DEF 14A of Urban Outfitters Inc, Apr 3, 2023

DEF 14A of Urban Outfitters Inc

Filed Apr 3, 2023 · FY20230000950170-23-011600

Open on EDGAR

  1. PROPOSAL 1. ELECTION OF DIRECTORS

    PROPOSAL 1. ELECTION OF DIRECTORS The Company’s Amended and Restated By-laws (the “By-laws”) provide for the Board of Directors to be composed of as many directors as are designated from time to time by the Board of Directors. Currently, there are ten directors, all of whom are standing for re-election. Each director elected shall serve for a term of one year and until a successor is elected and qualified. Unless otherwise directed, the persons named on the proxy intend to vote all valid proxies received by them “FOR” the election of the listed nominees. In the event any of the nominees shall be unable or unwilling to serve as a director, the persons named on the proxy intend to vote “FOR” the election of any person as may be nominated by the Board of Directors in substitution. The Company has no reason to believe that any of the nominees named below will be unable or unwilling to serve as a director if elected. A nominee for election as a director must receive a majority of the votes cast to be elected. A majority of the votes cast means that the number of the votes cast “for” a nominee must exceed the number of votes cast “against” that nominee. Each shareholder is entitled to only one vote per share in the election of directors and each director nominee is voted upon separately. If an incumbent director who is a candidate for re-election is not elected, the director will be deemed to have tendered his or her resignation to the Board of Directors. The Nominating and Governance Committee of the Board of Directors (the “Nominating Committee”) will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken, and the Board of Directors will be required to act on the Nominating Committee’s recommendation and disclose its decision and the rationale for the decision. The nominees for re-election to the Board of Directors are Edward N. Antoian, Kelly Campbell, Harry S. Cherken, Jr., Mary C. Egan, Margaret A. Hayne, Richard A. Hayne, Amin N. Maredia, Wesley S. McDonald, Todd R. Morgenfeld and John C. Mulliken. The Board of Directors has determined that eight of the nominees, Messrs. Edward N. Antoian, Harry S. Cherken, Jr., Amin N. Maredia, Wesley S. McDonald, Todd R. Morgenfeld, John C. Mulliken, Ms. Kelly Campbell and Ms. Mary C. Egan, are independent under the listing standards of the NASDAQ Global Select Market (“NASDAQ”). The Board of Directors believes that all of its directors possess personal and professional integrity, good judgment, a high level of ability and business acumen, and have performed exceptionally well in their respective time served as directors.

  2. PROPOSAL 1. ELECTION OF DIRECTORS

    | EDWARD N. ANTOIAN | Director Since 2011 |

  3. PROPOSAL 1. ELECTION OF DIRECTORS

    Mr. Antoian, 67, is a partner of and Founder of Zeke Capital Advisors, a financial advisory firm. From 1997 until March 2019, Mr. Antoian was a partner and Senior Portfolio Manager at Chartwell Investment Partners. Prior to that, Mr. Antoian worked at Delaware Management Co. as a Senior Portfolio Manager and at E.F. Hutton in Institutional Sales and as a certified public accountant for Price Waterhouse. Mr. Antoian holds an MBA in Finance and has financial and investment experience as a result of his experience as a CFA, CPA, financial advisor and portfolio manager. Mr. Antoian serves as a director of a not-for-profit entity and two private companies. As an independent director, Mr. Antoian brings his in-depth understanding of, and expertise in, finance and accounting to the Board of Directors.

  4. PROPOSAL 1. ELECTION OF DIRECTORS

    | KELLY CAMPBELL | Director Since 2021 |

  5. PROPOSAL 1. ELECTION OF DIRECTORS

    Ms. Campbell, 45, has served as President of Peacock, NBCUniversal’s streaming service, since November 1, 2021. Prior to joining Peacock, Ms. Campbell served as President of Hulu from February 2020 to October 2021 and as Chief Marketing Officer of Hulu from August 2017 to February 2020. From 2005 to 2017, Ms. Campbell held a variety of roles at Google across the Google Ads and Google Cloud businesses. Ms. Campbell brings a wealth of knowledge and experience about marketing and subscription businesses to the Board of Directors.

  6. PROPOSAL 1. ELECTION OF DIRECTORS

    | HARRY S. CHERKEN, JR. | Director Since 1989 |

  7. PROPOSAL 1. ELECTION OF DIRECTORS

    Mr. Cherken, 73, retired from the law firm of Faegre Drinker Biddle & Reath LLP in Philadelphia, Pennsylvania on December 31, 2022. Mr. Cherken was a partner of that firm from November 1984 to January 2020 and Senior Counsel from January 2020 to December 2022. Mr. Cherken also formerly served as managing partner of the firm and as either Chair or Co-Chair of its Real Estate Group for 18 years. As a real estate lawyer for over 45 years representing public and private companies in the acquisition, construction, development, financing, leasing, management, consolidation and disposition of commercial real estate, he has extensive experience with various types of real estate transactions and retail leases, including negotiating real estate transactions and leases on behalf of the Company nearly from its inception. He also holds a Masters in Liberal Arts degree and serves as a trustee of various not-for-profit entities and academic institutions. In 2021, Mr. Cherken was appointed Honorary Consul for Philadelphia of the Republic of Armenia.

  8. PROPOSAL 1. ELECTION OF DIRECTORS

    | MARY C. EGAN | Director Since 2022 |

  9. PROPOSAL 1. ELECTION OF DIRECTORS

    Ms. Egan, 55, has been serving as an independent strategy consultant to high growth private equity and venture-capital backed consumer companies since 2018, currently as principal of Egan Advisory Group. In 2013, Ms. Egan founded Gatheredtable, a consumer software as a service company offering customized meal planning, and served as its Chief Executive Officer until Gatheredtable was sold to a strategic buyer in 2018. From 2010 to 2012, Ms. Egan served as head of global strategy and corporate development for Starbucks Corporation and in 2012 led Starbucks’ food category in the Americas. From 1996 to 2010, Ms. Egan was a management consultant and Managing Director at The Boston Consulting Group, where she partnered with several leading consumer and retail brands to develop and successfully implement aggressive growth strategies. Ms. Egan currently serves on the board of directors of Noodles & Company (NASDAQ: NDLS) and previously served on the board of American Campus Communities, Inc. (formerly NYSE: ACC) from September 2018 to August 2022. Ms. Egan also served on the board of Savers (Value Village), a private company, from 2019 to 2021. Ms. Egan’s decades of experience partnering with management teams to develop and implement consumer-centric strategies for high growth omnichannel consumer brands, as well as working extensively with founders and entrepreneurs, gives her a unique set of skills to contribute to the Board of Directors.

  10. PROPOSAL 1. ELECTION OF DIRECTORS

    | MARGARET A. HAYNE | Director Since 2013 |

  11. PROPOSAL 1. ELECTION OF DIRECTORS

    Ms. Hayne, 64, joined the Company in August 1982. She is an over 40-year veteran of the retail and wholesale industry. She has served as Co-President of the Company since October 2020 and as Chief Creative Officer of Urban Outfitters, Inc. since November 2013. Ms. Hayne previously served as Chief Executive Officer of Free People from August 2015 until October 2020 and President of Free People from March 2007 until August 2016. Richard A. Hayne, the Company’s current Chairman and Chief Executive Officer, is Ms. Hayne’s spouse. Azeez Hayne, Chief Administrative Officer of the Company, is Ms. Hayne’s nephew. As an employee of the Company for over 40 years and a director since 2013, Ms. Hayne brings a wealth of both Company-specific and industry-wide knowledge and experience to the Board of Directors.

  12. PROPOSAL 1. ELECTION OF DIRECTORS

    | RICHARD A. HAYNE | Director Since 1976 |

  13. PROPOSAL 1. ELECTION OF DIRECTORS

    Mr. Hayne, 75, co-founded Urban Outfitters in 1970. He has been Chairman of the Board of Directors since the Company’s incorporation in 1976 and, until February 2016, also served as the Company’s President. Mr. Hayne served as the Company’s principal executive officer until 2007 and again beginning in January 2012. Margaret A. Hayne, Co-President and Chief Creative Officer of Urban Outfitters, Inc., is Mr. Hayne’s spouse. Azeez Hayne, Chief Administrative Officer of the Company, is Mr. Hayne’s nephew. Mr. Hayne’s long tenure leading the Company as Chairman of the Board of Directors, his tenure as principal executive officer and his exceptional leadership skills make him uniquely qualified to serve as a director.

