DEF 14A of Abercrombie & Fitch Co /De/, Apr 28, 2025

DEF 14A of Abercrombie & Fitch Co /De/

Filed Apr 28, 2025 · FY20240001018840-25-000021

Open on EDGAR

  1. Director Nominees

    Director Nominees Our Board currently has ten members, each of whom has been nominated for election at the Annual Meeting, to serve until the 2026 Annual Meeting of Stockholders. The following snapshot and table provide summary information about our director nominees. The data set forth below is based on self-identification information provided and consented to by our director nominees. Please see page 7 of this Proxy Statement for Proposal 1 - Election of Directors for more information about our director nominees.

  2. Director Nominee Snapshot

    Director Nominee Snapshot

  3. Director Nominee Snapshot

    | Abercrombie & Fitch Co. | 2 | 2025 Proxy Statement |

  4. Director Nominee Summary

    Director Nominee Summary

  5. Director Nominee Summary

    | Name | | Board Tenure | Primary Occupation | Independent | Standing Committee Membership | | | | | Other Public Company Boards | | | | | | | AFC | CHCC | NBGC | ESGC | EC | | | | Kerrii B. Anderson | 7 years | Former President and CEO Wendy’s International, Inc. | • | © | | ● | | ● | 3 | | | Andrew Clarke | 0.5 years | Global President, Mars Snacking Mars, Inc. | • | | ● | | | | 0 | | | Susie Coulter | 5 years | Founder and CEO Arq Botanics LLC | • | | | ● | © | | 1 | | | James A. Goldman | 5 years | Former President and CEO Godiva Chocolatier, Inc. | • | | ● | © | | ● | 1 | | | Fran Horowitz | 8 years | Chief Executive Officer Abercrombie & Fitch Co. | | | | | | ● | 1 | | | Helen E. McCluskey | 6 years | Former President and CEO The Warnaco Group, Inc. | • | ● | © | | | ● | 1 | | | Arturo Nuñez | 1.5 years | Founder and CEO AIE Creative | • | ● | | | ● | | 1 | | | Kenneth B. Robinson | 4 years | Former Senior Finance Executive The Procter & Gamble Company | • | ● | | | ● | | 2 | | | Nigel Travis ✪ | 6 years | Former Chairman and CEO Dunkin’ Brands Group, Inc. | • | | | | | © | 0 | | | Helen Vaid | 2 years | Consultant Mayfair Equity Partners LLP | • | | ● | | | | 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

    | 2025 Proxy Statement | 3 | Abercrombie & Fitch Co. |

  7. Compensation Program Best 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 | | • | Robust stock ownership guidelinesX | Pledging of equity securities | | • | Incentive compensation clawback policyX | Liberal stock option or SARs recycling provisions | | • | Benchmark NEO pay against a compensation peer groupX | Multi-year employment agreements with NEOs | | • | Compensation Committee retains an independent compensation consultantX | Modification of out-of-the-money stock options or SARs without stockholder approval | | • | Annual “Say on Pay” voteX | Dividend equivalents on certain equity awards | | • | Conservative compensation risk profile | | | • | Double-trigger equity vesting in the event of a change of control | |

  8. Fiscal 2024 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 40% for Spring and 60% for Fall) | | Long-Term Equity Incentive Awards | Performance-based and time-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 2024 through Fiscal 2026 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% time-based Restricted Stock Units (“RSUs”) that vest in equal installments over three years from the grant date |

  9. Compensation Program Changes in Fiscal 2024 and Fiscal 2025

    Compensation Program Changes in Fiscal 2024 and Fiscal 2025 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 relative to past Spring seasons, as well as to provide for more balance between selling seasons, the Compensation Committee adjusted the seasonal weighting for the Fiscal 2024 annual cash incentive program. The Committee adjusted the seasonal weighting to 40% for Spring and 60% for Fall, from 30% and 70% in Fiscal 2023, respectively. No changes were made to the annual cash incentive program metrics for Fiscal 2024 or Fiscal 2025 as the Compensation Committee believes that the metrics represent an appropriate balance of incentives for top-line and bottom-line growth. The Compensation Committee did not make any changes to the long-term equity incentive program for Fiscal 2024 or Fiscal 2025. The following table summarizes our incentive-based compensation programs for Fiscal 2023, 2024, and 2025.

  10. Compensation Program Changes in Fiscal 2024 and Fiscal 2025

    | Program | Feature | Fiscal 2023 Design | Fiscal 2024 Design | Fiscal 2025 Design | | Annual Cash Incentive Program | Metric | Adjusted EBIT (70%) Constant Currency Net Sales (30%) | Adjusted EBIT (70%) Constant Currency Net Sales (30%) | Adjusted EBIT (70%) Constant Currency Net Sales (30%) | | | Seasonal Weighting | 30% Spring 70% Fall | 40% Spring 60% 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 all ten of our current directors to stand for re-election at the Annual Meeting. | | | | | | | | | • | Kerrii B. Anderson | • | Fran Horowitz | • | Kenneth B. Robinson | | | • | Andrew Clarke | • | Helen E. McCluskey | • | Nigel Travis | | | • | Susie Coulter | • | Arturo Nuñez | • | Helen Vaid | | | • | James A. Goldman | | | | |

  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 ten director nominees have agreed to serve if elected, and the Board has no reason to believe that any director nominee will be unable 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. 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. Votes may not be cumulated. 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 ten director nominees. |

  15. Election of Directors

    | 2025 Proxy Statement | 7 | 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 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 director nominee has a broad array of knowledge, experience, and skills.

  19. Director Nominee Skills

    | Abercrombie & Fitch Co. | 8 | 2025 Proxy Statement |

  20. Director Nominee Skills

    | Nominees for Our Board of Directors | | Information regarding each director nominee, including the skills and attributes that the Board considered in determining that each such director nominee is qualified to serve on the Board, 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. |

  21. Director Nominee Skills

    | Kerrii B. Anderson AGE | 67 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) (“Wendy’s”), 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 | | | | •Labcorp Holdings, Inc. (f/k/a 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) |

  22. Director Nominee Skills

    | Andrew Clarke AGE | 52 INDEPENDENT DIRECTOR SINCE | 2024 COMMITTEE | CHCC | Executive Roles | | | | •Global President of Mars Snacking, a division of Mars, Inc., responsible for overseeing one of the world’s most iconic portfolios of snack brands (September 2018 to present) •Former Global Chief Marketing and Customer Officer of Mars, Inc. (July 2016 to September 2018) •Formerly held roles of increasing responsibility at Mars, Inc. including in sales, before moving into various general management and regional roles across Europe and Latin America (July 2000 to July 2016) | | | | Other Public Company Boards | | | | •None | | | | Key Qualifications and Certifications | | | | •Retail •Omnichannel and Digital Commerce •Marketing/Branding •Global/International | •Supply Chain •Corporate Governance •Risk Management •Environmental and Social |

  23. Director Nominee Skills

    | 2025 Proxy Statement | 9 | Abercrombie & Fitch Co. |

  24. Director Nominee Skills

    | Susie Coulter AGE | 59 INDEPENDENT DIRECTOR SINCE | 2020 COMMITTEE | ESGC (Chair); NBGC | 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 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; Strategic Planning Committee | | | | Key Qualifications and Certifications | | | | •Public Company Board Experience •CEO Experience •Retail •Apparel •Omnichannel and Digital Commerce •Marketing/Branding | •Global/International •Environmental and Social •Risk Management •Supply Chain •Corporate Governance •NACD Directorship Certification (earned February 2023) |

