Sincerely,
Craig
Levra,
Chairman
of the Board
|
1.
|
Election
of Directors.
To
elect one Class 3 director to hold office until the annual meeting of
stockholders to be held in 2010, or until his successor has been
elected
and qualified. The Board of Directors has nominated Donald J. Howard
for
election as a Class 3 director at the
Meeting.
|
2.
|
Ratification
of Appointment of the Independent Registered Public Accounting
Firm.
To
ratify the appointment of Moss Adams LLP as the Company's independent
registered public accounting firm for the fiscal year ending March
30,
2008.
|
3.
|
Other
Business.
To transact such other business as properly may come before the Meeting
or
any adjournment or postponement
thereof.
|
By
Order of the Board of Directors,
SPORT
CHALET, INC.
Howard
K. Kaminsky,
Secretary
|
1.
|
Election
of Directors.
To
elect one Class 3 director to hold office until the annual meeting of
stockholders to be held in 2010, or until his successor has been
elected
and qualified. The Board of Directors has nominated Donald J. Howard
for
election as a Class 3 director at the
Meeting.
|
2.
|
Ratification
of Appointment of the Independent Registered Public Accounting
Firm.
To
ratify the appointment of Moss Adams LLP as the Company's independent
registered public accounting firm for the fiscal year ending March
30,
2008.
|
3.
|
Other
Business.
To transact such other business as properly may come before the Meeting
or
any adjournment or postponement
thereof.
|
Class
A Common
Stock
|
Class
B Common
Stock
|
%
of Total
|
||||||||||||||
Name and Address (1) |
Shares
(2)
|
%
of Class (3)
|
Shares
(2)
|
%
of Class (3)
|
Voting
Power (4)
|
|||||||||||
Norbert
Olberz (5)
|
7,683,339
|
62.3
|
105,565
|
6.1
|
20.8
|
|||||||||||
John
R. Attwood (6)
|
40,250
|
*
|
5,750
|
*
|
*
|
|||||||||||
Donald
J. Howard (7)
|
18,083
|
*
|
2,583
|
*
|
*
|
|||||||||||
Al
D. McCready (6)
|
35,000
|
*
|
5,000
|
*
|
*
|
|||||||||||
Eric
S. Olberz (8)
|
54,762
|
*
|
1,750
|
*
|
*
|
|||||||||||
Kenneth
Olsen (9)
|
49,758
|
*
|
7,108
|
*
|
*
|
|||||||||||
Frederick
H. Schneider (6)
|
89,075
|
*
|
12,725
|
*
|
*
|
|||||||||||
Craig
L. Levra (10)
|
367,584
|
2.9
|
841,162
|
46.9
|
35.4
|
|||||||||||
Howard
K. Kaminsky (11)
|
233,282
|
1.9
|
296,321
|
16.7
|
12.8
|
|||||||||||
Dennis
D. Trausch (12)
|
298,180
|
2.4
|
37,050
|
2.1
|
2.2
|
|||||||||||
Tim
A. Anderson (13)
|
65,750
|
*
|
7,250
|
*
|
*
|
|||||||||||
Theodore
F. Jackson (14)
|
32,168
|
*
|
2,096
|
*
|
*
|
|||||||||||
Wedbush,
Inc. (15)
|
1,016,011
|
8.2
|
152,126
|
8.7
|
8.6
|
|||||||||||
Dimensional
Fund Advisors L.P. (16)
|
659,959
|
5.4
|
--
|
--
|
1.4
|
|||||||||||
Directors
and executive officers as a group (12 persons) (17)
|
8,967,231
|
68.0
|
1,324,360
|
70.9
|
70.1
|
*
|
Less
than 1%
|
(1)
|
The
address of each executive officer and director is in care of the
Company,
One Sport Chalet Drive, La Cañada, California 91011. The address of
Wedbush, Inc. is 1000 Wilshire Boulevard, Los Angeles, California
90017.
The address of Dimensional Fund Advisors L.P. is 1299 Ocean Avenue,
Santa
Monica, California 90401.
|
(2)
|
Except
as may be set forth below and subject to applicable community property
laws, each such person has the sole voting and investment power with
respect to the shares of Common Stock owned.
|
(3)
|
Based
on 12,334,820 shares of Class A Common Stock and 1,741,543 shares of
Class B Common Stock outstanding on the Record Date. Under Rule 13d-3
of the Securities Exchange Act of 1934, certain shares may be deemed
to be
beneficially owned by more than one person (if, for example, a person
shares the power to vote or the power to dispose of the shares).
In
addition, shares are deemed to be beneficially owned by a person
if the
person has the right to acquire the shares (for example, upon exercise
of
an option) within 60 days of the date as of which the information
is
provided. In computing the percentage ownership of any person, the
amount
of shares outstanding is deemed to include the amount of shares
beneficially owned by such person (and only such person) by reason
of
these acquisition rights. The amount of shares beneficially owned
by such
person by reason of these acquisition rights is not deemed outstanding
for
the purpose of calculating the percentage ownership of any other
person.
As a result, the percentage of outstanding shares of any person as
shown
in this table does not necessarily reflect the person's actual ownership
or voting power with respect to the number of shares of Common Stock
actually outstanding at the Record
Date.
|
(4)
|
Based
on 1/20th of one vote for each share of Class A Common Stock and one
vote for each share of Class B Common
Stock.
|
(5)
|
Consists
of shares held by the Olberz Trust, a revocable grantor trust of
which Mr.
