DEF 14A of Abercrombie & Fitch Co /De/, Apr 29, 2024

DEF 14A of Abercrombie & Fitch Co /De/

Filed Apr 29, 2024 · FY20230001018840-24-000026

Open on EDGAR

  1. Director Nominees

    Director Nominees Our Board currently has ten members. As Ms. Gallagher is not standing for re-election, the Board has nominated nine of the existing ten directors for election at the Annual Meeting, to serve until the 2025 Annual Meeting of Stockholders. The following snapshot and table provide summary information about our director nominees. The diversity data set forth below is based on self-identification information provided and consented to by our director nominees. Please see page 9 of this Proxy Statement for Proposal 1 - Election of Directors for more information, including a Director Nominee Diversity and Tenure matrix, on our director nominees’ self-identified diversity traits.

  2. Director Nominee Snapshot

    Director Nominee Snapshot

  3. Director Nominee Snapshot

    | 2024 Proxy Statement | 3 | Abercrombie & Fitch Co. |

  4. Director Nominee Summary

    Director Nominee Summary

  5. Director Nominee Summary

    | | | Age | Director Since | Independent | Other Public Company Boards | Committee Membership | | | | | | | | | | | | AFC | CHCC | NBGC | ESGC | EC | | | Kerrii B. Anderson Former President and CEO of Wendy’s International, Inc. | 66 | 2018 | • | 3 | © | | ● | | ● | | | Susie Coulter Founder and CEO of Arq Botanics LLC | 58 | 2020 | • | 1 | | | | © | | | | James A. Goldman Former President and CEO of Godiva Chocolatier, Inc. | 65 | 2020 | • | 1 | | ● | © | | ● | | | Fran Horowitz Chief Executive Officer of Abercrombie & Fitch Co. | 60 | 2017 | | 1 | | | | | ● | | | Helen E. McCluskey Former President and CEO of The Warnaco Group, Inc. | 69 | 2019 | • | 1 | ● | © | | | ● | | | Arturo Nuñez Founder and CEO of AIE Creative | 57 | 2023 | • | 1 | | | | | | | | Kenneth B. Robinson Former SVP, Audit Services of Exelon Corporation and Former Senior Finance Executive of The Procter & Gamble Company | 69 | 2021 | • | 2 | ● | | | ● | | | | Nigel Travis ✪ Former Chairman and Chief Executive Officer of Dunkin’ Brands Group, Inc. | 74 | 2019 | • | 0 | | | | | © | | | Helen Vaid Consultant at Mayfair Equity | 52 | 2023 | • | 1 | | ● | | | | | AFC | Audit and Finance Committee | | | | | | ✪ | Board Chairperson | | | | CHCC | Compensation and Human Capital Committee | | | | | | © | Committee Chair | | | | NBGC | Nominating and Board Governance Committee | | | | | | | | | | | ESGC | Environmental, Social, and Governance Committee | | | | | | ● | Member | | | | EC | Executive Committee | | | | | | | | | |

  6. Director Nominee Summary

    | Abercrombie & Fitch Co. | 4 | 2024 Proxy Statement |

  7. Compensation Practices

    | • | Practices We EmployX | Practices We Avoid | | • | Emphasis on at-risk payX | Excise tax gross-up payments | | • | Rigorous performance metricsX | Derivatives or hedging of equity securities | | • | Robust stock ownership guidelinesX | Pledging of equity securities | | • | Benchmark NEO pay against a compensation peer groupX | Liberal stock option or SAR recycling provisions | | • | Annual “say on pay” voteX | Multi-year employment agreements with NEOs | | • | Compensation Committee retains an independent compensation consultantX | Modification of out-of-the money stock options or stock appreciation rights without stockholder approval | | • | Conservative compensation risk profileX | Dividend equivalents on certain equity awards | | • | Double-trigger equity vesting in the event of a change of control | | | • | Incentive compensation clawback policy, including recoupment for certain conduct in addition to mandatory recoupment in the event of an accounting restatement | |

  8. Fiscal 2023 Compensation Program Elements

    | Element | Purpose | Metric | | Base Salary | Fixed annual cash compensation to attract and retain executive officers | Established after review of base salaries for executive officers at companies in our compensation peer group and the performance of each of our NEOs | | Annual Cash Incentive Program | Performance-based variable pay that delivers cash incentives when the Company meets or exceeds key financial results | Based on an assessment of Adjusted EBIT(1) (weighted at 70%) and Net Sales on a constant currency basis (“Constant Currency Net Sales”)(1) (weighted at 30%) against pre-established goals (with performance measured on a seasonal basis, meaning that goals are weighted 30% for Spring and 70% for Fall) | | Long-Term Equity Incentive Awards | Performance-based and service-based equity compensation to reward our executive officers for a balanced combination of the Company meeting or exceeding key financial results and creating long-term stockholder value | 50% Performance-based Performance Share Awards (“PSAs”) that measure a three-year period spanning Fiscal 2023 through Fiscal 2025 and are based on the following metrics and weightings: •33.33% on Average Net Sales Growth Rate (“Avg. Net Sales Growth Rate”) •33.33% on 3-Year Average Non-GAAP EBIT Margin Percent (“Avg. Adjusted EBIT Margin”)(1) •33.34% on Relative Total Shareholder Return (“TSR”) 50% Service-based Restricted Stock Units (“RSUs”) that vest in equal installments over three years from the grant date |

  9. Compensation Program Changes in Fiscal 2023 and 2024

    Compensation Program Changes in Fiscal 2023 and 2024 Since Fiscal 2022, the annual cash incentive program has included a Constant Currency Net Sales metric to promote a healthy emphasis on top-line growth. For Fiscal 2023, the Compensation Committee increased the weighting of the Constant Currency Net Sales metric in the annual cash incentive program from 20% to 30%, and commensurately reduced the weighting of Adjusted EBIT from 80% to 70%. The Compensation Committee believes this change has created the appropriate balance of incentives for top- and bottom-line growth and, accordingly, determined not to make any changes to the annual cash incentive program metrics for Fiscal 2024. For Fiscal 2024, in order to better align the annual cash incentive program with business shifts yielding a more profitable and higher-volume Spring season, and provide for more balance between selling seasons, the Compensation Committee adjusted the seasonal weighting for the annual cash incentive program to 40% for Spring and 60% for Fall, from 30% and 70%, respectively. The Compensation Committee did not make any changes to the long-term equity incentive program for Fiscal 2023 or Fiscal 2024. The following table summarizes our incentive-based compensation programs for Fiscal 2022, 2023, and 2024.

  10. Compensation Program Changes in Fiscal 2023 and 2024

    | Program | Feature | Fiscal 2022 Design | Fiscal 2023 Design | Fiscal 2024 Design | | Annual Cash Incentive Program | Metric | Adjusted EBIT (80%) Constant Currency Net Sales (20%) | Adjusted EBIT (70%) Constant Currency Net Sales (30%) | Adjusted EBIT (70%) Constant Currency Net Sales (30%) | | | Seasonal Weighting | 30% Spring 70% Fall | 30% Spring 70% Fall | 40% Spring 60% Fall | | Long-Term Equity Incentive Awards | Vehicle Mix | PSAs (50%) RSUs (50%) | PSAs (50%) RSUs (50%) | PSAs (50%) RSUs (50%) | | | Equally-Weighted PSA Metrics | Avg. Net Sales Growth Rate Avg. Adjusted EBIT Margin Relative TSR | Avg. Net Sales Growth Rate Avg. Adjusted EBIT Margin Relative TSR | Avg. Net Sales Growth Rate Avg. Adjusted EBIT Margin Relative TSR | | | TSR Comparators | Compensation peer group | Compensation peer group | Compensation peer group |

  11. Election of Directors

    Election of Directors

  12. Election of Directors

    | There are currently ten directors serving on the Board, all of whose terms expire at the Annual Meeting. The Board is pleased to nominate nine of our current directors to stand for re-election at the Annual Meeting; Ms. Gallagher is not standing for re-election. | | | | | | | | | • | Kerrii B. Anderson | • | Fran Horowitz | • | Kenneth B. Robinson | | | • | Susie Coulter | • | Helen E. McCluskey | • | Nigel Travis | | | • | James A. Goldman | • | Arturo Nuñez | • | Helen Vaid |

  13. Election of Directors

    Our directors are elected annually for one-year terms. Notwithstanding the expiration date of her or his term, each director holds office until her or his successor is elected and qualified. The persons named as proxies will vote for each of the nominees named, unless you vote against or abstain from voting for or against one or more of them. The nine director nominees have agreed to serve if elected, and the Board has no reason to believe that any director nominee will be unavailable to serve. In the event that a director nominee is unable or declines to serve on the Board at the time of the Annual Meeting, then the persons named as proxies intend to vote for a substitute director nominee proposed by the Board, unless the Board decides to reduce the number of directors. Each director nominee must be elected by a majority of the votes cast “for,” and votes may not be cumulated. Under our Amended and Restated Bylaws (“Bylaws”), in an uncontested election of directors, which we expect to be the case at the Annual Meeting, each director nominee must be elected by a majority of the votes cast. For the avoidance of doubt, a director nominee will be elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Broker non-votes and abstentions will not be treated as votes cast. Under our Corporate Governance Guidelines, if an incumbent director does not receive a majority of votes cast in an uncontested election, she or he must tender her or his resignation to the Board. In determining whether to accept or reject such resignation, our Nominating Committee and the Board (without participation by the impacted director) will evaluate the resignation in light of the best interests of the Company and our stockholders. If the Board does not accept the resignation, the director who offered to resign will continue to serve on the Board until the next annual meeting of stockholders or until the director’s successor is elected and qualified, subject to the director’s prior death, resignation, or removal. If the Board accepts the resignation, our Nominating Committee will recommend to the Board whether to fill the resulting vacancy or to reduce the size of the Board. The Board will publicly disclose its decision regarding the resignation within 90 days after the results of the election are certified.

  14. Election of Directors

    | YOUR VOTE IS IMPORTANT | The Board unanimously recommends that you vote FOR each of the Board’s nine nominees. |

  15. Election of Directors

    | 2024 Proxy Statement | 9 | Abercrombie & Fitch Co. |

  16. Nominees for Our Board of Directors

    Nominees for Our Board of Directors We believe that our directors should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in Board activities, and other attributes discussed below in “Nominees for Our Board of Directors.” We also endeavor to have a Board that represents a range of qualifications, skills, and depth of experience in areas that are relevant to and contribute to the Board’s oversight of the Company’s business, enterprise risks, and strategic priorities. We describe below the key experiences, qualifications, skills, and attributes that each director nominee brings to the Board that are important to our businesses and structure. The Nominating Committee and the Board considered these key experiences, qualifications, skills, attributes, and the nominees’ other attributes, including diversity, in determining that they be nominated.

  17. KEY EXPERIENCE, QUALIFICATIONS, AND ATTRIBUTES OF OUR NOMINEES

    KEY EXPERIENCE, QUALIFICATIONS, AND ATTRIBUTES OF OUR NOMINEES

  18. Director Nominee Skills

    Director Nominee Skills The Company has identified the following key experience, qualifications, and skills in part from questionnaires completed by each director nominee and from results of a third-party skills assessment. We believe that this reflects the balanced mix of experience, qualifications, and attributes of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board. No individual experience, qualification, or attribute is solely dispositive of becoming a member of our Board, and we believe that each nominee has a broad array of knowledge, experience, and skills.

  19. Director Nominee Diversity and Tenure Matrix

    Director Nominee Diversity and Tenure Matrix As described in our Corporate Governance Guidelines, the Board and the Nominating Committee consider, among other important factors, diversity with respect to race, ethnicity, gender, age, and experience when identifying and selecting nominees for our Board. Our director nominees’ tenure, age, and self-identified diversity traits (identified as of February 20, 2024) are shown in the matrix below.