  14. PROPOSAL 1. ELECTION OF DIRECTORS

    | AMIN N. MAREDIA | Director Since 2020 |

  15. PROPOSAL 1. ELECTION OF DIRECTORS

    Mr. Maredia, 50, is a Co-founder of, and Managing Partner at Meaningful Partners, a consumer-focused fund that invests in purpose, mission and consumer relevant businesses in the consumer sector. Prior to co-founding Meaningful Partners in 2018, Mr. Maredia served as the Chief Executive Officer of Sprouts Farmers Market, Inc (“Sprouts”), the second largest healthy grocer in the United States, beginning in 2015 and also served on the board of directors of Sprouts. Mr. Maredia also served as Chief Financial Officer of Sprouts from 2011 to 2015. Before Sprouts, Mr. Maredia served in key global strategic roles at Burger King Corporation including leading strategy, global business development and finance. Mr. Maredia has also been deeply involved in local and global community work for over two decades around health, education and economic development with various domestic and global organizations including the Aga Khan Development Network, the Sprouts Healthy Communities Foundation, Teach for America and Pratham USA. Mr. Maredia attended the Harvard Business School management program and has an undergraduate degree in Accounting from the University of Houston. Mr. Maredia’s in-depth experience in the consumer sector, including high growth omni-channel businesses, as well as his public company experience as Chief Executive Officer, Chief Financial Officer and board member brings valuable expertise to serve as a director.

  16. PROPOSAL 1. ELECTION OF DIRECTORS

    | WESLEY S. MCDONALD | Director Since 2019 |

  17. PROPOSAL 1. ELECTION OF DIRECTORS

    Mr. McDonald, 60, has been retired since 2017. Previously, he served as Chief Financial Officer of Kohl’s Corporation from 2003 to 2017. Before joining Kohl’s, Mr. McDonald served as Chief Financial Officer and Vice President of Abercrombie & Fitch Co. Earlier in his career, he held several positions of increasing responsibility at Target Corporation. Mr. McDonald currently serves on the Board of Directors of Wingstop Inc., which operates and franchises over 2,000 restaurants worldwide. Mr. McDonald’s experience as a chief financial officer and in other senior executive leadership roles working with publicly traded consumer products companies provides him with a distinctive set of qualifications and skills to serve as a director.

  18. PROPOSAL 1. ELECTION OF DIRECTORS

    | TODD R. MORGENFELD | Director Since 2019 |

  19. PROPOSAL 1. ELECTION OF DIRECTORS

    Mr. Morgenfeld, 51, is the Chief Financial Officer and Head of Business Operations of Pinterest, Inc., a position he has held since 2019. On February 1, 2023, Mr. Morgenfeld announced his plan to step down from his position at Pinterest, Inc., effective as of July 1, 2023. From 2016 to 2019, he served as Chief Financial Officer of Pinterest, Inc. Before joining Pinterest, Mr. Morgenfeld served as Vice President of Finance at Twitter from 2015 to 2016 and Treasurer and Senior Vice President of Corporate Development and Corporate Financial Analytics for Hewlett-Packard Company from 2013 to 2015. Prior to his role at Hewlett-Packard, Mr. Morgenfeld was an investment partner at Silver Lake Partners from 2004 to 2013. Mr. Morgenfeld graduated first in his class from the United States Military Academy and also holds an MBA degree from Stanford University. Mr. Morgenfeld has served as a director of a not-for-profit entity and as chairman of the board and member of the audit committee of a public company. His significant finance and consumer internet experience provides valuable expertise to the Board of Directors.

  20. PROPOSAL 1. ELECTION OF DIRECTORS

    | JOHN C. MULLIKEN | Director Since 2020 |

  21. PROPOSAL 1. ELECTION OF DIRECTORS

    Mr. Mulliken, 50, currently serves as a Senior Advisor with The Boston Consulting Group (“BCG”), a global management consulting firm where Mr. Mulliken previously served as a management consultant on topics of retail, consumer goods and technology, and a frequent advisor to high growth technology companies. Prior to re-joining BCG in 2020, Mr. Mulliken served on the executive team at Wayfair Inc. for a decade, serving as Chief Technology Officer and Senior Vice President of Strategic Initiatives. Mr. Mulliken founded and led several lifestyle brands including Joss & Main and Birch Lane. He also led the acquisition and integration of DwellStudio as well as the ground-up creation of a proprietary ad tech business and tech stack. Mr. Mulliken previously served as the Chief Integrated Product Officer at IndigoAg, an agricultural technology company. Mr. Mulliken also serves on the board at Bombas, a direct-to-consumer apparel company. Mr. Mulliken has a 25-year track record of leading innovation and growth as a technology executive and management consultant. Mr. Mulliken earned his undergraduate degree in Mathematics from Reed College and his MBA in Corporate Finance from London Business School. Mr. Mulliken’s decades of experience in ecommerce and multichannel retail as Chief Technology Officer and member of the executive team of a publicly traded company, as well as a strategy consultant and independent director, provides him valuable perspective as a director.

  22. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.

  23. CORPORATE GOVERNANCE AT URBAN OUTFITTERS

    CORPORATE GOVERNANCE AT URBAN OUTFITTERS

  24. Governance Summary & Highlights

    Governance Summary & Highlights We are committed to corporate governance practices that promote long-term value creation, transparency and accountability to our shareholders. The Company and the Board of Directors engage with shareholders in an effort to ensure that management and the Board are focused on, and responsive to, investor priorities and concerns. After extensive shareholder engagement efforts and evaluation of best practices over the past several years, the Board of Directors has adopted numerous governance changes, including: • declassifying the Board of Directors, • adopting a majority voting standard for director candidates, • appointing a lead independent director, • adopting a proxy access bylaw, and • holding annual say-on-pay votes. In addition, the Company has substantially increased the number of independent Directors on the Board of Directors and significantly diversified the Board of Directors on multiple dimensions. In recent years, the Board of Directors has added multi-channel retail, financial, technology and consumer-sector expertise to the Board of Directors. If all director nominees are elected at the Annual Meeting, female Directors will make up 30% of the Board of Directors. For the sixth consecutive year, female Directors make up more than 25% of the Board of Directors. The Company will continue to seek new skills sets for the Board of Directors and to enhance overall diversity in board recruitment efforts going forward. The matrix below provides summary information regarding the candidates for and current Board of Directors in an easy-to-read format.

  25. Governance Summary & Highlights

    | Board of Directors | | | | | | | | | | | | | Edward N. Antoian | Kelly Campbell | Harry S. Cherken, Jr. | Mary C. Egan | Margaret A. Hayne | Richard A. Hayne | Amin N. Maredia | Wesley S. McDonald | Todd R. Morgenfeld | John C. Mulliken | | Standing for Re-Election | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | | Chairman of the Board | | | | | | X | | | | | | Lead Independent Director | X | | | | | | | | | | | Committee Memberships | | | | | | | | | | | | Audit | X | | | | | | | Chair | X | | | Compensation and Leadership Development | | X | | | | | X | X | Chair | | | Nominating and Governance | | | | X | | | X | | | Chair | | Demographic & Background | | | | | | | | | | | | Independent Director (NASDAQ Criteria) | Yes | Yes | Yes | Yes | No | No | Yes | Yes | Yes | Yes | | Tenure (years) | 12 | 1 | 34 | 1 | 10 | 47 | 2 | 4 | 4 | 2 | | Age | 67 | 44 | 73 | 55 | 64 | 75 | 50 | 60 | 51 | 50 | | Gender | Male | Female | Male | Female | Female | Male | Male | Male | Male | Male |

  26. Governance Summary & Highlights

    | Board Diversity Matrix (As of April 3, 2023) | | | | | | Total Number of Directors | 10 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 6 | — | 1 | | Part II: Demographic Background | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian (other than South Asian) | — | — | — | — | | Indian/South Asian | — | 1 | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 3 | 5 | — | — | | Two or More Races or Ethnicities | — | | | | | LGBTQ+ | — | | | | | Did Not Disclose Demographic Background | 1 | | | |

  27. Governance Summary & Highlights

    Directors who Identify as Middle Eastern: 1 Directors who have Military Experience: 1 The Company’s Board Diversity Matrix for 2022 is disclosed in its Definitive Proxy Statement filed with the SEC on April 1, 2022.

