statement or annual report;

§ Establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters;

§ Engage independent counsel and other advisers, as necessary;

§ Determine funding of various services provided by accountants or advisers retained by the Committee;

§ Serve as an independent and objective party to oversee our internal controls and procedures system;

§ Oversee compliance with legal and regulatory requirements, including any violations of the Code of Business Conduct and Ethics;

§ Review policies with respect to risk assessment and risk management, including appropriate guidelines and policies to govern the process;

§ Oversee our charitable activities along with our business continuity and disaster preparedness planning;

§ Review our public disclosures with respect to any sustainability accounting standards;

§ Oversee the scope of work and performance of the internal audit function; and

§ Provide an open avenue of communication among the independent accountants, financial and senior management and the Board of Directors.

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Corporate Governance

Compensation Committee

Members

Primary Duties and Responsibilities

Steven J. Collins (Chair)

Norman S. Matthews

Michelle Millstone-Shroff

Our Board has adopted a written charter under which the Compensation Committee operates, and the charter is reviewed annually.

Meetings

The Compensation Committee met six times during 2021.

Attendance

The average attendance of director nominees at Compensation Committee meetings in 2021 was 100%.

§ Review and approve corporate and individual goals and objectives relevant to executive officer compensation and evaluation of the performance of executive officers in light of the goals and objectives;

§ Review and approve executive officer compensation;

§ Oversee the annual evaluation of the performance, and compensation, of the Company’s Chief Executive Officer;

§ Evaluate appropriate peer group benchmarking in connection with evaluation of executive officer and director compensation;

§ Recommend to the Board regarding the adoption of new incentive compensation and equity-based plans, and administration of our existing incentive compensation and equity-based plans;

§ Recommend to the Board regarding compensation of the members of the Board and its committees;

§ Review and collaborate with management the compensation discussion and analysis to be included in our filings with the SEC and preparation of an annual Compensation Committee report for inclusion in our annual proxy statement or annual report;

§ Review and approve any significant non-executive compensation and benefits plans;

§ Analyze risk as part of the review of our compensation policies and practices for all employees;

§ Appoint, compensate, retain, and oversee the work of any compensation consultant; and

§ Review significant policies, practices, and procedures concerning human resource-related matters.

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Corporate Governance

Nominating and ESG Committee

Members

Primary Duties and Responsibilities

James G. Conroy (Chair)

Steven J. Collins

Norman S. Matthews

Our Board has adopted a written charter pursuant to which the Nominating and ESG Committee operates, which is reviewed periodically.

Meetings

The Nominating and ESG Committee met four times during 2021.

Attendance

The average attendance of director nominees at Nominating and ESG Committee meetings in 2021 was 100%.

§ Recruit and retain qualified persons to serve on our Board;

§ Propose such individuals to the Board for nomination for election as directors and to fill any vacancies on the Board;

§ Evaluate the size and composition of our Board and committees;

§ Review the practices and policies with respect to directors, including stock ownership guidelines;

§ Oversee the annual evaluation of the performance of the Board;

§ Oversee ESG programs, policies and practices;

§ Review policies with respect to significant issues of corporate public responsibility, and monitor key public policy trends, issues, regulatory matters and other concerns that may affect our business, strategies, operations, performance, or reputation;

§ Establish and oversee program with regard to Board education; and

§ Periodically assess the Company’s Corporate Governance Guidelines.

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Proposal 1

ELECTION OF 10
DIRECTORS

Upon the recommendation of the Nominating and ESG Committee, the Board has nominated Messrs. Alsfine, Collins, Conroy, Creekmuir, Frascotti, Matthews and Weston and Mses. Dodds-Brown, Fleiss and Millstone-Shroff to serve as directors. Each nominee has consented to be named in this proxy statement and agreed to continue to serve as a director if elected by the stockholders. If any of them should become unavailable, the Board may designate a substitute nominee. In that case, the Company will provide additional disclosures to stockholders, and the proxy holders named as proxies in the accompanying proxy card will vote for the Board’s substitute nominee. Alternatively, the Board may leave the position vacant or reduce the size of the Board.