Olberz and his wife are
co-trustees.
|
(6)
|
Includes
12,250 shares of Class A Common Stock and 1,750 shares of
Class B Common Stock issuable upon the exercise of stock options
which first become exercisable on or before August 14, 2007.
|
(7)
|
Includes
18,083 shares of Class A Common Stock and 2,583 shares of
Class B Common Stock issuable upon the exercise of stock options
which first become exercisable on or before August 14, 2007. Excludes
2,917 shares of Class A Common Stock and 417 shares of Class B
Common Stock issuable upon the exercise of stock options which first
become exercisable after that date.
|
(8)
|
Includes
3,500 shares of Class A Common Stock and 1,750 shares of Class B
Common Stock issuable upon the exercise of stock options which first
become exercisable on or before August 14, 2007.
|
(9)
|
Includes
9,333 shares of Class A Common Stock and 1,333 shares of Class B
Common Stock issuable upon the exercise of stock options which first
become exercisable on or before August 14, 2006. Excludes 2,917
shares of Class A Common Stock and 417 shares of Class B Common
Stock issuable upon the exercise of stock options which first become
exercisable after that date.
|
(10)
|
Includes
367,500 shares of Class A Common Stock and 52,500 shares of
Class B Common Stock issuable upon the exercise of stock options
which first become exercisable on or before August 14, 2007. 84 shares
of
Class A Common Stock and 788,662 shares of Class B Common Stock are
pledged as collateral for a loan used to pay Mr. Levra’s income taxes
resulting from the Recapitalization Plan.
|
(11)
|
Includes
144,750 shares of Class A Common Stock and 31,750 shares of
Class B Common Stock issuable upon the exercise of stock options
which first become exercisable on or before August 14,
2007.
|
(12)
|
Includes
171,000 shares of Class A Common Stock and 23,000 shares of
Class B Common Stock issuable upon the exercise of stock options
which first become exercisable on or before August 14, 2007.
|
(13)
|
Includes
65,750 shares of Class A Common Stock and 7,250 shares of
Class B Common Stock issuable upon the exercise of stock options
which first become exercisable on or before August 14, 2007.
|
(14)
|
Includes
32,084 shares of Class A Common Stock and 2,084 shares of
Class B Common Stock issuable upon the exercise of stock options
which first become exercisable on or before August 14, 2007.
|
(15)
|
Based
on information contained in Schedules 13G/A filed with the SEC on
February
13, 2007, by Wedbush, Inc., Edward W. Wedbush and Wedbush Morgan
Securities, Inc. as joint filers. Wedbush, Inc. is the parent company
of
Wedbush Morgan Securities, Inc. Edward W. Wedbush is the chairman
and
principal shareholder of Wedbush, Inc. and the President of Wedbush
Morgan
Securities, Inc. Wedbush, Inc. states that it has sole voting power
and
sole dispositive power over 648,912 shares of Class A Common Stock
and
101,359 shares of Class B Common Stock, shared voting power over
925,661
shares of Class A Common Stock and 138,376 shares of Class B Common
Stock
and shared dispositive power over 1,016,011 shares of Class A Common
Stock
and 152,126 shares of Class B Common Stock. Mr. Wedbush states he
has sole
voting power and sole dispositive power over 229,950 shares of Class
A
Common Stock and 32,850 shares of Class B Common Stock, shared voting
power over 925,661 shares of Class A Common Stock and 138,376 shares
of
Class B Common Stock and shared dispositive power over 1,016,011
shares of
Class A Common Stock and 152,126 shares of Class B Common Stock.
Wedbush
Morgan Securities, Inc. states it has sole voting power and sole
dispositive power over 46,759 shares of Class A Common Stock and
4,167
shares of Class B Common Stock, shared voting power over 925,661
shares of
Class A Common Stock and 138,376 shares of Class B Common Stock and
shared
dispositive power over 1,016,011 shares of Class A Common Stock and
152,126 shares of Class B Common Stock. Mr. Wedbush disclaims beneficial
ownership of the Class A Common Stock or the Class B Common Stock
held by
Wedbush, Inc. or Wedbush Morgan Securities, Inc.
|
(16)
|
Based
on information contained in a Schedule 13G filed with the SEC on
February
9, 2007 by Dimensional Fund Advisors L.P. as the investment manager
of
certain investment companies, trusts and accounts. Dimensional Fund
Advisors L.P. disclaims beneficial ownership of the Class A Common
Stock
or the Class B Common Stock held by these investment companies, trusts
and
accounts.
|
(17)
|
Includes
848,750 shares of Class A Common Stock and 127,500 shares of
Class B Common Stock issuable upon the exercise of stock options
which first become exercisable on or before August 14, 2007. Excludes
5,834 shares of Class A Common Stock and 834 shares of Class B
Common Stock issuable upon the exercise of stock options which first
become exercisable after that date.
|
Name
|
Age
|
Class
|
Position
|
|||
Al
D. McCready *
|
60
|
1
|
Director
and a member of the Audit Committee since May 2001, Chairman of the
Corporate Governance and Nominating Committee since November 2003 and
a member of the Compensation Committee since June 2007. Mr. McCready
is the Chairman and Chief Executive Officer of McCready Manigold
Ray & Co., Inc., a consulting firm that serves retail and
distribution industry clients. Mr. McCready has specialized in
consulting with retail companies since 1978, focusing on corporate
strategy, information systems strategy, and technology planning.