  20. Director Nominee Diversity and Tenure Matrix

    | | Kerrii Anderson | Susie Coulter | James Goldman | Fran Horowitz | Helen McCluskey | Arturo Nuñez | Kenneth Robinson | Nigel Travis | Helen Vaid | | TENURE | | | | | | | | | | | Years on Board | 6 | 4 | 4 | 7 | 5 | 0.5 | 3 | 5 | 1 | | AGE | | | | | | | | | | | Age of Director | 66 | 58 | 65 | 60 | 69 | 57 | 69 | 74 | 52 | | RACE/ETHNICITY | | | | | | | | | | | Black/African American | | | | | | • | • | | | | Hispanic/Latino | | | | | | • | | | | | Asian | | | | | | | | | • | | White | • | • | • | • | • | | | • | | | GENDER | | | | | | | | | | | Female | • | • | | • | • | | | | • | | Male | | | • | | | • | • | • | | | GEOGRAPHIC ORIGIN | | | | | | | | | | | Born Outside of the U.S. | | • | | | | | | • | • |

  21. Director Nominee Diversity and Tenure Matrix

    | Abercrombie & Fitch Co. | 10 | 2024 Proxy Statement |

  22. Director Nominee Diversity and Tenure Matrix

    | Nominees for Our Board of Directors | | Information regarding each director nominee is set forth below. We believe that each of the director nominees has a reputation for the highest character and integrity, works cohesively and constructively with the other members of our Board and with management of the Company, and demonstrates business acumen and an ability to exercise sound judgment. |

  23. Director Nominee Diversity and Tenure Matrix

    | Kerrii B. Anderson AGE | 66 INDEPENDENT DIRECTOR SINCE | 2018 COMMITTEES | AFC (Chair); NBGC; EC | Executive Roles | | | | •Former President and Chief Executive Officer of Wendy’s International, Inc. (n/k/a The Wendy’s Company), a restaurant operating and franchising company, until Wendy’s merged with a subsidiary of Triarc Companies, Inc. to form Wendy’s/Arby’s Group, Inc. (November 2006 to September 2008) | | | | Other Public Company Boards | | | | •Laboratory Corporation of America Holdings (NYSE: LH), a global life sciences company (May 2006 to present), Audit Committee; Nominating and Corporate Governance Committee •Worthington Enterprises, Inc. (NYSE: WOR) (f/k/a Worthington Industries, Inc.), an industrial manufacturing company (September 2010 to present), Audit Committee (Chair); Compensation Committee; Executive Committee •The Sherwin-Williams Company (NYSE: SHW), a company engaged in the development, manufacture, distribution and sale of paint, coatings and related products (April 2019 to present), Compensation and Management Development Committee (Chair); Nominating and Corporate Governance Committee | | | | Key Qualifications and Certifications | | | | •Public Company Board Experience •CEO Experience •Retail •Environmental and Social •Supply Chain | •Finance, Audit, and Accounting •Corporate Governance •Risk Management •Technology and Information Security ◦Completed National Association of Corporate Directors (“NACD”) Cyber-Risk Oversight Program and earned CERT Certificate in Cybersecurity Oversight (January 2022) |

  24. Director Nominee Diversity and Tenure Matrix

    | Susie Coulter AGE | 58 INDEPENDENT DIRECTOR SINCE | 2020 COMMITTEE | ESGC (Chair) | Executive Roles | | | | •Founder of Arq Botanics LLC, a personal care company specializing in all-natural skin care products (January 2021 to present) •Co-Founder and Chief Executive Officer of Bronty Beauty LLC, a beauty company specializing in all-natural skin care products (January 2017 to December 2020) •Former President, Beauty – Victoria’s Secret Beauty, L Brands, Inc. (n/k/a Victoria’s Secret & Co., which was separated from L Brands, Inc. in 2021), the beauty division of a specialty retailer of women’s intimate and other apparel (November 2012 to March 2016) •Former President, Polo Ralph Lauren Retail Stores, a subsidiary of an apparel retailer (November 2007 to October 2012) | | | | Other Public Company Boards | | | | •Fossil Group, Inc. (Nasdaq: FOSL), a global design, marketing, and distribution company specializing in lifestyle accessories (December 2022 to present), Nominating and Corporate Governance Committee | | | | Key Qualifications and Certifications | | | | •Public Company Board Experience •CEO Experience •Retail •Apparel •Omnichannel and Digital Commerce •Marketing/Branding | •Global/International •Environmental & Social •Risk Management •Supply Chain •Corporate Governance •NACD Directorship Certification (earned February 2023) |

  25. Director Nominee Diversity and Tenure Matrix

    | 2024 Proxy Statement | 11 | Abercrombie & Fitch Co. |

  26. Director Nominee Diversity and Tenure Matrix

    | James A. Goldman AGE | 65 INDEPENDENT DIRECTOR SINCE | 2020 COMMITTEES | NBGC (Chair); CHCC; EC | Executive Roles | | | | •Former Senior Advisor at Eurazeo SE, a global investment firm listed on the Paris Stock Exchange (December 2016 to December 2023), and currently serves as representative of Eurazeo SE on the boards of directors of three of its privately-held portfolio companies: Q Mixers, a beverage company specializing in premium branded mixers (April 2019 to present), Waterloo Sparkling Water Corp., a company specializing in carbonated sparkling water products (September 2020 to present), and Dewey’s Bakery, a company specializing in premium cookie and cracker products (October 2020 to present) •Former President, Chief Executive Officer and a member of the board of directors of Godiva Chocolatier, Inc., an international premium chocolate company and retailer (February 2004 to May 2014) •Former President of Food & Beverage Division at Campbell Soup Company, a manufacturer and marketer of soup, sauces, beverages, biscuits, confectionary and prepared branded consumer food products (September 2001 to February 2004) | | | | Other Public Company Boards | | | | •Domino’s Pizza, Inc. (NYSE: DPZ), a global restaurant and pizza corporation (March 2010 to present), Audit Committee; Inclusion & Diversity Committee; former Chair of Nominating and Governance Committee | | | | Key Qualifications | | | | •Public Company Board Experience •CEO Experience •Retail •Marketing/Branding | •Corporate Governance •Finance, Audit, and Accounting •Global/International •Supply Chain |

  27. Director Nominee Diversity and Tenure Matrix

    | Fran Horowitz Chief Executive Officer AGE | 60 NOT INDEPENDENT DIRECTOR SINCE | 2017 COMMITTEE | EC | Executive Roles | | | | •Chief Executive Officer of the Company (February 2017 to present) •Former President and Chief Merchandising Officer for all brands of the Company (December 2015 to February 2017), former member of the Office of the Chairman of the Company (December 2014 to February 2017), and former Brand President of Hollister (October 2014 to December 2015) | | | | Other Public Company Boards | | | | •Conagra Brands, Inc. (NYSE: CAG), one of North America’s leading branded food companies (July 2021 to present), Human Resources Committee | | | | Other Leadership Roles | | | | •Former member of the board of directors of SeriousFun Children’s Network, Inc., a non-profit corporation that provides specially-adapted camp experiences for children with serious illnesses and their families, free of charge (March 2017 to February 2024) •Member of the board of directors of Chief Executives for Corporate Purpose (CECP), a CEO-led coalition that helps companies transform their social strategy by providing customized resources (October 2019 to present) | | | | Key Qualifications | | | | •Public Company Board Experience •CEO Experience •Retail •Apparel | •Omnichannel and Digital Commerce •Marketing/Branding •Global/International •Corporate Governance |

  28. Director Nominee Diversity and Tenure Matrix

    | Abercrombie & Fitch Co. | 12 | 2024 Proxy Statement |

  29. Director Nominee Diversity and Tenure Matrix

    | Helen E. McCluskey AGE | 69 INDEPENDENT DIRECTOR SINCE | 2019 COMMITTEES | CHCC (Chair); AFC; EC | Executive Roles | | | | •Former President, Chief Executive Officer and a member of the board of directors (February 2012 to February 2013), and former Chief Operating Officer (September 2010 to February 2012), of The Warnaco Group, Inc., a company which designed, sourced, marketed, licensed, and distributed a broad line of intimate apparel, sportswear, and swimwear products worldwide; following its acquisition of The Warnaco Group, Inc., a director of PVH Corporation (February 2013 to June 2014) | | | | Other Public Company Boards | | | | •Signet Jewelers Limited (NYSE: SIG), a retailer of diamond jewelry (August 2013 to present), Governance and Technology Committee (Chair) and Finance Committee until June 2024 annual meeting, and thereafter Chair of the Board | | | | Previous Public Company Boards (Past Five Years) | | | | •Dean Foods Company, food and beverage company (November 2015 to May 2020), Audit Committee •Avon Products, Inc. (NYSE: AVP), beauty products company (July 2014 to January 2020), Compensation and Management Development Committee (Chair) | | | | Key Qualifications | | | | •Public Company Board Experience •CEO Experience •Retail •Apparel | •Marketing/Branding •Global/International •Supply Chain •Finance, Audit, and Accounting •Risk Management |

  30. Director Nominee Diversity and Tenure Matrix

    | Arturo Nuñez AGE | 57 INDEPENDENT DIRECTOR SINCE | 2023 | Executive Roles | | | | •Founder and CEO of AIE Creative, a firm providing meaningful and immersive brand strategies and marketing experiences (May 2018 to June 2021; December 2022 to present) •Former Chief Marketing Officer of Nu Holdings Ltd. (Nubank) (NYSE: NU), a digital banking platform headquartered in Brazil that serves customers across Brazil, Mexico, and Colombia (July 2021 to November 2022) •Former Head of Marketing, Latin America at Apple Inc. (Nasdaq: AAPL), a designer and manufacturer of consumer electronics and a variety of related services (September 2014 to April 2018) | | | | Other Public Company Boards | | | | •Estee Lauder Companies Inc. (NYSE: EL), a multinational manufacturer, marketer, and seller of skin care, fragrance, and hair care products (April 2022 to present), Audit Committee; Compensation Committee | | | | Key Qualifications | | | | •Public Company Board Experience •CEO Experience •Retail •Apparel •Omnichannel and Digital Commerce | •Marketing/Branding •Global/International •Technology and Information Security •Corporate Governance •Environmental & Social |

  31. Director Nominee Diversity and Tenure Matrix

    | 2024 Proxy Statement | 13 | Abercrombie & Fitch Co. |

  32. Director Nominee Diversity and Tenure Matrix

    | Kenneth B. Robinson AGE | 69 INDEPENDENT DIRECTOR SINCE | 2021 COMMITTEES | AFC; ESGC | Executive Roles | | | | •Former Senior Vice President, Audit and Controls for Exelon Corporation, a Fortune 100 energy company with the largest number of electricity and natural gas customers in the United States (August 2016 to March 2020) •Former Vice President, Global Diversity & Inclusion (July 2015 to June 2016); Former Vice President, Finance; Global Internal Audit & Governance, Risk & Compliance Leader (July 2006 to June 2015); and Former Chief Audit Executive (July 2002 to June 2006) with The Procter & Gamble Company, a leading consumer goods company | | | | Other Public Company Boards | | | | •Paylocity Holding Corporation (Nasdaq: PCTY), a leading provider of payroll and human capital management software solutions (March 2020 to present), Audit Committee •Occidental Petroleum Corporation (NYSE: OXY), an international oil and gas exploration and production company (February 2023 to present), Audit Committee; Compensation Committee | | | | Other Leadership Roles | | | | •Member of board of directors of Morgan Stanley US Banks, National Association, national banks (August 2015 to present), Audit Committee (Chair); Risk Committee; Nominating/Governance Committee | | | | Key Qualifications and Certifications | | | | •Public Company Board Experience •Retail •Global/International •Environmental and Social | •Finance, Audit, and Accounting •Risk Management •Technology and Information Security •Corporate Governance •NACD Board Leadership Fellow |

