Five Below Appoints Former Ulta Beauty CFO Scott Settersten to Board of Directors

Executive Summary

On September 23, 2026, Five Below, Inc. filed a Form 8-K under Items 5.02, 7.01, and 9.01 reporting the election of Scott Settersten to its Board of Directors, effective September 21, 2026. In connection with his appointment, the Board expanded its membership from nine to ten directors.

Key Appointment Details

• Role & Committee Assignment: Mr. Settersten has been appointed as an independent director and will serve as a member of the Board's Audit Committee. His term runs until the 2027 annual meeting of shareholders, at which time he is expected to stand for reelection.
• Independence: The Board affirmatively determined that Mr. Settersten meets the independence requirements established by the SEC and Nasdaq listing standards.
• Equity Compensation: In accordance with the Company’s Compensation Policy for Non-Employee Directors, Mr. Settersten was awarded an initial equity grant of 545 restricted stock units (RSUs), scheduled to vest at the Company's 2027 annual meeting of shareholders, conditioned upon continued service.
• Indemnification Agreement: The Company executed its standard director indemnification agreement with Mr. Settersten.

Professional Background

Mr. Settersten brings substantial retail finance and governance expertise to Five Below:

• Served as Chief Financial Officer of Ulta Beauty from 2012 until his retirement in March 2024.
• Spent 15 years at PricewaterhouseCoopers LLP as a CPA in assurance and risk management practices.
• Served on the Board of Directors and Audit Committee of Kimball International from July 2020 through June 2023.

Impact Analysis

• Trading Significance: Low. This filing reflects routine corporate governance expansion and the onboarding of an independent board member with a standard director equity award.
• Strategic Value: The addition of a seasoned retail CFO to the Audit Committee bolsters Five Below’s financial oversight and operational scaling capabilities as the company expands its retail footprint.