  28. Board of Directors

    Board of Directors Our business is managed under the direction of our Board of Directors in accordance with the Pennsylvania Business Corporation Law of 1988 and our By-laws. Members of the Board of Directors are kept informed of our business through discussions with the Chairman of the Board of Directors (the “Chairman”), the Chief Financial Officer and other officers, by reviewing materials provided to them and by participating in regular and special meetings of the Board of Directors and its committees. In addition, to promote open discussion among our non-employee directors, those directors meet in regularly scheduled executive sessions without the participation of management or employee directors. The foundation for our corporate governance is the Board of Directors’ policy that a majority of the members of the Board of Directors should be independent. We have reviewed internally and with our Board of Directors the provisions of the Sarbanes-Oxley Act of 2002, the related rules of the U.S. Securities and Exchange Commission (the “SEC”) and current NASDAQ Marketplace Rules regarding corporate governance policies and procedures. Our corporate governance documents comply with all applicable requirements. Currently, there are ten directors, eight of whom are non-employee directors. The Board of Directors has determined that none of the eight current non-employee directors have any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each meets the objective requirement of “independence” under the NASDAQ Marketplace Rules. Therefore, the Board of Directors has determined that each of these eight directors is an “independent” director under the standards currently set forth in the NASDAQ Marketplace Rules. Neither Richard A. Hayne nor Margaret A. Hayne is independent. See also “—Audit Committee” below. The Board of Directors currently combines the role of Chairman and the role of Chief Executive Officer. Richard A. Hayne currently serves in both of these positions. The Board of Directors believes this is the most efficient and effective leadership structure for the Company at this time. Mr. Hayne is the co-founder of the Company and has been its Chairman since the Company’s incorporation in 1976, and as such, the Board of Directors believes that he is uniquely qualified through his experience and expertise to set the agenda for, and lead discussions of, strategic issues for the Company at the board level. Mr. Hayne has been instrumental in the Company’s historical success and is in large part responsible for the Company’s substantial growth since its inception. The Board of Directors believes that the Company’s corporate governance structure provides the appropriate balance between the need for consistent strategic direction and the need for objectivity and independence of the non-management directors and includes several effective oversight mechanisms. The Company’s corporate governance structure includes, but is not limited to, the following components: (i) the Board of Directors is comprised of a majority of independent directors; (ii) following most meetings of the Board of Directors, the independent directors meet in executive session without the Chairman present to review, among other things, his performance as Chief Executive Officer; and (iii) various committees of the Board of Directors composed of only independent directors perform oversight functions independent of management, such as overseeing the integrity of the Company’s financial statements, senior executive compensation (including the compensation of the Chief Executive Officer) and the selection and evaluation of directors. Accordingly, the Board of Directors believes that requiring that the Chairman be a non-management director would weaken the Company’s leadership structure without providing any added benefit beyond that already achieved by its existing governance structure. The Board of Directors retains authority to modify this structure as it deems appropriate. In order to enhance the Board of Directors’ active and objective oversight of our management, the Board of Directors annually elects one of its independent directors to serve in a lead capacity (the “Lead Director”). Edward N. Antoian has been elected by the Board of Directors to serve as the Lead Director since 2018. The duties of the Lead Director are to (i) preside at all meetings of the Board of Directors at which the Chairman is not present, including any executive sessions of the independent directors, (ii) call meetings of the independent directors, (iii) serve as the principal liaison between the Chairman and the independent directors, (iv) approve the frequency of meetings of the Board of Directors and meeting agendas and schedules, (v) be available, when appropriate and when the Chairman is not available, for consultation and direct communication with shareholders of the Company, and (vi) review the Lead Director Charter on an annual basis and recommend to the Board of Directors for approval any modifications or changes. A copy of the charter for the Lead Director is available on the Company’s corporate website, www.urbn.com. During Fiscal 2023, the Board of Directors held four meetings. Each member of the Board of Directors attended at least 75% of the total number of meetings of the Board of Directors and all committees on which he or she sits. All references in this Proxy Statement to our fiscal years refer to the fiscal years ended on January 31 in those years. For example, “Fiscal 2023” refers to the Company’s fiscal year ended January 31, 2023.

  29. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  30. FISCAL 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Edward N. Antoian | 100,000 | 149,532(1)(2)(3) | — | | | 249,532 | | Kelly Campbell | 100,000 | 149,532(1)(2)(3) | — | | | 249,532 | | Harry S. Cherken, Jr. | 100,000 | 149,532 (1)(2)(3) | — | | | 249,532 | | Mary C. Egan | 100,000 | 149,532 (1)(2)(3) | — | | | 249,532 | | Amin N. Maredia | 100,000 | 149,532 (1)(2)(3) | — | | | 249,532 | | Wesley S. McDonald | 100,000 | 149,532 (1)(2)(3) | — | | | 249,532 | | Todd R. Morgenfeld | 100,000 | 149,532 (1)(2)(3) | — | | | 249,532 | | John C. Mulliken | 100,000 | 149,532 (1)(2)(3) | — | | | 249,532 | | Margaret A. Hayne | — | 1,649,700 (5)(6) | — | 313,500 | 974,748(7) | 2,937,948 |

  31. Design of Compensation Program

    Design of Compensation Program General In furtherance of our primary objective, our compensation program is designed to provide executives market competitive pay with the ability to earn rewards for maximizing shareholder value and growing our brands, both in the short-term and the long-term. Our compensation program seeks to establish balanced performance metrics that promote disciplined progress towards longer-term goals and that correlate to the revenue and profit objectives of, and appropriate risk to, the Company. The majority of our executive officers’ total compensation is comprised of a combination of performance-based cash compensation and equity-based awards, which derive their benefit from increases in shareholder value. This furthers our core compensation principle of providing pay for both individual and Company-wide performance. These long-standing compensation policies were designed and approved by management, the Compensation Committee and/or the Board of Directors, as appropriate. In addition, at the 2022 Annual Meeting of Shareholders, our shareholders approved our executive compensation program. We have identified the first step in attaining these objectives as having superior executives in place, and as such, our compensation program’s initial purpose is to attract and retain exceptional executive leadership. This requires our compensation to be competitive in the marketplace. The other step in attaining our objectives is to reward these executives through annual performance-based compensation based on the achievement of specific operating goals that have been determined by the Compensation Committee based on recommendations by our Chairman and Chief Executive Officer. Moreover, through equity-based compensation, we attempt to align the compensation of our executives with the interests of the shareholders and motivate our executives to achieve the Company’s longer-term goals. Long-Term Versus Currently Paid Out Compensation Current compensation paid to executive officers includes base salaries, which are paid periodically throughout the fiscal year, and performance bonuses, which are awarded at the end of the fiscal year. The Company’s long-term executive compensation is generally comprised of a combination of performance stock units and restricted stock units. The Company has long believed that the characteristics of equity-based compensation, particularly the extended vesting periods and, in the case of performance stock units, performance targets conditioned on achieving Company financial growth objectives, are closely aligned with maximizing shareholder value, supporting its long-term growth strategies and aligning compensation with risk outcomes. The Company believes that equity-based compensation awards made in Fiscal 2021, Fiscal 2022 and Fiscal 2023 share these characteristics and offer the potential for meaningful compensation for superior performance measured over an extended period of time. Beginning February 1, 2013, the Company allowed certain employees, including the Company’s named executive officers, an opportunity to participate in the Urban Outfitters Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan is discussed more fully below in “Equity-Based Incentives—Nonqualified Deferred Compensation Plan.” As a matter of practice and philosophy, the Company has significantly limited the scope and value of perquisites provided to executive officers. None of the named executive officers currently participate in the Deferred Compensation Plan. The Company’s compensation structure attempts to balance the ongoing cash requirements of the named executive officers for current income with the Company’s desire to create long-term incentives that are directly tied to growth in shareholder value. There is no pre-determined allocation between current and long-term compensation; the Compensation Committee maintains flexibility in this regard. The Committee has retained an independent compensation consultant and determined both the size and allocation of executive compensation in light of market benchmarks and comparators. In addition, historically, long-term equity compensation and short-term performance-based incentive compensation have provided the majority of income that named executive officers have derived from their employment with the Company. In recognition of this, the Compensation Committee may take the performance of the Common Shares (and therefore the perceived value of them to the executive) into consideration when making compensation decisions. Different positions may yield a different balance between cash and equity compensation in light of both market trends and Company objectives. In the beginning of Fiscal 2009, citing his ownership of a substantial number of Common Shares and his confidence in the Company’s future performance, our Chairman and Chief Executive Officer, Richard A. Hayne, requested that his base salary be set at $1.00 per year, and the Compensation Committee continues to honor his request. For Fiscal 2023, Mr. Hayne remained eligible to receive a performance bonus, which was tied to revenue and profitability metrics.