James M. Harrison, who has served as a director of the Company since 2012, will complete his tenure as a Board member at the Annual Meeting. The Board thanks Mr. Harrison for his years of dedicated service to the Board and his significant contributions to the Company.

Director Nominees

General Information

Below is a summary of the Nominees for election as Director at the Annual Meeting, their ages as of April 11, 2022 and the year they were each first elected to the Board.

Name	Age	Position	Director Since
Norman S. Matthews	89	Non-Executive Chair and Director	2013
Joel Alsfine	52	Director	2020
Steven J. Collins	53	Director	2012
James G. Conroy	52	Director	2019
William S. Creekmuir	66	Director	2016
Sarah Dodds-Brown	49	Director	2020
Jennifer Fleiss	38	Director	2020
John A. Frascotti	61	Director	2019
Michelle Millstone-Shroff	47	Director	2019
Bradley M. Weston	57	Chief Executive Officer and Director	2020

We seek nominees who possess strong personal and professional ethics, integrity and values, are business savvy and genuinely interested in the Company, and are committed to representing the long-term interests of the stockholders. The Board believes that diversity in thought, experience, backgrounds, skills and viewpoints contributes to and enhances the Board’s capabilities. In identifying and recommending nominees to the Board, the Nominating Committee will consider a number of factors, including the skills, qualifications and experience described below.

We believe that all of our nominees possess the professional and personal qualifications necessary for board service.

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Proposal 1

Skills, Qualifications, and Experience

Our nominees contribute to our Board the individual experiences, qualifications, attributes, skills and self-identified diversity traits as shown in the following matrix. The skills identified in the matrix are intended as a high-level summary and not an exhaustive list:

	MATTHEWS	ALSFINE	COLLINS	CONROY	CREEKMUIR	DODDS-BROWN	FLEISS	FRASCOTTI	MILLSTONE-SHROFF	WESTON
Brand Marketing Experience
Corporate Social Responsibility Experience
Environmental & Sustainability Experience
Executive Leadership Experience
Financial/Capital Allocation Experience
Governmental & Public Policy Experience
Human Capital Management Experience
Industry Experience
International Operations & Distribution Experience
Public Company Board Experience
Technology Experience
Race/Ethnicity
African American or Black
White or Caucasian
Gender
Female
Male

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Proposal 1

Director Nominee Skills

The experiences, qualifications, attributes, and skills of our nominees were assessed using the following definitions:

Brand Marketing Experience	We believe it is important for our directors to have brand marketing experience because of the importance of image and reputation in our business and our objective to maintain our standing as one of the most recognized and respected party good supplier brands in the world.
Corporate Social Responsibility Experience	Experience in advocating for gender and racial equality, human rights and effective corporate citizenship ensures that the Company remains at the forefront of advancing social justice, diversity and inclusivity.
Environmental & Sustainability Experience	Experience in environmental and sustainability topics strengthens the Board’s oversight and assures that strategic business imperatives and long-term value creation for shareholders are achieved within a responsible and sustainable business model.
Executive Leadership Experience	We believe that it is important for our directors to have served in executive leadership roles at other organizations (for example, as a Chief Executive Officer or President), which demonstrates strong abilities to motivate and manage others, to identify and develop leadership qualities in others and to manage organizations. Our global scale and complexity require aligning multiple areas of operations, including, but not limited to, marketing, merchandising, supply chain, human resources, real estate and technology. Directors with executive leadership experience are uniquely positioned to contribute practical insight into business strategy and operations and support the achievement of strategic priorities and objectives.
Financial/Capital Allocation Experience	We are committed to strong financial discipline, effective allocation of capital, an appropriate capital structure, risk management, legal and regulatory compliance and accurate disclosure practices. We believe that directors who have senior financial leadership experience at large global organizations and/or financial institutions and directors who are experienced allocators of capital are instrumental to our success.
Governmental & Public Policy Experience	We believe that it is important for our directors to have experience in public policy to help us address significant public policy issues, adapt to different business and regulatory environments and facilitate our work with various governmental entities both domestically and around the world.
Human Capital Management Experience	It is important that our directors have experience managing and developing values and culture in a global work force because our people are one of our most valuable assets.
Industry Experience	We seek directors who have experience in a broad cross section of industries, including consumer products, retail and technology, and other experiences useful in understanding our operations.
International Operations & Distribution Experience	The Company has operations around the globe. Accordingly, international operations experience is important for our directors to have, especially as we continue to expand globally and develop new channels of distribution.
Public Company Board Experience	Directors who have served on other public company boards can offer advice and perspective with respect to board dynamics and operations, relations between the board and our management and other matters, including corporate governance, executive compensation, risk management and oversight of strategic, operational, compliance-related matters and relations with shareholders.
Technology Experience	Our business has become increasingly complex as we have enhanced our offerings, expanded our global footprint and increased online customer ordering capabilities. This increased complexity requires a sophisticated level of technology resources and infrastructure as well as technological expertise, including with respect to responsible innovation. And, as a consumer retail company, it is important for our directors to have digital and social media experience, which can provide insight and perspective with respect to our various business functions.