  25. Director Nominee Skills

    | James A. Goldman AGE | 66 INDEPENDENT DIRECTOR SINCE | 2020 COMMITTEES | NBGC (Chair); CHCC; EC | Executive Roles | | | | •Senior Advisor and Chairman1st Partner at Frontenac, a Chicago-based Private Equity Firm (December 2024 to present) •Senior Advisor at Eurazeo SE, a global investment firm listed on the Paris Stock Exchange (December 2016 to present), and 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 company (March 2010 to present); Audit Committee | | | | Key Qualifications | | | | •Public Company Board Experience •CEO Experience •Retail •Marketing/Branding | •Corporate Governance •Finance, Audit, and Accounting •Global/International •Supply Chain |

  26. Director Nominee Skills

    | Abercrombie & Fitch Co. | 10 | 2025 Proxy Statement |

  27. Director Nominee Skills

    | Fran Horowitz Chief Executive Officer AGE | 61 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 | | | | Key Qualifications | | | | •Public Company Board Experience •CEO Experience •Retail •Apparel | •Omnichannel and Digital Commerce •Marketing/Branding •Global/International •Corporate Governance |

  28. Director Nominee Skills

    | Helen E. McCluskey AGE | 70 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; and 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), Chair of the Board | | | | Previous Public Company Boards (Past Five Years) | | | | •Dean Foods Company, a food and beverage company (November 2015 to May 2020) | | | | Key Qualifications | | | | •Public Company Board Experience •CEO Experience •Retail •Apparel | •Marketing/Branding •Global/International •Supply Chain •Finance, Audit, and Accounting •Risk Management |

  29. Director Nominee Skills

    | 2025 Proxy Statement | 11 | Abercrombie & Fitch Co. |

  30. Director Nominee Skills

    | Arturo Nuñez AGE | 58 INDEPENDENT DIRECTOR SINCE | 2023 COMMITTEES | AFC; ESGC | 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) •Former Global Vice President, Basketball Marketing, at NIKE, Inc. (Nasdaq: NKE), a designer and manufacturer of athletic footwear, apparel, equipment, and accessories (July 2012 to August 2014) •Former Vice President, Managing Director, NBA Latin America at the National Basketball Association, an organization that oversees professional basketball leagues and related activities worldwide (March 2003 to July 2007) | | | | 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 and Social |

  31. Director Nominee Skills

    | Kenneth B. Robinson AGE | 70 INDEPENDENT DIRECTOR SINCE | 2021 COMMITTEES | AFC; ESGC | Executive Roles | | | | •Former Senior Vice President, Audit and Controls for Exelon Corporation, a Fortune 200 company and one of the United States’ largest utility companies (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; Nominating and Governance Committee (Chair) •Occidental Petroleum Corporation (NYSE: OXY), an international oil and gas exploration and production company (February 2023 to present); Audit Committee; Compensation Committee; Environmental, Health and Safety 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 |

  32. Director Nominee Skills

    | Abercrombie & Fitch Co. | 12 | 2025 Proxy Statement |

  33. Director Nominee Skills

    | Nigel Travis Chairperson of the Board AGE | 75 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), an automotive aftermarket parts provider (August 2018 to May 2023) •Dunkin’ Brands Group, Inc. (Nasdaq: DNKN) (July 2011 to December 2020); Non-Executive Chairman of the Board (January 2019 to December 2020) •Office Depot, Inc. (n/k/a The ODP Corporation) (Nasdaq: ODP), a provider of business services and supplies, products, and technology solutions (March 2012 to May 2020) | | | | 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 Skills

    | Helen Vaid AGE | 53 INDEPENDENT DIRECTOR SINCE | 2023 COMMITTEE | CHCC | Executive Roles | | | | •Consultant, Mayfair Equity Partners LLP (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) | | | | Key Qualifications | | | | •Public Company Board Experience •CEO Experience •Retail •Omnichannel and Digital Commerce | •Marketing/Branding •Global/International •Technology and Information Security |

  35. Director Nominee Skills

    | 2025 Proxy Statement | 13 | Abercrombie & Fitch Co. |

  36. Director Nominee Skills

    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 that 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, 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, any of the Board committee charters, and its Code of Business Conduct and Ethics to any stockholder, free of charge, upon written request to our Corporate Secretary at 6301 Fitch Path, New Albany, Ohio 43054.

  37. 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.

  38. Indemnification Arrangements with Directors and Executive Officers

    | Abercrombie & Fitch Co. | 28 | 2025 Proxy Statement |

  39. Environmental: Sustainability and Human Rights

    | Strategy | | In 2022 we conducted an ESG materiality assessment to identify topics that are most impactful to long-term value creation and important to our stakeholders. From this assessment, we refreshed existing sustainability targets and added new goals. We continue to track our performance and make progress against these sustainability targets. We continue to refresh, retire, and add new goals as appropriate. | | Stakeholder Engagement | | We seek to provide our stakeholders with transparency on our supply chain and environmental practices. Specific actions we have taken over the past several years include: •We relaunched the sustainability page on our corporate website with updates on our sustainability strategies, ESG materiality assessment results, status of our publicly-announced targets, and other initiatives. •We directly engaged with stockholders to educate, discuss, and receive feedback on various topics, including our sustainability initiatives and our supply chain practices. We believe it is important for the retail industry to take collective action across the supply chain. We partner with different organizations and join industry initiatives to advance improvements in our internal practices and throughout our supply chain. We participate in the U.S. Cotton Trust Protocol, Canopy, and the United Nations Global Compact (the world’s largest corporate citizenship and sustainability initiative). We are also a member of Better Cotton, Cascale, Textile Exchange, and Apparel Impact Institute’s Carbon Leadership Program. | | Climate and Energy | | We have made investments and actions in furtherance of our overall energy goals, including: •We formally established our intent to set near-term science-based emissions reduction targets aligned with Science Based Targets initiative (SBTi) criteria, and we are in the process of preparing our science-based targets for verification in line with SBTi criteria. •We continued our progress toward our targets to reduce emissions, including our previously-announced goal of reducing total Scope 1 and 2 GHG emissions by 47% by 2030 from a 2019 base year. •In 2020, we signed a renewable energy supply agreement for our global home office and two distribution centers in New Albany, Ohio; since January 2023, we have been supplied with energy under this agreement, and since January 2025, 100% of electricity used at our home office and our two distribution centers in New Albany, Ohio is being matched with renewable energy credits. | | Product Sustainability | | We maintain a high standard of quality for all products shipped globally to consumers. Some ways through which we achieve this include: •Water stewardship and conservation practices, including adopting eco wash in denim washing and working with our denim suppliers to implement new technologies, equipment, and water-saving methodologies to help us meet the targets we announced in 2023 for reducing water intensity in denim production and increasing the amount of recycled water in our denim laundries and mills; and •Striving to source greater percentages of sustainable and responsibly-sourced fibers in key commodities, including cotton, polyester, manmade cellulosic fibers, wool, and down, since announcing our targets in 2019. | | Supply Chain | | As regulatory and due diligence requirements evolve, we continue to prioritize relationships with suppliers who share our dedication to best practices in human rights, labor rights, and workplace safety. Through our social audit program, facilities throughout our supply chain are assessed for compliance with labor and social standards and laws. We also build supply chain accountability through: •Partnering with PALS, Better Work, and RISE to train third-party factory workers on a variety of topics, including anti-human trafficking, gender equality, health and safety management, and work rights and responsibilities; and •Partnering with laundries and mills to improve and verify environmental performance through third-party self-assessment platform. |