  32. Operation and Process

    Operation and Process Compensation Committee The Company’s Compensation Committee, acting pursuant to its charter, sets the amount of each element of compensation for each named executive officer, as described herein and under “Corporate Governance at Urban Outfitters—Compensation Committee.” The Compensation Committee generally holds meetings at least four times a year, and compensation amounts for executive officers for the new fiscal year are generally set in the Company’s first fiscal quarter. In Fiscal 2023, there were four meetings of the Compensation Committee. The Compensation Committee is currently comprised of four members, Todd R. Morgenfeld (who is the Compensation Committee’s chairman), Kelly Campbell, Amin N. Maredia, and Wesley S. McDonald, all of whom are “independent” directors, as defined by the NASDAQ Marketplace Rules. The Compensation Committee charter is available on the Company’s corporate website at www.urbn.com. The charter is reviewed by the Compensation Committee on an annual basis and revised as warranted. Compensation Committee Consultant Korn Ferry Hay Group (“Korn Ferry”) has served as a compensation consultant to the Compensation Committee since February 2018, providing advice on executive compensation matters. The Compensation Committee and the Board of Directors have discretion to appoint and terminate the consultant, as described in the Compensation Committee’s charter. The Compensation Committee determines the scope of the consultant’s review. The compensation consultant typically provides benchmarking data for each individual executive against the Company’s designated peer group, as well as more general recommendations regarding the Company’s compensation structure. Korn Ferry sends its invoices for the compensation consultant’s services directly to the Compensation Committee, which reviews the invoices and then forwards them to the Company for payment. During Fiscal 2023, the Company paid $98,200 to Korn Ferry for services rendered. Role of Executive Officers in Establishing Compensation The Compensation Committee is solely responsible for compensation determinations and compensation policies applicable to executive officers, as well as other matters provided in the Compensation Committee charter. Neither the Company’s Chief Executive Officer nor any other executive officer makes any such determinations or sets any such policies. The Compensation Committee does consult with the Chief Executive Officer in determining compensation levels for each other named executive officer, and the Compensation Committee takes his assessment of the performance of such named executive officers into consideration when weighing the factors and setting compensation. The Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Administrative Officer and other executive officers may attend portions of certain meetings of the Compensation Committee as needed. Neither the Chief Executive Officer nor any other officer has the authority to call Compensation Committee meetings or set meeting agendas themselves, nor do they meet with the compensation consultant on an individual basis without the consent of the Compensation Committee or its chairman. The Chief Executive Officer has the primary role in making recommendations to the Compensation Committee regarding the assessment and design of programs, plans and awards. He is assisted by the Chief Operating Officer, the Chief Financial Officer, and the Chief Administrative Officer who provide him with information and input on these items.

  33. Elements of Compensation

    Elements of Compensation The Company’s compensation program is comprised of three main elements: (1) base salary, (2) performance bonus, and (3) equity-based incentives, including, performance stock units, and restricted stock units. The Board of Directors has evaluated the Company’s overall compensation policies and practices for its employees to determine whether such policies and practices create incentives that can affect the Company’s risk and management of that risk and has further assessed whether any risks arising from these policies and practices are reasonably likely to have a material adverse effect on the Company. In connection with the evaluation, the Board of Directors considered, among other factors, the distribution of risk among the Company’s brands and segments, the overall mixture of compensation elements used to incentivize employees and the Company’s use of balanced performance metrics that promote disciplined progress towards longer-term goals. Based on its evaluation, the Board of Directors has concluded that the risks arising from the Company’s overall compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

  34. Determination of Amount of Element; Relation of Elements to Primary Compensation Objectives

    Set forth in the tables below are the performance targets and the percentage of performance bonus subject to each performance objective for Fiscal 2023 for (i) the Chairman and Chief Executive Officer, (ii) the Chief Financial Officer, (iii) the Co-President and Chief Operating Officer, (iv) the Global Chief Executive Officer of Urban Outfitters Group and Free People Group, and (v) the Global Chief Executive Officer of the Anthropologie Group. As described above, for Fiscal 2023, either a portion or all of each named executive officer’s bonus was tied to achievement of Net Sales and Operating Income measure. URBN adjusted Net Sales of $4.831billion and adjusted Operating Income of $234 million were less than “Threshold” performance. As a result, bonuses tied to URBN Financial metrics were not paid. Anthropologie adjusted Net Sales of $1.988 billion were just shy of “Max” performance, and Anthropologie adjusted Operating Income of $198 million was just shy of “Target” performance. Accordingly, bonuses tied to Anthropologie Net Sales and Operating Income were paid at between Target and Max and between Threshold and Target, respectively. Free People adjusted Net Sales of $1.103 billion were just shy of Target performance, and Free People adjusted Operating Income was below Threshold. Accordingly, bonuses based on Free People Net Sales were paid between Threshold and Target levels, and bonuses based on Free People Operating Income were not paid. Urban Outfitters brand adjusted Net Sales of $1.574 billion and adjusted Operating Income of ($22.9 million) were below Threshold. As a result, bonuses based on Urban Outfitters brand performance were not paid.

  35. Determination of Amount of Element; Relation of Elements to Primary Compensation Objectives

    | Richard A. Hayne – Chairman and Chief Executive Officer | | Payout Potential as % of $1,000,000 Target Bonus | | | | Performance Metrics | Metric Weight | Threshold | Target | Maximum | | URBN Net Sales Goal | 50.00% | $4.848 billion | $4.998 billion | $5.148 billion | | URBN Net Sales Payout | 50.00% | — | 50.0% | — | | URBN Operating Income Goal | 50.00% | $335.5 million | $372.8 million | $410.1 million | | URBN Operating Income Payout | 50.00% | — | 50.0% | — |

  36. Determination of Amount of Element; Relation of Elements to Primary Compensation Objectives

    | Melanie Marein-Efron – Chief Financial Officer | | FY23 Bonus Plan Target – Max: 100% - 175.0% | | | | | | Payout Potential as % of Base Salary | | | | Performance Metrics | Metric Weight | Threshold | Target | Maximum | | URBN Net Sales Goal | 37.50% | $4.848 billion | $4.998 billion | $5.148 billion | | URBN Net Sales Payout | 37.50% | 18.75% | 37.50% | 75.00% | | URBN Operating Income Goal | 37.50 % | $335.5 million | $372.8 million | $410.1 million | | URBN Operating Income Payout | 37.50% | 18.75% | 37.50% | 75.00% | | *Personal Goals (cap at Target) | 25.00% | May be prorated below Target | 25.00% | — | | | | TOTAL: | 100.00% | 175.00% |

  37. Determination of Amount of Element; Relation of Elements to Primary Compensation Objectives

    | Tricia D. Smith – Global Chief Executive Officer, Anthropologie Group | | FY23 Bonus Plan Target – Max: 150% - 262.5% | | | | | | Payout Potential as % of Base Salary | | | | Performance Metrics | Metric Weight | Threshold | Target | Maximum | | Anthropologie Net Sales Goal | 37.50% | $1.875 billion | $1.933 billion | $1.991 billion | | Anthropologie Net Sales Goal Payout | 37.50% | 28.125% | 56.25% | 112.50% | | Anthropologie Operating Income Goal | 37.50% | $179.4 million | $199.3 million | $219.3 million | | Anthropologie Operating Income Payout | 37.50% | 28.125% | 56.25% | 112.50% | | *Personal Goals (cap at Target) | 25.00% | May be prorated below Target | 37.50% | — | | | | TOTAL: | 150.00% | 262.50% |

  38. Determination of Amount of Element; Relation of Elements to Primary Compensation Objectives

    | Sheila B. Harrington – Global Chief Executive Officer Urban Outfitters Group and Free People Group | | FY23 Bonus Plan Target - Max: 200% - 350.0% | | | | | | Payout Potential as % of Base Salary | | | | Performance Metrics | Metric Weight | Threshold | Target | Maximum | | Free People Net Sales Goal | 18.75% | $1.074 billion | $1.107 billion | $1.140 billion | | Free People Net Sales Payout | 18.75% | 18.75% | 37.50% | 75.00% | | Free People Operating Income Goal | 18.75% | $137.9 million | $153.2 million | $168.5 million | | Free People Operating Income Payout | 18.75% | 18.75% | 37.50% | 75.00% | | Urban Outfitters Net Sales Goal | 18.75% | $1.773 billion | $1.828 billion | $1.883 billion | | Urban Outfitters Net Sales Payout | 18.75% | 18.75% | 37.50% | 75.00% | | Urban Outfitters Operating Income Goal | 18.75% | $96.3 million | $107.0 million | $117.7 million | | Urban Outfitters Operating Income Payout | 18.75% | 18.75% | 37.50% | 75.00% | | *Personal Goals (cap at Target) | 25.00% | May be prorated below Target | 50.00% | — | | | | TOTAL: | 200.00% | 350.00% |