  33. Director Nominee Diversity and Tenure Matrix

    | Nigel Travis Chairperson of the Board AGE | 74 INDEPENDENT DIRECTOR SINCE | 2019 COMMITTEE | EC (Chair) | Company Roles | | | | •Chairperson of the Board of the Company (since January 2023) and Chair of the Company’s Executive Committee (since January 2023), former Chair of the Company’s Nominating and Board Governance Committee (May 2020 to January 2023), and former member of the Company’s Audit and Finance Committee (February 2019 to January 2023) | | | | Executive Roles | | | | •Former Executive Chairman of the Board of Dunkin’ Brands Group, Inc., a quick-service restaurant franchiser (May 2013 to December 2018) and former Chief Executive Officer (January 2009 to July 2018) | | | | Previous Public Company Boards (Past Five Years) | | | | •Advance Auto Parts, Inc. (NYSE: AAP), automotive aftermarket parts provider (August 2018 to May 2023), Compensation Committee; Nominating and Corporate Governance Committee (Chair) •Dunkin’ Brands Group, Inc. (Nasdaq: DNKN) (July 2011 to December 2020), including as Non-Executive Chairman of the Board (January 2019 to December 2020) •Office Depot, Inc. (n/k/a The ODP Corporation) (Nasdaq: ODP), provider of business services and supplies, products and technology solutions (March 2012 to May 2020), Audit Committee; Compensation Committee | | | | Key Qualifications | | | | •Public Company Board and Board Chair Experience •CEO Experience •Retail •Marketing/Branding •Global/International | •Finance, Audit and Accounting •Technology and Information Security •Risk Management •Corporate Governance •Supply Chain |

  34. Director Nominee Diversity and Tenure Matrix

    | Abercrombie & Fitch Co. | 14 | 2024 Proxy Statement |

  35. Director Nominee Diversity and Tenure Matrix

    | Helen Vaid AGE | 52 INDEPENDENT DIRECTOR SINCE | 2023 COMMITTEE | CHCC | Executive Roles | | | | •Consultant, Mayfair Equity (November 2023 to present) •Former Chief Executive Officer at Foundry Brands, a brand platform that grows omni-digital brands (July 2021 to February 2023), and former member of its board of directors (February 2023 to March 2024) •Former Global Chief Customer Officer at Pizza Hut, a subsidiary of Yum! Brands, Inc. (September 2016 to July 2021) •Former Vice President, Digital Store Operations (September 2015 to September 2016) and former Vice President, Customer Experience (June 2013 to September 2015) at Walmart.com, at Walmart, Inc. | | | | Other Public Company Boards | | | | •Stewart Information Services Corp. (NYSE: STC), a global title insurance company (July 2023 to present), Audit Committee; Compensation Committee | | | | Previous Public Company Boards (Past Five Years) | | | | •Groupon, Inc. (Nasdaq: GRPN), a global online marketplace (April 2020 to June 2023), Compensation Committee (Chair) | | | | Key Qualifications | | | | •Public Company Board Experience •CEO Experience •Retail •Omnichannel and Digital Commerce | •Marketing/Branding •Global/International •Technology and Information Security |

  36. Director Nominee Diversity and Tenure Matrix

    | 2024 Proxy Statement | 15 | Abercrombie & Fitch Co. |

  37. Director Nominee Diversity and Tenure Matrix

    The following section discusses our corporate governance, including the role of our Board and Board committees. Our Corporate Governance Guidelines, which were adopted to promote the effective functioning of the Board and Board committees and to reflect our commitment to high standards of corporate governance, are periodically reviewed by the Board to verify they reflect the Board’s evolving corporate governance practices, policies, and procedures. In addition, we have a Code of Business Conduct and Ethics, which applies to all associates and directors worldwide (including members of the Board) and incorporates an additional Code of Ethics applicable to our Chief Executive Officer, our Chief Financial Officer, and other designated financial associates. Additional information regarding corporate governance (including a copy of our Corporate Governance Guidelines), a copy of the charter of each of our Board committees, and a copy of our Code of Business Conduct and Ethics, may be found on our corporate website at corporate.abercrombie.com on the “Corporate Governance” page. The Company will provide copies of its Corporate Governance Guidelines, Code of Business Conduct and Ethics, and any of the Board committee charters to any stockholder, free of charge, upon written request to our Corporate Secretary at 6301 Fitch Path, New Albany, Ohio 43054.

  38. Certain Other Transactions Involving Directors and Executive Officers

    Certain Other Transactions Involving Directors and Executive Officers •In a Schedule 13G/A filed with the SEC, FMR LLC reported that it beneficially owned more than 5% of our Common Stock as of December 29, 2023. The Company utilizes the services of affiliates of FMR LLC, including record-keeping, administrative, and management services for the Abercrombie & Fitch Co. Associate Stock Purchase Plan, the Abercrombie & Fitch Co. Directors’ Deferred Compensation Plan, the Company’s long-term incentive plans, the Abercrombie & Fitch Co. Savings and Retirement Plan (the Company’s 401(k) plan) and the Abercrombie & Fitch Nonqualified Savings and Supplemental Retirement Plan. These transactions and arrangements with affiliates of FMR LLC are negotiated on an arm’s-length basis, contain customary terms and conditions, and are unrelated to the ownership of our Common Stock by FMR LLC or its related entities.

  39. Certain Other Transactions Involving Directors and Executive Officers

    | 2024 Proxy Statement | 33 | Abercrombie & Fitch Co. |

  40. Certain Other Transactions Involving Directors and Executive Officers

    •The Company makes annual donations to SeriousFun, including fundraising proceeds, cash charitable contributions from the Company, in-kind product donations, and through volunteer hours. In Fiscal 2023, we donated approximately $1,649,000 in cash to SeriousFun representing proceeds from the A&F Challenge, our annual fundraising campaign, and cash contributions from the Company. Of this donation to SeriousFun, approximately $500,000 in cash was distributed to Flying Horse Farms, Inc. (“FHF”), a member camp of SeriousFun. Additionally in Fiscal 2023, the Company donated approximately $556,000 in goods to SeriousFun and approximately $41,000 of these goods were distributed to FHF. Also in Fiscal 2023, the Company donated approximately $22,000 in goods directly to FHF. Ms. Horowitz served on the Board of Directors of SeriousFun from March 2017 until February 2024. Her spouse served on the Board of Directors of FHF from April 2017 until June 2023. Under the RPT Policy, any transaction where the related person’s interest arises from her position as a director of another corporation or organization that is a party to the transaction, such transaction is not considered a related person transaction and shall not be governed by the RPT Policy. To address any potential conflict of interest concerns, Ms. Horowitz was advised not to participate in any discussions, negotiations, or decisions by our Board, our ESG Committee or any other persons associated with the Company with respect to contributions or donations proposed to be made to SeriousFun or FHF by or on behalf of the Company or our subsidiaries. Our Code of Business Conduct and Ethics, which was adopted by the Board, also addresses the potential conflicts of interest which may arise when a director, an officer, or an associate has an interest in a transaction to which the Company or one of our subsidiaries is a party. If a potential conflict of interest arises concerning an officer or a director, all information regarding the issue is to be reported to the Company’s Chief Ethics and Compliance Officer and the Company’s General Counsel for review and, if appropriate or required under the Company’s policies (including the Company’s RPT Policy), submitted to our Nominating Committee for review and disposition.

  41. Indemnification Arrangements with Directors and Executive Officers

    Indemnification Arrangements with Directors and Executive Officers We indemnify our directors and our executive officers to the fullest extent permitted by the laws of Delaware against personal liability in connection with their service to the Company. This indemnification is required under our Amended and Restated Certificate of Incorporation and our Bylaws, and we have entered into agreements with these individuals contractually obligating us to provide this indemnification to them.

  42. Non-Associate Director Compensation Program

    Non-Associate Director Compensation Program On an annual basis, the Compensation Committee and the independent compensation consultant to our Compensation Committee review and evaluate the Company’s compensation program for the non-associate directors. In February 2023, following this review and consideration by the Compensation Committee, it was determined that the average director compensation for the Board was within a competitive range of median for our peer group. As such, the Compensation Committee did not recommend changes to the non-associate director compensation program for Fiscal 2023. Any officer of the Company who is also a director receives no additional compensation for services rendered as a director. The annual cash retainer program for Fiscal 2023 was structured as follows (cash retainers were pro-rated for directors who did not serve the full year during Fiscal 2023):

  43. Non-Associate Director Compensation Program

    | Non-Associate Director Annual Cash Retainer Program | | | Non-associate director | $80,000 |

  44. Non-Associate Director Compensation Program

    | Board Committee Annual Cash Retainer Program | Chair | Member | | Audit Committee | $40,000 | $25,000 | | Compensation Committee | $30,000 | $12,500 | | Nominating Committee, ESG Committee, or Executive Committee | $25,000 | $12,500 |

  45. Non-Associate Director Compensation Program

    Each of the cash retainers is paid quarterly in arrears. In addition to cash retainers, all non-associate directors receive an annual grant of RSUs as follows:

  46. Non-Associate Director Compensation Program

    | Annual Grant of RSUs | | | Grant date fair value(1) | $150,000 |

  47. Non-Associate Director Compensation Program

    (1)Granted on the date of the Company’s annual meeting of stockholders. These RSUs become fully vested on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next regularly scheduled annual meeting of stockholders of the Company after the grant date; in each case, subject to earlier vesting in the event of death or total disability or upon termination of service in connection with a change of control of the Company. The Company also maintains two deferred compensation plans referred to collectively as the “Directors’ Deferred Compensation Plan.” Under the Directors’ Deferred Compensation Plan, a non-associate director may voluntarily elect to defer all or a part of her or his retainers and stock-based incentives the Company would otherwise pay her or him and/or the shares of our Common Stock she or he would otherwise receive upon settlement of her or his RSUs. The amount deferred by a non-associate director under the Directors’ Deferred Compensation Plan is credited to a deferred stock unit account where it is converted into a share equivalent. Dividend equivalents will be credited on the shares of Common Stock credited to a non-associate director’s bookkeeping account (at the same rate as cash dividends are paid in respect of outstanding shares of Common Stock) and converted into a share equivalent. Participating non-associate directors may elect the time of deferral and whether distribution of the deferred amounts will be in the form of a single lump-sum transfer or annual installments. If a non-associate director makes no election, all amounts deferred under the Directors’ Deferred Compensation Plan will be distributed upon termination of service and in a lump sum. Regardless of any election made by a non-associate director, all amounts deferred will be distributed in a single lump sum in the event of a change in control of the Company.

  48. Non-Associate Director Compensation Program

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  49. Non-Associate Director Compensation Program

    All non-associate directors are reimbursed for their expenses for attending meetings of the Board and Board committees and receive the discount on purchases of the Company’s merchandise extended to all Company associates.

  50. Chairperson Compensation

    | Fiscal 2023 Chairperson Compensation | | | Additional Annual Cash Retainer | $100,000 | | Additional Annual Grant of RSUs, Grant date fair value(1) | $100,000 |

  51. Chairperson Compensation

    (1)Granted on the date of the Company’s 2023 Annual Meeting. These RSUs become fully vested on the earlier of (i) the first anniversary of the grant date, (ii) the date of the next regularly scheduled annual meeting of stockholders of the Company after the grant date, or (iii) the first date that Mr. Travis is no longer serving as Chairperson (in such case on a pro-rated basis), and in each case, subject to earlier vesting in the event of death or total disability or upon termination of service in connection with a change of control of the Company.

  52. Fiscal 2023 Director Compensation Table*

    Fiscal 2023 Director Compensation Table* The following table summarizes the compensation paid to, awarded to or earned by, each individual who served as a non-associate director of the Company at any time during Fiscal 2023 for service on the Board.