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Proposal 1

Director Nominee Biographies

Norman S. Matthews

Non-Executive Chair and Director

Director Since

Age

Committees

May 2013

Independent

Compensation

Nominating and ESG

Norman S. Matthews has been a member of our Board since May 2013 and has served as non-executive Chair of the Board since June 2018.

Director Qualifications

§ Mr. Matthews’ is qualified to serve on our Board due to his extensive experience in strategic marketing and sales, his over 30 years of experience as a senior business leader in marketing and merchandising at large public companies and his valuable expertise in compensation programs and strategy.

Professional Experience and Biography

§ Mr. Matthews has worked as an independent consultant and venture capitalist since 1989.

§ From 1978 to 1988, Mr. Matthews served in various senior management positions for Federated Department Stores, Inc., including President from 1987 to 1988.

§ In 2005, Mr. Matthews was named as one of eight outstanding directors by the Outstanding Directors Exchange (an annual award voted on by peer directors and awarded to an outstanding director for the key role he played during a crisis, business transformation or turnaround).

§ Mr. Matthews is a Princeton University graduate, and earned his MBA from Harvard Business School.

Current Public Company Directorships

§ The Children’s Place, Inc. (NASDAQ: PLCE) (Chair)

§ Grocery Outlet (NASDAQ: GO)

§ ThredUp (NASDAQ: TDUP).

Other Experience

§ Director emeritus of The Progressive Corporation, Sunoco, Inc., Toys ‘R’ Us, Inc., Federated Department Stores, Inc., and Henry Schein, Inc. and trustee emeritus at the American Museum of Natural History.

Joel Alsfine

Senior Advisor, MSD Capital

Director Since

Age

Committees

September 2020

Independent

Audit

Joel Alsfine has been a member of our Board since September 2020.

Director Qualifications

§ Mr. Alsfine is qualified to serve on our Board due to his extensive capital markets, investment, financial and risk management experience from his executive and consulting roles, as well as his public company directorships and experience serving as an analyst focusing on public company equity. Mr. Alsfine was nominated to the Board by the Nominating Parties pursuant to the Board Nomination Agreement.

Professional Experience and Biography

§ Mr. Alsfine is an independent consultant. He primarily provides advice to family offices and other family-backed investment organizations. He is also a Senior Advisor to MSD Capital, an investment firm formed to manage the capital of Michael Dell and his family. Mr. Alsfine has held this role since July 2020.

§ Until July 2020, Mr. Alsfine was a Partner and the head of the Tactical Investments Group at MSD Capital. Mr. Alsfine joined MSD Capital in 2002 as an analyst focusing on investing in public equity securities and subsequently became the portfolio manager of a large, concentrated public equity portfolio. Mr. Alsfine became a Partner of MSD in February 2014.

§ Prior to joining MSD, Mr. Alsfine worked at TG Capital Corp, a single-family investment office investing across all asset classes, McKinsey & Company, and accounting firm Fisher Hoffman Stride.

