Executive Compensation

Message from Steve Hooper, Board Chair

Members,

At the time I write this, we are in a critical period for REI. The impact of the novel coronavirus on the economy and consumer environment is significant. These are uncertain times and we have taken steps to balance the welfare of employees with the survival of the co-op. I encourage you to read this post by Eric Artz, President & CEO, to learn more. As it relates to executive compensation, we have taken the following actions, effective April 2020:

Eric Artz, President & CEO, will forfeit 100% of his base salary for six months and all of his incentive eligibility for 2020,

All of REI’s board of directors will forfeit their fees for six months,

All senior leadership team members (vice presidents and above) will take a 20% pay reduction for six months and will forfeit all incentive eligibility for 2020.

True to our established practice, we are providing our Compensation Discussion & Analysis (CD&A) for your review. As you read this, please keep in mind these details are specific to 2019 and the co-op’s strong financial performance and do not reflect the actions being taken now.

2019 Executive Compensation

As owners of REI, you are entitled to expect a high degree of openness from management about the co-op’s business practices. One way we do that is by disclosing the compensation of our most highly paid leaders. We have a “pay for performance” philosophy and REI’s compensation programs are structured accordingly. REI continues to compare our compensation elements (base pay, annual and long-term incentive pay, and retirement contributions) to those offered by peer companies in the outdoor industry and in specialty retail. Except for long-term incentive pay, which is set slightly below the market median, all elements of executive compensation are set at the median of the market. For fiscal 2019, this resulted in executive total target compensation generally falling between the 25th and 50th percentile of the market. The Board also considers other factors when determining pay: co-op culture and values, internal equity, co-op performance and individual performance.

Having a competitive compensation program is essential to attracting and retaining outstanding leaders who guide the long-term health of the co-op. REI differs from many peer companies because as a co-op REI cannot provide stock options, performance shares, or other equity offerings typical of public companies. The REI board must factor in this significant difference when constructing an effective compensation program.

Our business results and our high employee engagement speak to the quality of REI’s leaders and their ability to foster a strong culture that produces positive, long-term results.

We encourage our members to read the 2020 CD&A for additional detail on our pay programs.

Thank you and take care,

Steve Hooper

REI Board Chair

About Executive Compensation at REI

REI's executive compensation is overseen by the board of directors through the oversight of the Compensation Committee, guided by their charter and REI’s executive compensation philosophy. The Compensation Committee engages an independent compensation consultant to challenge, confirm and advise on compensation issues.

REI’s board of directors has annually published information on the total compensation of REI's President and CEO, Executive Vice Presidents, and other Named Executive Officers. In fiscal 2019, the disclosure includes the following Named Executive Officers (NEOs): President & CEO, CFO, and the three most highly compensated executive officers. In addition, a compensation discussion and analysis (CD&A) narrative is included to provide a better understanding of the philosophy and programs governing executive compensation at REI. The summary compensation table and narrative provides compensation data for the years 2017, 2018 and 2019. This information is updated annually.

Board of Directors Compensation at REI

The Compensation Committee of the board is charged with responsibility for developing the recommendation for director compensation on a bi-annual basis. The Compensation Committee’s independent consultant provides market information on pay levels and prevailing practices among companies of similar size, scope and complexity, including companies in the retail industry and the outdoor industry.

Director compensation should be adequate to attract highly qualified individuals who are co-op members and who possess the business acumen, leadership experience and character attributes to successfully guide the co-op for the long term. At the same time, director compensation needs to reflect the special nature of the co-op and REI’s enduring values, which include service to members and the co-op. In that context, the board's compensation is set below the median for comparable companies. Currently, REI’s board compensation is below the 25th percentile for comparable companies.

The chair of the board and the chairs of our three standing committees (Audit & Finance, Compensation, and Nominating & Governance) receive additional compensation in recognition of the additional work and responsibilities associated with those leadership roles. Below is a chart showing current board compensation.