DEF 14A of Oxford Industries Inc, May 14, 2024

DEF 14A of Oxford Industries Inc

Filed May 14, 2024 · FY20230001104659-24-061166

Open on EDGAR

  1. Proposal No. 1: Election of Directors

    Proposal No. 1: Election of Directors

  2. Board of Directors

    Board of Directors In accordance with our charter, our directors are divided into three classes that are as nearly equal in size as possible. Directors in each class are elected to three-year terms, with director classes serving staggered terms. A director holds office until the annual meeting of shareholders held in the year during which the director’s term ends and until his or her successor is elected and qualified. When the number of directors is increased, newly appointed directors are required to stand for election at the next annual meeting.

  3. Directors

    Directors Under our articles of incorporation, or charter, our Board must consist of at least nine members, with the specific number fixed by our bylaws, as amended from time to time. Our bylaws have currently set the number of our directors at 11 members, and we currently have 11 members serving on our Board. Our charter provides that the members of our Board are to be divided into three classes. Our Board currently consists of four Class I directors (Dennis M. Love, Clyde C. Tuggle, E. Jenner Wood III and Carol B. Yancey), four Class II directors (Thomas C. Chubb III, John R. Holder, Stephen S. Lanier and Clarence H. Smith) and three Class III directors (Helen Ballard, Virginia A. Hepner and Milford W. McGuirt). The terms of our Class II directors expire at the 2024 annual meeting, while the terms of our Class III directors and Class I directors expire in 2025 and 2026, respectively.

  4. Director Nominees

    Director Nominees The following sets forth, as of April 19, 2024, certain information concerning our nominees for director, as well as a description of the specific experience, qualifications, attributes and skills that led our Board to conclude that each of these individuals should serve as a director. Nominees for Class II Director

  5. Director Nominees

    | Name | Age | Director Since | Positions Held and Specific Experience and Qualifications | | Thomas C. Chubb III | 60 | 2012 | Thomas C. Chubb III is our Chairman, Chief Executive Officer and President. Tom has served as our Chief Executive Officer and President since 2013 and was elected our Chairman in 2015. Tom served as our President starting in 2009, as our Executive Vice President from 2004 until 2009, and as our Vice President, General Counsel and Secretary from 1999 to 2004. Tom is a member of the Board of Directors and serves as the Presiding Director, a member of the Compensation and Human Capital Committee and as Chair of the Nominating/Corporate Governance Committee of Flowers Foods, Inc. | | | | | Tom has been an executive with our company for 25 years. Tom was instrumental in our company’s transformation from its historical domestic private label manufacturing roots to becoming a portfolio of leading lifestyle brands. Tom’s previous experience as our General Counsel also gives him key insights into the business, legal and regulatory environment in which we operate. Tom’s long history with our organization, his leadership skills and his knowledge of our businesses and industry serve our Board well. | | John R. Holder | 69 | 2009 | John R. Holder is Chairman of Holder Properties, Inc., a commercial and residential real estate development, acquisitions, leasing and management company, and has held that position since 1989. John served as Chief Executive Officer of Holder Properties, Inc. from 1989 until his retirement from that position in April 2023. He is a member of the Board of Directors and Compensation and Human Capital Committee of Genuine Parts Company and also serves on the Board of Directors of SunTrust Bank’s Atlanta Region. | | | | | John has demonstrated strategic leadership in growing Holder Properties, which has developed or acquired over 100 projects across the United States with total capitalization in excess of $4 billion, and has also had extensive involvement in the financial and marketing areas of that business. His service as the Chairman and Chief Executive Officer of Holder Properties, together with various board affiliations, including civic organizations, has given him leadership experience, business acumen and financial literacy beneficial to our Board and Audit Committee. | | Stephen S. Lanier | 46 | 2018 | Stephen S. Lanier is a Managing Partner of Fremantle Capital, LLC, a private investment firm that seeks to acquire or invest in mature, lower middle market companies primarily in the Southeastern U.S. and Texas. Prior to co-founding Fremantle Capital in 2017, Stephen spent seven years in leadership positions in operations, compliance, governmental affairs and the office of the general counsel of Southern Company, one of the nation’s largest energy companies. Before joining Southern Company, Stephen served in the Central Intelligence Agency during the George W. Bush and Barack Obama administrations. Stephen began his career as a securities analyst for Merrill Lynch. Stephen currently serves on the Board of Directors of Stonecreek Dental Care. |