§ Mr. Alsfine earned an MBA from Stanford Graduate School of Business and a Bachelor of Commerce (Honors) in Accounting from the University of the Witwatersrand in South Africa.

Current Public Company Directorships

§ Asbury Automotive Group Inc. (NYSE: ABG)

§ Life Time Group Holdings, Inc. (NYSE: LTH)

§ CC Neuberger Principal Holdings II (NYSE: PRPB), a special purpose acquisition company.

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Proposal 1

Director Nominee Biographies

Steven J. Collins

Managing Director, Exeter Capital

Director Since

Age

Committees

July 2012

Independent

Compensation (Chair)

Nominating and ESG

Steven J. Collins has been a member of our Board since July 2012.

Director Qualifications

§ Mr. Collins is qualified to serve on our board of directors due to his experience serving as a director of various public and private companies and significant knowledge of the retail and consumer sectors.

Professional Experience and Biography

§ Mr. Collins founded Exeter Capital, a private equity firm, in 2019 and serves as a Managing Director.

§ Prior to joining Exeter Capital, Mr. Collins was a Managing Director at Advent International, a global private equity firm, from 2007 to 2017. Mr. Collins joined Advent in 1995 and re-joined after graduate school in 2000.

§ He earned a B.A. and B.S. from the University of Pennsylvania’s Wharton School and an MBA from Harvard Business School.

Current Public Company Directorships

§ Kirkland’s Inc. (NASDAQ: KIRK)

Prior Public Company Directorships in Last 5 Years

§ Bojangles (NASDAQ: BOJA), a chain of fast-food restaurants from 2011 to 2019.

Other Experience

§ Serves on the boards of several privately-held businesses.

James G. Conroy

President, CEO and Director, Boot Barn

Director Since

Age

Committees

September 2019

Independent

Nominating and ESG (Chair)

James G. Conroy has been a member of our Board since September 2019.

Director Qualifications

§ Mr. Conroy is qualified to serve on our board of directors due to his expertise in the strategic and operational aspects of the retail industry, which he has gained over 30 years of experience.

Professional Experience and Biography

§ Mr. Conroy has been a director and the President and Chief Executive Officer of Boot Barn (NYSE: BOOT) since 2012.

§ Prior to joining Boot Barn, Mr. Conroy served in various roles at Claire’s Stores, including Chief Operating Officer and Interim Co-Chief Executive Officer during 2012, President from 2009 to 2012 and Executive Vice President from 2007 to 2009.

§ Previously, he held roles at Viacom Entertainment in their Retail Group from 1996 to 1998, Kurt Salmon Associates from 2003 to 2005 and Deloitte Consulting.

§ Mr. Conroy earned a bachelor’s degree in business management and marketing, and an MBA from Cornell University.

Current Public Company Directorships

§ Boot Barn (NYSE: BOOT)

Other Experience

§ Currently serves on the boards of Children’s Hospital of Orange County and Orange County School of the Arts (OCSA).

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Proposal 1

Director Nominee Biographies

William S. Creekmuir

President, Pinnacle Search Partners

Director Since

Age

Committees

March 2016

Independent

Audit (Chair)

William S. Creekmuir has been a member of our Board since March 2016.

Director Qualifications

§ Mr. Creekmuir is qualified to serve on our Board of Directors due to his extensive experience in financial executive roles and deep knowledge of finance.

Professional Experience and Biography

§ Mr. Creekmuir is President of Pinnacle Search Partners, LLC (“Pinnacle”), a global executive search firm, and has served in that capacity since December 2015. Originally hired as a consultant to Pinnacle in 2014, he quickly assumed roles of continuing responsibility and became owner of the company in December 2015.

§ From October 2011 through January 2015, Mr. Creekmuir served as an independent consultant, including consulting for Pinnacle and acting as the Interim Chief Financial Officer of Sleep Innovations, Inc.

§ Mr. Creekmuir served as Executive Vice President and Chief Financial Officer of Simmons Bedding Company from 2000 to 2011.