  53. Fiscal 2023 Director Compensation Table*

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | Kerrii B. Anderson | 133,457 | 150,005 | 283,462 | | Terry L. Burman(2) | 28,791 | — | 28,791 | | Susie Coulter(3) | 105,000 | 150,005 | 255,005 | | Sarah M. Gallagher | 105,000 | 150,005 | 255,005 | | James A. Goldman | 130,000 | 150,005 | 280,005 | | Michael E. Greenlees(2) | 33,290 | — | 33,290 | | Helen E. McCluskey | 135,957 | 150,005 | 285,962 | | Arturo Nuñez(2) | 18,163 | — | 18,163 | | Kenneth B. Robinson | 117,500 | 150,005 | 267,505 | | Nigel Travis | 205,000 | 285,665 | 490,665 | | Helen Vaid | 85,055 | 150,005 | 235,060 |

  54. Fiscal 2023 Director Compensation Table*

    *The aggregate value of the perquisites and other personal benefits received by each of the individuals named in this table for Fiscal 2023 was less than $10,000 and is not included in this table. (1)Fran Horowitz is not included in the table above since, as an officer of the Company, she receives no compensation for her services as a director of the Company. Ms. Horowitz’s compensation is reflected in the “Fiscal 2023 Summary Compensation Table” beginning on page 56 of this Proxy Statement. (2)Each of the current non-associate directors then serving was granted an award of RSUs covering 4,292 shares of Common Stock on June 8, 2023, the date of the 2023 Annual Meeting. The amount of $150,005 included in the total amount shown in this column for each of those directors is reported using the grant date fair value of the award, as computed in accordance with GAAP, of $34.95 per RSU, based upon the closing price of the Company’s Common Stock on the grant date ($34.95) and adjusted for anticipated dividend payments during the one-year vesting period. See “Note 13. Share-Based Compensation” of the Notes to Consolidated Financial Statements included within “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of our Fiscal 2023 Form 10-K for the assumptions used in calculating the amounts shown and information regarding the Company’s share-based compensation. Each award of RSUs granted on the date of the 2023 Annual Meeting remained outstanding at February 3, 2024. Mr. Burman and Mr. Greenlees were not granted an award of RSUs since they both resigned from service as directors of the Company effective on the date of the 2023 Annual Meeting. Mr. Nuñez was not granted an award of RSUs since he was not yet serving as a director of the Company on the date of the 2023 Annual Meeting.

  55. Fiscal 2023 Director Compensation Table*

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  56. Fiscal 2023 Director Compensation Table*

    In connection with his service as Chairperson of the Board, on June 8, 2023, the date of the 2023 Annual Meeting, Mr. Travis was granted RSUs covering an additional 2,862 shares of Common Stock. The amount of $100,027, and included in the total amount shown in this column for Mr. Travis, is reported using the grant date fair value of the award, as computed in accordance with GAAP, of $34.95 per RSU, based upon the closing price of the Company’s Common Stock on the grant date ($34.95) and adjusted for anticipated dividend payments during the vesting period. See “Note 13. Share-Based Compensation” of the Notes to Consolidated Financial Statements included within “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of our Fiscal 2023 Form 10-K for the assumptions used in calculating the amount shown and information regarding the Company’s share-based compensation. This award of RSUs granted to Mr. Travis on the date of the 2023 Annual Meeting remained outstanding at February 3, 2024. In connection with his appointment as Chairperson of the Board on January 28, 2023, on March 27, 2023, Mr. Travis was also granted an additional award of RSUs, with the market value of the shares of Common Stock underlying this grant being equal to $100,000 on the grant date, pro-rated for the period from January 28, 2023 through the date of the 2023 Annual Meeting. These RSUs, with an approximate market value of $35,633 covering an additional 1,414 shares of Common Stock, vested on the date of the 2023 Annual Meeting. The aggregate number of RSUs outstanding as of February 3, 2024 held by each individual who served as a non-associate director of the Company at any time during Fiscal 2023 is provided under the table captioned “Directors’ Outstanding RSUs” below. (3)Ms. Coulter deferred her entire Fiscal 2023 cash retainer pursuant to the Directors’ Deferred Compensation Plan. The deferred portion of Ms. Coulter’s retainer is included in the amount shown in the “Fees Earned or Paid in Cash” column.

  57. Directors’ Outstanding RSUs

    Directors’ Outstanding RSUs The following table summarizes outstanding RSUs as of February 3, 2024 held by each individual who served as a non-associate director of the Company at any time during Fiscal 2023.

  58. Directors’ Outstanding RSUs

    | Name(1) | Number of Outstanding RSUs | | Kerrii B. Anderson | 4,292 | | Terry L. Burman | — | | Susie Coulter | 4,292 | | Sarah M. Gallagher | 4,292 | | James A. Goldman | 4,292 | | Michael E. Greenlees | — | | Helen E. McCluskey | 4,292 | | Arturo Nuñez | — | | Kenneth B. Robinson | 4,292 | | Nigel Travis | 7,154 | | Helen Vaid | 4,292 |

  59. Directors’ Outstanding RSUs

    (1)Fran Horowitz is not included in the table above since, as an officer of the Company, she receives no compensation for her services as a director of the Company. Ms. Horowitz’s compensation is reflected in the “Fiscal 2023 Summary Compensation Table” beginning on page 56 of this Proxy Statement.

  60. Directors’ Outstanding RSUs

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  61. Compensation Program Changes in Fiscal 2023 and 2024

    Compensation Program Changes in Fiscal 2023 and 2024 Since Fiscal 2022, the annual cash incentive program has included Net Sales on a constant currency basis (“Constant Currency Net Sales”)(1) to promote a healthy emphasis on top-line growth. Including a sales-related performance metric in both the short-term and long-term incentive plans reinforces management’s commitment to growing our business in the near-term, while simultaneously positioning the Company for successful long-term growth. Furthermore, for Fiscal 2023, the Committee increased the weighting of Constant Currency Net Sales from 20% to 30% and commensurately reduced the Adjusted EBIT(1) metric weighting from 80% to 70%. The Committee believes this change has created the appropriate balance of incentives for top- and bottom-line growth and, accordingly, determined not to make any changes to the annual cash incentive program metrics for Fiscal 2024. For Fiscal 2024, in order to better align the annual cash incentive program with business shifts yielding a more profitable and higher-volume Spring season and provide for more balance between selling seasons, the Committee adjusted the seasonal weighting for the annual cash incentive program to 40% for Spring and 60% for Fall, from 30% and 70%, respectively. The Committee did not make any changes to the long-term equity incentive program for Fiscal 2023 or 2024. The following table summarizes our incentive-based compensation programs for Fiscal 2022, 2023, and 2024.

  62. Compensation Program Changes in Fiscal 2023 and 2024

    | Program | Feature | Fiscal 2022 Design | Fiscal 2023 Design | Fiscal 2024 Design | | Annual Cash Incentive Program | Metric | Adjusted EBIT (80%) Constant Currency Net Sales (20%) | Adjusted EBIT (70%) Constant Currency Net Sales (30%) | Adjusted EBIT (70%) Constant Currency Net Sales (30%) | | | Seasonal Weighting | 30% Spring 70% Fall | 30% Spring 70% Fall | 40% Spring 60% Fall | | Long-Term Equity Incentive Awards | Vehicle Mix | PSAs (50%) RSUs (50%) | PSAs (50%) RSUs (50%) | PSAs (50%) RSUs (50%) | | | Equally-Weighted PSA Metrics | Avg. Net Sales Growth Rate Avg. Adjusted EBIT Margin(1) Relative TSR | Avg. Net Sales Growth Rate Avg. Adjusted EBIT Margin(1) Relative TSR | Avg. Net Sales Growth Rate Avg. Adjusted EBIT Margin(1) Relative TSR | | | TSR Comparators | Compensation peer group | Compensation peer group(2) | Compensation peer group |

  63. Summary of Fiscal 2023 Compensation Program

    | Element | Purpose | Metric | | Base Salary | Fixed annual cash compensation to attract and retain executive officers | Established after review of base salaries for executive officers at companies in our compensation peer group and the performance of each of our NEOs | | Annual Cash Incentive Program | Performance-based variable pay that delivers cash incentives when the Company meets or exceeds key financial results | Based on an assessment of Adjusted EBIT (weighted at 70%) and Constant Currency Net Sales (weighted at 30%) against pre-established goals (with performance measured on a seasonal basis, meaning that goals are weighted 30% for Spring and 70% for Fall) | | Long-Term Equity Incentive Awards | Performance-based and service-based equity compensation to reward our executive officers for a balanced combination of the Company meeting or exceeding key financial results and creating long-term stockholder value | 50% performance-based PSAs that measure a three-year period spanning Fiscal 2023 to Fiscal 2025 and are based on the following metrics and weightings: •33.33% on Avg. Net Sales Growth Rate •33.33% on Avg. Adjusted EBIT Margin •33.34% on Relative TSR 50% service-based RSUs that vest in equal installments over three years from the grant date |

  64. Pay-for-Performance Culture and Summary of Fiscal 2023 Results

    Summary of Fiscal 2023 Annual Cash Incentive Program As in prior years, the total annual cash incentive program for Fiscal 2023 was weighted 30% for Spring performance and 70% for Fall performance. This seasonal design allows the Committee to establish performance targets that align to the seasonal nature of our business, and, as appropriate, that correspond to an updated mid-year budget. In February 2023, the Committee approved rigorous Spring season performance targets and established preliminary performance targets for the Fall season. In August 2023, the Committee again reviewed the preliminary Fall season goals and approved them as the final Fall season performance targets. Exceptional performance on both the Adjusted EBIT and Constant Currency Net Sales metrics resulted in payouts at maximum for both the Spring and Fall performance seasons. The Company delivered annual sales of $4.28 billion in Fiscal 2023, reaching its 2025 Always Forward Plan sales targets two years ahead of schedule. The above-described performance resulted in a total payout of 200% for the Fiscal 2023 annual cash incentive program, as follows:

  65. Pay-for-Performance Culture and Summary of Fiscal 2023 Results

    | Fiscal 2023 Annual Cash Incentive Program Achievement | Metric | Metric Payout % | Total Payout % | | Spring (30% weighting) | Adjusted EBIT (70%) | 200% | 200% | | | Constant Currency Net Sales (30%) | 200% | | | Fall (70% weighting) | Adjusted EBIT (70%) | 200% | 200% | | | Constant Currency Net Sales (30%) | 200% | | | Weighted Average | | 200 | |

  66. Pay-for-Performance Culture and Summary of Fiscal 2023 Results

    Summary of Fiscal 2021 to Fiscal 2023 PSAs In 2021, the Committee granted PSAs to our NEOs based on equally-weighted achievement of Net Sales Growth Rate, Average Adjusted EBIT Margin, and Relative TSR over the three-year performance period that concluded in Fiscal 2023. •Strong long-term performance execution over the performance period drove share price performance that resulted in Relative TSR at the 100th percentile. •Robust financial performance also drove our maximum payout with Net Sales Growth Rate of 7.6% exceeding the pre-established target (4.0%) and maximum (6.5%). •Average Adjusted EBIT Margin was achieved at 8.0%, which also surpassed the target (5.0%) and maximum (6.5%).

  67. Key Objectives of the Compensation Program

    | • | • | • | | Drive high performance to achieve financial goals and create long-term stockholder value | Reflect our strong team-based culture | Provide compensation opportunities that are competitive with those offered by similar specialty retailers and other companies that we compete with for high caliber executive talent |

  68. Compensation Program Best Practices

    | Practices We AvoidX | | Excise Tax Gross-Up PaymentsX | | None of the NEOs are entitled to gross-up payments in the event that any payments or benefits provided to the NEO by us are subject to the golden parachute excise tax under Sections 280G and 4999 of the Internal Revenue Code. | | Derivatives or Hedging of Equity SecuritiesX | | We prohibit associates (including the NEOs) and directors from engaging in hedging transactions with respect to any equity securities of the Company held by them. | | Pledging of Equity SecuritiesX | | We prohibit associates (including the NEOs) and directors from pledging any equity securities of the Company held by them. | | Liberal Stock Option or SAR Recycling ProvisionsX | | No liberal share recycling of shares of Common Stock withheld by the Company (or tendered by an associate) to cover taxes related to stock options or SARs. | | Multi-Year Employment Agreements with NEOsX | | We do not have employment agreements with any of our NEOs that guarantee employment. | | Modification of Out-of-the-Money Stock Options or SARsX | | We prohibit “repricing” of stock options or SARs and any other modification of out-of-the-money awards without stockholder approval. | | Dividend Equivalents on Certain Equity AwardsX | | We do not pay dividend equivalents on stock options and unvested RSUs. |

  69. BASE SALARY

    BASE SALARY We provide a base salary to each NEO to deliver a fixed component of compensation that reflects the NEO’s position and responsibilities. The Committee reviews the base salaries of our NEOs annually in the first quarter of the fiscal year, with additional reviews occurring on an as-needed basis upon significant changes to an individual’s role. The Committee determines NEOs’ base salaries based on a number of factors, including the individual’s current base salary, job responsibilities, internal pay equity considerations, impact on development and achievement of business strategy, labor market compensation data, individual performance relative to job requirements, the Company’s ability to attract and retain critical executive officers, and base salaries for comparable positions within a compensation peer group. The Committee established Fiscal 2023 base salaries after considering market data published by the companies in the peer group described below and surveys published by Equilar. For Fiscal 2023, the Committee approved increases to the base salaries ranging from 3.2% to 4.1% for all NEOs, except for Ms. Horowitz and Ms. Scott, for whom no changes were made. Base salaries in effect at the end of Fiscal 2022 and Fiscal 2023 are reflected in the table below.