  39. Determination of Amount of Element; Relation of Elements to Primary Compensation Objectives

    | Francis J. Conforti – Co-President and Chief Operating Officer | | FY23 Bonus Plan Target – Max: 150% - 262.5% | | | | | | Payout Potential as % of Base Salary | | | | Performance Metrics | Metric Weight | Threshold | Target | Maximum | | URBN Net Sales goal | 37.50% | $4.848 billion | $4.998 billion | $5.148 billion | | URBN Net Sales payout | 37.50% | 28.125% | 56.25% | 112.50% | | URBN Operating Income goal | 37.50 % | $335.5 million | $372.8 million | $410.1 million | | URBN Operating Income payout | 37.50% | 28.125% | 56.25% | 112.50% | | *Personal Goals (cap at Target) | 25.00% | May be prorated below Target | 37.50% | — | | | | TOTAL: | 150.00% | 262.50% |

  40. Equity-Based Incentives

    Equity-Based Incentives The Compensation Committee believes that stock ownership by management and equity-based performance compensation arrangements are useful tools to align the interests of management with those of the Company’s shareholders. Where executives are shareholders themselves, the executives will realize a direct benefit by maximizing shareholder value. In addition, as shareholders, executives will benefit from successful growth of the Company’s brands to the extent that this will increase the value of their shareholdings. Accordingly, the Company’s executives are eligible to receive stock appreciation rights, performance stock units, restricted stock units, restricted stock, and stock options under the Company’s stock incentive plans, which have been approved by the Company’s shareholders. The Company may grant awards under the Urban Outfitters 2017 Stock Incentive Plan (the “2017 Plan”) and certain awards under the Urban Outfitters 2008 Stock Incentive Plan (the “2008 Plan”). While some awards are still outstanding under the 2008 Plan, all awards granted in Fiscal 2023 were under the 2017 Plan. The Compensation Committee determines whether to grant equity awards, the type of award, and the size of the grant to each executive officer based upon its overall assessment. The Compensation Committee evaluates the executive officer’s performance after taking into consideration prior years’ grants, the organizational impact of the executive officer, and the need to respond to competitive conditions in order retain executive officers and attract new candidates. Performance Stock Units and Restricted Stock Units Performance stock unit (“PSU”) awards and restricted stock unit (“RSU”) awards are forms of equity-based incentives available to the Compensation Committee under the 2017 Plan. RSU awards are purely time-vesting awards. As discussed above, under “—Design of Compensation Program—Long-Term Versus Currently Paid Out Compensation,” the Company believes that the PSU awards made in Fiscal 2023 offer the potential for meaningful compensation for superior performance measured over an extended period of time. Vesting is both time-based and performance-based; the awards will not vest until the date specified in the award agreement and, consistent with our core principle of providing pay for performance, are forfeited if the established performance criteria are not achieved. The Compensation Committee considers the PSU awards granted in Fiscal 2023 to be an integral component of the named executive officers’ overall compensation. In Fiscal 2023, the Company made grants of PSUs and RSUs to named executive officers. On March 8, 2022, the Company granted 32,500 PSUs and 32,500 RSUs to Francis J. Conforti, Co-President and Chief Operating Officer URBN, 35,000 PSUs and 35,000 RSUs to Sheila B. Harrington, Global Chief Executive Officer of the Urban Outfitters and Free People Brands, 27,500 PSUs and 27,500 RSUs to Tricia D. Smith, Global Chief Executive Officer of the Anthropologie Group, and 15,000 PSUs and 15,000 RSUs to Melanie Marein-Efron, Chief Financial Officer of URBN. One-third of the grants are subject to a performance period ending on March 8, 2024 where the average Operating Income margin for Urban Outfitters, Inc. for fiscal years 2023 and 2024 is equal to or greater than 5.0%, one-third of the grants are subject to a performance period ending on March 8, 2025 where the average Operating Income margin for Urban Outfitters, Inc. for fiscal years 2023, 2024, and 2025 is equal to or greater than 5.5%, and the remaining one third of the grants are subject to a performance period ending on March 8, 2026 where the average Operating Income margin for Urban Outfitters, Inc. for fiscal years 2023, 2024, 2025, and 2026 is equal to or greater than 6.0%. Timing The Company generally considers once-a-year grants to a broad group of executives and managers, including named executive officers, typically at regularly scheduled board meetings and at such other times as necessary for business purposes related to employee promotion, or retention, or new hires. The Company makes grants that are effective on or after the date when the “Administrator” (defined in the Plans as the Compensation Committee, or, for grants under a specified threshold made to certain employees, a committee of which the Chairman is the sole member) approves the grant. The Company does not time grants with respect to the release of positive or negative material non-public information. Nonqualified Deferred Compensation Plan The Company maintains an “unfunded” Deferred Compensation Plan primarily for the purpose of providing deferred compensation to a select group of employees who are limited in their participation under the Company’s 401(k) plan. Accordingly, the Deferred Compensation Plan is exempt from Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, and complies with the requirements of Section 409A of the Code. The terms of the Deferred Compensation Plan were adopted by the Board of Directors on November 27, 2012, and the Deferred Compensation Plan became effective on February 1, 2013. Deferred compensation under the Deferred Compensation Plan consists of elective deferral credits, if any, made by the participant and discretionary contribution credits made by the Company. Elective deferral credits will be fully vested. Discretionary contribution credits may be subject to a vesting schedule determined by the Company. Payment obligations, if any, under the Deferred Compensation Plan are payable in cash on a date or dates selected by the participant or upon certain specified events such as termination of employment, death or disability, subject to change in certain specified circumstances. Additional Types of Compensation In addition to the three main elements, the Company provides compensation to its executive officers in the form of: (i) a 401(k) matching contribution available to all employees who have completed three months of service, which is $0.50 as of January 1, 2019, on every $1.00 of employee deferral up to 6% of salary match, with a vesting schedule of 20% a year for five years, with the deferral limited by applicable law; (ii) a holiday bonus, capped at $5,000; and (iii) employee awards made to all staff with fixed dollar amounts, plus the tax cost of such awards, for terms of service, in five-year service increments, ranging from $1,000 for 10 years of service to $15,000 for 30 years of service. At its discretion, the Compensation Committee may also award bonuses to employees, including named executive officers, for individual achievement or outstanding performance, to motivate for achievement of specific Company or individual goals and/or to promote retention and loyalty to the Company. Potential Payments Upon Changes in Control; Certain Corporate Transactions