Prior to
founding McCready Manigold Ray & Co., Inc. in 1991, Mr. McCready
was National Director of Retail and Distribution Industry Services
and a
Partner at the firm of Deloitte & Touche LLP. Mr. McCready
received a Masters Degree in Business Administration from the University
of Utah, and is a doctoral candidate at The George Washington University
in Washington, D.C. where he is studying corporate
governance.
|
|||
Eric
S. Olberz
|
44
|
1
|
Director
since 1992, a member of the Compensation Committee from 1992 until
May 2004 and a member of the Audit Committee from 1992 until
May 2001. Mr. Olberz is self-employed as a Certified Public
Accountant. He was employed as a staff accountant with BDO/Nation
Smith
Hermes Diamond-Accountants & Consultants from November 2000 to
July 2002. Mr. Olberz worked primarily with the firm's family
office group, providing wealth management services for high net worth
individuals. From July 1999 to November 2000, he was employed as
a staff auditor with Moreland & Associates. Mr. Olberz was
President and owner of Camp 7, Inc., a soft goods manufacturing operation
located in Santa Ana, California, from July 1995 to October 1996 and
Vice Chairman of the Company from October 1994 to July 1995, Vice
President from 1984 to October 1994 and Secretary from October 1992
to
July 1995. Mr. Olberz resigned as an officer and employee of the
Company concurrently with Camp 7, Inc.'s acquisition of the Company's
soft
goods manufacturing operations in July 1995. Mr. Olberz received
a Bachelors Degree with an emphasis in accounting from National University
and is a Certified Public Accountant. Mr. Olberz is the son of
Norbert Olberz, the Founder.
|
|||
Frederick
H. Schneider*
|
51
|
1
|
Director
and a member of the Audit Committee since May 2000, Chairman of the
Audit Committee since May 2004 and a member of the Corporate
Governance and Nominating Committee since November 2003.
Mr. Schneider currently is the Chief Financial Officer of Skechers
USA, Inc. (NYSE:SKX), a footwear manufacturer. Prior to joining Skechers
in January 2006, he served as a Senior Managing Director of Pasadena
Capital Partners LLP, a private equity investment firm. He served
as Chief
Financial Officer and Principal of Leonard Green & Partners,
L.P., a private equity investment firm, from September 1994 to
January 1998. From June 1978 to September 1994, he was
employed by KPMG Peat Marwick, including as an Audit and Due Diligence
Partner from June 1989 to September 1994. Mr. Schneider is
also a director and Chairman of the Audit Committee of Meade Instruments
Corp., a manufacturer and distributor of consumer optical
products.
|
Name
|
Age
|
Class
|
Position
|
|||
John
R. Attwood*
|
77
|
2
|
Director
and Chairman of the Compensation Committee since February 1993 and a
member of the Audit Committee from February 1993 until May 2001.
Mr. Attwood is the President of Attwood Enterprises, a consulting
business. He was the Chairman of Coca-Cola Bottling of Los Angeles
and a
Senior Vice President and a Group President of Beatrice Companies,
Inc.,
the parent company of Coca-Cola Bottling of Los Angeles, until his
retirement in 1986. He received a Bachelors Degree in Business
Administration from California State University, Los
Angeles.
|
|||
Craig
L. Levra
|
48
|
2
|
Chairman
of the Board since August 2001, Director since November 1998,
President since November 1997, Chief Operating Officer from
November 1997 until August 1999 and Chief Executive Officer
since August 1999. Prior to joining the Company, Mr. Levra was
employed by The Sports Authority, then the nation's largest sporting
goods
retailer. During his five-year tenure with that company, he held
positions
of increasing responsibility in merchandising and operations and
was Vice
President of Store Operations at the time of his departure. Mr. Levra
received a Bachelors Degree and a Masters Degree in Business
Administration from the University of Kansas. Mr. Levra currently
serves
on the Board of Directors of Junior Achievement of Southern California,
the Board of Directors of the Southern California Committee for the
Olympic Games, and the Board of Directors of the Los Angeles Sports
and
Entertainment Commission.
|
|||
Donald
J. Howard*
|
61
|
3
|
Director
since June 2004 and member of the Compensation Committee since
June 2004, the Corporate Governance and Nominating Committee since
February 2005 and the Audit Committee since June 2007. Mr. Howard
currently is a Partner and Senior Vice President, Development of
Marketplace Properties, a shopping center development company. He
served
as Senior Vice President, Development of Donahue Schriber, a Southern
California mall development company, from 1997 until joining Marketplace
Properties in 1998, and as Senior Vice President, Real Estate/Construction
of The Vons Companies, Inc., a leading grocery store chain, from
1994 to
1997. Mr. Howard has been employed in the development, construction
and
management of retail properties in Southern California since 1974.
He
received a Bachelors Degree in Business Administration from the University
of Southern California.
|
Name
|
Age
|
Class
|
Position
|
Howard
K. Kaminsky
|
49
|
--
|
Chief
Financial Officer since joining the Company in 1985, Executive Vice
President - Finance since May 2000 and Secretary since
July 1995. Mr. Kaminsky served as Vice President-Finance from
January to April 1997, Senior Vice President-Finance from
April 1997 to May 2000 and Treasurer from October 1992 to
January 1997. Prior to joining the Company, Mr. Kaminsky was
employed in the auditing division of Ernst & Young LLP where he became
a Certified Public Accountant. He received a Bachelors Degree in
Business
Administration from California State University, Northridge. Mr.
Kaminsky
is a member of Financial Executives International.
|
|||
Dennis
D. Trausch
|
58
|
--
|
Executive
Vice President - Growth and Development since April 2002 and
Executive Vice President-Operations from June 1988 until
April 2002. Since joining the Company in 1976, Mr. Trausch has served
in various positions starting as a salesperson and assuming positions
of
increasing responsibility in store and Company
operations.
|
|||
Tim
A. Anderson
|
47
|
--
|
Senior
Vice President - Retail Operations since July 2007, Vice President
-
Retail Operations from October 2003 to July 2007 and Director of
Store
Operations from April 2002 to October 2003. Mr. Anderson was employed
by Vans Incorporated, a national apparel and footwear retailer, as
Director of Retail Operations from 1998 until joining the
Company.
|
|||
Theodore
F. Jackson
|
51
|
--
|
Vice
President - Information Systems since February 2006, Director of
Information Systems from May 1999 to February 2006 and Chief Information
Officer since joining the Company in May 1999. Mr. Jackson’s retail
experience includes over 34 years of operations, merchandising, and
IT
positions for multiple retailers including Safeway Stores, Inc.,
Junior's
Tools, and Fred Meyer Stores. In addition, Mr. Jackson was a consultant
in
the retail practice at KPMG Peat Marwick. He received a Bachelors
Degree
in Business Administration from University of Maryland College Park,
Maryland.