§ Mr. Creekmuir served as the Executive Vice President and Chief Financial Officer of LADD Furniture, Inc. from 1992 to 2000.

§ His earlier years were spent with Big 4 global accounting firm KPMG where he was ultimately named Partner and held responsibilities in the United States and Ireland.

§ Mr. Creekmuir earned a BS in Business Administration from the University of North Carolina at Chapel Hill.

Current Public Company Directorships

§ Flexsteel Industries, Inc. (NASDAQ: FLXS)

Other Experience

§ Is a member of the President’s Advisory Council at Elon University, is on the American Home Furnishings Alliance Solution Partners board, and is Chair of the Statistics Committee of the International Sleep Products Association.

Sarah Dodds-Brown

EVP & Managing Counsel, American Express

Director Since

Age

Committees

October 2020

Independent

Audit

Sarah Dodds-Brown has been a member of our Board since October 2020.

Director Qualifications

§ Ms. Dodds-Brown is qualified to serve on our Board of Directors due to her extensive expertise in regulatory, legal, privacy, consumer and merchant matters, as well as her significant experience activating cultural engagement and promoting diversity and inclusion across global organizations.

Professional Experience and Biography

§ Since 2005, Ms. Dodds-Brown has served in a variety of leadership positions in the General Counsel’s Organization at American Express (NYSE: AXP), including currently as Executive Vice President and Managing Counsel leading the Global Enterprise Services & U.S. Market. Her team provides legal expertise and advice across a range of global subject matter and regulatory areas, including digital transactions, technology, intellectual property, antitrust, bank regulatory, advertising and marketing and privacy and data law. Prior to that, Ms. Dodds-Brown led the U.S. Business Legal Group providing legal and regulatory support across the company’s U.S. consumer, commercial and global merchant and network services businesses.

§ Ms. Dodds-Brown currently serves as an Adviser on an American Law Institute project focused on developing principles for a data economy.

§ Previously, Ms. Dodds-Brown worked at Paul, Weiss, Rifkind, Wharton & Garrison LLP in the firm’s M&A and private equity practices.

§ Ms. Dodds-Brown earned a JD from Columbia University School of Law and a B.A. from Duke University.

Other Experience

§ Is active with educational and civic organizations, including the Board of Trustees for The WNET Group and Rye Country Day School and the Board of Directors for DirectWomen.

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Proposal 1

Director Nominee Biographies

Jennifer Fleiss

Venture Partner, Volition Capital
Co-Founder & Director, Rent the Runway

Director Since

Age

September 2020

Independent

Jennifer Fleiss has been a member of our Board since September 2020.

Director Qualifications

§ Ms. Fleiss is qualified to serve on our board of directors due to her significant executive experience, digital expertise, and record of building unique marketplace platforms that disrupt the traditional shopping experience and enable leading retail businesses.

Professional Experience and Biography

§ Ms. Fleiss is a Venture Partner at Volition Capital, a growth equity firm, since February 2021.

§ In November 2008, Ms. Fleiss co-founded Rent the Runway, Inc. (“Rent the Runway”), an online service that provides designer dress and accessory rentals.

§ In March 2017, Ms. Fleiss co-founded Walmart’s text-based shopping service (previously named Jetblack).

§ Additionally, Ms. Fleiss currently serves as an adviser to and investor in consumer start-ups and venture funds.

§ Ms. Fleiss earned an undergraduate degree from Yale University and an MBA from Harvard Business School.

Current Public Company Directorships

§ Rent the Runway Inc (NASDAQ:RENT)

§ Apollo Strategic Growth Capital (NYSE: APSG), a special purpose acquisition company within Apollo Global Management, Inc.

Other Experience

§ Board member at Shutterfly, Inc., a photography products and image sharing company.

John A. Frascotti

Special Advisor & Director, Hasbro

Director Since

Age

Committees

September 2019

Independent

Audit

John A. Frascotti has been a member of our Board since September 2019.

Director Qualifications

§ Mr. Frascotti is qualified to serve on our board of directors due to his experience as a senior executive, and his extensive experience in the strategic and operational aspects of the consumer products, gaming, and entertainment industries.