  41. Equity-Based Incentives

    In February 2021, we entered into an employment agreement with Ms. Smith to serve as Global Chief Executive Officer of Anthropologie Group, effective as of April 12, 2021. The employment agreement has an indefinite term and provides an initial annual base salary of $750,000 and annual bonus up to 150% of Ms. Smith’s base salary. Ms. Smith is also eligible to participate in our employee benefit plans. Ms. Smith also received a sign-on bonus, an award of 30,000 RSUs, vesting in equal increments on the second, third, and fourth anniversaries of the grant date (conditioned upon continued employment and the terms of the granting instrument), a relocation payment, and payment for six months of temporary housing. Ms. Smith was guaranteed that her annual bonus for Fiscal Year 2022 would not be less than 50% of her base salary and her bonus for Fiscal Year 2023 would not be less than 25% of her base salary. Under her employment agreement, if Ms. Smith were terminated without cause or resigned with good reason, she would be entitled, subject to the signing of a release with the Company, to receive an amount equal to her base salary paid in installments over the one year period following her termination, subsidized health benefit coverage under COBRA, and any amounts already earned or vested under the Company’s benefit plans. If Ms. Smith voluntarily resigned without good reason, she would not be entitled to severance payments but would be entitled to receive amounts earned or vested under the Company’s benefit plans. Ms. Smith is subject to non-solicitation restrictions for the 12-month period following the termination of her employment with the Company for any reason and standard confidentiality obligations. Tax and Accounting Considerations The applicability of Section 162(m) of the Code may affect the tax deductibility of certain portions of named executive officers’ compensation. The 2017 Tax Cuts and Jobs Act eliminated the exception under Section 162(m) of the Code for performance-based compensation and commissions, such that all compensation over one million dollars would be nondeductible. Where possible, the Company will structure compensation for its executive officers in a way that preserves tax deductibility under Section 162(m). The Company does not usually consider the tax consequences to named executive officers of cash compensation or of equity-based compensation, though it considers the tax treatment to the Company for non-qualified options and the non-qualifying disposition of qualified options to be favorable. Security Ownership Guidelines In Fiscal 2022, the Compensation Committee recommended, and the Board of Directors adopted stock holding requirements for the Company’s directors and executive officers. Under this policy, non-employee directors, the CEO, and other executive officers are required to hold the lesser of a specified number of Common Shares or “URBN Equity” with an aggregate value equal to a specified multiple of their annual cash compensation or base salaries. Individuals covered by the policy have five years from the date they become covered by the policy to comply. After the five-year period, individuals who are not compliant must hold at least 50% of the net, after-tax Common Shares acquired under the Company’s stock plan and may not sell certain other owned Common Shares until the ownership requirement is met. In addition, the Code of Conduct prohibits the directors and executive officers of the Company, other Company employees who have been granted options to purchase Company securities or who have received awards of equity-based securities, all Company employees who report directly to the Chief Executive Officer, and all employees in the Company’s Finance Department at the director level or above from trading any options on Company securities, maintaining a short position in Company securities, or engaging in certain hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forward contracts, equity swaps, or zero cost collars related to the Company’s Common Shares.

  42. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  43. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(1) ($) | Total ($) | | Richard A. Hayne | 2023 | 1 | 5,000 | — | — | 50,461(2) | 55,462 | | Chairman of the Board and Chief Executive Officer | 2022 | 1 | 5,000 | — | 1,000,000 | 35,538 | 1,040,539 | | Urban Outfitters, Inc. | 2021 | 1 | 5,000 | — | — | 31,286 | 36,287 | | (Principal Executive Officer) | | | | | | | | | Melanie Marein-Efron | 2023 | 580,154 | 5,000 | 761,400(3)(4) | 125,100 | 11,336(5) | 1,482,990 | | Chief Financial Officer | 2022 | 539,481 | 5,000 | 1,144,500 | 528,525 | 8,631 | 2,226,137 | | Urban Outfitters, Inc. | 2021 | 385,500 | 110,000 | 271,320 | — | 8,386 | 775,206 | | (Principal Financial Officer) | | | | | | | | | Tricia D. Smith | 2023 | 779,231 | 5,000 | 1,395,900(6)(7) | 1,548,694 | 7,941(8) | 3,736,766 | | Global Chief Executive Officer | | | | | | | | | Anthropologie Group | | | | | | | | | Sheila B. Harrington | 2023 | 1,021,308 | 5,000 | 1,776,600(9)(10) | 627,718 | 13,996(11) | 3,444,622 | | Global Chief Executive Officer | 2022 | 1,003,846 | 5,000 | 2,861,250 | 2,000,000 | 6,328 | 5,876,424 | | Urban Outfitters Group & Free People Group | 2021 | 675,108 | 405,000 | 1,292,000 | — | 6,015 | 2,378,122 | | Francis J. Conforti | 2023 | 919,177 | 5,000 | 1,649,700(12)(13) | 352,688 | 14,221(14) | 2,940,786 | | Co-President & Chief Operating Officer | 2022 | 903,461 | 5,000 | 4,959,500 | 1,350,000 | 8,788 | 7,226,749 | | Urban Outfitters, Inc. | 2021 | 728,741 | 275,000 | 1,033,600 | — | 8,455 | 2,045,796 |

  44. SUMMARY COMPENSATION TABLE

    Includes matching cash contributions in Fiscal 2023 by the Company under the Urban Outfitters 401(k) Savings Plan of $13,500 for Mr. Richard A. Hayne, $11,204 for Ms. Marein-Efron, $7,838 for Ms. Smith, $6,057 for Ms. Harrington, and $10,146 for Mr. Conforti. (2) Includes automobile insurance premiums in the amount of $5,563 and life insurance premiums in the amount of $31,398 paid by the Company for Mr. Richard A. Hayne. (3) Stock award represents 15,000 performance-based restricted stock units granted pursuant to an award made on March 8, 2022, and subject to a performance period ending on January 31, 2026. The Aggregate Fair Value for the award was $380,700. For a discussion of the assumptions and accounting for performance-based restricted stock units, please see note 11 to the Company’s consolidated financial statements for the fiscal year ended January 31, 2023, which are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 3, 2023. For a description of the conditions of these awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” (4) Stock award represents 15,000 restricted stock units granted pursuant to an award made on March 8, 2022. The Aggregate Fair Value for the award was $380,700. For a discussion of the assumptions and accounting for restricted stock units, please see note 11 to the Company’s consolidated financial statements for the fiscal year ended January 31, 2023, which are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 3, 2023. For a description of the conditions of these awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” (5) Includes life insurance premiums paid by the Company for Ms. Marein-Efron in the amount of $132. (6) Stock award represents 27,500 performance-based restricted stock units granted pursuant to an award made on March 8, 2022, and subject to a performance period ending on January 31, 2026. The Aggregate Fair Value for the award was $697,950. For a discussion of the assumptions and accounting for performance-based restricted stock units, please see note 11 to the Company’s consolidated financial statements for the fiscal year ended January 31, 2023, which are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 3, 2023. For a description of the conditions of these awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” (7) Stock award represents 27,500 restricted stock units granted pursuant to an award made on March 8, 2022. The Aggregate Fair Value for the award was $697,950. For a discussion of the assumptions and accounting for restricted stock units, please see note 11 to the Company’s consolidated financial statements for the fiscal year ended January 31, 2023, which are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 3, 2023. For a description of the conditions of these awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” (8) Includes life insurance premiums paid by the Company for Ms. Smith in the amount of $103. Stock award represents 35,000 performance-based restricted stock units granted pursuant to an award made on March 8, 2022, and subject to a performance period ending on January 31, 2026. The Aggregate Fair Value for the award was $888,300. For a discussion of the assumptions and accounting for performance-based restricted stock units, please see note 11 to the Company’s consolidated financial statements for the fiscal year ended January 31, 2023, which are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 3, 2023. For a description of the conditions of these awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” Stock award represents 35,000 restricted stock units granted pursuant to an award made on March 8, 2022. The Aggregate Fair Value for the award was $888,300. For a discussion of the assumptions and accounting for restricted stock units, please see note 11 to the Company’s consolidated financial statements for the fiscal year ended January 31, 2023, which are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 3, 2023. For a description of the conditions of these awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” (11) Includes Service Award in the amount $7,850 and life insurance premiums paid by the Company for Ms. Harrington in the amount of $89. (12) Stock award represents 32,500 performance-based restricted stock units granted pursuant to an award made on March 8, 2022, and subject to a performance period ending on January 31, 2026. The Aggregate Fair Value for the award was $824,850. For a discussion of the assumptions and accounting for performance-based restricted stock units, please see note 11 to the Company’s consolidated financial statements for the fiscal year ended January 31, 2023, which are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 3, 2023. For a description of the conditions of these awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” (13) Stock award represents 32,500 restricted stock units granted pursuant to an award made on March 8, 2022. The Aggregate Fair Value for the award was $824,850. For a discussion of the assumptions and accounting for restricted stock units, please see note 11 to the Company’s consolidated financial statements for the fiscal year ended January 31, 2023, which are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 3, 2023. For a description of the conditions of these awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” Includes Service Award in the amount $4,000 and life insurance premiums paid by the Company for Mr. Conforti in the amount of $76.