|
Name
|
Fees
Earned or Paid
in
Cash
($)
|
Stock
Awards ($)
|
Option
Awards
($)(1) |
Non-Equity
Incentive Plan Compensation ($)
|
Changes
in Pension Value and Nonqualified Deferred Compensation Earnings
($)
|
All
Other Compensation ($)
|
Total
($)
|
|||||||||||||||
(a)
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
||||||||
Al
D. McCready
|
35,500
|
--
|
--
|
--
|
--
|
--
|
35,500
|
|||||||||||||||
Eric
S. Olberz
|
27,250
|
--
|
--
|
--
|
--
|
--
|
27,250
|
|||||||||||||||
Frederick
H. Schneider
|
39,250
|
--
|
--
|
--
|
--
|
--
|
39,250
|
|||||||||||||||
John
R. Attwood
|
31,000
|
--
|
--
|
--
|
--
|
--
|
31,000
|
|||||||||||||||
Donald
J. Howard
|
31,750
|
--
|
2,917
|
--
|
--
|
--
|
34,667
|
|||||||||||||||
Kenneth
Olsen
|
32,500
|
--
|
2,917
|
--
|
--
|
--
|
35,417
|
(1)
|
The
amounts in column (c) and (d) reflect the dollar amount recognized
for
financial statement reporting purposes for the fiscal year ended
April 1,
2007, in accordance with the Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 123 (revised 2004),
“Share-Based Payment” (“SFAS 123(R)”). See Note 2 to the Company's audited
financial statements for the fiscal year ended April 1, 2007, included
in
the Company's Annual Report on Form 10-K filed with the Securities
and
Exchange Commission on June 13, 2007, for a discussion of the relevant
assumptions used in calculating grant date fair value pursuant to
SFAS
123(R).
|
1.
|
Review
and approve corporate goals and objectives relevant to compensation
of the
executive officers.
|
2.
|
Evaluate
the performance of the executive officers in light of those goals
and
objectives.
|
3.
|
Determine
and approve the compensation level of the executive officers based
on this
evaluation.
|
4.
|
Make
recommendations to the Board with respect to incentive-compensation
plans
and equity-based plans.
|
1.
|
the
base salaries for executives should be competitive with the salaries
paid
to executives with comparable duties by other companies in the Company's
industry that are of similar size and
performance;
|
2.
|
bonus
programs and equity incentive plans should motivate the executive
to
achieve specific strategic and performance objectives established
by the
Board; and
|
3.
|
bonuses
and long-term equity incentive awards serve to align the executive's
interests with those of the Company's
stockholders.
|
Name
|
Title
|
Base
Salaries
(%)
|
Bonus
(%)
|
Stock
Options
(%)
|
All
Other
Compensation (%)
|
|||||||||||
Craig
L. Levra
|
Chairman
of the Board, President and Chief Executive Officer
|
57
|
37
|
--
|
6
|
|||||||||||
Howard
K. Kaminsky
|
Executive
Vice President - Finance, Chief Financial Officer and Secretary
|
88
|
--
|
--
|
12
|
|||||||||||
Dennis
D. Trausch
|
Executive
Vice President - Growth and Development
|
77
|
--
|
--
|
23
|
|||||||||||
Tim
A. Anderson
|
Senior
Vice President - Retail Operations
|
88
|
--
|
--
|
12
|
|||||||||||
Theodore
F. Jackson
|
Vice
President, Information Technology and Chief Information
Officer
|
93
|
--
|
--
|
7
|
|||||||||||
Norbert
Olberz (1)
|
Former
Chairman Emeritus
|
77
|
--
|
--
|
23
|
(1)
|
Norbert
Olberz resigned as a director and Chairman Emeritus on March 15,
2007.
|
1.
|
Company
performance: The
increase in the Company's net sales and net income in fiscal 2007,
including the 13% increase in the Company's revenue, and the fact
that,
although the Company's net income decreased 9% without the expense
of the
Company’s recapitalization plan, net income was the third highest amount
recorded in the Company’s history.
|
2.
|
Individual
performance: Mr.
Levra's contribution to the opening of five new stores, the highest
number
opened in one year by the Company, as well as securing leases for
an
additional seven stores to open in fiscal 2008. Also, Mr. Levra was
instrumental in continuing to improve the Company's infrastructure
to
provide a solid basis for growth.
|
3.
|
Allocation
between cash and non-cash component: The
number and vesting of outstanding options, the increase in the value
of
the share-based compensation granted to Mr. Levra in prior fiscal
years,
and each element of Mr. Levra's compensation for the prior fiscal
year,
and the reasons the Committee had established the amount of each
element
of compensation.
|
4.
|
Internal
pay equity: The
relationship between each element of Mr. Levra's compensation, on
the one
hand, and the compensation of each of the Company's other executive
officers, on the other hand; and the relationship between the aggregate
value of Mr. Levra's compensation, on the one hand, and the median
compensation of the Company's employees generally, on the other hand.
|
5.
|
Other
factors: The
deductibility of the compensation; the results of the survey conducted
by
Frederic W. Cook & Co., Inc. in fiscal 2005; and the terms of Mr.