  70. ANNUAL CASH INCENTIVE PROGRAM

    ANNUAL CASH INCENTIVE PROGRAM

  71. Overview

    Overview We provide annual cash incentive award opportunities to certain of our eligible associates, including the NEOs, under the Amended and Restated Abercrombie & Fitch Co. Short-Term Cash Incentive Compensation Performance Plan (the “Short-Term Cash Incentive Plan”). The Committee approved annual incentive target opportunities as a percentage of base salary for the NEOs in March 2023. Each NEO is eligible to receive an award opportunity established as a percentage of base salary. Maximum award opportunities historically have been capped at two times target levels. Potential award opportunities and actual payouts for the NEOs in Fiscal 2023 are detailed below. Target amounts are determined commensurate with the NEO’s role with the Company, her or his performance, market pay data, and considerations of the competitiveness of her or his overall compensation package. The cash incentive awards received by the NEOs are listed in the “Fiscal 2023 Summary Compensation Table” beginning on page 56 of this Proxy Statement in the column captioned “Non-Equity Incentive Plan Compensation.”

  72. Measurement of Annual Cash Incentive Program

    Measurement of Annual Cash Incentive Program For Fiscal 2023, the Committee increased the weighting of the Constant Currency Net Sales metric to the annual cash incentive program from 20% to 30%, and commensurately reduced the weighting of Adjusted EBIT from 80% to 70%. The increased weighting of the Constant Currency Net Sales metric reinforces management’s commitment to growing the business in the near-term, while simultaneously emphasizing profitable growth. The Committee seeks to establish threshold, target, and maximum goals for the annual cash incentive plan that are rigorous and reflect the underlying operating environment. As described above, at the beginning of Fiscal 2023, the Committee approved rigorous Spring season performance targets and established preliminary performance targets for the Fall season. In August 2023, the Committee again reviewed the preliminary Fall season goals and approved them as the final Fall season performance targets.

  73. Measurement of Annual Cash Incentive Program

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  74. Fiscal 2023 Achievement

    | Fiscal 2023 Goals and Achievement | Metric | Threshold ($MM) | Target ($MM) | Maximum ($MM) | Actual ($MM) | Payout Percentage | Total Payout Percentage | | Spring 2023 (30% weighting) | Adjusted EBIT (70%) | $(2) | $48 | $90 | $153 | 200% | 200% | | | Constant Currency Net Sales (30%) | $1,600 | $1,670 | $1,735 | $1,771 | 200% | | | Fall 2023 (70% weighting) | Adjusted EBIT (70%) | $122 | $229 | $283 | $424 | 200% | 200% | | | Constant Currency Net Sales (30%) | $2,100 | $2,230 | $2,285 | $2,509 | 200% | | | Weighted Average | | | | | | | 200% |

  75. Determination of Fiscal 2023 NEO Award Amounts

    | NEO | Target Award (% of Base Salary) | Actual Payout (% of Target) | Actual Payout | | Fran Horowitz | 175% | 200% | $4,725,000 | | Scott D. Lipesky | 110% | 200% | $1,704,528 | | Kristin Scott | 150% | 200% | $2,925,000 | | Samir Desai | 100% | 200% | $1,400,000 | | Gregory J. Henchel | 75% | 200% | $960,000 |

  76. Amendment of Short-Term Cash Incentive Plan

    Amendment of Short-Term Cash Incentive Plan Effective March 10, 2024, the Board adopted and approved an amendment and restatement of the Short-Term Cash Incentive Plan (as so amended, the “A&R Short-Term Cash Incentive Plan”) in order to increase (i) the maximum potential target opportunity from 175% to 200% of base salary; and (ii) the maximum dollar amount that may be paid to any participant in any fiscal year from $5,000,000 to $6,500,000. These changes were adopted to ensure our continued ability to provide market competitive short-term cash incentive opportunities.

  77. Amendment of Short-Term Cash Incentive Plan

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  78. LONG-TERM EQUITY INCENTIVES

    LONG-TERM EQUITY INCENTIVES We provide long-term equity incentive awards to our NEOs to balance the short-term focus of the annual cash incentive program by tying a significant portion of total compensation to performance achieved by the Company over multi-year periods. While the annual cash incentive program rewards the NEOs for the achievement of annual financial goals, the long-term equity incentive awards encourage the NEOs to deliver long-term financial results and to create and sustain stockholder value over longer periods of time. The structure and design of our long-term equity incentive awards are designed to directly link the value of the awards granted to the NEOs with the Company’s long-term financial performance and increases in stockholder value.

  79. Award Mix

    | Fiscal 2023 Long-Term Equity Incentive Award Mix | | | PSAs | 50% | | Service-based RSUs | 50% |

  80. Fiscal 2023 Long-Term Equity Incentive Award Opportunities

    Fiscal 2023 Long-Term Equity Incentive Award Opportunities Each NEO’s annual equity grant is determined based on her or his performance, market pay data, and considerations of the competitiveness of her or his overall compensation package. Based on these factors, for Fiscal 2023 the Committee determined to grant long-term equity incentive awards to the NEOs with the aggregate grant date fair value shown below.

  81. Fiscal 2023 Long-Term Equity Incentive Award Opportunities

    | NEO | 2023 Target Long-Term Equity Incentive Award | | Fran Horowitz | $8,872,572 | | Scott D. Lipesky | $2,150,921 | | Kristin Scott | $3,226,412 | | Samir Desai | $2,150,921 | | Gregory J. Henchel | $752,862 |

  82. Performance Share Award Measurement

    Performance Share Award Measurement The PSAs granted by the Committee in Fiscal 2023 measure a mix of sales growth (Average Net Sales Growth Rate), profitability (Average Adjusted EBIT Margin), and shareholder return performance (Relative Total Shareholder Return) over a three-year performance period spanning Fiscal 2023 to Fiscal 2025, as shown below. The Committee selected these metrics for Fiscal 2023 as they represent key areas of long-term strategic growth for the Company and align compensation with long-term shareholder value.

  83. Performance Share Award Measurement

    | Fiscal 2023 to 2025 PSA Metrics | Weighting | | Avg. Net Sales Growth Rate | 33.33% | | Avg. Adjusted EBIT Margin | 33.33% | | Relative TSR vs. compensation peer group | 33.34% |

  84. Performance Share Award Measurement

    In support of our pay-for-performance philosophy, the Committee sought to set aggressive goals for the Fiscal 2023 PSAs. In March 2023, the Committee set PSA metrics requiring that, in order to achieve a target payout, the Company must deliver challenging

  85. Performance Share Award Measurement

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  86. Performance Share Award Measurement

    sales growth and average Adjusted EBIT Margin in line with our 2025 Always Forward Plan, and three-year Relative TSR that exceeds the 55th percentile of the compensation peer group. We believe these challenging performance goals will guide the execution of our updated operating playbook, and, if achieved, will create value for our stockholders. The number of PSAs earned will depend on the Company’s level of achievement with respect to each equally-weighted metric (Avg. Net Sales Growth Rate, Avg. Adjusted EBIT Margin, and Relative TSR performance), ranging from 25% of target for performance at threshold to 200% of target for performance at maximum. No PSAs will be earned if performance falls below the threshold level of performance for all three metrics. If the performance level falls between threshold and target or between target and maximum, the level of payout is determined through linear interpolation. Payout for the 1/3 portion of the PSAs that measure Relative TSR performance is capped at target if absolute TSR is negative across the three-year performance period (even if relative performance versus our peers is above the target level), to ensure that awards align pay for the NEOs with value creation for our stockholders. When deemed appropriate, the Committee considers any unusual circumstances that are likely to have a material impact on PSA performance measures as it sets the relevant targets after considering input from the Committee’s independent advisors as well as the other independent directors and management of the Company. We repurchase shares of our Common Stock from time to time, dependent on market and business conditions, with the objectives of returning excess cash to stockholders and offsetting dilution from issuances of Common Stock associated with the exercise of associate SARs and the vesting of RSUs that occur during the year. We do not believe that share repurchases have had a material impact on the level of achievement with respect to the Relative TSR performance measures associated with our PSA awards and the repurchases did not affect the manner in which the Committee set the relevant targets for awards granted under our long-term equity incentive programs or the determination of whether such targets were achieved.

  87. Completed and Outstanding Performance Share Award Cycles

    Completed and Outstanding Performance Share Award Cycles The final measurement period for the Fiscal 2021 to Fiscal 2023 PSA cycle was completed as of the end of Fiscal 2023. A summary of the Average Net Sales Growth Rate, Average Adjusted EBIT Margin, and Relative TSR achievement and payout for the Fiscal 2021 to Fiscal 2023 PSAs is presented below:

  88. Completed and Outstanding Performance Share Award Cycles

    | Fiscal 2021 to Fiscal 2023 PSA Achievement | Threshold | Target | Maximum | Actual | Payout Percentage | | Avg. Net Sales Growth Rate (33.33% weighting) | 2.0% | 4.0% | 6.5% | 7.6% | 200% | | Avg. Adjusted EBIT Margin (33.33% weighting) | 3.0% | 5.0% | 6.5% | 8.0% | 200% | | Relative TSR vs. Compensation Peer Group (33.34% weighting) | 30TH PERCENTILE | 55TH PERCENTILE | 80TH PERCENTILE | 100TH PERCENTILE | 200% | | Weighted Average | | | | | 200% |

  89. Completed and Outstanding Performance Share Award Cycles

    Performance periods associated with the outstanding Fiscal 2022 to Fiscal 2024 and Fiscal 2023 to Fiscal 2025 PSA cycles have not been completed. We will continue to evaluate performance for these awards based on the goals that were established at the time of grant. A summary of trending performance (as of the end of Fiscal 2023) for the Fiscal 2022 and Fiscal 2023 PSA grants is shown below:

  90. Completed and Outstanding Performance Share Award Cycles

    | Performance Period | Avg. Net Sales Growth Rate Tranche | Avg. Adjusted EBIT Margin Tranche | Relative TSR Tranche | | Fiscal 2022 to Fiscal 2024 | Between target and maximum | Between target and maximum | At maximum | | Fiscal 2023 to Fiscal 2025 | At maximum | At maximum | At maximum |

  91. Restricted Stock Units

    Restricted Stock Units Service-based RSUs granted to the NEOs in Fiscal 2023 vest in three equal installments over a three-year period, beginning on the first anniversary of the grant date, subject to continued employment.

  92. Restricted Stock Units

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  93. APPROVED COMPENSATION DESIGN CHANGES FOR FISCAL 2024

    APPROVED COMPENSATION DESIGN CHANGES FOR FISCAL 2024 For Fiscal 2024, in order to better align the annual cash incentive program with business shifts yielding a more profitable and higher-volume Spring season, and provide for more balance between selling seasons, the Committee adjusted the seasonal weighting for the annual cash incentive program to 40% for Spring and 60% for Fall, from 30% and 70%, respectively. The Committee did not make any changes to the long-term equity incentive program for Fiscal 2024.

  94. EQUITY GRANT POLICY

    EQUITY GRANT POLICY The Committee follows an Equity Grant Policy pursuant to which the Committee reviews and approves individual grants for the NEOs, as well as the total number of shares covered by PSAs, RSUs and, if applicable, SARs granted to all associates. The annual equity grants typically are reviewed and approved at the Committee’s regular meeting during the first quarter of the fiscal year, although sign-on equity awards are generally approved by the Committee at the time an executive officer commences employment with the Company. The grant date for the annual equity grants is the date of the Committee meeting at which they are approved. Administration of PSA, RSU, and SAR awards is managed by the Company’s human resources department with specific instructions related to the timing of grants given by the Committee.