Professional Experience and Biography

§ Mr. Frascotti served as the President and Chief Operating Officer of Hasbro, Inc. (NASDAQ:HAS) from 2018 until his retirement on March 31, 2021, and served as a Special Advisor to Hasbro from April 1, 2021 until March 31, 2022. Mr. Frascotti joined Hasbro in 2008 as Executive Vice President and Chief Marketing Officer, became President of Hasbro Brands in 2014, and became President of Hasbro in 2017. In 2018, he was also named Chief Operating Officer. Mr. Frascotti served as a member of Hasbro’s Board of Directors from 2018 to 2021.

§ Before joining Hasbro, Mr. Frascotti served in several senior executive positions at Reebok International Ltd. and myteam.com and the law firms of Mitchell, Silberberg & Knupp in Los Angeles and Palmer & Dodge in Boston.

§ Mr. Frascotti earned his B.A. in Economics from Yale University, where he graduated Phi Beta Kappa and summa cum laude, and his JD, cum laude, from Harvard Law School.

Current Public Company Directorships

§ The Children's Place, Inc. (NASDAQ: PLCE), a specialty retailer of children’s apparel and accessories.

Other Experience

§ Was a member of the Board of the SeriousFun Children's Network.

§ Was a member of the Board of Directors of Corus Entertainment, Inc. in Toronto, Canada, the Toy Association, the Discovery Family Channel, and the Hasbro Children’s Fund.

Party City Holdco Inc. | 2022 Proxy Statement | 27

Table of Contents

Proposal 1

Director Nominee Biographies

Michelle Millstone-Shroff

Former President and COO, Buy Buy Baby, Inc.

Director Since

Age

Committees

February 2019

Independent

Compensation

Michelle Millstone-Shroff has been a member of our Board since February 2019.

Director Qualifications

§ Ms. Millstone-Shroff’s significant strategic and operating experience at omni-channel consumer-facing businesses, including experience scaling a specialty retailer from less than $100 million in revenue to over $1 billion, led to the conclusion she should serve as a Director.

Professional Experience and Biography

§ Ms. Millstone-Shroff serves as an independent advisor to various businesses, including as a Senior Advisor to McKinsey & Company, a global management consulting firm, since April 2019.

§ From 2007 to 2018, Ms. Millstone-Shroff was the President and Chief Operating Officer of buybuy Baby (NYSE: BBBY), the nation’s leading retailer of items for infants and toddlers.

§ Concurrent with her role at buybuy Baby, Ms. Millstone-Shroff was the Chief Customer Experience Officer of Bed Bath & Beyond, Inc from 2015 to 2018.

§ During her fifteen years at Bed Bath & Beyond, Inc. (NYSE: BBBY), Ms. Millstone-Shroff also served in senior roles in strategy and business development.

§ Earlier in her career, she worked at McKinsey & Company, with a focus on retail- and consumer-oriented companies.

§ Ms. Millstone-Shroff is a graduate of Harvard Business School, where she earned an MBA with distinction, and the University of Pennsylvania, where she earned a dual B.S. summa cum laude in strategic management from The Wharton School and a B.A. in psychology summa cum laude from The College of Arts & Sciences.

Current Public Company Directorships

§ Public Storage (NYSE: PSA), a self-storage REIT

§ Neiman Marcus Group Inc. (NYSE: NMG.A), a chain of luxury department stores

Other Experience

§ Ms. Millstone-Shroff serves as a director of Athletico Physical Therapy clinics, a chain of physical therapy clinics and Nanit, a private technology start-up that develops smart baby monitor devices.

Bradley M. Weston

President, CEO & Director, Party City Holdco Inc.

Director Since	Age
April 2020	57

Bradley M. Weston became the Company’s President & Chief Executive Officer effective April 1, 2020 and has been a member of the Board since April 2020.

Director Qualifications

§ Mr. Weston’s extensive experience in the retail industry and his roles as Chief Executive Officer here and at Petco led to the conclusion that he should serve as a director of our Company.