  40. Social: Corporate Culture and Community Involvement

    | Compensation and Benefits | We offer competitive compensation and benefits, including cash-based and equity-based incentive awards in order to align the interests of our associates and our stockholders. We also continue to provide hybrid and remote work arrangements for corporate home office associates where feasible, including “work from anywhere” days and weeks. We also support our associates and their families by providing eligible associates with paid parental leave in the United States and internationally based on local law, and by providing all eligible associates globally with adoption and fertility support benefits. | | Associate Engagement | We improve associate engagement through open communication channels, such as all-company meetings that enable us to communicate with our associates. We also collect feedback through engagement surveys throughout the year to better understand associate experience and to drive improvements, with the most recent organization-wide survey conducted in October 2024. | | Developing Associates | We foster associate development by providing a wide variety of growth and development opportunities throughout our associates’ careers, including structured development programs, access to online skill development platforms, stretch assignments, internal career pathing, self-awareness exercises, and active coaching. We also use leadership standards to help associates identify the core behaviors essential for their career growth, as well as personal growth, on their journey with us. | | Culture of Belonging | We create a culture of belonging and work to ensure that all our associates feel respected and represented. We believe that when we do this, we are stronger across every aspect of our business. The Company follows core principles to embed a sense of community into our organization, including having a workforce that reflects the communities we serve, building a leadership team that is representative of our workforce, offering voluntary training and inviting all associates to participate in our various associate resource groups to promote inclusion and belonging, and driving fairness through our compensation and benefits offerings. | | Community Involvement | We encourage community involvement of our associates by promoting various charitable, philanthropic, and social awareness programs, which we believe fosters a collaborative and rewarding work environment. With the help of our vendor partners, our customers, and our associates, in Fiscal 2024, we donated over $8 million to charitable causes and donated over $940K through in-kind giving. We also offer associates a paid volunteer day each year for eligible volunteer work. In Fiscal 2024, our global associates volunteered over 20,000 hours. | | Health and Safety | We focus on the health and safety of our associates by investing in various wellness programs that are designed to enhance the physical, financial, and mental well-being of our associates. We provide our benefits-eligible associates and their families with access to free and confidential counseling through our Employee Assistance Program, as well as free access to a meditation and mindfulness app. We also provide regular programming on financial planning and mental health. |

  41. 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 2024, 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 2024. 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 2024 was structured as follows (cash retainers were pro-rated for directors who did not serve the full year during Fiscal 2024):

  42. Non-Associate Director Compensation Program

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

  43. 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 |

  44. 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:

  45. Non-Associate Director Compensation Program

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

  46. 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 to 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.

  47. Non-Associate Director Compensation Program

    | Abercrombie & Fitch Co. | 32 | 2025 Proxy Statement |

  48. Non-Associate Director Compensation Program

    All non-associate directors are reimbursed for their expenses for attending meetings of the Board and Board committees, and they receive the discount on purchases of the Company’s merchandise that is extended to all Company associates. We also provide our non-associate directors with continuing educational opportunities and reimbursement for outside educational programs.

  49. Chairperson Compensation

    | Fiscal 2024 Chairperson Compensation | | | Additional Annual Cash Retainer | $100,000 | | Additional Annual Grant of RSUs, Grant date fair value(1) | $100,000 |

  50. Chairperson Compensation

    (1)Granted on the date of the Company’s 2024 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.

  51. Fiscal 2024 Director Compensation Table*

    Fiscal 2024 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 2024 for service on the Board.

  52. Fiscal 2024 Director Compensation Table*

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | Kerrii B. Anderson | 145,000 | 150,025 | 295,025 | | Andrew Clarke(2) | 38,805 | — | 38,805 | | Susie Coulter(3) | 113,070 | 150,025 | 263,095 | | Sarah M. Gallagher(2) | 37,500 | — | 37,500 | | James A. Goldman | 130,000 | 150,025 | 280,025 | | Helen E. McCluskey | 147,500 | 150,025 | 297,525 | | Arturo Nuñez | 104,210 | 150,025 | 254,235 | | Kenneth B. Robinson | 117,500 | 150,025 | 267,525 | | Nigel Travis(2) | 205,000 | 250,042 | 455,042 | | Helen Vaid | 92,500 | 150,025 | 242,525 |

  53. Fiscal 2024 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 2024 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 2024 Summary Compensation Table” beginning on page 52 of this Proxy Statement. (2)Each of the current non-associate directors then serving was granted an award of RSUs covering 780 shares of Common Stock on June 12, 2024, the date of the 2024 Annual Meeting. The amount of $150,025 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 $192.34 per RSU, based upon the closing price of the Company’s Common Stock on the grant date ($192.34) 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 2024 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 2024 Annual Meeting remained outstanding at February 1, 2025. Ms. Gallagher was not granted an award of RSUs since she resigned from service as a director of the Company effective on the date of the 2024 Annual Meeting. Mr. Clarke was not granted an award of RSUs since he was not yet serving as a director of the Company on the date of the 2024 Annual Meeting. In connection with his service as Chairperson of the Board, on June 12, 2024, the date of the 2024 Annual Meeting, Mr. Travis was granted RSUs covering an additional 520 shares of Common Stock. The amount of $100,017 included in the total amount shown in this column for Mr.

  54. Fiscal 2024 Director Compensation Table*

    | 2025 Proxy Statement | 33 | Abercrombie & Fitch Co. |

  55. Fiscal 2024 Director Compensation Table*

    Travis is reported using the grant date fair value of the award, as computed in accordance with GAAP, of $192.34 per RSU, based upon the closing price of the Company’s Common Stock on the grant date ($192.34) 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 2024 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 2024 Annual Meeting remained outstanding at February 1, 2025. The aggregate number of RSUs outstanding as of February 1, 2025 held by each individual who served as a non-associate director of the Company at any time during Fiscal 2024 is provided under the table captioned “Directors’ Outstanding RSUs” below. (3)Ms. Coulter deferred her entire Fiscal 2024 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.

  56. Directors’ Outstanding RSUs

    Directors’ Outstanding RSUs The following table summarizes outstanding RSUs as of February 1, 2025 held by each individual who served as a non-associate director of the Company at any time during Fiscal 2024.

  57. Directors’ Outstanding RSUs

    | Name(1) | Number of Outstanding RSUs | | Kerrii B. Anderson | 780 | | Andrew Clarke | — | | Susie Coulter | 780 | | Sarah M. Gallagher | — | | James A. Goldman | 780 | | Helen E. McCluskey | 780 | | Arturo Nuñez | 780 | | Kenneth B. Robinson | 780 | | Nigel Travis | 1,300 | | Helen Vaid | 780 |

  58. 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 2024 Summary Compensation Table” beginning on page 52 of this Proxy Statement.

  59. Directors’ Outstanding RSUs

    | Abercrombie & Fitch Co. | 34 | 2025 Proxy Statement |

  60. Fiscal 2024 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 40% for Spring and 60% for Fall) | | Long-Term Equity Incentive Awards | Performance-based and time-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 2024 to Fiscal 2026 and are based on the following metrics and weightings: •33.33% on Avg. Net Sales Growth Rate •33.33% on Avg. Adjusted EBIT Margin(1) •33.34% on Relative TSR 50% time-based RSUs that vest in equal installments over three years from the grant date |

  61. Compensation Program Changes in Fiscal 2024 and Fiscal 2025

    Compensation Program Changes in Fiscal 2024 and Fiscal 2025 In order to better align the annual cash incentive program with business shifts yielding a more profitable and higher-volume Spring season relative to past Spring seasons, as well as to provide for more balance between selling seasons, the Committee adjusted the seasonal weighting for the Fiscal 2024 annual cash incentive program. The Committee adjusted the seasonal weighting to 40% for Spring and 60% for Fall, from 30% and 70% in Fiscal 2023, respectively.