Levra's employment agreement.
|
1.
|
Company
performance: The
increase in the Company's net sales and net income in fiscal 2007,
including the 13% increase in the Company's revenue, and the fact
that,
although the Company's net income decreased 9% without the expense
of the
Company’s recapitalization plan, net income was the third highest amount
recorded in the Company’s history.
|
2.
|
Individual
performance: The
contribution of each executive officer; the expertise of each executive
officer; and the specific strategic and performance objectives to
be
performed by each executive officer in fiscal 2007, including the
contribution of each executive officer to the opening of new stores
and
improvements in the Company's infrastructure.
|
3.
|
Allocation
between cash and non-cash component: The
number and vesting of outstanding options, the increase in the value
of
the share-based compensation granted to each executive officer in
prior
fiscal years; and each element of each executive officer's compensation
for the prior fiscal year, and the reasons the Committee had established
the amount of each element of compensation.
|
4.
|
Other
factors: The
deductibility of the compensation; the results of the survey conducted
by
Frederic W. Cook & Co., Inc.; and the terms of the executive officer's
employment agreement, if any.
|
Dated: July 16, 2007 |
THE
COMPENSATION COMMITTEE
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards .
($)(1) .
|
Option
Awards .
($)(1) .
|
Non-Equity
Incentive Plan Compensation .
($)(2) .
|
Change
in Pension Value and Nonqualified Deferred Compensation Earnings
($)
|
All
Other Compensation .
($)(3) .
|
Total
($)
|
|||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||
Craig
L. Levra
Chairman
of the Board, President and Chief Executive Officer
|
2007
|
380,000
|
--
|
--
|
--
|
250,000
|
--
|
40,491
|
670,491
|
|||||||||
Howard
K. Kaminsky
Executive
Vice President - Finance, Chief Financial Officer and
Secretary
|
2007
|
226,310
|
--
|
--
|
--
|
--
|
--
|
31,163
|
257,473
|
|||||||||
Dennis
D. Trausch
Executive
Vice President - Growth and Development
|
2007
|
177,740
|
--
|
--
|
--
|
--
|
--
|
53,259
|
230,999
|
|||||||||
Tim
A. Anderson
Senior
Vice President - Retail Operations
|
2007
|
166,790
|
--
|
--
|
--
|
--
|
--
|
22,312
|
189,102
|
|||||||||
Theodore
F. Jackson
Vice
President, Information Technology and Chief Information
Officer
|
2007
|
163,255
|
--
|
--
|
--
|
--
|
--
|
13,050
|
176,305
|
|||||||||
Norbert
Olberz (4)
Former
Chairman Emeritus
|
2007
|
150,000
|
--
|
--
|
--
|
--
|
--
|
44,879
|
194,879
|
(1)
|
Beginning
on April 1, 2007, the Company began accounting for stock-based
compensation in accordance with the requirements of SFAS 123(R).
On March
31, 2006, the Company accelerated the vesting of options to purchase
shares of Common Stock granted under the Company's 1992 Award Plan
and
2004 Equity Incentive Plan. See “Tax and Accounting Implications -
Accounting for Stock-Based Compensation.”
|
(2)
|
Bonuses
earned in fiscal 2007 based on the achievement of the targets established
by the Board in June 2006 are shown in column (g).
|
(3)
|
Certain
of the Company's executive officers receive personal benefits in
addition
to salary and cash bonuses, including, but not limited to, automobile
allowances, matching contributions under the Company's retirement
plan,
and group health and life insurance. The amount shown in column (i)
for
"All Other Compensation" consists of the following:
|
|
Year
|
Levra
($)
|
Kaminsky
($)
|
Trausch
($)
|
Anderson
($)
|
Jackson
($)
|
Olberz
($)
|
|||||||
Automobile
allowance and tax and financial services
|
2007
|
20,000
|
11,550
|
11,550
|
16,150
|
5,000
|
19,500
|
|||||||
Group
health and life Insurance
|
2007
|
17,866
|
16,598
|
41,023
|
6,162
|
6,359
|
25,379
|
|||||||
Matching
contribution to retirement plan
|
2007
|
2,626
|
3,015
|
686
|
-
|
1,691
|
-
|
|||||||
Total
|
2007
|
40,491
|
31,163
|
53,259
|
22,312
|
13,050
|
44,879
|
(4)
|
Norbert
Olberz resigned as director and Chairman Emeritus on March 15,
2007
|
Estimated
Future Payouts
Under Non-Equity Incentive
Plan Awards
|
Estimated
Future Payouts
Under Equity Incentive Plan Awards |
|||||||||||||||||||||||||||||||||
Name
|
Grant
Date |
Thres-hold
($)
|
Target
($)
|
Maximum
($)
|
Thres-hold
(#)
|
Target
(#)
|
Maximum
(#)
|
All
Other Stock Awards: Number of Shares of Stock or Units
(#)
|
All
Other Option Awards: Number of Securities Underlying Options
(#)
|
Exercise
or Base Price of Option Awards ($/Share)
|
Grant
Date Fair Value of Stock and Option Awards
|
|||||||||||||||||||||||
(a)
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
(k)
|
|
(l)
|
|
||||||||||||
Craig
L. Levra
|
6/12/06
|
608,000
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||||||||||||||||||||
Howard
K. Kaminsky
|
6/12/06
|
137,000
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||||||||||||||||||||
Dennis
D. Trausch
|
6/12/06
|
108,000
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||||||||||||||||||||
Tim
A. Anderson
|
6/12/06
|
102,000
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||||||||||||||||||||
Theodore
F. Jackson
|
6/12/06
|
99,000
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||||||||||||||||||||
Norbert
Olberz
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
(1)
|
The
amounts in column (d) reflect the full bonus potential for each executive
granted in fiscal 2007, and the estimated payout upon achievement
of the
performance goals and objectives established by the Board. The amount
actually earned by each Named Executive Officer is reported as Non-Equity
Incentive Plan Compensation in the Summary Compensation Table. Amounts
are
considered earned in fiscal 2007 although they were not paid out
until
fiscal 2008.