  6. Director Nominees

    | Name | Age | Director Since | Positions Held and Specific Experience and Qualifications | | | | | Stephen has more than 15 years of private and public sector experience in multiple industries. Stephen has extensive middle market M&A experience and has worked internationally in various regions. He has a strong financial background, as well as insight into the global markets and regulatory environments in which we operate, all of which provides valuable insights to our Board. |

  7. Continuing Directors

    Continuing Directors The following sets forth, as of April 19, 2024, certain information concerning our current Class III and Class I directors, whose terms expire in 2025 and 2026, respectively, as well as a description of the specific experience, qualifications, attributes and skills that led our Board to conclude that each of these individuals should serve as a director. Each of our Class III and Class I directors is currently expected to remain in office for the remainder of his or her current term.

  8. Continuing Directors

    | Name | Age | Director Since | Positions Held and Specific Experience and Qualifications | | Helen Ballard | 69 | 1998 | Helen Ballard is the owner of Helen Ballard LLC, a company she formed in 2015 in the business of home furnishing products design. Prior to forming Helen Ballard LLC, Helen founded Ballard Designs, Inc. in 1983 and served as its Chief Executive Officer until she retired from that position in 2002. Ballard Designs, Inc. is an omnichannel home furnishing retail business currently part of Qurate Retail, Inc. | | | | | Helen has more than 20 years of experience in a chief executive capacity. Helen also previously served as a member of the Board of Directors of Cornerstone Brands, Inc., which was organized as a conglomerate of companies selling home and leisure goods and casual apparel through catalogs primarily aimed at affluent, well-educated consumers ages 35 to 60. Helen’s experience in direct-to-consumer branded businesses serves our Board well. | | Virginia A. Hepner | 66 | 2016 | Virginia A. Hepner retired from her position as President and Chief Executive Officer of The Woodruff Arts Center, a visual and performing arts center, in 2017. Virginia had served in this capacity since 2012. Prior to joining the Woodruff Arts Center, she served as a consultant to DMI Music and Media Solutions from 2011 until 2012. She was a principal investor in GHL, LLC, a private real estate investment partnership for commercial assets from 2005 through 2022. Virginia retired from Wachovia Bank in 2005 as an Executive Vice President. Virginia serves as a director of Cadence Bank, including as Chair of its Audit Committee and a member of its Executive Compensation and Stock Incentive Committee. Virginia is also a member of the Board of Directors of National Vision Holdings, Inc., including as the Chair of its Nominating and Corporate Governance Committee and a member of its Audit Committee. Virginia previously served as a director of Chexar Corporation (now named Ingo Money, Inc.). Virginia has more than 25 years of corporate banking and capital markets experience, including having served as a senior officer with financial oversight responsibilities. Her financial expertise and leadership skills, also evidenced by her experience as a director of publicly held companies and overseeing various aspects of The Woodruff Arts Center’s operations, serve our Board well. | | Dennis M. Love | 68 | 2008 | Dennis M. Love is the retired Chairman of Printpack Inc., a manufacturer of flexible and specialty rigid packaging, a position he held from 2005 until 2017. Dennis also served as Chief Executive Officer of Printpack Inc. from 1987 until his retirement from that position in 2016. Dennis served as a director of AGL Resources, Inc. from 1999 until that company’s merger with Southern Company in 2016. Dennis has approximately 30 years of experience as a chief executive and has extensive service as a director of public companies. The insight Dennis gained through these affiliations serves our Board well. In addition, his stewardship of Printpack Inc.’s successful domestic and international acquisitions allows him to offer key insights into our operations and strategic decision making, making him a valuable asset to our Board and Audit Committee. | | Milford W. McGuirt | 67 | 2020 | Milford W. McGuirt retired as Managing Partner of the Atlanta office and Mid-South Region of KPMG in 2019. During a 33-year career at KPMG, Milford held a number of leadership positions, including as a senior partner and the National Audit Sector Leader and National Industry Leader for the firm’s higher education practice. Prior to joining KPMG, Milford served as an audit manager with Coopers & Lybrand. Milford is a member of the Board of Directors of Science Applications International Corp. and serves as the Chair of its Audit Committee and a member of its Nominating and Corporate Governance Committee. Milford also serves as a member of the Board of Directors of Chick-fil-A, Inc. Milford served as a member of the Board of Directors, Audit Committee and Nominating and Corporate Governance Committee of HD Supply Holdings, Inc. and HD |