  62. Compensation Program Changes in Fiscal 2024 and Fiscal 2025

    | Annual Incentive Seasonal Weightings | Fiscal 2023 Design | Fiscal 2024 Design | | Spring | 30% | 40% | | Fall | 70% | 60% |

  63. Compensation Program Changes in Fiscal 2024 and Fiscal 2025

    | Program | Feature | Fiscal 2023 Design | Fiscal 2024 Design | Fiscal 2025 Design | | Annual Cash Incentive Program | Metric | Adjusted EBIT (70%) Constant Currency Net Sales (30%) | Adjusted EBIT (70%) Constant Currency Net Sales (30%) | Adjusted EBIT (70%) Constant Currency Net Sales (30%) | | | Seasonal Weighting | 30% Spring 70% Fall | 40% Spring 60% 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(1) | Compensation peer group |

  64. Pay-for-Performance Culture and Summary of Fiscal 2024 Results

    (1) Values based on total target compensation as in effect at year-end of Fiscal 2024. Summary of Fiscal 2024 Annual Cash Incentive Program As discussed above, the Committee adjusted the seasonal weighting for the Fiscal 2024 annual cash incentive program to be 40% for Spring and 60% for Fall. 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 2024, the Committee approved rigorous Spring season performance targets and established preliminary performance targets for the Fall season. In August 2024, 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 the Spring performance season and near maximum for the Fall performance season. The Company delivered annual sales of $4.95 billion in Fiscal 2024. The above-described performance resulted in a total payout of 188% for the Fiscal 2024 annual cash incentive program, as follows:

  65. Pay-for-Performance Culture and Summary of Fiscal 2024 Results

    | Fiscal 2024 Annual Cash Incentive Program Achievement | Metric | Metric Payout % | Total Payout % | | Spring (40% weighting) | Adjusted EBIT (70%) | 200% | 200% | | | Constant Currency Net Sales (30%) | 200% | | | Fall (60% weighting) | Adjusted EBIT (70%) | 172% | 180% | | | Constant Currency Net Sales (30%) | 200% | | | Weighted Average | | 188 | |

  66. Pay-for-Performance Culture and Summary of Fiscal 2024 Results

    Our 2024 Annual Cash Incentive Plan, including adjustments to the Adjusted EBIT metric, is further described under the section captioned “Annual Cash Incentive Program” beginning on page 41 of this Proxy Statement.

  67. Pay-for-Performance Culture and Summary of Fiscal 2024 Results

    Summary of Fiscal 2022 to Fiscal 2024 PSAs In 2022, the Committee granted PSAs to our NEOs who were serving as executive officers at the time of the grant based on equally-weighted achievement of Average Net Sales Growth Rate, Average Adjusted EBIT Margin, and Relative TSR over the three-year performance period that concluded in Fiscal 2024. •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 a maximum payout with Avg. Net Sales Growth Rate of 5.1% exceeding the pre-established target (2.0%) and maximum (4.0%). •Average Adjusted EBIT Margin was achieved at 9.9%, which surpassed the target (8.0%).

  68. 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 |

  69. 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 of 1986, as amended. | | 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. |

  70. 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 or responsibilities. The Committee determines NEOs’ base salaries based on a number of factors, including each 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 2024 base salaries after considering market data published by the companies in the peer group described below and surveys published by Equilar. For Fiscal 2024, the Committee approved increases to the base salaries ranging from 1.6% to 3.7% for the NEOs included in the table below. Base salaries for such NEOs in effect at the end of Fiscal 2023 and Fiscal 2024 are reflected in the table below.

  71. ANNUAL CASH INCENTIVE PROGRAM

    ANNUAL CASH INCENTIVE PROGRAM

  72. 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”). As previously disclosed, effective March 10, 2024, the Board adopted and approved an amendment and restatement of the 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. Each NEO is eligible to receive an award opportunity established as a percentage of base salary. 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 Committee approved annual incentive target opportunities as a percentage of base salary for the NEOs in March 2024, except for Mr. Ball, who was promoted to CFO in November 2024. The Committee approved an increase to Ms. Horowitz’s annual incentive target opportunity from 175% in Fiscal 2023 to 200% in Fiscal 2024 in recognition of her performance and to provide her with a market competitive compensation package based on peer market data. Potential award opportunities and actual payouts for the NEOs in Fiscal 2024 are detailed below, and the cash incentive awards received by the NEOs are set forth in the “Fiscal 2024 Summary Compensation Table” beginning on page 52 of this Proxy Statement in the column captioned “Non-Equity Incentive Plan Compensation.”

  73. Measurement of Annual Cash Incentive Program

    Measurement of Annual Cash Incentive Program As discussed above, the Committee adjusted the seasonal weighting for the annual cash incentive program to be 40% for Spring and 60% for Fall. 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. At the beginning of Fiscal 2024, the Committee approved rigorous Spring season performance targets and established preliminary performance targets for the Fall season. In August 2024, the Committee again reviewed the preliminary Fall season goals and approved them as the final Fall season performance targets.

  74. Fiscal 2024 Achievement

    | Fiscal 2024 Goals and Achievement | Metric | Threshold ($MM) | Target ($MM) | Maximum ($MM) | Actual ($MM) | Payout Percentage | Total Payout Percentage | | Spring 2024 (40% weighting) | Adjusted EBIT (70%) | 110 | 174 | 238 | 342 | 200% | 200% | | | Constant Currency Net Sales (30%) | 1,850 | 1,940 | 2,000 | 2,155 | 200% | | | Fall 2024 (60% weighting) | Adjusted EBIT (70%) | 277 | 413 | 517 | 486 | 172% | 180% | | | Constant Currency Net Sales (30%) | 2,425 | 2,560 | 2,700 | 2,794 | 200% | | | Weighted Average | | | | | | | 188% |

  75. Fiscal 2024 Achievement

    Adjustments to Adjusted EBIT for Fiscal 2024 The Committee’s objectives in administering the annual cash incentive program include ensuring that incentive awards are calculated on a comparable basis from year-to-year and that associates and management are incentivized and rewarded appropriately for performance within their control. With these objectives in mind, the Committee determined to exercise its discretion and approve certain adjustments in the calculation of the Adjusted EBIT performance metric for the Fiscal 2024 annual cash incentive program. Specifically, the Committee determined that certain litigation expenses in connection with legal proceedings against the Company and/or its former chief executive officer should be excluded from the calculation of Adjusted EBIT for Fiscal 2024 under the annual cash incentive program. The Committee made this determination both because the legal proceedings relate to matters outside of the current management’s control and in consideration of the roles and responsibilities of current management at the time the relevant events took place. While the excluded litigation expenses had a de minimis impact on Adjusted EBIT for Fiscal 2024, the Committee determined that the adjustment is consistent with its objective of ensuring that incentive awards are calculated on a comparable basis from year-to-year given the uncertain timeline associated with the resolution of such litigation. Excluding these litigation expenses from the calculation of Adjusted EBIT resulted in an increase in the payout percentage for all eligible associates (which includes the NEOs and a majority of our corporate associates) by approximately one percent. Refer to Appendix A to this Proxy Statement for additional detail on adjustments to this performance metric.