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||||
Name
|
Number
of Securities Underlying Unexercised Options Exercisable
|
Number
of Securities Underlying Options Unexercisable(1)
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
|
Option
Exercise Price
($)
|
Option
Expiration
Date
|
Number
of Shares or Units of Stock That Have Not Vested
|
Market
Value of Shares or Units of Stock That Have Not Vested
($)
|
Equity
Inventive Plan Awards: Number of Unearned Shares, Units or Other
Rights
That Have Not Vested
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares,
Units or
Other Rights That
Have
Not Vested
($)
|
|||||||||
Craig
L. Levra
|
30,000
200,000
90,000
80,000
100,000
|
--
--
--
--
--
|
--
--
--
--
--
|
2.38
2.22
2.38
4.30
7.49
|
2/4/08
4/15/09
5/11/10
5/11/11
3/31/16
|
--
--
--
--
--
|
--
--
--
--
--
|
--
--
--
--
--
|
--
--
--
--
--
|
|||||||||
Howard
K. Kaminsky
|
12,500
40,000
60,000
46,000
8,000
10,000
|
--
--
--
--
--
--
|
--
--
--
--
--
--
|
2.38
2.22
2.38
4.30
3.62
7.49
|
2/4/08
4/15/09
5/11/10
5/11/11
9/29/13
3/31/16
|
--
--
--
--
--
--
|
--
--
--
--
--
--
|
--
--
--
--
--
--
|
--
--
--
--
--
--
|
|||||||||
Dennis
D. Trausch
|
40,000
40,000
46,000
8,000
25,000
25,000
10,000
|
--
--
--
--
--
--
--
|
--
--
--
--
--
--
--
|
2.22
2.38
4.30
3.64
6.35
8.15
7.49
|
4/15/09
5/11/10
5/11/11
9/25/13
8/26/14
6/28/15
3/31/16
|
--
--
--
--
--
--
--
|
--
--
--
--
--
--
--
|
--
--
--
--
--
--
--
|
--
--
--
--
--
--
--
|
|||||||||
Tim
A. Anderson
|
8,000
25,000
25,000
15,000
|
--
--
--
--
|
--
--
--
--
|
3.62
6.35
8.15
7.49
|
9/29/13
8/26/14
6/28/15
3/31/16
|
--
--
--
--
|
--
--
--
--
|
--
--
--
--
|
--
--
--
--
|
|||||||||
Theodore
F. Jackson
|
6,668
10,000
7,500
10,000
|
--
--
--
--
|
--
--
--
--
|
6.35
8.15
7.30
7.49
|
8/26/14
6/28/15
2/7/16
3/31/16
|
--
--
--
--
|
--
--
--
--
|
--
--
--
--
|
--
--
--
--
|
|||||||||
Norbert
Olberz
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
(1)
|
Beginning
on April 1, 2007, the Company began accounting for stock-based
compensation in accordance with the requirements of SFAS 123(R).
On March
31, 2006, the Company accelerated the vesting of options to purchase
shares of Common Stock granted under the Company's 1992 Plan and
2004
Plan. See “Tax and Accounting Implications - Accounting for Stock-Based
Compensation.”
|
Option
Awards
|
Stock
Awards
|
|||||||
Name
|
Number
of Shares
Acquired
on Exercise
|
Value
Realized
on
Exercise ($)
|
Number
of Shares Acquired on Vesting
|
Value
Realized
on
Vesting ($)
|
||||
Craig
L. Levra
|
51,091
|
410,056
|
--
|
--
|
||||
Howard
K. Kaminsky
|
39,529
|
316,232
|
--
|
--
|
||||
Dennis
D. Trausch
|
40,723
|
327,071
|
--
|
--
|
||||
Tim
A. Anderson
|
50,000
|
432,239
|
--
|
--
|
||||
Theodore
F. Jackson
|
--
|
--
|
--
|
--
|
||||
Norbert
Olberz
|
--
|
--
|
--
|
--
|
·
|
any
merger or consolidation in which the Company is not the surviving
entity
(or survives only as a subsidiary of another entity whose stockholders
did
not own all or substantially all of the Common Stock in substantially
the
same proportions as immediately before the
transaction);
|
·
|
the
sale of all or substantially all of the Company's
assets;
|
·
|
the
acquisition of beneficial ownership of a controlling interest of
the
outstanding shares of Common Stock of the Company by any
person;
|
·
|
the
dissolution or liquidation of the
Company;
|
·
|
a
contested election of directors which result in the directors before
such
election or their nominees ceasing to constitute a majority of the
Board;
or
|
·
|
any
other event specified by the Board, regardless of whether at the
time an
award is granted or thereafter.
|
Name
|
Voluntary
Termination .
($)(1)
|
Termination
With Cause .
($)(1)
|
Termination
Without Cause
($)(1)
|
Change
in Control
($)(1)
|
Termination
for Good Reason
($)(1)
|
Death
($)(1)(2)
|
Disability
($)(1)(3)
|
|||||||||||||||
Craig
L. Levra
|
--
|
--
|
760,000
|
--
|
760,000
|
15,000
|
--
|
|||||||||||||||
Howard
K. Kaminsky
|
--
|
--
|
228,000
|
--
|
228,000
|
15,000
|
--
|
|||||||||||||||
Dennis
D. Trausch
|
--
|
--
|
92,700
|
--
|
92,700
|
15,000
|
--
|
|||||||||||||||
Tim
A. Anderson
|
--
|
--
|
--
|
--
|
--
|
15,000
|
--
|
|||||||||||||||
Theodore
F. Jackson
|
--
|
--
|
--
|
--
|
--
|
15,000
|
--
|
|||||||||||||||
Norbert
Olberz
|
--
|
--
|
--
|
--
|
--
|
15,000
|
--
|
(1)
|
Excludes
the value of vested stock options as of April 1, 2007, calculated
by
multiplying the number of shares underlying vested options by the
difference between the exercise price and the closing price of the
Company’s Common Stock on April 1, 2007. The value of vested stock options
as of April 1, 2007 is as follows: Mr. Levra $3.6 million (500,000
shares); Mr. Kaminsky $1.4 million (176,500 shares); Mr. Trausch
$1.3
million (194,000 shares); Mr. Anderson $291,000 (73,000 shares) and
Mr.