  95. 2023 Compensation Peer Group

    2023 Compensation Peer Group The Company considers data from a compensation peer group to better understand market pay levels and competitive pay practices for the NEOs and non-associate directors. The Committee reviews the compensation peer group periodically and, where appropriate, adjusts the compensation peer group to ensure robust market comparisons. The compensation peer group includes companies in the retail and apparel space of a comparable size. For purposes of determining comparable size, preference is given to revenue (as compared to market capitalization) given the ongoing volatility of market values in the retail sector. Additionally, we give preference to companies that are key talent competitors, have a mall-centric store strategy, have a significant e-commerce business, and have material international operations. At the time the compensation peer group was determined for Fiscal 2023, our revenues approximated the median of the compensation peer group. In addition to the peer group companies’ public proxy statement-disclosed information, we also reference Equilar survey data for the compensation peer group companies that participate in Equilar’s surveys when establishing pay levels. For each of our NEOs for whom we consider Equilar survey data, we reference data for positions that have similar responsibilities to those of our NEOs. The Committee reviewed the compensation peer group during Fiscal 2022 and no changes were made. The peer retail companies used by the Committee in determining the “competitive market” with respect to Fiscal 2023 compensation decisions are included in the table below.

  96. 2023 Compensation Peer Group

    | Fiscal 2023 Compensation Peer Group Companies | | | | American Eagle Outfitters, Inc. | Fossil Group, Inc. | Tapestry, Inc. | | Capri Holdings Limited | Guess? Inc. | The Children’s Place, Inc. | | Carter’s, Inc. | Levi Strauss & Co. | Urban Outfitters, Inc. | | Chico’s FAS, Inc. | lululemon athletica inc. | Victoria’s Secret & Co. | | Express, Inc. | Ralph Lauren Corporation | |

  97. 2023 Compensation Peer Group

    The Committee reviewed the compensation peer group during Fiscal 2023 and approved the addition of Aritzia Inc. to the group for Fiscal 2024.

  98. 2023 Compensation Peer Group

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  99. EXECUTIVE SEVERANCE AGREEMENTS AND CHANGE-IN-CONTROL BENEFITS

    EXECUTIVE SEVERANCE AGREEMENTS AND CHANGE-IN-CONTROL BENEFITS The Committee carefully considers the use and conditions of employment agreements. The Committee recognizes that, in certain circumstances, formal written employment agreements are necessary in order to successfully recruit and retain senior executive officers. Consistent with this approach, in connection with their commencement of employment with the Company, each of the NEOs entered into an offer letter with the Company that provided for certain benefits upon termination of employment and/or upon a change in control of the Company. The Committee believed that it was in the best interest of the Company to enter into these offer letters as a means of securing the employment of each of these individuals. Each of the NEOs has also entered into an executive severance agreement with the Company (collectively, the “Severance Agreements”). In addition, all associates who participate in the Company’s stock-based compensation plans, including the NEOs, are entitled to certain benefits in the event of termination due to death or disability or in connection with a change of control as set forth in the plan documents for the Company’s stock-based compensation plans. The terms and conditions of these arrangements are discussed in further detail in the section captioned “Potential Payments Upon Termination or Change of Control” beginning on page 63. Discussion of the terms of the Severance Agreements appears later in this Proxy Statement in the section captioned “Potential Payments Upon Termination or Change of Control” beginning on page 63.

  100. CLAWBACK POLICY

    CLAWBACK POLICY In Fiscal 2023, the Committee adopted a new incentive compensation recoupment policy. Our policy complies with the rules required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC, and the NYSE. This policy provides for the mandatory recoupment of erroneously awarded incentive-based compensation in the event of an accounting restatement. In addition our policy includes enhanced, voluntary provisions that apply to cash and equity-based incentive compensation paid to our executive officers. The Committee will determine if a cause related clawback trigger exists, and will determine the amount of compensation that should be repaid or forfeited. The cause related triggers are defined as: •a material failure to comply with the policies and procedures of the Company; •commission of a felony, willful misconduct, or breach of a fiduciary duty, in each case in connection with such executive officer’s services to the Company; •commission of an act of fraud, embezzlement, or misappropriation with respect to the Company; or •breach of any restrictive covenant to which such executive officer is subject pursuant to any employment agreement or applicable policy of the Company. In addition, each of the plans pursuant to which annual and long-term incentive compensation is or will be paid to our executive officers (i.e., the Short-Term Cash Incentive Plan, the Abercrombie & Fitch Co. Long-Term Cash Incentive Compensation Performance Plan, and the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates (the “2016 Associates LTIP”)) includes a stringent “clawback” provision, which allows us to seek repayment of any incentive amounts that were erroneously paid. Each of the plans provides that if (i) a participant (including one or more NEOs) has received payments under the plan pursuant to the achievement of a performance goal and (ii) the Committee determines that the earlier determination as to the achievement of the performance goal was based on incorrect data and in fact the performance goal had not been achieved or had been achieved to a lesser extent than originally determined and a portion of such payment would not have been made given the correct data, then such portion of any such payment made to the participant must be repaid by such participant to us, without any requirement of misconduct on the part of the participant. In addition, each of the above plans includes a clawback provision to allow the Committee to clawback payouts under additional circumstances and as permitted by applicable law, including pursuant to any clawback policies that may be adopted or implemented from time to time by the Board or the Committee.

  101. FISCAL 2023 SUMMARY COMPENSATION TABLE

    FISCAL 2023 SUMMARY COMPENSATION TABLE The table below summarizes the compensation paid to, awarded to, or earned by our NEOs for Fiscal 2023, Fiscal 2022 and Fiscal 2021.

  102. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($)(6) | | Fran Horowitz | 2023 | 1,401,923 | — | 8,872,572 | 4,725,000 | — | 35,859 | 15,035,354 | | Chief Executive Officer | 2022 | 1,340,385 | — | 8,223,426 | 1,438,763 | 2,618 | 28,965 | 11,034,157 | | | 2021 | 1,300,000 | — | 7,470,357 | 4,040,400 | 12,557 | 28,085 | 12,851,399 | | Scott D. Lipesky | 2023 | 823,077 | — | 2,150,921 | 1,704,528 | — | 20,521 | 4,699,047 | | Executive Vice President, Chief Financial Officer and Chief Operating Officer | 2022 | 770,192 | — | 1,869,023 | 471,975 | 2,035 | 18,391 | 3,131,616 | | | 2021 | 730,769 | — | 1,641,852 | 1,332,000 | 6,916 | 18,054 | 3,729,591 | | Kristin Scott | 2023 | 1,012,500 | — | 3,226,412 | 2,925,000 | — | 34,630 | 7,198,542 | | Former President, Global Brands and Managing Director, Americas(7) | 2022 | 970,192 | — | 3,203,950 | 890,663 | 2,698 | 27,918 | 5,095,421 | | | 2021 | 945,192 | — | 3,283,704 | 2,109,000 | 11,794 | 23,039 | 6,372,729 | | Samir Desai | 2023 | 696,154 | — | 2,150,921 | 1,400,000 | — | 100,047 | 4,347,122 | | Executive Vice President, Chief Digital and Technology Officer | 2022 | 670,192 | — | 1,441,788 | 411,075 | — | 54,687 | 2,577,742 | | | 2021 | 325,000 | 600,000 | 2,315,409 | 621,600 | — | 100,997 | 3,963,006 | | Gregory J. Henchel | 2023 | 659,808 | — | 752,862 | 960,000 | — | 6,820 | 2,379,490 | | Executive Vice President, General Counsel and Corporate Secretary | 2022 | 612,115 | — | 694,247 | 280,901 | — | 6,447 | 1,593,710 | | | 2021 | 595,192 | — | 656,741 | 799,200 | — | 4,335 | 2,055,468 |

  103. FISCAL 2023 SUMMARY COMPENSATION TABLE

    (1)The amount shown in this column for Mr. Desai in Fiscal 2021 reflects a sign-on bonus payment of $600,000. Cash bonus payments that are contingent on achieving pre-established and communicated goals, including payments under the Company’s annual cash incentive program, appear in the column titled “Non-Equity Incentive Plan Compensation.” (2)The amounts shown in this column represent the grant date fair value of the PSAs and RSUs granted to each NEO, computed in accordance with FASB ASC Topic 718 using the assumptions described in “Note 13. Share-Based Compensation” of the Notes to the Consolidated Financial Statements included within “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of our Fiscal 2023 Form 10-K. The actual number of PSAs and RSUs granted in Fiscal 2023 to each NEO is shown in the “Fiscal 2023 Grants of Plan-Based Awards” table on page 58 of this Proxy Statement. Pursuant to applicable SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The amounts reported in this column reflect the accounting cost for these awards and do not necessarily correspond to the actual economic value that may be received by the NEOs. The maximum grant date fair value related to the PSAs granted in Fiscal 2023 (the NEOs can earn from 0% to 200% of target) was as follows:

  104. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | Name | Maximum Grant Date Fair Value ($) | | Fran Horowitz | 4,747,553 | | Scott D. Lipesky | 1,150,919 | | Kristin Scott | 1,726,395 | | Samir Desai | 1,150,919 | | Gregory J. Henchel | 402,843 |

  105. FISCAL 2023 SUMMARY COMPENSATION TABLE

    (3)The annual cash incentive compensation award for Fiscal 2021 for Mr. Desai was pro-rated based on his July 19, 2021 hire date.

  106. FISCAL 2023 SUMMARY COMPENSATION TABLE

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  107. FISCAL 2023 SUMMARY COMPENSATION TABLE

    (4)The amounts shown in this column for Fiscal 2022 and Fiscal 2021 represent the above-market earnings on the NEOs’ respective NSSR Plan balances. (5)The amounts shown in this column included the following for Fiscal 2023:

  108. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | NEO | Company Contributions to 401(k) Plan ($)(a) | Life and Long-Term Disability Insurance Premiums Paid ($)(b) | Commuting/Housing Costs ($)(c) | Total ($) | | Fran Horowitz | 19,018 | 16,841 | | 35,859 | | Scott D. Lipesky | 17,393 | 3,128 | | 20,521 | | Kristin Scott | 21,661 | 12,969 | | 34,630 | | Samir Desai | 23,192 | 1,855 | 75,000 | 100,047 | | Gregory J. Henchel | 0 | 6,820 | | 6,820 |

  109. FISCAL 2023 SUMMARY COMPENSATION TABLE

    (a)For each NEO, the amount shown in this column represents the aggregate amount of Company matching contributions to her or his accounts under the Company’s 401(k) Plan during Fiscal 2023. (b)For each NEO, the amount shown in this column represents life and long-term disability insurance premiums paid for by the Company during Fiscal 2023. (c)This amount reflects a stipend for commuting and housing costs, including airfare, ground transportation, and housing expenses for Mr. Desai, who commutes from his home to our headquarters in New Albany, Ohio. (6)The amounts shown in this column for each fiscal year may differ from the sum of the amounts shown in the other columns for such fiscal year due to the rounding convention used. (7)Ms. Scott departed the Company on March 30, 2024, subsequent to the end of Fiscal 2023.