  76. Determination of Fiscal 2024 NEO Award Amounts

    | NEO(1) | Fiscal 2024 Base Salary | Target Award (% of Base Salary) | Actual Payout (% of Target) | Actual Payout | | Fran Horowitz | $1,400,000 | 200% | 188% | $5,264,000 | | Scott D. Lipesky | $825,000 | 110% | 188% | $1,706,100 | | Samir Desai | $725,000 | 100% | 188% | $1,363,000 | | Gregory J. Henchel | $650,000 | 75% | 188% | $916,500 | | Jay Rust | $550,000 | 75% | 188% | $775,500 |

  77. 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.

  78. Award Mix

    | Fiscal 2024 Long-Term Equity Incentive Award Mix | | | PSAs | 50% | | Time-based RSUs | 50% |

  79. Fiscal 2024 Long-Term Equity Incentive Award Opportunities

    Fiscal 2024 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 2024 the Committee determined to grant long-term equity incentive awards to the NEOs with the aggregate grant date fair value shown below.

  80. Fiscal 2024 Long-Term Equity Incentive Award Opportunities

    | NEO | 2024 Target Long-Term Equity Incentive Award | | Fran Horowitz | $9,550,040 | | Scott D. Lipesky | $2,500,173 | | Robert J. Ball | $500,083 | | Samir Desai | $1,750,049 | | Gregory J. Henchel | $900,101 | | Jay Rust | $750,124 |

  81. Restricted Stock Units

    Restricted Stock Units Time-based RSUs were granted to the NEOs in the first quarter of Fiscal 2024 and, except with respect to Mr. Ball’s RSU grant, vest in annual equal installments over a three-year period, beginning on the first anniversary of the grant date, subject to continued employment. As the RSUs were granted prior to Mr. Ball’s appointment as CFO, his RSUs have a different vesting schedule from those granted to the other NEOs; Mr. Ball’s RSUs vest in annual equal installments over a four-year period, beginning on the first anniversary of the grant date, subject to continued employment.

  82. Performance Share Award Measurement

    Performance Share Award Measurement The PSAs granted by the Committee in Fiscal 2024 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 2024 to Fiscal 2026, as shown below. Consistent with Fiscal 2023, the Committee selected these metrics for Fiscal 2024 as they represent key areas of long-term strategic growth for the Company and align compensation with long-term stockholder value.

  83. Performance Share Award Measurement

    | 2025 Proxy Statement | 43 | Abercrombie & Fitch Co. |

  84. Performance Share Award Measurement

    | Fiscal 2024 to 2026 PSA Metrics | Weighting | | Avg. Net Sales Growth Rate | 33.33% | | Avg. Adjusted EBIT Margin | 33.33% | | Relative TSR vs. compensation peer group | 33.34% |

  85. Performance Share Award Measurement

    In support of our pay-for-performance philosophy, the Committee sought to set aggressive goals for the Fiscal 2024 PSAs. In March 2024, the Committee set PSA metrics requiring that, in order to achieve a target payout, the Company must meet challenging sales growth and average Adjusted EBIT Margin targets, as well as three-year Relative TSR that exceeds the 55th percentile of the compensation peer group. The Committee believes these challenging performance goals will further the execution of our 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 is below the threshold level of performance for all three metrics. If performance is between threshold and target or between target and maximum, the level of payout is determined through linear interpolation. To ensure that awards align pay for the NEOs with value creation for our stockholders, payout for the portion of the PSAs that measures 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). In setting the performance targets, the Committee may consider any unusual circumstances that are likely to have a material impact on the PSA performance measures, taking into consideration 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 vesting of RSUs that occur during the fiscal 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. Accordingly, the repurchases did not affect the Committee’s determination of the performance targets for awards granted under our long-term equity incentive programs or the determination of the achievement of such targets.

  86. Completed and Outstanding Performance Share Award Cycles

    Completed and Outstanding Performance Share Award Cycles The final measurement period for the Fiscal 2022 to Fiscal 2024 PSA cycle was completed as of the end of Fiscal 2024. A summary of the Average Net Sales Growth Rate, Average Adjusted EBIT Margin, and Relative TSR achievement and payout for the Fiscal 2022 to Fiscal 2024 PSAs is presented below:

  87. Completed and Outstanding Performance Share Award Cycles

    | Fiscal 2022 to Fiscal 2024 PSA Achievement | Threshold | Target | Maximum | Actual | Payout Percentage | | Avg. Net Sales Growth Rate (33.33% weighting) | 1.0% | 2.0% | 4.0% | 5.1% | 200% | | Avg. Adjusted EBIT Margin (33.33% weighting) | 6.0% | 8.0% | 10.5% | 9.9% | 175% | | Relative TSR vs. Compensation Peer Group (33.34% weighting) | >30TH PERCENTILE | 55TH PERCENTILE | 80TH PERCENTILE | 100TH PERCENTILE | 200% | | Weighted Average | | | | | 192% |

  88. Completed and Outstanding Performance Share Award Cycles

    Performance periods associated with the outstanding Fiscal 2023 to Fiscal 2025 and Fiscal 2024 to Fiscal 2026 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 2024) for the Fiscal 2023 and Fiscal 2024 PSA grants is shown below:

  89. Completed and Outstanding Performance Share Award Cycles

    | Performance Period | Avg. Net Sales Growth Rate Tranche | Avg. Adjusted EBIT Margin Tranche | Relative TSR Tranche | | Fiscal 2023 to Fiscal 2025 | At maximum | At maximum | At maximum | | Fiscal 2024 to Fiscal 2026 | At maximum | At maximum | Approximately at target |

  90. Completed and Outstanding Performance Share Award Cycles

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  91. EQUITY GRANT POLICY AND PRACTICES

    EQUITY GRANT POLICY AND PRACTICES The Company does not currently grant new awards of stock options, stock appreciation rights (“SARs”), or similar option-like instruments. The Company, however, maintains the Abercrombie & Fitch Compensation Committee Equity Grant Policy (the “Grant Policy”), which governs all grants of performance-based and time-based restricted stock units to Company associates, including “Designated Officers” (which includes NEOs). The administration of PSA and RSU awards is managed by the Company’s human resources department with specific instructions related to the timing of grants given by the Committee. Pursuant to the Grant Policy, the Committee reviews and approves individual grants for the NEOs, as well as the total number of shares covered by PSAs and RSUs granted to all associates. Among other things, the Grant Policy generally provides that PSAs and RSUs are granted pursuant to a predetermined schedule throughout the year to avoid the practice of timing grants to take advantage of the release of material, non-public information that could impact the value of executive compensation. In particular, with respect to Designated Officers, the Grant Policy provides that, unless specified otherwise by the Committee, grant effective dates are as follows: (i) for annual awards, the effective date of grant is the date of the Committee’s regular meeting during the first quarter at which such annual awards are approved; (ii) for quarterly awards approved by the Committee outside of the annual grant cycle during regularly scheduled quarterly Committee meetings, the effective date of grant is the later of (a) the grantee’s start or promotion date or (b) the second business day after the upcoming earnings release; and (iii) for off-cycle awards approved by the Committee outside of the annual and quarterly grant cycles, the effective date of grant is the later of (a) the grantee’s start date or promotion date or (b) the date of Committee approval. Additionally, the Grant Policy provides that the effective date of a grant may not precede the Committee’s approval date of a given award.