  9. Continuing Directors

    | Name | Age | Director Since | Positions Held and Specific Experience and Qualifications | | | | | Supply, Inc. from June 2020 until those companies were acquired by The Home Depot, Inc. in December 2020. | | | | | Milford has more than 40 years of experience in public accounting and audit services, which included recognition as one of Atlanta’s Most Admired CEOs by the Atlanta Business Chronicle in 2017 when he was heading up KPMG’s Atlanta office and Mid-South Region. Milford’s professional experience, which includes extensive board and civic affiliations, provides our Board and Audit Committee with valuable financial expertise, governance insights and strategic leadership. | | Clyde C. Tuggle | 63 | 2011 | Clyde C. Tuggle is the President and Chief Executive Officer of InVeris Training Solutions, Inc., and is a co-founder of Pine Island Capital Partners, a middle-market private equity investment firm. Clyde retired as Senior Vice President, Chief Global Public Affairs and Communications Officer of The Coca-Cola Company in 2017, a position he held since 2009, and subsequently served as Senior Advisor to the Chief Executive Officer of Coca-Cola until 2018. During his 30-year career at Coca-Cola, Clyde held a number of senior management roles, including as Executive Assistant (chief of staff) to the CEO; Deputy Division President, Central Europe; Senior Vice President, Worldwide Public Affairs and Communication; and President of Coca-Cola’s Russia, Ukraine and Belarus Division. Clyde serves on the Board of Directors of Georgia Power Company. | | | | | Clyde has broad executive management experience at a publicly traded company heavily focused on brand management, which serves our Board well. In addition, Clyde’s experience at Coca-Cola, which includes oversight of investor relations and public communications issues, provides key insights to our Board and Audit Committee. | | E. Jenner Wood III | 72 | 1995 | E. Jenner Wood III served as Corporate Executive Vice President of SunTrust Banks, Inc. from 1994 until his retirement in 2016. He also served as Chairman, President and Chief Executive Officer of the Atlanta Division of SunTrust Bank from 2014 to 2015. During his 40+ year career at SunTrust Bank, Jenner served in various corporate executive positions, including as Chairman, President and Chief Executive Officer of the Atlanta/Georgia Division, the Georgia/North Florida Division and SunTrust Bank Central Group. Jenner is a director of Southern Company, where he serves as the Chair of the Finance Committee and as a member of the Compensation and Talent Development Committee, and a director of Genuine Parts Company, where he serves on the Compensation and Human Capital Committee. Subsequent to April 19, 2024, Jenner retired from the Board of Directors of Genuine Parts Company at its annual meeting. | | | | | Jenner’s professional career includes more than 20 years in executive management positions with SunTrust Banks, Inc. and its various affiliates. Jenner’s insights with respect to financial issues and the financial services industry generally, including as it relates to the retail and business aspects of SunTrust Banks’ operations, together with his extensive experience on the boards of directors and committees of various public and private companies, make him a valuable asset to our Board. | | Carol B. Yancey | 60 | 2022 | Carol B. Yancey retired as Executive Vice President and Chief Financial Officer of Genuine Parts Company in 2022 after more than 30 years in various executive and senior financial and governance roles, including Corporate Secretary, Senior Vice President of Finance, Director of Shareholder Relations and Director of Investor Relations. Prior to joining Genuine Parts Company, she spent six years in public accounting. Carol is a member of the Board of Directors and chair of the Audit Committee of BlueLinx Holdings Inc. | | | | | Carol has more than 30 years of experience in public accounting, financial oversight and operational matters, including extensive experience in public company executive leadership. Her depth of insight into strategic leadership and governance brings valuable expertise to our Board and NC&G Committee. |

  10. Director Compensation

    Director Compensation

  11. Director Compensation for Fiscal 2023

    Director Compensation for Fiscal 2023 The table below summarizes the compensation for our non-employee directors for fiscal 2023.