  110. FISCAL 2023 SUMMARY COMPENSATION TABLE

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  111. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

  112. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value per Share of Stock Awards ($) | Grant Date Fair Value of Stock Awards ($)(3) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Fran Horowitz | Fiscal 2023 | 590,625 | 2,362,500 | 4,725,000 | | | | | | | | | 3/7/2023 | | | | | | | 145,452 | 28.36 | 4,125,019 | | | 3/7/2023 | | | | — | 145,452 | 290,904 | | 32.64 | 4,747,553 | | Scott D. Lipesky | Fiscal 2023 | 213,066 | 852,264 | 1,704,528 | | | | | | | | | 3/7/2023 | | | | | | | 35,261 | 28.36 | 1,000,002 | | | 3/7/2023 | | | | — | 35,261 | 70,522 | | 32.64 | 1,150,919 | | Kristin Scott(4) | Fiscal 2023 | 365,625 | 1,462,500 | 2,925,000 | | | | | | | | | 3/7/2023 | | | | | | | 52,892 | 28.36 | 1,500,017 | | | 3/7/2023 | | | | — | 52,892 | 105,784 | | 32.64 | 1,726,395 | | Samir Desai | Fiscal 2023 | 175,000 | 700,000 | 1,400,000 | | | | | | | | | 3/7/2023 | | | | | | | 35,261 | 28.36 | 1,000,002 | | | 3/7/2023 | | | | — | 35,261 | 70,522 | | 32.64 | 1,150,919 | | Gregory J. Henchel | Fiscal 2023 | 120,000 | 480,000 | 960,000 | | | | | | | | | 3/7/2023 | | | | | | | 12,342 | 28.36 | 350,019 | | | 3/7/2023 | | | | — | 12,342 | 24,684 | | 32.64 | 402,843 |

  113. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    (1)These columns show the potential cash payouts under the Company’s Short-Term Cash Incentive Plan for Fiscal 2023. These estimated future payouts reflect the full annualized amounts. Refer to the discussion beginning at page 45 of this Proxy Statement for the performance metrics related to the annual cash incentive program for Fiscal 2023. If threshold performance was not satisfied, then the payouts for all associates, including the NEOs, would be zero. (2)Represents the threshold, target, and maximum number of PSAs granted under the Company’s 2016 Associates LTIP, which could be earned depending upon the Company’s achievement against the three-year performance metrics of Avg. Net Sales Growth Rate, Avg. Adjusted EBIT Margin, and Relative TSR compared to the compensation peer group. (3)Represents the grant date fair value of the RSU or PSA, as appropriate. The grant date fair values for service-based RSUs and performance-based PSAs are calculated using the closing price of the Company’s Common Stock on the grant date. The grant date fair values for market-based PSAs are based on the probable outcome of the performance conditions and are calculated using a Monte Carlo simulation. (4)Subsequent to fiscal year end and in connection with Ms. Scott’s departure from the Company on March 30, 2024, certain awards were forfeited or prorated in accordance with terms of the grants as discussed in the “Potential Payments Upon Termination or Change in Control” section starting on page 63 of this Proxy Statement.

  114. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

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  115. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

  116. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | | Stock Awards | | | | | | Name | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Fran Horowitz | 3/23/2021 | 35,793(3) | 3,918,260 | | | | | 3/23/2021 | 214,758(2) | 23,509,558 | | | | | 3/22/2022 | 80,034(3) | 8,761,322 | | | | | 3/22/2022 | | | 240,100(4) | 26,283,747 | | | 3/7/2023 | 145,452(3) | 15,922,630 | | | | | 3/7/2023 | | | 290,904(5) | 31,845,261 | | Scott D. Lipesky | 3/23/2021 | 7,867(3) | 861,200 | | | | | 3/23/2021 | 47,200(2) | 5,166,984 | | | | | 3/22/2022 | 18,190(3) | 1,991,259 | | | | | 3/22/2022 | | | 54,570(4) | 5,973,778 | | | 3/7/2023 | 35,261(3) | 3,860,022 | | | | | 3/7/2023 | | | 70,522(5) | 7,720,043 | | Kristin Scott(6) | 3/23/2021 | 15,734(3) | 1,722,401 | | | | | 3/23/2021 | 94,400(2) | 10,333,968 | | | | | 3/22/2022 | 31,182(3) | 3,413,494 | | | | | 3/22/2022 | | | 93,546(4) | 10,240,481 | | | 3/7/2023 | 52,892(3) | 5,790,087 | | | | | 3/7/2023 | | | 105,784(5) | 11,580,174 | | Samir Desai | 8/18/2021 | 9,221(3) | 1,009,423 | | | | | 8/18/2021 | 5,533(3) | 605,698 | | | | | 8/18/2021 | 33,196(2) | 3,633,966 | | | | | 3/22/2022 | 14,032(3) | 1,536,083 | | | | | 3/22/2022 | | | 42,096(4) | 4,608,249 | | | 3/7/2023 | 35,261(3) | 3,860,022 | | | | | 3/7/2023 | | | 70,522(5) | 7,720,043 | | Gregory J. Henchel | 3/23/2021 | 3,147(3) | 344,502 | | | | | 3/23/2021 | 18,880(2) | 2,066,794 | | | | | 3/22/2022 | 6,757(3) | 739,689 | | | | | 3/22/2022 | | | 20,270(4) | 2,218,957 | | | 3/7/2023 | 12,342(3) | 1,351,079 | | | | | 3/7/2023 | | | 24,684(5) | 2,702,157 |

  117. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    See footnotes to the “Outstanding Equity Awards at Fiscal 2023 Year-End” table on the following page.

  118. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

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  119. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    (1)Market value represents the product of the closing price of a share of the Company’s Common Stock on February 2, 2024 (the last business day of Fiscal 2023), which was $109.47, multiplied by the number of RSUs or PSAs. (2)Each of these PSAs granted for the Fiscal 2021 through Fiscal 2023 performance period, which are deemed to be earned because the performance condition was achieved at the end of Fiscal 2023, are included in this column because the stock had not yet vested as of the last day of the fiscal year. The stock underlying the PSAs vested on April 1, 2024. (3)Each of these RSU awards vests in three equal annual installments beginning on the first anniversary of the grant date, subject to the NEO’s continued employment with the Company. (4)The number shown assumes that the PSAs granted for the Fiscal 2022 through Fiscal 2024 performance period will be earned at the maximum number based on the Company achieving the maximum metrics for Avg. Net Sales Growth Rate, Avg. Adjusted EBIT Margin, and Relative TSR. (5)The number shown assumes that the PSAs granted for the Fiscal 2023 through Fiscal 2025 performance period will be earned at the maximum number based on the Company achieving the maximum metrics for Avg. Net Sales Growth Rate, Avg. Adjusted EBIT Margin, and Relative TSR. See the “Estimated Future Payouts under Equity Incentive Plan Awards” columns of the “Fiscal 2023 Grants of Plan-Based Awards” table on page 58 of this Proxy Statement for the threshold, target, and maximum numbers of PSAs that can be earned. (6)Subsequent to fiscal year end and in connection with Ms. Scott’s departure from the Company on March 30, 2024, certain awards were forfeited or prorated in accordance with terms of the grants as discussed in the “Potential Payments Upon Termination or Change in Control” section starting on page 63 of this Proxy Statement.

  120. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

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  121. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE The following table sets forth the gross number of shares received and the aggregate dollar value realized by the NEOs in connection with the vesting of RSUs and exercise of SARs during Fiscal 2023.

  122. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    | | Option Awards(1) | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(2) | Value Realized on Exercise ($)(3) | Number of Shares Acquired on Vesting (#)(4) | Value Realized on Vesting ($)(5)(6) | | Fran Horowitz | 92,051 | 3,432,681 | 688,809 | 17,904,010 | | Scott D. Lipesky | | | 261,979 | 9,632,268 | | Kristin Scott | | | 489,388 | 16,446,924 | | Samir Desai | | | 21,770 | 814,948 | | Gregory J. Henchel | | | 96,409 | 3,444,162 |

  123. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    (1)Option awards consist of SARs. (2)Reflects the gross number of SARs exercised by the NEO during 2023. (3)Value realized on the exercise of SAR awards is calculated by multiplying the number of SARs exercised by the difference in the market value at the time of exercise and the exercise price. The number of shares actually received by the NEO on the exercise of SAR awards was reduced in each case by the withholding of shares to pay income taxes associated with the value realized on the exercise of the SAR awards, with the net number of shares received by the NEO as follows:

  124. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    | NEO | Net Shares Received on Vesting | | Fran Horowitz | 30,811 |

  125. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    (4)The number of RSU shares shown reflects the gross number of shares received upon the vesting of RSUs during Fiscal 2023. The number of shares earned in connection with the Fiscal 2021 through Fiscal 2023 PSAs appear in the “Outstanding Equity Awards at Fiscal 2023 Year-End” table on page 59 of this Proxy Statement as those awards did not vest until April 1, 2024. (5)Value realized on the vesting of RSU awards is calculated by multiplying the number of shares of the Company’s Common Stock underlying the vested portion of each RSU award by the closing price of a share of Common Stock on the vesting date. The number of shares actually received by the NEOs on the vesting of RSU awards was reduced in each case by the withholding of shares to pay income taxes associated with the value realized on the vesting of the RSU awards, with the net number of shares received by each of the NEOs as follows:

  126. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    | NEO | Net Shares Received on Vesting | | Fran Horowitz | 379,875 | | Scott D. Lipesky | 146,573 | | Kristin Scott | 270,486 | | Samir Desai | 13,385 | | Gregory J. Henchel | 56,410 |

  127. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    (6)The PSAs granted for the Fiscal 2020 through Fiscal 2022 performance period were settled during Fiscal 2023 and the terms of the earning of the PSAs were reflected in the Proxy Statement for the 2023 Annual Meeting. The gross value realized upon vesting of the Fiscal 2020 through Fiscal 2022 PSAs for each NEO was: $12,794,494 for Ms. Horowitz; $2,558,909 for Mr. Lipesky; $6,141,391 for Ms. Scott; $0 for Mr. Desai; and $1,023,574 for Mr. Henchel.

  128. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  129. Nonqualified Deferred Compensation for Fiscal 2023

    Nonqualified Deferred Compensation for Fiscal 2023

  130. Nonqualified Deferred Compensation for Fiscal 2023

    | Name | Executive Contributions in Fiscal 2023 ($)(1) | Aggregate Earnings in Fiscal 2023 ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate balance as of February 3, 2024 ($)(3) | | Fran Horowitz | 42,058 | 33,513 | — | 659,649 | | Scott D. Lipesky | 227,484 | 31,908 | — | 810,195 | | Kristin Scott | 118,125 | 35,897 | — | 791,522 | | Samir Desai | — | — | — | — | | Gregory J. Henchel | — | — | — | — |

  131. Nonqualified Deferred Compensation for Fiscal 2023

    (1)The amounts shown in this column reflect the base salary and Short-Term Cash Incentive Plan payouts for Fiscal 2023 which were deferred by NEOs participating in the NSSR Plan in Fiscal 2023. All amounts in this column are included in the “Salary” and/or the “Non-Equity Incentive Plan Compensation” column totals for Fiscal 2023 reported in the “Fiscal 2023 Summary Compensation Table” beginning on page 56 of this Proxy Statement. (2)Nonqualified deferred compensation balances earn fixed rates of interest. The rate for all account balances was fixed at 5% per annum for Fiscal 2023, which was not above-market for purposes of the applicable SEC rules and thus these amounts are not reported in the “Fiscal 2023 Summary Compensation Table” beginning on page 57 of this Proxy Statement. (3)The following amounts are included in the balance as of February 3, 2024 and previously were reported as compensation to the NEOs in the Summary Compensation Tables for past fiscal years: (a) Ms. Horowitz – $556,146; (b) Mr. Lipesky – $655,841; (c) Ms. Scott – $612,816; (d) Mr. Desai – $0; and (e) Mr. Henchel – $0. Payouts under the NSSR Plan are based on the participant’s election at the time of deferral and may be made in a single lump sum or in annual installments over a five-year or ten-year period. If there is no distribution election on file, the payment will be made in ten annual installments. Regardless of the election on file, if the participant terminates employment with the Company before retirement, dies or becomes disabled, the benefit will be paid in a single lump sum. However, if the participant dies while receiving annual installments, the beneficiary will continue to receive the remaining installment payments. The committee which administers the NSSR Plan may permit hardship withdrawals from a participant’s account under the NSSR Plan in accordance with defined guidelines, including the IRS definition of an unforeseeable emergency. Participants’ rights to receive their account balances from the Company are not secured or guaranteed. However, during the third quarter of Fiscal 2006, the Company established its Rabbi Trust, the purpose of which is to be a source of funds to match respective funding obligations to participants in the NSSR Plan and the Supplemental Executive Retirement Plan for the Company’s former Chief Executive Officer. In the event of a change in control of the Company, the Board has the authority to terminate the NSSR Plan and accelerate the payment of the aggregate balance of each participant’s account. The NSSR Plan is subject to requirements affecting deferred compensation under Section 409A of the Internal Revenue Code (“Section 409A”) and is being administered in compliance with the applicable regulations under Section 409A.