  92. 2024 Compensation Peer Group

    2024 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 2024, 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 2023 and determined to add Aritzia Inc. to the group for Fiscal 2024. No other changes were made to the Fiscal 2024 peer group. The peer retail companies used by the Committee in determining the “competitive market” with respect to Fiscal 2024 compensation decisions are included in the table below.

  93. 2024 Compensation Peer Group

    | Fiscal 2024 Compensation Peer Group Companies | | | | American Eagle Outfitters, Inc. | Express, Inc. | Ralph Lauren Corporation | | Aritzia 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. |

  94. 2024 Compensation Peer Group

    In determining the peer group for Fiscal 2025, the Committee reviewed the compensation peer group during Fiscal 2024 and approved the removal of Chico’s FAS, Inc., Express, Inc., Fossil Group, Inc., and The Children’s Place, Inc. due to acquisition activity and weak performance. The Committee also approved the addition of Columbia Sportswear, Kontoor Brands, Inc., PVH Corp., Under Armour, and VF Corporation to the peer group for Fiscal 2025.

  95. 2024 Compensation Peer Group

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  96. 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. 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 59. Discussion of the terms of the executive severance agreements appears later in this Proxy Statement in the section captioned “Potential Payments Upon Termination or Change of Control” beginning on page 59.

  97. CLAWBACK POLICY

    CLAWBACK POLICY In Fiscal 2023, the Committee adopted an incentive compensation recoupment policy that 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 (including time-based equity awards) paid to our executive officers. The Committee will determine if a cause-related clawback trigger exists and 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.

  98. FISCAL 2024 SUMMARY COMPENSATION TABLE

    FISCAL 2024 SUMMARY COMPENSATION TABLE The table below summarizes the compensation paid to, awarded to, or earned by our NEOs for Fiscal 2024, Fiscal 2023, and Fiscal 2022.

  99. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($)(5) | | Fran Horowitz | 2024 | 1,392,308 | — | 10,344,160 | 5,264,000 | — | 35,842 | 17,036,310 | | Chief Executive Officer | 2023 | 1,401,923 | — | 8,872,572 | 4,725,000 | — | 35,859 | 15,035,354 | | | 2022 | 1,340,385 | — | 8,223,426 | 1,438,763 | 2,618 | 28,965 | 11,034,157 | | Scott D. Lipesky | 2024 | 821,154 | — | 2,708,072 | 1,706,100 | — | 21,454 | 5,256,780 | | Executive Vice President, Chief Operating Officer (and former Chief Financial Officer) | 2023 | 823,077 | — | 2,150,921 | 1,704,528 | — | 20,521 | 4,699,047 | | | 2022 | 770,192 | — | 1,869,023 | 471,975 | 2,035 | 18,391 | 3,131,616 | | Robert J. Ball | 2024 | 417,308 | — | 541,666 | 339,930 | — | 20,208 | 1,319,112 | | Senior Vice President, Chief Financial Officer | | | | | | | | | | Samir Desai | 2024 | 721,154 | — | 1,895,571 | 1,363,000 | — | 77,876 | 4,057,601 | | Executive Vice President, Chief Digital and Technology Officer | 2023 | 696,154 | — | 2,150,921 | 1,400,000 | — | 100,047 | 4,347,122 | | | 2022 | 670,192 | | 1,441,788 | 411,075 | — | 54,687 | 2,577,742 | | Gregory J. Henchel | 2024 | 648,462 | — | 974,947 | 916,500 | — | 6,646 | 2,546,555 | | Executive Vice President, General Counsel and Corporate Secretary | 2023 | 659,808 | — | 752,862 | 960,000 | — | 6,820 | 2,379,490 | | | 2022 | 612,115 | — | 694,247 | 280,901 | — | 6,447 | 1,593,710 | | Jay Rust | 2024 | 542,308 | — | 812,500 | 775,500 | — | 16,933 | 2,147,241 | | Executive Vice President, Head of Human Resources | | | | | | | | |

  100. FISCAL 2024 SUMMARY COMPENSATION TABLE

    (1)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 2024 Form 10-K. The actual number of PSAs and RSUs granted in Fiscal 2024 to each NEO is shown in the “Fiscal 2024 Grants of Plan-Based Awards” table on page 54 of this Proxy Statement. Pursuant to applicable SEC rules, the amounts shown exclude the impact of estimated forfeitures related to time-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.

  101. FISCAL 2024 SUMMARY COMPENSATION TABLE

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  102. FISCAL 2024 SUMMARY COMPENSATION TABLE

    The maximum grant date fair value related to the PSAs granted in Fiscal 2024 (the NEOs can earn from 0% to 200% of target) is as follows:

  103. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | Name | Maximum Grant Date Fair Value ($) | | Fran Horowitz | 5,569,140 | | Scott D. Lipesky | 1,457,985 | | Robert J. Ball | 291,625 | | Samir Desai | 1,020,547 | | Gregory J. Henchel | 524,897 | | Jay Rust | 437,438 |

  104. FISCAL 2024 SUMMARY COMPENSATION TABLE

    (2)Consistent with standard Company practice, Mr. Ball’s Fiscal 2024 Short-Term Cash Incentive Plan payout was based on his base salary and target in effect prior to his appointment as CFO. (3)The amounts shown in this column represent the above-market earnings on the NEOs’ respective NSSR Plan balances. (4)The amounts shown in this column included the following for Fiscal 2024:

  105. FISCAL 2024 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 | 17,530 | 18,312 | — | 35,842 | | Scott D. Lipesky | 18,195 | 3,259 | — | 21,454 | | Robert J. Ball | 18,669 | 1,539 | — | 20,208 | | Samir Desai | 894 | 1,982 | 75,000 | 77,876 | | Gregory J. Henchel | — | 6,646 | — | 6,646 | | Jay Rust | 15,635 | 1,298 | — | 16,933 |

  106. FISCAL 2024 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 2024. (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 2024. (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. (5)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.

  107. FISCAL 2024 SUMMARY COMPENSATION TABLE

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  108. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

  109. FISCAL 2024 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 2024 | 700,000 | 2,800,000 | 5,600,000 | | | | | | | | | 3/12/2024 | | | | | | | 39,607 | 120.56 | 4,775,020 | | | 3/12/2024 | | | | — | 39,607 | 79,214 | | 140.61 | 5,569,140 | | Scott D. Lipesky | Fiscal 2024 | 226,875 | 907,500 | 1,815,000 | | | | | | | | | 3/12/2024 | | | | | | | 10,369 | 120.56 | 1,250,087 | | | 3/12/2024 | | | | — | 10,369 | 20,738 | | 140.61 | 1,457,985 | | Robert J. Ball | Fiscal 2024 | 75,000 | 300,000 | 600,000 | | | | | | | | | 3/12/2024 | | | | | | | 2,074 | 120.56 | 250,041 | | | 3/12/2024 | | | | — | 2,074 | 4,148 | | 140.61 | 291,625 | | Samir Desai | Fiscal 2024 | 181,250 | 725,000 | 1,450,000 | | | | | | | | | 3/12/2024 | | | | | | | 7,258 | 120.56 | 875,024 | | | 3/12/2024 | | | | — | 7,258 | 14,516 | | 140.61 | 1,020,547 | | Gregory J. Henchel | Fiscal 2024 | 121,875 | 487,500 | 975,000 | | | | | | | | | 3/12/2024 | | | | | | | 3,733 | 120.56 | 450,050 | | | 3/12/2024 | | | | — | 3,733 | 7,466 | | 140.61 | 524,897 | | Jay Rust | Fiscal 2024 | 103,125 | 412,500 | 825,000 | | | | | | | | | 3/12/2024 | | | | | | | 3,111 | 120.56 | 375,062 | | | 3/12/2024 | | | | — | 3,111 | 6,222 | | 140.61 | 437,438 |

  110. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    (1)These columns show the potential cash payouts under the Company’s Short-Term Cash Incentive Plan for Fiscal 2024. These estimated payouts reflect the full annualized amounts. Refer to the discussion beginning at page 41 of this Proxy Statement for the performance metrics related to the annual cash incentive program for Fiscal 2024. 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 time-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.