  45. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

  46. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Options (#) | Awards ($/Sh) | Awards ($) | | Richard A. Hayne | | — | 1,000,000 | — | | | | | | | | | Melanie Marein-Efron | | 300,000 | 600,000 | $1,050,000 | | | | | | | | | | 03/08/2022 | | | | 15,000 | 15,000 | 15,000 | | | | 380,700(2) | | | 03/08/2022 | | | | 15,000 | 15,000 | 15,000 | | | | 380,700(3) | | Tricia D. Smith | | 600,000 | 1,200,000 | 2,100,000 | | | | | | | | | | 03/08/2022 | | | | 27,500 | 27,500 | 27,500 | | | | 697,950(4) | | | 03/08/2022 | | | | 27,500 | 27,500 | 27,500 | | | | 697,950(5) | | Sheila B. Harrington | | 1,045,000 | 2,090,000 | 3,657,500 | | | | | | | | | | 03/08/2022 | | | | 35,000 | 35,000 | 35,000 | | | | 888,300(6) | | | 03/08/2022 | | | | 35,000 | 35,000 | 35,000 | | | | 888,300(7) | | Francis J. Conforti | | 705,375 | 1,410,750 | 2,468,813 | | | | | | | | | | 03/08/2022 | | | | 32,500 | 32,500 | 32,500 | | | | 824,850(8) | | | 03/08/2022 | | | | 32,500 | 32,500 | 32,500 | | | | 824,850(9) |

  47. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    The amounts listed represent potential threshold, target and maximum bonuses available to the named executive officers under the Incentive Plan. The table reports the awards that could have been earned in Fiscal 2023. The actual payments are reported above in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.” As described above in “—Compensation Discussion and Analysis,” the Compensation Committee has discretion to reduce any amounts payable to any executive and to increase amounts payable to executives who are not Covered Employees under the Incentive Plan. (2) Stock award represents 15,000 performance-based restricted stock units granted pursuant to an award made on March 8, 2022, and subject to a performance period ending on January 31, 2026. The Aggregate Fair Value for the award was $380,780. For a discussion of the assumptions and accounting for performance-based restricted stock units, please see note 11 to the Company’s consolidated financial statements for the fiscal year ended January 31, 2023, which are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 3, 2023. For a description of the conditions of these awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” (3) Stock award represents 15,000 restricted stock units granted pursuant to an award made on March 8, 2022. The Aggregate Fair Value for the award was $380,780. For a discussion of the assumptions and accounting for restricted stock units, please see note 11 to the Company’s consolidated financial statements for the fiscal year ended January 31, 2023, which are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 3, 2023. For a description of the conditions of these awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” (4) Stock award represents 27,500 performance-based restricted stock units granted pursuant to an award made on March 8, 2022, and subject to a performance period ending on January 31, 2026. The Aggregate Fair Value for the award was $697,950. For a discussion of the assumptions and accounting for performance-based restricted stock units, please see note 10 to the Company’s consolidated financial statements for the fiscal year ended January 31, 2023, which are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 1, 2023. For a description of the conditions of these awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” (5) Stock award represents 27,500 restricted stock units granted pursuant to an award made on March 8, 2022. The Aggregate Fair Value for the award was $697,950. For a discussion of the assumptions and accounting for restricted stock units, please see note 10 to the Company’s consolidated financial statements for the fiscal year ended January 31, 2023, which are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 1, 2023. For a description of the conditions of these awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” (6) Stock award represents 35,000 performance-based restricted stock units granted pursuant to an award made on March 8, 2022, and subject to a performance period ending on January 31, 2026. The Aggregate Fair Value for the award was $888,300. For a discussion of the assumptions and accounting for performance-based restricted stock units, please see note 11 to the Company’s consolidated financial statements for the fiscal year ended January 31, 2023, which are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 3, 2023. For a description of the conditions of these awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” (7) Stock award represents 35,000 restricted stock units granted pursuant to an award made on March 8, 2022. The Aggregate Fair Value for the award was $888,300. For a discussion of the assumptions and accounting for restricted stock units, please see note 11 to the Company’s consolidated financial statements for the fiscal year ended January 31, 2023, which are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 3, 2023. For a description of the conditions of these awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” (8) Stock award represents 32,500 performance-based restricted stock units granted pursuant to an award made on March 8, 2022, and subject to a performance period ending on January 31, 2026. The Aggregate Fair Value for the award was $824,850. For a discussion of the assumptions and accounting for performance-based restricted stock units, please see note 11 to the Company’s consolidated financial statements for the fiscal year ended January 31, 2023, which are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 3, 2023. For a description of the conditions of these awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” Stock award represents 32,500 restricted stock units granted pursuant to an award made on March 8, 2022. The Aggregate Fair Value for the award was $824,850. For a discussion of the assumptions and accounting for restricted stock units, please see note 11 to the Company’s consolidated financial statements for the fiscal year ended January 31, 2023, which are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 3, 2023. For a description of the conditions of these awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.”

  48. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

  49. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Richard A. Hayne | — | — | — | — | | Melanie Marein-Efron | — | — | 3,000(1) | 82,170(2) | | | — | — | 7,000(3) | 191,730(2) | | | — | — | 15,000(4) | 410,850(2) | | | — | — | 15,000(5) | 410,850(2) | | | — | — | 15,000(6) | 410,850(2) | | | — | — | 15,000(7) | 410,850(2) | | Tricia D. Smith | — | — | 30,000(8) | 821,700(2) | | | — | — | 27,500(6) | 753,225(2) | | | — | — | 27,500(7) | 753,225(2) | | Sheila B. Harrington | — | — | 16,667(1) | 456,509(2) | | | — | — | 33,334(3) | 913,018(2) | | | — | — | 37,500(4) | 1,027,125(2) | | | — | — | 37,500(5) | 1,027,125(2) | | | — | — | 35,000(6) | 958,650(2) | | | — | — | 35,000(7) | 958,650(2) | | Francis J. Conforti | — | — | 13,334(9) | 365,218(2) | | | — | — | 26,667(10) | 730,409(2) | | | — | — | 65,000(4) | 1,780,350(2) | | | — | — | 65,000(5) | 1,780,350(2) | | | — | — | 32,500(6) | 890,175(2) | | | — | — | 32,500(7) | 890,175(2) |

  50. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    Restricted stock units will convert into Common Shares on a one-for-one basis upon vesting; the amount in the table represents the remaining 33 1/3% of the restricted stock units that were eligible to vest, and did vest, on February 27, 2023. For a further description of these performance-based restricted stock unit awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” (2) Calculated by multiplying our closing market price on January 31, 2023 (the last business day of Fiscal 2023) by the number of performance-based restricted stock units that have not vested. (3) Restricted stock units will convert into Common Shares on a one-for-one basis upon vesting; the amount in the table represents the remaining 66 2/3% of the restricted stock units, 33 1/3% of which were eligible to vest, and did vest on February 27, 2023, and 33 1/3% of which are eligible to vest on February 25, 2024. For a further description of these performance-based restricted stock unit awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” (4) Restricted stock units will convert into Common Shares on a one-for-one basis upon vesting; 33 1/3% of the restricted stock units are eligible to vest on April 12, 2023, April 12, 2024, and April 12, 2025. For a further description of these performance-based restricted stock unit awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” (5) If all performance objectives are achieved, performance-based restricted stock units will convert into Common Shares on a one-for-one basis upon vesting; 33 1/3% of the performance-based restricted stock units are eligible to vest on each of April 12, 2023, April 12, 2024, and April 12, 2025. If performance objectives under the award are not achieved, all performance-based restricted stock units under that award are forfeited. For a further description of these performance-based restricted stock unit awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” Restricted stock units will convert into Common Shares on a one-for-one basis upon vesting; 33 1/3% of the restricted stock units are eligible to vest on March 8, 2024, March 8, 2025, and March 8, 2026. For a further description of these performance-based restricted stock unit awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” If all performance objectives are achieved, performance-based restricted stock units will convert into Common Shares on a one-for-one basis upon vesting; 33 1/3% of the performance-based restricted stock units are eligible to vest on each of March 8, 2024, March 8, 2025, and March 8, 2026. If performance objectives under the award are not achieved, all performance-based restricted stock units under that award are forfeited. For a further description of these performance-based restricted stock unit awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” Restricted stock units will convert into Common Shares on a one-for-one basis upon vesting; 33 1/3% of the restricted stock units are eligible to vest on June 8, 2023, June 8, 2024, and June 8, 2025. For a further description of these performance-based restricted stock unit awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” (9) If all performance objectives are achieved, performance-based restricted stock units will convert into Common Shares on a one-for-one basis upon vesting; the amount in the table represents the remaining 33 1/3% of the performance-based restricted stock units that were eligible to vest, and did vest, on February 27, 2023. If performance objectives under the award are not achieved, all performance-based restricted stock units under that award are forfeited. For a further description of these performance-based restricted stock unit awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.” If all performance objectives are achieved, performance-based restricted stock units will convert into Common Shares on a one-for-one basis upon vesting; the amount in the table represents 66 2/3% of the of the performance-based restricted stock units, 33 1/3% of which were eligible to vest, and did vest, on February 27, 2023, and 33 1/3% of the performance-based restricted stock units are eligible to vest on each of February 25, 2024. If performance objectives under the award are not achieved, all performance-based restricted stock units under that award are forfeited. For a further description of these performance-based restricted stock unit awards, see “—Compensation Discussion and Analysis—Equity-Based Incentives—Performance Stock Units and Restricted Stock Units.

