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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Mar. 04, 2023
Feb. 26, 2022
Feb. 27, 2021
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE
The following table reports the compensation of our Principle Executive Officer (“PEO” or “CEO”) and the average compensation of the other non-CEO NEOs as reported in the Summary Compensation Table for the past three fiscal years, as well as Compensation Actually Paid (“CAP”) as calculated under new SEC Pay-Versus-Performance disclosure requirements, and certain performance measures required by the rules. The disclosure covers our three most recent fiscal years, which will expand incrementally over the next two years to a rolling five years. Dollar amounts reported as CAP are computed in accordance with Item 402(v) of Regulation S-K, and the Board believes that it is important to recognize that these amounts do not reflect the actual amount of compensation earned by or paid to our CEO and non-CEO NEOs during the applicable years.
Fiscal
Year
Summary
Compensation
Table Total for
Heyward
Donigan
(1)
($)
Summary
Compensation
Table Total for
Elizabeth
Burr
(1)
($)
Compensation
Actually Paid
to Heyward
Donigan
(2)
($)
Compensation
Actually Paid
to Elizabeth
Burr
(2)
($)
Average
Summary
Compensation
Table Total for
Non-PEO
Named
Executive
Officers
(1)
($)
Average
Compensation
Actually Paid
to Non-PEOs
Named
Executive
Officers
(3)
($)
Value of initial fixed $100
investment based on:
Net
Income
(5)
($)
Adjusted
EBITDA
(6)
($)
Total
Shareholder
Return
($)
Peer Group
Total
Shareholder
Return
(4)
($)
2023
8,767,811 858,459 (1,877,638) 858,459 1,889,206 638,346 28.63 139.14 (749,936) 429,180
2022
9,911,507 (1,881,568) 3,082,219 1,048,263 68.28 140.98 (538,478) 505,905
2021
9,571,087 12,857,774 2,878,770 2,782,908 143.76 113.59 (100,070) 437,665
(1)
Our CEO for fiscal year 2023 was Ms. Donigan until her departure from the Company on January 7, 2023, with Ms. Burr acting as interim CEO for the remainder of the 2023 fiscal year, and for each of fiscal years 2021 and 2022 our CEO was Ms. Donigan. Our non-CEO NEOs for fiscal year 2023 were Messrs. Schroeder, Mennen, Gilbert and Persaud; for fiscal year 2022, Messrs. Schroeder, Gilbert, Peters and Ms. Konrad; and for fiscal year 2021, Messrs. Schroeder, Peters, Mennen, Robson and Ms. Konrad.
(2)
The amounts in the following table represent each of the amounts deducted and added to the equity award values for each PEO for the applicable year, for purposes of computing the CAP amount:
FY21
FY22
FY23
Adjustments
Heyward
Donigan
($)
Elizabeth
Burr
($)
Heyward
Donigan
($)
Elizabeth
Burr
($)
Heyward
Donigan
($)
Elizabeth
Burr
($)
Deduction for amounts reported under the
“Stock Awards” and “Option Awards”
columns in the Summary Compensation
Table for covered fiscal year
(7,389,087) (6,547,427) (7,106,993) (159,997)
Increase for fair value as of the end of the
covered fiscal year of all awards granted
during year that remain unvested as of
year end
7,122,106 4,233,268 0 0
Increase for awards that are granted and
vest in the same year, the fair value as of
the vesting date
0 0 997,271 159,997
Increase/deduction for change in fair
value from prior year-end to current
year-end of awards granted in any prior
fiscal year that are unvested as of the end
of the covered fiscal year
3,312,904 (8,135,158) 0 0
Increase/deduction for change in fair
value from prior year-end to vesting date
of awards granted in any prior fiscal year
that vested during the covered fiscal year
240,764 (1,343,759) (1,324,518) 0
Deduction of fair value of awards granted
in any prior fiscal year that were forfeited
during the covered fiscal year
0 0 (3,211,209) 0
Increase based on dividends or other earnings paid during the covered fiscal year prior to the vesting date of award 0 0 0 0
Increase based on incremental fair value
of awards modified during year
0 0 0 0
Total Adjustments 3,286,687 (11,793,075) (10,645,449) 0
(Subject to rounding.)
(3)
The following table represents each of the amounts deducted and added to the equity award values for the non-CEO NEOs for the applicable year for purposes of computing the CAP amount.
FY21
FY22
FY23
Adjustments
Average non-
PEO NEOs
Average non-
PEO NEOs
Average non-
PEO NEOs
Deduction for amounts reported under the “Stock Awards” and
“Option Awards” columns in the Summary Compensation
Table for covered fiscal year
(1,776,460) (1,571,617) (1,220,417)
Increase for fair value as of the end of the covered fiscal year
of all awards granted during year that remain unvested as of
year end
1,418,482 982,441 479,787
Increase for awards that are granted and vest in the same year, the fair value as of the vesting date 0 0 0
Increase/deduction for change in fair value from prior year-end
to current year-end of awards granted in any prior fiscal year
that are unvested as of the end of the covered fiscal year
214,003 (1,231,819) (455,907)
Increase/deduction for change in fair value from prior year-end
to vesting date of awards granted in any prior fiscal year that
vested during the covered fiscal year
117,159 (212,962) (54,322)
Deduction of fair value of awards granted in any prior fiscal year that were forfeited during the covered fiscal year (66,920) 0 0
Increase based on dividends or other earnings paid during the
covered fiscal year prior to the vesting date of award
0 0 0
Increase based on incremental fair value of awards modified during year 0 0 0
Total Adjustments (93,735) (2,033,956) (1,250,860)
(Subject to rounding.)
(4)
As permitted by SEC rules, the peer group referenced is the Russell 3000 Consumer Staples Industry used for purposes of Item 201(e) of Regulation S-K. Please see Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and issuer Purchases of Equity Securities” included on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for further discussion of the peer group.
(5)
The dollar amounts reported represent the amount of net income reflected in the Company’s audited consolidated financial statements for the applicable year.
(6)
See “Compensation Discussion and Analysis—Annual Incentive Awards” for a description of Adjusted EBITDA. Please also see Appendix A for a reconciliation of our Adjusted EBITDA, which is a non-GAAP measure, to net income under GAAP.
   