  111. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

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  112. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

  113. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 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 | 3/22/2022 | 40,017(3) | 4,777,229 | | | | | 3/22/2022 | 230,096(2) | 27,468,860 | | | | | 3/7/2023 | 96,968(3) | 11,576,040 | | | | | 3/7/2023 | | | 290,904(5) | 34,728,120 | | | 3/12/2024 | 39,607(3) | 4,728,284 | | | | | 3/12/2024 | | | 79,214(6) | 9,456,567 | | Scott D. Lipesky | 3/22/2022 | 9,095(3) | 1,085,761 | | | | | 3/22/2022 | 52,296(2) | 6,243,096 | | | | | 3/7/2023 | 23,508(3) | 2,806,385 | | | | | 3/7/2023 | | | 70,522(5) | 8,418,916 | | | 3/12/2024 | 10,369(3) | 1,237,851 | | | | | 3/12/2024 | | | 20,738(6) | 2,475,702 | | Robert J. Ball | 3/23/2021 | 669(4) | 79,865 | | | | | 3/22/2022 | 1,560(4) | 186,233 | | | | | 7/15/2022 | 1,995(3) | 238,163 | | | | | 3/7/2023 | 3,703(4) | 442,064 | | | | | 3/12/2024 | | | 4,148(6) | 495,188 | | | 3/12/2024 | 2,074(4) | 247,594 | | | | Samir Desai | 3/22/2022 | 7,016(3) | 837,570 | | | | | 3/22/2022 | 40,342(2) | 4,816,028 | | | | | 3/7/2023 | 23,508(3) | 2,806,385 | | | | | 3/7/2023 | | | 70,522(5) | 8,418,916 | | | 3/12/2024 | 7,258(3) | 866,460 | | | | | 3/12/2024 | | | 14,516(6) | 1,732,920 | | Gregory J. Henchel | 3/22/2022 | 3,379(3) | 403,385 | | | | | 3/22/2022 | 19,426(2) | 2,319,076 | | | | | 3/7/2023 | 8,228(3) | 982,259 | | | | | 3/7/2023 | | | 24,684(5) | 2,946,776 | | | 3/12/2024 | 3,733(3) | 445,646 | | | | | 3/12/2024 | | | 7,466(6) | 891,291 | | Jay Rust | 3/23/2021 | 944(4) | 112,695 | | | | | 3/22/2022 | 3,898(4) | 465,343 | | | | | 3/7/2023 | 5,878(3) | 701,716 | | | | | 3/7/2023 | | | 17,632(5) | 2,104,908 | | | 3/12/2024 | 3,111(3) | 371,391 | | | | | 3/12/2024 | | | 6,222(6) | 742,782 |

  114. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    See footnotes to the “Outstanding Equity Awards at Fiscal 2024 Year-End” table on the following page.

  115. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

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  116. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    (1)Market value represents the product of the closing price of a share of the Company’s Common Stock on January 31, 2025 (the last business day of Fiscal 2024), which was $119.38, multiplied by the number of RSUs or PSAs. (2)Each of these PSAs granted for the Fiscal 2022 through Fiscal 2024 performance period, which are deemed to be earned because the performance condition was achieved at the end of Fiscal 2024, 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 March 31, 2025. (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)Each of these RSU awards vests in four equal annual installments beginning on the first anniversary of the grant date, subject to the NEO’s continued employment with the Company. (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. (6)The number shown assumes that the PSAs granted for the Fiscal 2024 through Fiscal 2026 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 2024 Grants of Plan-Based Awards” table on page 54 of this Proxy Statement for the threshold, target, and maximum numbers of PSAs that can be earned.

  117. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

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  118. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE

    FISCAL 2024 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 PSAs during Fiscal 2024. No stock options or SARs were exercised by any of the NEOs during Fiscal 2024.

  119. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2)(3) | | Fran Horowitz | 339,052 | 44,247,113 | | Scott D. Lipesky | 75,915 | 9,905,443 | | Robert J. Ball | 7,003 | 959,563 | | Samir Desai | 66,719 | 9,287,308 | | Gregory J. Henchel | 29,519 | 3,852,077 | | Jay Rust | 9,206 | 1,186,773 |

  120. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE

    (1)The number of RSU and PSA shares shown reflects the gross number of shares received upon the vesting of RSUs and PSAs during Fiscal 2024. The number of shares earned in connection with the Fiscal 2021 through Fiscal 2023 PSAs are included in the table above because they vested on April 1, 2024. The number of shares earned in connection with the Fiscal 2022 through Fiscal 2024 PSAs appear in the “Outstanding Equity Awards at Fiscal 2024 Year-End” table on page 55 of this Proxy Statement as those awards did not vest until March 31, 2025. (2)Value realized on the vesting of RSU/PSA awards is calculated by multiplying the number of shares of the Company’s Common Stock underlying the vested portion of each RSU/PSA 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/PSA 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/PSA awards, with the net number of shares received by each of the NEOs as follows:

  121. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE

    | NEO | Net Shares Received on Vesting | | Fran Horowitz | 186,983 | | Scott D. Lipesky | 42,468 | | Robert J. Ball | 4,739 | | Samir Desai | 33,641 | | Gregory J. Henchel | 16,261 | | Jay Rust | 5,001 |

  122. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE

    (3)The PSAs granted for the Fiscal 2021 through Fiscal 2023 performance period vested and were settled during Fiscal 2024 and the terms of the earning of the PSAs were reflected in the Proxy Statement for the 2024 Annual Meeting. Included within the total in the “Value Realized on Vesting” column above, the gross value realized upon vesting of the Fiscal 2021 through Fiscal 2023 PSAs for each NEO who received a grant of PSAs in Fiscal 2021 was $28,313,695 for Ms. Horowitz; $6,222,848 for Mr. Lipesky; $4,376,561 for Mr. Desai; and $2,489,139 for Mr. Henchel. Mr. Rust and Mr. Ball were not granted PSAs in Fiscal 2021.

  123. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE

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  124. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  125. Nonqualified Deferred Compensation for Fiscal 2024

    Nonqualified Deferred Compensation for Fiscal 2024

  126. Nonqualified Deferred Compensation for Fiscal 2024

    | Name | Executive Contributions in Fiscal 2024 ($)(1) | Aggregate Earnings in Fiscal 2024 ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance as of February 1, 2025 ($)(3) | | Fran Horowitz | 41,769 | 34,749 | — | 736,167 | | Scott D. Lipesky | 193,331 | 42,211 | — | 1,045,737 | | Robert J. Ball | 46,208 | 15,978 | — | 360,028 | | Samir Desai | — | — | — | — | | Gregory J. Henchel | — | — | — | — | | Jay Rust | — | 4,301 | — | 88,359 |

  127. Nonqualified Deferred Compensation for Fiscal 2024

    (1)The amounts shown in this column reflect the base salary and Short-Term Cash Incentive Plan payouts for Fiscal 2024 that were deferred by NEOs participating in the NSSR Plan in Fiscal 2024. All amounts in this column are included in the “Salary” and/or the “Non-Equity Incentive Plan Compensation” column totals for Fiscal 2024 reported in the “Fiscal 2024 Summary Compensation Table” beginning on page 52 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 2024, which was not above-market for purposes of the applicable SEC rules, and thus these amounts are not reported in the “Fiscal 2024 Summary Compensation Table” beginning on page 52 of this Proxy Statement. (3)The following amounts are included in the balance as of February 1, 2025 and previously were reported as compensation to the NEOs in the Summary Compensation Tables for past fiscal years: (a) Ms. Horowitz – $597,915; (b) Mr. Lipesky – $849,172; (c) Mr. Ball – $46,208; (d) Mr. Desai – $0; (e) Mr. Rust – $0; and (f) 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 that administers the NSSR Plan may permit hardship withdrawals from a participant’s account under the NSSR Plan in accordance with defined guidelines, including the Internal Revenue Service 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 CEO. 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.