  132. Nonqualified Deferred Compensation for Fiscal 2023

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  133. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

  134. CEO PAY RATIO

    CEO PAY RATIO The following information about the relationship between the compensation of our associates and the compensation of Ms. Horowitz, our Chief Executive Officer, is provided in compliance with the requirements of Item 402(u) of Regulation S-K (“Item 402(u)”). In Fiscal 2023, the total compensation of our median-compensated associate, excluding Ms. Horowitz, was $2,475. In identifying the median-compensated associate, we used the following methodology, which was identical to the steps we have taken since Fiscal 2017. We determined that, as of October 29, 2023, the first day of our fourth fiscal quarter, our associate population was equal to 31,330 individuals. This number includes all individuals determined to be associates, whether full-time, part-time, or temporary as of that date. Next, we identified the associate receiving the median amount of compensation in our associate population. To do this, we compared the amount of wages and other compensation received by each associate, other than Ms. Horowitz, as reflected in our payroll records and reported to the applicable taxing authority in each country from which we operate, for the calendar year ended December 31, 2023. Compensation values were not annualized for mid-year hires, as we do not use a “standard hour” staffing model in many of our operating jurisdictions. Compensation values for our foreign associates were converted to United States dollars by using the foreign currency exchange rate on December 31, 2023. The median-compensated associate we identified for Fiscal 2023 was a different associate from the one identified for Fiscal 2022. As required by Item 402(u), we measured our median associate’s annual total compensation for 2023 by adding together the same elements of compensation that are included in Ms. Horowitz’s total 2023 compensation, as reported in the “Fiscal 2023 Summary Compensation Table” (beginning on page 56 of this Proxy Statement). Ms. Horowitz’s total compensation for Fiscal 2023, as reported in the “Fiscal 2023 Summary Compensation Table,” was $15,035,354. The resulting estimated ratio of the annual total compensation of Ms. Horowitz to the annual total compensation of our median-compensated associate was 6,076 to 1, which was calculated in a manner consistent with Item 402(u). As additional context, the magnitude of our ratio is influenced by our store staffing model which relies on a significant number of part-time, temporary, and seasonal associates. This approach to store staffing provides flexible, entry-level employment opportunities to students — many of whom are among our core customer demographic — that can become the foundation for a career at the Company. As a result, we maintain a “promote-from-within” mentality, and we provide opportunities for students to shape themselves into top candidates and potential future leaders of the Company. Students and young professionals who are motivated, creative, and strategic are natural leaders to drive results in our team-based culture. For reference, our median associate is a part-time associate who worked for, on average, 32 hours a month for a period of eight months. Further, other public companies will use methods and assumptions that differ from those we have chosen, but that are appropriate for their circumstances. Therefore it may be difficult, for this and other reasons, to compare our reported pay ratio to pay ratios reported by other companies.

  135. CEO PAY RATIO

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  136. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table and related disclosure below is provided in compliance with the requirements of Item 402(v) of Regulation S-K to summarize information regarding the relationship between “Compensation Actually Paid” (as calculated under applicable SEC rules) (“CAP”), for our Principal Executive Officer (PEO) and our non-PEO NEOs, on an average basis, and the Company’s financial performance for Fiscal 2023, Fiscal 2022, Fiscal 2021, and Fiscal 2020. The methodology for calculating amounts presented in the columns “CAP to PEO” (Compensation Actually Paid to PEO) and “Average CAP to Non-PEO NEOs” (Average Compensation Actually Paid to Non-PEO NEOs), including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table totals to arrive at the values presented for CAP, are provided in the footnotes to the table. A narrative discussion of the relationship between CAP and the Company’s performance measures (i) listed in the table below and (ii) that the Company has deemed most important in linking CAP during Fiscal 2023 to Company performance is also presented below. The calculations and analysis below do not necessarily reflect the Company’s approach to aligning executive compensation with performance. For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with financial performance, refer to the Compensation Discussion and Analysis beginning on page 40 of this Proxy Statement.

  137. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year(1) (a) | Summary Compensation Table Total for PEO (b) | CAP to PEO(2-3) (c) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average CAP to Non-PEO NEOs(2-3) (e) | Company TSR (f) | Peer Group TSR(4) (g) | Net Income (loss) ($000s) (h) | Adjusted EBIT(5) ($000s) (i) | | 2023 | $15,035,354 | $99,155,466 | $4,656,050 | $24,673,479 | $680.60 | $174.93 | $328,123 | $576,957 | | 2022 | $11,034,157 | $(2,402,908) | $3,099,622 | $(521,229) | $169.79 | $144.39 | $2,816 | $138,101 | | 2021 | $12,851,399 | $35,570,105 | $4,030,199 | $9,544,567 | $226.87 | $120.83 | $263,010 | $417,191 | | 2020 | $11,949,691 | $17,250,444 | $4,429,429 | $6,752,740 | $143.43 | $109.13 | $(114,021) | $114,270 |

  138. PAY VERSUS PERFORMANCE

    (1)NEOs included in the above compensation columns reflect the following:

  139. PAY VERSUS PERFORMANCE

    | Fiscal Year | PEO | Non-PEO NEOs | | 2023 | Fran Horowitz | Scott D. Lipesky, Kristin Scott, Samir Desai, Gregory J. Henchel | | 2022 | Fran Horowitz | Scott D. Lipesky, Kristin Scott, Samir Desai, Gregory J. Henchel | | 2021 | Fran Horowitz | Scott D. Lipesky, Kristin Scott, Samir Desai, Gregory J. Henchel | | 2020 | Fran Horowitz | Scott D. Lipesky, Kristin Scott, Gregory J. Henchel, John M. Gabrielli |

  140. PAY VERSUS PERFORMANCE

    (2)Fair value amounts or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns were determined based on applicable SEC rules with respect to previously granted service-based RSUs and PSAs. For PSAs, changes in fair value were calculated as of the end of the covered year based on the probable outcome of performance conditions, with the TSR-weighted portion of PSAs for Fiscal 2023 and Fiscal 2022, and the PSAs for Fiscal 2021, calculated pursuant to a Monte Carlo simulation, as of the last day of the applicable year. No stock options were granted or continued to vest during Fiscal 2023, Fiscal 2022, Fiscal 2021, and Fiscal 2020. (3)For Fiscal 2023, the values included in the “CAP to PEO” and “Average CAP to Non-PEO NEOs” columns reflect the following adjustments from the values shown in columns (b) and (d), respectively:

  141. PAY VERSUS PERFORMANCE

    | | PEO | Average Non-PEO NEOs | | Total Reported in Fiscal 2023 Summary Compensation Table (SCT) | $15,035,354 | $4,656,050 | | Less: Value of stock awards reported in SCT | $8,872,572 | $2,070,279 | | Plus: Year-end value of stock awards granted in fiscal year that are outstanding and unvested | $47,579,289 | $10,136,893 | | Plus: Change in fair value (from prior year-end) of stock awards granted in prior years that are outstanding and unvested | $46,320,758 | $10,303,064 | | Plus: Fair Market Value (FMV) of awards granted this year and that vested this year | $0 | $0 | | Plus: Change in fair value (from prior year-end) of prior year stock awards that vested this year | $(907,363) | $1,647,751 | | Less: Prior year-end fair value of stock awards granted in prior years that failed to vest this year | $0 | $0 | | Total Adjustments | $84,120,112 | $20,017,429 | | Compensation Actually Paid for Fiscal 2023 | $99,155,466 | $24,673,479 |

  142. PAY VERSUS PERFORMANCE

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  143. PAY VERSUS PERFORMANCE

    (4)For purposes of calculating peer group total shareholder return, the S&P Retail Select Industry Index was utilized pursuant to Item 201(e) of Regulation S-K and as is reflected in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024. In accordance with applicable SEC rules, peer group TSR was calculated on a market capitalization weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. TSR for both the Company and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on January 31, 2020, through and including the end of the fiscal year for which TSR is being presented in the table. TSR calculations reflect reinvestment of dividends. (5)We identified Adjusted EBIT for Fiscal 2023 as our Company-Selected Measure that represents, in our view, the most important measure used to link Compensation Actually Paid to performance. Adjusted EBIT was the most heavily weighted performance measure in the Company’s annual cash incentive program for Fiscal 2021, Fiscal 2022, and Fiscal 2023 and is a key driver of the Avg. Adjusted EBIT Margin metric used in our PSA program. Adjusted EBIT is a non-GAAP measure. Please refer to Appendix A to this Proxy Statement for additional detail on this measure.

  144. Pay Versus Performance Descriptive Disclosure

    Pay Versus Performance Descriptive Disclosure We believe that the Compensation Actually Paid in each of Fiscal 2023, Fiscal 2022, Fiscal 2021, and Fiscal 2020 and over the four-year cumulative period are reflective of the Committee’s emphasis on “pay-for-performance.” The Compensation Actually Paid fluctuated year-over-year, primarily because of our (i) stock performance, (ii) varying levels of achievement against pre-established performance goals under our long-term incentive program, and (iii) varying levels of achievement against pre-established performance goals under our annual cash incentive program. In addition to reviewing this discussion and the Pay Versus Performance Table above, we encourage you to read the Compensation Discussion and Analysis section of this proxy statement, which explains our executive compensation philosophy and programs for our PEO and non-PEO NEOs.

  145. Chart 1: Compensation Actually Paid Versus Company and Peer Group Total Shareholder Return (TSR)

    Chart 1: Compensation Actually Paid Versus Company and Peer Group Total Shareholder Return (TSR) The Compensation Actually Paid values for our PEO and non-PEO NEOs over the four-year period of Fiscal 2020 through Fiscal 2023 align with the Company’s TSR performance over the same period. This is due primarily to the emphasis on at-risk, performance-based equity incentives in the compensation program design for our PEO and non-PEO NEOs. Specifically, our PEO and non-PEO NEOs have a mix of time-vesting RSUs and performance-vesting PSAs, and the Fiscal 2020 to Fiscal 2023 PSAs were tied directly to relative total shareholder return. For more information regarding the PSAs, refer to the discussion beginning on page 47 of this Proxy Statement. As depicted in the below chart, strong absolute TSR performance in Fiscal 2020, Fiscal 2021, and Fiscal 2023 exceeded the peer group and drove an increase in the fair value of equity awards, which resulted in increased Compensation Actually Paid values. Weaker TSR performance in Fiscal 2022 resulted in a significant decrease in Compensation Actually Paid.

  146. Chart 1: Compensation Actually Paid Versus Company and Peer Group Total Shareholder Return (TSR)

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  147. Chart 2: Compensation Actually Paid Versus Net Income

    Chart 2: Compensation Actually Paid Versus Net Income SEC rules require that net income be presented as a performance measure in the Pay Versus Performance table. As the below chart illustrates, changes in Compensation Actually Paid for our PEO and non-PEO NEOs over Fiscal 2020 to Fiscal 2023 is positively correlated to Net Income over the period. That said, no portion of our compensation is directly tied to net income results.

  148. Chart 3: Compensation Actually Paid Versus Adjusted EBIT

    Chart 3: Compensation Actually Paid Versus Adjusted EBIT We identified Adjusted EBIT as our Company-Selected Measure that represents, in our view, the most important measure used to link Compensation Actually Paid to our performance. Adjusted EBIT was the most heavily weighted performance measure in our annual cash incentive program for Fiscal 2021, Fiscal 2022, and Fiscal 2023 and is also reflected in Avg. Adjusted EBIT Margin, one of the three equally weighted performance measures in our PSAs granted in Fiscal 2021, Fiscal 2022 and Fiscal 2023. Compensation Actually Paid is aligned with the Company’s Adjusted EBIT over Fiscal 2020 to Fiscal 2023, which is partially attributable to its prominence in our program design and its positive correlation with our stock price.

  149. Chart 3: Compensation Actually Paid Versus Adjusted EBIT

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  150. Are there any cumulative voting rights in the election of directors?

    Are there any cumulative voting rights in the election of directors? No.