Company Selected Measure Name Adjusted EBITDA    
Named Executive Officers, Footnote
(1)
Our CEO for fiscal year 2023 was Ms. Donigan until her departure from the Company on January 7, 2023, with Ms. Burr acting as interim CEO for the remainder of the 2023 fiscal year, and for each of fiscal years 2021 and 2022 our CEO was Ms. Donigan. Our non-CEO NEOs for fiscal year 2023 were Messrs. Schroeder, Mennen, Gilbert and Persaud; for fiscal year 2022, Messrs. Schroeder, Gilbert, Peters and Ms. Konrad; and for fiscal year 2021, Messrs. Schroeder, Peters, Mennen, Robson and Ms. Konrad.
   
Peer Group Issuers, Footnote
(4)
As permitted by SEC rules, the peer group referenced is the Russell 3000 Consumer Staples Industry used for purposes of Item 201(e) of Regulation S-K. Please see Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and issuer Purchases of Equity Securities” included on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for further discussion of the peer group.
   
Adjustment To PEO Compensation, Footnote
(2)
The amounts in the following table represent each of the amounts deducted and added to the equity award values for each PEO for the applicable year, for purposes of computing the CAP amount:
FY21
FY22
FY23
Adjustments
Heyward
Donigan
($)
Elizabeth
Burr
($)
Heyward
Donigan
($)
Elizabeth
Burr
($)
Heyward
Donigan
($)
Elizabeth
Burr
($)
Deduction for amounts reported under the
“Stock Awards” and “Option Awards”
columns in the Summary Compensation
Table for covered fiscal year
(7,389,087) (6,547,427) (7,106,993) (159,997)
Increase for fair value as of the end of the
covered fiscal year of all awards granted
during year that remain unvested as of
year end
7,122,106 4,233,268 0 0
Increase for awards that are granted and
vest in the same year, the fair value as of
the vesting date
0 0 997,271 159,997
Increase/deduction for change in fair
value from prior year-end to current
year-end of awards granted in any prior
fiscal year that are unvested as of the end
of the covered fiscal year
3,312,904 (8,135,158) 0 0
Increase/deduction for change in fair
value from prior year-end to vesting date
of awards granted in any prior fiscal year
that vested during the covered fiscal year
240,764 (1,343,759) (1,324,518) 0
Deduction of fair value of awards granted
in any prior fiscal year that were forfeited
during the covered fiscal year
0 0 (3,211,209) 0
Increase based on dividends or other earnings paid during the covered fiscal year prior to the vesting date of award 0 0 0 0
Increase based on incremental fair value
of awards modified during year
0 0 0 0
Total Adjustments 3,286,687 (11,793,075) (10,645,449) 0
   