Jackson $118,000 (34,168 shares), Mr. Olberz has no stock
options.
|
(2)
|
Represents
the amount due from Company purchased life
insurance.
|
(3)
|
The
Company maintains long-term disability insurance which pays 60% of
salary
limited to $120,000 annually.
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
|
Weighted-average
exercise price of outstanding options, warrants
and rights
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities
reflected
in column (a)
|
|||
(a)
|
(b)
|
(c)
|
||||
Plans
Approved by Stockholders
Class
A
|
1,344,293
|
$4.94
|
1,174,982
(1)
|
|||
Class
B
|
161,793
|
$3.91
|
1,174,982
(1)
|
|||
Plans
Not Approved by Stockholders
|
--
|
--
|
--
|
·
|
Reviewed
and discussed with management the audited financial statements contained
in the Company's Annual Report on Form 10-K for fiscal 2007;
and
|
·
|
Obtained
from management their representation that the Company's financial
statements have been prepared in accordance with accounting principles
generally accepted in the United
States.
|
·
|
Discussed
with the independent registered public accounting firm the matters
required to be discussed by Statement on Auditing Standards No. 61,
as amended ("Communication with Audit Committees");
|
·
|
Reviewed
and discussed with the independent registered public accounting firm
the
written disclosures and the letter from the independent registered
public
accounting firm required by Independent Standards Board Standard
No. 1
("Independence Discussions with Audit Committees"); and
|
·
|
Reviewed
and discussed with the independent registered public accounting firm
whether the rendering of the non-audit services provided by them
to the
Company during fiscal 2007 was compatible with their
independence.
|
Dated:
July 16, 2007
|
AUDIT
COMMITTEE
Donald
J. Howard
Al
D. McCready
Frederick
H. Schneider
|
·
|
the
Audit Committee shall review any proposed agreement or arrangement
relating to a related person transaction or series of related person
transactions, and any proposed amendment to any such agreement or
arrangement;
|
·
|
the
Audit Committee shall establish standards for determining whether
the
transactions covered by such proposed agreement or arrangement, are
on
terms no less favorable to the Company than could be obtained from
an
unrelated third party (“fair to the
Company”);
|
·
|
before
the Company enters into any such proposed agreement or arrangement,
and at
least annually thereafter, the Company's accounting department shall
report to the Audit Committee whether the transactions covered by
such
agreement or arrangement are fair to the Company under the standards
established by the Audit Committee;
|
·
|
the
Audit Committee shall not pre-approve, and shall make all reasonable
efforts (taking into account the cost thereof to the Company) to
cancel or
cause to be renegotiated, any such agreement or arrangement which
is not
so determined to be fair to the Company;
and
|
·
|
the
Company will disclose any related person transactions required to
be
disclosed by the rules promulgated by the SEC, in the manner so
required.
|
By
Order of the Board of Directors,
SPORT
CHALET, INC.
Howard K.
Kaminsky,
Secretary
|
1.
|
Review
and reassess the adequacy of this Charter annually and recommend
any
proposed changes to the Board for
approval.
|
2.
|
Review
the annual audited financial statements with management, including
major
issues regarding accounting and auditing principles and practices,
the
adequacy of internal controls that could significantly affect the
Company's financial statements, and any alternative accounting treatments
permitted under accounting principles generally accepted in the United
States that have been discussed with management, as well as any preferred
treatment.
|
3.
|
Review
an analysis prepared by management and the independent auditor of
significant financial reporting issues and judgments made in connection
with the preparation of the Company's financial
statements.
|
4.
|
Review
with management and the independent auditor the Company's annual
and
quarterly financial statements prior to the filing of its Form 10-K
or
Form 10-Q, respectively.
|
5.
|
Meet
periodically with management to review the Company's major financial
risk
exposures and the steps management has taken to monitor and control
such
exposures.
|
6.
|
Review
major changes to the Company's auditing and accounting principles
and
practices as suggested by the independent auditor, internal auditor,
if
any, or management.
|
7.
|
Have
the authority and responsibility for the appointment, compensation,
retention, and oversight of the work of the independent auditor,
or any
other firm engaged by the Company for the purpose of preparing or
issuing
an audit or attestation report on financial information of the Company,
including resolution of disagreements between management and the
auditor
regarding financial reporting.
|
8.
|
Pre-approve
all audit and permitted non-audit services to be performed by the
independent auditor.
|
9.
|
Receive
periodic reports from the independent auditor regarding the auditor's
independence consistent with Independence Standards Board Standard
1,
discuss such reports with the auditor, and if so determined by the
Audit
Committee, take appropriate action to oversee the independence of
the
auditor.
|
10.
|
Evaluate
together with management the performance of the independent auditor
and,
if so determined by the Audit Committee, replace the independent
auditor.
|
11.
|
Review
the adequacy of the Company's internal auditing function, if
any.
|
12.
|
Review
any significant reports to management prepared by the internal auditing
department, if any, and management's
responses.
|
13.
|
Meet
with the independent auditor prior to the audit to review the planning
and
staffing of the audit.
|
14.
|
Obtain
from the independent auditor the report required by Section 10A(b)
of the
Securities Exchange Act of 1934.
|
15.
|
Obtain
reports from management, the Company's senior internal auditing executive,
if any, and the independent auditor that the Company's subsidiary/foreign
affiliated entities are in conformity with applicable legal requirements
and the Company's code of conduct.
|
16.
|
Discuss
with the independent auditor the matters required to be discussed
by
Statement on Auditing Standards No. 61 or Section 204 of the
Sarbanes-Oxley Act of 2002, relating to the conduct of the
audit.