  128. Nonqualified Deferred Compensation for Fiscal 2024

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  129. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

  130. 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 CEO, is provided in compliance with the requirements of Item 402(u) of Regulation S-K (“Item 402(u)”). In Fiscal 2024, the total compensation of our median-compensated associate, excluding Ms. Horowitz, was $2,531. 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 November 3, 2024, the first day of our fourth fiscal quarter in Fiscal 2024, our associate population was equal to 38,886 individuals globally. 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, 2024. 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 U.S. dollars by using the foreign currency exchange rate on December 31, 2024. The median-compensated associate we identified for Fiscal 2024 was a different associate from the one identified for Fiscal 2023. As required by Item 402(u), we measured our median associate’s annual total compensation for 2024 by adding together the same elements of compensation that are included in Ms. Horowitz’s total 2024 compensation, as reported in the “Fiscal 2024 Summary Compensation Table” (beginning on page 52 of this Proxy Statement). Ms. Horowitz’s total compensation for Fiscal 2024, as reported in the “Fiscal 2024 Summary Compensation Table,” was $17,036,310. The resulting estimated ratio of the annual total compensation of Ms. Horowitz to the annual total compensation of our median-compensated associate was 6,731 to 1, which was calculated in a manner consistent with Item 402(u). As additional context, the significant majority of our global associate population work in our stores. As a result, the magnitude of our ratio is influenced by our store staffing model, which relies on a significant number of part-time associates, including temporary and seasonal associates. Many of our store associates balance their part-time schedules with other life commitments, such as education or family responsibilities. Our approach to store staffing provides the advantage of flexible, entry-level employment opportunities to such associates, including students (many of whom are among our core customer demographic). Our median associate for Fiscal 2024 is a part-time, hourly retail store associate who worked a variable schedule throughout the year. 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.

  131. CEO PAY RATIO

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  132. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table and related disclosure below are provided in compliance with the requirements of Item 402(v) of Regulation S-K to summarize information regarding the relationship between “Compensation Actually Paid” (“CAP”) (as calculated under applicable SEC rules), for our Principal Executive Officer (PEO) and our non-PEO NEOs, on an average basis, and the Company’s financial performance for Fiscal 2024, 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 2024 to Company performance is also presented below. The calculations and analysis below do not necessarily reflect our 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 36 of this Proxy Statement.

  133. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year(1) | Summary Compensation Table Total for PEO ($) | CAP to PEO(2)-(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average CAP to Non-PEO NEOs(2)-(3) ($) | Company TSR ($) | Peer Group TSR(4) ($) | Net Income (loss) ($000s) | Adjusted EBIT(5) ($000s) | | 2024 | 17,036,310 | 40,833,160 | 3,065,458 | 5,768,307 | 742.21 | 214.25 | 566,223 | 827,109 | | 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 |

  134. PAY VERSUS PERFORMANCE

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

  135. PAY VERSUS PERFORMANCE

    | Fiscal Year | PEO | Non-PEO NEOs | | 2024 | Fran Horowitz | Scott D. Lipesky, Robert J. Ball, Samir Desai, Gregory J. Henchel, Jay Rust | | 2023, 2022, 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. Garbrielli |

  136. 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 time-based RSUs and PSAs. For PSAs, changes in fair value were calculated as of the end of the covered fiscal year based on the probable outcome of performance conditions, with the TSR-weighted portion of PSAs for Fiscal 2024, Fiscal 2023, Fiscal 2022, and Fiscal 2021, and the PSAs for Fiscal 2020, calculated pursuant to a Monte Carlo simulation, as of the last day of the applicable fiscal year. No stock options were granted or continued to vest during any fiscal year presented in the table. (3)For Fiscal 2024, 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 the “Summary Compensation Table Total for PEO” and “Average Summary Compensation Table Total for Non-PEO NEOs” columns, respectively:

  137. PAY VERSUS PERFORMANCE

    | | PEO ($) | Average Non-PEO NEOs ($) | | Total Reported in Fiscal 2024 Summary Compensation Table (SCT) | 17,036,310 | 3,065,458 | | Less: Value of stock awards reported in SCT | 10,344,160 | 1,386,592 | | Plus: Year-end value of stock awards granted in fiscal year that are outstanding and unvested | 13,292,724 | 1,781,729 | | Plus: Change in fair value (from prior year-end) of stock awards granted in prior years that are outstanding and unvested | 12,551,060 | 1,361,742 | | Plus: Fair Market Value (FMV) of awards granted this year and that vested this year | — | — | | Plus: Change in fair value (from prior year-end to vesting date) of prior year stock awards that vested this year | 8,297,226 | 945,970 | | Less: Prior year-end fair value of stock awards granted in prior years that failed to vest this year | — | — | | Total Adjustments | 23,796,850 | 2,702,849 | | Compensation Actually Paid for Fiscal 2024 | 40,833,160 | 5,768,307 |

  138. PAY VERSUS PERFORMANCE

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  139. 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 1, 2025. 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 as our Company-Selected Measure that represents, in our view, the most important measure used to link Compensation Actually Paid to performance for Fiscal 2024. Adjusted EBIT was the most heavily weighted performance measure in the Company’s annual cash incentive program for Fiscal 2021, Fiscal 2022, Fiscal 2023, and Fiscal 2024, 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.

  140. Pay Versus Performance Descriptive Disclosure

    Pay Versus Performance Descriptive Disclosure We believe that the Compensation Actually Paid in each of Fiscal 2024, Fiscal 2023, Fiscal 2022, Fiscal 2021, and Fiscal 2020 and over the five-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.

  141. 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 five-year period of Fiscal 2020 through Fiscal 2024 align with the Company’s TSR performance over the same period. This is due primarily to the emphasis on at-risk or variable, 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 2024 PSAs were directly tied to relative TSR. For more information regarding the PSAs, refer to the discussion beginning on page 43 of this Proxy Statement. As depicted in the below chart, strong absolute TSR performance in Fiscal 2020, Fiscal 2021, Fiscal 2023, and Fiscal 2024 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.

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

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  143. 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 2024 are positively correlated to Net Income over the period. That said, no portion of our compensation is directly tied to net income results.

  144. 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, Fiscal 2023, and Fiscal 2024 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, Fiscal 2023, and Fiscal 2024. Compensation Actually Paid is aligned with the Company’s Adjusted EBIT over Fiscal 2020 to Fiscal 2024, which is partially attributable to its prominence in our program design and its positive correlation with our stock price.

  145. Chart 3: Compensation Actually Paid Versus Adjusted EBIT

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

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