Non-PEO NEO Average Total Compensation Amount $ 1,889,206,000 $ 3,082,219,000 $ 2,878,770,000
Non-PEO NEO Average Compensation Actually Paid Amount $ 638,346,000 1,048,263,000 2,782,908,000
Adjustment to Non-PEO NEO Compensation Footnote
(3)
The following table represents each of the amounts deducted and added to the equity award values for the non-CEO NEOs for the applicable year for purposes of computing the CAP amount.
FY21
FY22
FY23
Adjustments
Average non-
PEO NEOs
Average non-
PEO NEOs
Average non-
PEO NEOs
Deduction for amounts reported under the “Stock Awards” and
“Option Awards” columns in the Summary Compensation
Table for covered fiscal year
(1,776,460) (1,571,617) (1,220,417)
Increase for fair value as of the end of the covered fiscal year
of all awards granted during year that remain unvested as of
year end
1,418,482 982,441 479,787
Increase for awards that are granted and vest in the same year, the fair value as of the vesting date 0 0 0
Increase/deduction for change in fair value from prior year-end
to current year-end of awards granted in any prior fiscal year
that are unvested as of the end of the covered fiscal year
214,003 (1,231,819) (455,907)
Increase/deduction for change in fair value from prior year-end
to vesting date of awards granted in any prior fiscal year that
vested during the covered fiscal year
117,159 (212,962) (54,322)
Deduction of fair value of awards granted in any prior fiscal year that were forfeited during the covered fiscal year (66,920) 0 0
Increase based on dividends or other earnings paid during the
covered fiscal year prior to the vesting date of award
0 0 0
Increase based on incremental fair value of awards modified during year 0 0 0
Total Adjustments (93,735) (2,033,956) (1,250,860)
   
Compensation Actually Paid vs. Total Shareholder Return
CAP to Cumulative TSR of the Company and Cumulative TSR of the Peer Group
The following graph describes the relationship between (a) CAP for the applicable CEO and the average CAP for the non-CEO NEOs to (b) the Company’s cumulative total shareholder return (TSR), value of initial fixed $100 investment, for the three most recently completed fiscal years and (c) the cumulative total shareholder return for our peer group across the same period:
Compensation Actually Paid vs. Company TSR
vs. Peer Group TSR
[MISSING IMAGE: lc_paidvscompanytsr-pn.jpg]
   
Compensation Actually Paid vs. Net Income
CAP and Net Income
The following graph describes the relationship between (a) CAP for the applicable CEO and the average CAP for the non-CEO NEOs to (b) the Company’s Net Income for the three most recently completed fiscal years:
Compensation Actually Paid vs. Net Income
[MISSING IMAGE: lc_paidvsnetincome-pn.jpg]
   
Compensation Actually Paid vs. Company Selected Measure
CAP and Adjusted EBITDA
The following graph describes the relationship between (a) CAP for the applicable CEO and the average CAP for the non-CEO NEOs to (b) the Company’s company-selected measure, Adjusted EBITDA, for the three most recently completed fiscal years:
Compensation Actually Paid vs. Adj. EBITDA
[MISSING IMAGE: lc_paidvsadjebitda-pn.jpg]
   
Tabular List, Table
Tabular List of Important Financial Performance Measures
The most important financial performance measures used by the Committee for the most recently completed fiscal year to link compensation actually paid to our named executive officers to the Company’s performance are shown in the table below. For further information regarding these performance metrics and their function in our executive compensation program, see Compensation, Discussion and Analysis under the headings “2023 Fiscal Year Key Business Highlights,” “Annual Incentive Awards” and “Performance Awards.”
Most Important Performance Measures
Adjusted EBITDA
Operating Cash Flow
30-day equivalent scripts excluding controllable
Front-End Revenue excluding tobacco
Elixir Membership (excluding Elixir Insurance)
   
Total Shareholder Return Amount $ 28.63 68.28 143.76
Peer Group Total Shareholder Return Amount 139.14 140.98 113.59
Net Income (Loss) $ (749,936,000) $ (538,478,000) $ (100,070,000)
Company Selected Measure Amount 429,180,000 505,905,000 437,665,000
PEO Name Ms. Burr    
Measure:: 1      
Pay vs Performance Disclosure      
Name Adjusted EBITDA    
Non-GAAP Measure Description
(6)
See “Compensation Discussion and Analysis—Annual Incentive Awards” for a description of Adjusted EBITDA. Please also see Appendix A for a reconciliation of our Adjusted EBITDA, which is a non-GAAP measure, to net income under GAAP.
   