|
17.
|
Review
with the independent auditor the management letter provided by the
auditor
and the Company's response to that letter. Such review should
include:
|
a.
|
Any
difficulties encountered in the course of the audit work, including
any
restrictions on the scope of activities or access to required
information.
|
b.
|
Any
changes required in the planned scope of the
audit.
|
c.
|
The
responsibilities, budget and staffing of the internal audit department,
if
any.
|
18.
|
Supervise
preparation of the report required by the rules of the Securities
and
Exchange Commission to be included in the Company's annual report
to
shareholders.
|
19.
|
Advise
the Board from time to time with respect to the Company's policies
and
procedures regarding compliance with applicable laws and regulations
and
with the Company's code of conduct.
|
20.
|
Meet
with the Company's legal counsel to review legal matters that may
have a
material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators
or
governmental agencies.
|
21.
|
Meet
at least annually with the Chief Financial Officer, the senior internal
auditing executive, if any, and the independent auditor in separate
executive sessions.
|
22.
|
Review
all related party transactions for a potential conflict of interest
on an
ongoing basis and approve all such
transactions.
|
23.
|
Establish
procedures, under confidential and anonymous submissions, for the
receipt,
retention and treatment of complaints regarding accounting, internal
accounting control or auditing
matters.
|
1.
|
PURPOSE
|
(a)
|
Review
and approve corporate goals and objectives relevant to compensation
of the
executive officers.
|
(b)
|
Evaluate
the performance of the executive officers in light of those goals
and
objectives.
|
(c)
|
Determine
and approve the compensation level of the executive officers based
on this
evaluation.
|
(d)
|
Make
recommendations to the Board with respect to incentive compensation
plans
and equity-based plans.
|
2. |
COMMITTEE
MEMBERSHIP AND ORGANIZATION
|
3. |
COMMITTEE
RESPONSIBILITIES AND AUTHORITY
|
(a)
|
Review
from time to time and approve the Company's compensation strategy
to
ensure that management is rewarded appropriately for its contributions
to
Company growth and profitability and that the executive compensation
strategy supports Company objectives and stockholder
interests.
|
(b)
|
Determine
all elements of compensation for the executive officers. The CEO
may not
be present during voting on or discussion of his
compensation.
|
(c)
|
Determine
the long-term incentive component of compensation for the executive
officers based on the considerations adopted by the Board.
|
(d)
|
Annually
review the performance of the CEO and the executive officers of the
Company, and report on the Committee's review to the Board and the
CEO.
|
(e)
|
Produce
the annual Board Compensation Committee Report to Stockholders on
the
factors and criteria on which the compensation for the CEO and other
executive officers in the last year was based, to be included in
the
Company's proxy statement for its annual meeting or Annual Report
on Form
10-K filed with the SEC.
|
(f)
|
Develop
the Company's incentive compensation strategy with respect to the
total
number of incentive awards to be granted, the relative participation
of
senior management and other employees, and the types of awards to
be
granted.
|
(g)
|
Recommend
and approve, subject to submission to stockholders when appropriate,
all
new equity-related incentive plans
|
(h)
|
Determine
eligibility for awards under the Company's incentive compensation
plans
and the terms under which awards are
granted.
|
(i)
|
Allocate
awards under the Company's incentive compensation
plans.
|
(j)
|
Assure
that the Company's executive incentive compensation program, including
the
annual and long-term incentive plans, is administered in a manner
consistent with the Company's incentive compensation strategy.
|
(k)
|
Approve
annual retainer and meeting fees for directors and members of Board
committees, including expense reimbursement limits and per diem
allowances, and fix the terms and awards of stock compensation for
members
of the Board.
|
(l)
|
Review
with the CEO matters relating to management succession.
|
(m)
|
Review
the Company's employee benefit programs and approve changes subject,
where
appropriate, to stockholder or Board
approval.
|
(n)
|
Obtain
advice, assistance, reports or opinions from internal or external
legal,
accounting or other advisors, including consulting firms, to assist
in the
evaluation of director, CEO or senior executive compensation.
|
(o)
|
Form
and delegate authority to subcommittees, or delegate authority to
members,
when appropriate, provided that such subcommittees will be composed
exclusively of members of this Committee and will operate pursuant
to a
written charter.
|
(p)
|
Review
and re-examine this Charter at least annually and make recommendations
to
the Board with respect to any proposed
changes.
|
(q)
|
Annually
report to the full Board regarding its own performance against the
responsibilities outlined in this Charter and as otherwise established
by
the Board.
|
(r)
|
Retain
and terminate any consulting firm used to assist in the evaluation
of
director, CEO or senior executive compensation, and approve the consulting
firm's fees and other retention
terms.
|
(s)
|
Such
other duties and responsibilities as may be assigned to the Committee,
from time to time, by the Board or the Chairman, or as designated
in
compensation plan documents.
|
4. |
MEETING
AND MINUTES
|
(a)
|
The
Committee will meet at least twice annually and will also meet, as
required, in response to the needs of the Board and as necessary
to
fulfill their responsibilities.
|
(b)
|
The
Committee will maintain written minutes of its meetings, which minutes
will be filed with the minutes of the meetings of the
Board.
|
Internet
www.proxyvoting.com/SPCH
Use
the Internet to vote your proxy.
Have
your proxy card in hand
when
you access the web site.
|
|
OR
|
|
Telephone
1-888-426-7035
Use
any touch-tone telephone to vote your proxy. Have your proxy
card in hand
when you call.
|
|
OR
|
|
Mail
Mark,
sign and date your proxy card and return it in the enclosed
postage-paid
envelope
|
1. |
ELECTION
OF DIRECTORS
|
2. |
RATIFICATION
OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
|
3. |
OTHER
BUSINESS
|