Professional Experience and Biography

§ In July 2019, Mr. Weston joined Party City Party City Holdco Inc. as President and also was appointed Chief Executive Officer of Party City Retail Group.

§ Prior to joining the Company, Mr. Weston served as Chief Executive Officer at Petco (NASDAQ: WOOF) from January 2017 to June 2018.

§ From October 2011 to December 2016, Mr. Weston served as the President and Chief Merchandising Officer of Petco.

§ Before joining Petco, Mr. Weston held several senior executive positions at Dick’s Sporting Goods (NASDAQ: DKS) from 2006 to 2011, including Chief Merchandising Officer.

§ Mr. Weston earned a B.S. in business administration from the University of California, Berkeley.

Current Public Company Directorships

§ Boot Barn (NYSE: BOOT), a retailer of western and work-related footwear, apparel and accessories.

Other Experience

§ Was a member of the Board of Directors of National Retail Federation, the world’s largest retail trade association.

§ Was a member of the Board of Directors of Petco.

28 | 2022 Proxy Statement | Party City Holdco Inc.

Table of Contents

Proposal 1

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES SET FORTH ABOVE.

Director Compensation for Fiscal Year 2021

Fees for committee service and service on the Board and committees of subsidiary bank to differentiate individual pay based on workload

Emphasis on equity in the overall compensation mix

Full-value equity grants under a fixed-value annual grant policy with time-based vesting

No performance-based equity awards

A robust stock ownership guideline set at five times the annual cash retainer to support stockholder alignment

Stockholder approved governance limit of $500,000 on the total value of equity compensation that may be granted to a non-employee director each fiscal year

Policies prohibiting hedging and pledging by our directors

Annual Compensation

Directors who are also our employees receive no additional compensation for serving on our Board during such time they are an employee.

Our current non-employee director compensation was developed taking into account the recommendations developed from a 2017 analysis of similar programs of our peer companies, which was performed by the Compensation Committee’s independent compensation consultant for 2021, Semler Brossy Consulting Group, LLC. None of these retainer amounts changed in fiscal year 2021.

Under the program, each non-employee director is eligible to receive a cash retainer as follows:

				($)
	Annual cash retainer for Board service:
	Chair of the Board			135,000
	Other non-employee directors			75,000
	Annual cash retainers for Committee service:
	Nominating and ESG Committee:
	Chair			12,500
	Member			7,500
	Audit Committee
	Chair			20,000
	Member			12,500
	Compensation Committee
	Chair			15,000
	Member			10,000

All retainers are paid quarterly in arrears. Our non-employee directors have the option to receive all or any portion of such compensation in the form of either cash or fully vested shares of our common stock.

Each participating non-employee director is also eligible to receive an annual equity retainer of restricted stock units (RSUs) equal to $125,000 (based on the aggregate value of the underlying shares on the grant date) as of our annual meeting of stockholders, and in the first year of director service, he or she receives a sign-on, pro rata grant of RSUs.

Party City Holdco Inc. | 2022 Proxy Statement | 29

Table of Contents

Proposal 1

The annual grants and sign-on grants of RSUs will vest in full on the first anniversary of the grant date or the date of the annual meeting of stockholders following the grant date, respectively, or the earlier termination of the director’s service due to his or her death, or a change in control, subject, in each case, to the director’s continued service as a member of the Board through the vesting date.

The following table sets forth the compensation paid to the non-employee directors during the year ended December 31, 2021:

Name	Fees Earned or Paid in Cash ($)	Stock Awards⁽²⁾($)	All Other Compensation⁽³⁾($)	Total ($)
Joel Alsfine	87,500	298,500	0	386,000
Steven J. Collins	107,500	278,400	0	385,900
James G. Conroy	95,000	278,400	0	373,400
William S. Creekmuir	107,500	278,400	0	385,900
Sarah Dodds-Brown	87,500	298,500	0	386,000
Jennifer Fleiss	75,000	298,500	0	373,500
John A. Frascotti	87,500	278,400	0	365,900
James M. Harrison

SEC Form DEF 14A filed by Party City Holdco Inc.