Item 2.02. Results of Operations and Financial Condition.





The information included in Item 5.02 of this Current Report on Form 8-K
regarding adjusted operating income and total sales growth, and the general
financial and operating performance and liquidity, of At Home Group Inc. (the
"Company") for the fiscal year ending January 30, 2021 ("fiscal 2021") is hereby
incorporated by reference into this Item 2.02 to the extent required.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Fiscal 2021 Management Bonus Plan


As detailed in the Current Report on Form 8-K filed by the Company on June 19,
2020, the Compensation Committee (the "Compensation Committee") of the Board of
Directors (the "Board") of the Company determined in June 2020 to replace the
management bonus plan for fiscal 2021, including for the Company's named
executive officers, with a discretionary bonus plan due to the significant
impact of the COVID-19 pandemic on the Company's business during the spring of
2020, including temporary store closures. The fiscal 2021 management bonus plan
had been developed before the COVID-19 pandemic began to significantly impact
the U.S. economy and the Company's operations. Under the discretionary bonus
plan, management bonuses were intended to be based on the overall performance of
the Company as well as qualitative and operational measures for the first two
quarters of fiscal 2021, with additional quantitative considerations for the
last two quarters of fiscal 2021. Such performance factors generally were tied
to the operational, financial and strategic plans for the remainder of fiscal
2021.



In August 2020, following the reopening of Company stores and overall improved
performance, the Compensation Committee determined to reinstate the fiscal 2021
management bonus plan in the same form as in the normal course, prior to the
pandemic. Specifically, the fiscal 2021 management bonus plan introduced two new
performance metrics, equally weighted: adjusted operating income and total sales
growth. These new metrics, established by the Compensation Committee in early
2020, reflected feedback received during a significant stockholder engagement
effort in the fall of 2019 that was led by the Company's independent Lead
Director and chairman of the Compensation Committee. Upon the reinstatement of
the original fiscal 2021 management bonus plan, the Compensation Committee also
determined that the performance levels for each metric would be based on the
Company's original Board-approved budget for fiscal 2021.



The fiscal 2021 management bonus plan provides for a bonus equal to each
officer's bonus target (as a percentage of base salary, in dollars) multiplied
by an earned bonus factor based on the achievement of the performance metrics
described above. The bonus target for each named executive officer (as a
percentage of base salary) was not changed for fiscal 2021. The base salary
utilized for the fiscal 2021 bonus determinations for all participants,
including the named executive officers, is based on the wages that would have
been paid to such persons during fiscal 2021 excluding the impact of any salary
reduction or furlough. The Compensation Committee determined it was prudent to
avoid twice penalizing bonus participants for the prudent expense and cash
management determinations made earlier in fiscal 2021, particularly due to the
Company's strong financial and operating performance for fiscal 2021 and the
Company's current liquidity.



On January 26, 2021, the Compensation Committee determined that each of actual
adjusted operating income and total sales growth of the Company for fiscal 2021
was anticipated to be well in excess of achieving the maximum bonus factor of
200% for such metric (and a 200% bonus factor in aggregate). No adjustments were
made to the performance metrics for purposes of final bonus determinations.
Therefore, the Compensation Committee approved the fiscal 2021 performance bonus
payments to the named executive officers in the amounts set forth below, to

be
paid in March 2021:



Name and Principal Position                                              Fiscal 2021 Bonus Payment ($)

Lewis L. Bird III, Chairman and Chief Executive Officer                                       2,388,462
Jeffrey R. Knudson, Chief Financial Officer                                                     714,808
Peter S.G. Corsa, Chief Operating Officer and President                                         900,308
Chad C. Stauffer, Chief Merchandising Officer                                                   767,308
Ashley F. Sheetz, Chief Marketing Officer                                  

                    654,231




                                        2

Supplemental Payment to Chief Executive Officer





As previously disclosed, the Company's Chief Executive Officer, Lewis L. Bird
III, elected to forgo 100% of his base salary for three months in fiscal 2021
during the time period when the Company's home office employees either were
furloughed or received reduced salaries. On January 26, 2021, the Compensation
Committee determined that a 100% salary reduction for Mr. Bird for such period
was unnecessary in light of the Company's fiscal 2021 performance and liquidity,
and approved a supplemental payment of $125,000 to Mr. Bird, to be paid
simultaneously with the bonus amounts above. Such payment was intended to adjust
his aggregate cash compensation to effectively reflect a 50% reduction in his
base salary during the three-month reduction period and more closely align his
base salary reduction with the three-month salary reduction of 30% taken by the
Company's other named executive officers.



                                        3

© Edgar Online, source Glimpses