Measure:: 2      
Pay vs Performance Disclosure      
Name Operating Cash Flow    
Measure:: 3      
Pay vs Performance Disclosure      
Name equivalent scripts excluding controllable    
Measure:: 4      
Pay vs Performance Disclosure      
Name Front-End Revenue excluding tobacco    
Measure:: 5      
Pay vs Performance Disclosure      
Name Elixir Membership (excluding Elixir Insurance)    
Heyward Donigan [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount $ 8,767,811,000 $ 9,911,507,000 $ 9,571,087,000
PEO Actually Paid Compensation Amount (1,877,638,000) (1,881,568,000) 12,857,774,000
Adjustment to Compensation, Amount (10,645,449,000) (11,793,075,000) 3,286,687,000
Heyward Donigan [Member] | Deduction for amounts reported under the “Stock Awards” and “Option Awards”      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (7,106,993,000) (6,547,427,000) (7,389,087,000)
Heyward Donigan [Member] | Increase for fair value as of the end of the covered fiscal year of all awards granted during year that remain unvested as of year end      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 4,233,268,000 7,122,106,000
Heyward Donigan [Member] | Increase for awards that are granted and vest in the same year, the fair value as of the vesting date      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 997,271,000 0 0
Heyward Donigan [Member] | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted in any prior fiscal year that are unvested as of the end of the covered fiscal year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 (8,135,158,000) 3,312,904,000
Heyward Donigan [Member] | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted in any prior fiscal year that vested during the covered fiscal year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,324,518,000) (1,343,759,000) 240,764,000
Heyward Donigan [Member] | Deduction of fair value of awards granted in any prior fiscal year that were forfeited during the covered fiscal year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (3,211,209,000) 0 0
Heyward Donigan [Member] | Increase based on dividends or other earnings paid during the covered fiscal year prior to the vesting date of award      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Heyward Donigan [Member] | Increase based on incremental fair value of awards modified during year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Elizabeth Burr [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount 858,459,000    
PEO Actually Paid Compensation Amount 858,459,000    
Adjustment to Compensation, Amount 0    
Elizabeth Burr [Member] | Deduction for amounts reported under the “Stock Awards” and “Option Awards”      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (159,997,000)    
Elizabeth Burr [Member] | Increase for fair value as of the end of the covered fiscal year of all awards granted during year that remain unvested as of year end      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
Elizabeth Burr [Member] | Increase for awards that are granted and vest in the same year, the fair value as of the vesting date      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 159,997,000    
Elizabeth Burr [Member] | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted in any prior fiscal year that are unvested as of the end of the covered fiscal year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
Elizabeth Burr [Member] | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted in any prior fiscal year that vested during the covered fiscal year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
Elizabeth Burr [Member] | Deduction of fair value of awards granted in any prior fiscal year that were forfeited during the covered fiscal year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
Elizabeth Burr [Member] | Increase based on dividends or other earnings paid during the covered fiscal year prior to the vesting date of award      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
Elizabeth Burr [Member] | Increase based on incremental fair value of awards modified during year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
Non-PEO NEO      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,250,860,000) (2,033,956,000) (93,735,000)
Non-PEO NEO | Deduction for amounts reported under the “Stock Awards” and “Option Awards”      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,220,417,000) (1,571,617,000) (1,776,460,000)
Non-PEO NEO | Increase for fair value as of the end of the covered fiscal year of all awards granted during year that remain unvested as of year end      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 479,787,000 982,441,000 1,418,482,000
Non-PEO NEO | Increase for awards that are granted and vest in the same year, the fair value as of the vesting date      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted in any prior fiscal year that are unvested as of the end of the covered fiscal year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (455,907,000) (1,231,819,000) 214,003,000
Non-PEO NEO | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted in any prior fiscal year that vested during the covered fiscal year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (54,322,000) (212,962,000) 117,159,000
Non-PEO NEO | Deduction of fair value of awards granted in any prior fiscal year that were forfeited during the covered fiscal year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 (66,920,000)
Non-PEO NEO | Increase based on incremental fair value of awards modified during year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ 0