  51. OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2023

    OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2023

  52. OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Richard A. Hayne | — | — | | Melanie Marein-Efron | 2,000 | 53,620 | | | 3,000 | 82,530 | | | 3,500 | 93,835 | | Tricia D. Smith | — | — | | Sheila B. Harrington | 13,334 | 357,485 | | | 16,667 | 458,509 | | | 16,666 | 446,815 | | Francis J. Conforti | 13,334 | 366,818 | | | 13,333 | 366,791 | | | 13,333 | 357,458 |

  53. CEO PAY RATIO

    CEO PAY RATIO SEC rules require us to disclose the ratio of the annual total compensation of our CEO, Richard A. Hayne, to the annual total compensation of our median employee (the “CEO Pay Ratio”). For Fiscal 2023, our median employee’s annual total compensation was $16,378. As set forth in the Summary Compensation Table, Mr. Hayne’s annual total compensation for Fiscal 2023 was $55,462. Accordingly, the ratio of the annual total compensation of Mr. Hayne to our median employee was 3:1. In calculating the CEO Pay Ratio, we first identified all employees as of November 1, 2022. Including all full-time, part-time, seasonal and temporary employees, as required by SEC rules, we had 21,143 U.S. and 4,098 non-U.S. employees on that date. In accordance with SEC rules, we excluded all employees in the 13 countries with our smallest employee populations, totaling in the aggregate 837 employees (approximately 3.30% of our total employee population on November 1, 2022). The table below sets forth the number of excluded employees by country. To identify our median employee, we used total taxable compensation for calendar year 2022 and annualized the compensation of all permanent employees who worked for us for less than the full calendar year. We then calculated Fiscal 2023 compensation for the median employee using the same methodology we use for our named executive officers as set forth in the Summary Compensation Table. Pay ratios that are reported by our peers may not be directly comparable to ours because of differences in the composition of each company’s workforce, as well as the assumptions and methodologies used in calculating the pay ratio, as permitted by SEC rules.

  54. CEO PAY RATIO

    | EXCLUDED | | | Jurisdiction | Employees as of November 1, 2022 | | Germany | 265 | | Netherlands | 153 | | France | 104 | | Spain | 68 | | Belgium | 60 | | Ireland | 47 | | Denmark | 33 | | Italy | 32 | | Sweden | 25 | | Austria | 24 | | Poland | 14 | | Turkey | 9 | | Hong Kong | 13 | | TOTAL | 837 |

  55. CEO PAY RATIO

    | INCLUDED | | | Jurisdiction | Employees as of November 1, 2022 | | US (including Puerto Rico) | 21,143 | | UK | 2,317 | | Canada | 944 | | TOTAL | 24,404 |

  56. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  57. Pay Versus Performance Table

    Pay Versus Performance Table As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance measures of the Company. For further information about how we align executive compensation with the Company’s performance, see “Compensation of Executive Officers” above. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our named executive officers ("NEOs"), including with respect to RSUs and PSUs.

  58. Pay Versus Performance Table

    | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to non-PEO Named Executive Officers(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) | Company-Selected Performance Measures | | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(5)(6) | | Net Sales (in thousands) | Operating Income (in thousands) | | 2023 | $55,462 | $55,462 | $2,901,291 | $2,847,873 | $95.38 | $110.28 | $159,699 | $4,795,244 | $226,623 | | 2022 | $1,040,539 | $1,040,539 | $4,876,086 | $4,582,685 | $104.70 | $107.47 | $310,616 | $4,548,763 | $408,566 | | 2021 | $36,287 | $36,287 | $1,751,526 | $956,780 | $107.14 | $109.59 | $1,236 | $3,449,749 | $3,972 |

  59. Pay Versus Performance Table

    (1) The dollar amounts reported for Mr. Richard A. Hayne, our Chairman of the Board and Chief Executive Officer (“PEO”), under “Summary Compensation Table Total for PEO” are the amounts of total compensation reported for Mr. Hayne in the “Total” column of the Summary Compensation Table for each applicable year. (2) The dollar amounts reported for Mr. Hayne under “Compensation Actually Paid” represent the amount of “compensation actually paid” to Mr. Hayne, as computed in accordance with Item 402(v) of Regulation S-K in each applicable year. Mr. Hayne received no equity-based or pension-based compensation in any fiscal year presented on the table above, accordingly, no adjustments were required under Item 402(v) of Regulation S-K to determine Mr. Hayne’s compensation actually paid and none are presented herein. (3) The dollar amounts reported under “Average Summary Compensation Total for non-PEO Named Executive Officers” represent the average of the amounts reported for the Company’s NEOs as a group (excluding any individual serving as our CEO for such year) in the “Total” column of the Summary Compensation Table in each applicable year. The names of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for fiscal 2023, Francis J. Conforti, Sheila B. Harrington, Melanie Marein-Efron and Tricia D. Smith; (ii) for fiscal 2022, Francis J. Conforti, Sheila B. Harrington, Margaret A. Hayne and Melanie Marein-Efron; and (iii) for fiscal 2021, Francis J. Conforti, Trish Donnelly, Sheila B. Harrington, Margaret A. Hayne, Calvin Hollinger and Melanie Marein-Efron. The dollar amounts reported under “Average Compensation Actually Paid for non-PEO Named Executive Officers” represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the CEO), as computed in accordance with Item 402(v) of Regulation S-K in each applicable year. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEOs’ total compensation for each year to determine the compensation actually paid:

  60. Pay Versus Performance Table

    | | NEO Averages | | | | | 2023 | 2022 | 2021 | | Total Compensation as reported in the Summary Compensation Table | $2,901,291 | $4,876,086 | $1,751,526 | | (Deduct): Fair value of equity compensation granted during the covered fiscal year as reported in the Summary Compensation Table | $(1,395,900) | $(2,718,188) | $(837,647) | | Add: Fair value at year end of equity compensation granted in the covered fiscal year that was outstanding and unvested at the covered fiscal year end | $1,506,450 | $2,046,300 | $489,932 | | Add or (Deduct): The change in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the covered fiscal year | $(121,363) | $240,148 | $(415,796) | | Add: Fair value as of the vesting date of awards granted and vested during the covered fiscal year | $— | $— | $— | | Add or (Deduct): For awards granted in prior years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the change in the fair value from the end of the prior fiscal year to the vesting date | $(42,605) | $138,339 | $(31,235) | | Deduct: For awards granted in prior years that failed to meet the applicable vesting conditions during the covered fiscal year (i.e., were forfeited), the amount equal to the fair value at the end of the prior fiscal year | $— | $— | $(483,558) | | Compensation Actually Paid to NEO | $2,847,873 | $4,582,685 | $956,780 |

  61. Pay Versus Performance Table

    In calculating compensation actually paid, the Company determined the fair value of outstanding, vested and forfeited awards in the covered year in accordance with SEC rules for compensation actually paid and computed in a manner consistent with ASC 718 fair valuation used to account for share-based payments for purposes of the financial statements consistent with U.S. generally accepted accounting principles. Restricted stock units are valued based on the share price on the relevant measurement date. Performance stock units are also valued at the share price on the relevant measurement date, except that such values are multiplied by the estimated probability of achievement as of the measurement date. Cumulative total shareholder return (“TSR”) is calculated assuming a fixed investment of $100, including the reinvestment of dividends (as applicable) measured from the market close on January 31, 2020 through and including the end of the fiscal year for each year reported on the table. (6) The peer group used for this purpose is the following published industry index: S&P 500 Apparel Retail.

  62. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table While we utilize several performance measures to align executive compensation with performance, all of those measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between “Compensation Actually Paid” to our PEO and “Average Compensation Actually Paid” to our non-PEO Named Executive Officers and the following measures set forth in the Pay versus Performance table above: (1) (a) TSR and (b) peer group TSR; (2) Net Income; (3) Net Sales, and (4) Operating Income. The first chart also provides a comparison of the Company’s TSR to the peer group TSR.