  12. Director Compensation for Fiscal 2023

    | Name | Fees Earned or Paid in Cash($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($)(3) | | Helen Ballard | 61,295 | 114,955 | 3,083 | 179,333 | | Virginia A. Hepner | 61,295 | 114,955 | 3,083 | 179,333 | | John R. Holder(4) | 88 | 179,912 | 4,140 | 184,140 | | Stephen S. Lanier | 61,295 | 114,955 | 3,083 | 179,333 | | Dennis M. Love(4) | 109 | 199,891 | 4,459 | 204,459 | | Milford W. McGuirt | 61,295 | 114,955 | 3,083 | 179,333 | | Clarence H. Smith | 79,420 | 114,955 | 3,083 | 197,458 | | Clyde C. Tuggle | 61,295 | 114,955 | 3,083 | 179,333 | | E. Jenner Wood III | 83,170 | 114,955 | 3,083 | 201,208 | | Carol B. Yancey | 61,295 | 114,955 | 2,947 | 179,197 |

  13. Director Compensation for Fiscal 2023

    (1) Represents the aggregate grant date fair value of restricted stock granted in fiscal 2023, computed in accordance with FASB ASC Topic 718. Information about the assumptions used to value these awards can be found under the caption “Equity Compensation” in Notes 1 and 9 in our 2023 Annual Report on Form 10-K. As of February 3, 2024, John R. Holder held 1,333 restricted shares of our common stock; Dennis M. Love held 1,383 restricted shares of our common stock; and each of our other current non-employee directors held 1,168 restricted shares of our common stock. Restricted shares held by each of our non-employee directors as of February 3, 2024 will vest on June 18, 2024. (2) Represents the dollar value of dividends paid on unvested stock awards which was not factored into the grant date fair value for the stock. (3) In addition, from time to time, our directors receive discounted and complimentary meals, apparel and related merchandise. We do not believe that the aggregate incremental cost to us of these discounts and benefits exceeds $10,000 for any of our directors and, in accordance with SEC rules and regulations, have excluded them from this table. For fiscal 2023, John R. Holder and Dennis M. Love elected to receive their cash retainers of $65,000 and $85,000, respectively, in the form of restricted stock. Pursuant to such election, John R. Holder was granted 660 restricted shares of our common stock and Dennis M. Love was granted 863 restricted shares of our common stock.

  14. Compensation Philosophy and Objectives

    | What We Do | | What We Don’t Do | | | | We tie a significant percentage of each NEO’s potential total compensation opportunities to performance of our company and/or our operating groups | | We do not have employment or severance agreements with our NEOs | | | We provide a mix of short-term and long-term incentives with rigorous financial performance requirements | | We do not provide our NEOs with incentives that encourage excessive risk-taking | | | Our equity compensation awards generally contain only a “double trigger” change in control acceleration of vesting | | We do not provide our NEOs with excise or other tax gross ups | | | Compensation decisions for NEOs are made by an independent compensation committee advised by an independent compensation consultant, with benchmarking against a thoughtfully assembled and representative peer group | | We do not permit the repricing or cash buyouts of stock options or SARs without shareholder approval | | | We condition severance payments upon a release of claims | | We do not permit liberal share recycling or “net share counting” on equity awards | | | We have meaningful stock ownership guidelines for executives and retention guidelines, or holding periods, on exercised stock options and vested restricted stock that apply to our NEOs | | We do not permit our directors and executive officers to hedge the economic risk of ownership of our company’s stock | | | We have an annual say-on-pay vote | | We do not permit our directors and executive officers to pledge their interests in our company’s stock as a form of security | | | We provide only modest perquisites, namely complimentary or discounted availability of our products, that serve the best interests of our business and are common practice in our industry | | We do not pay dividends or dividend equivalents on performance-based equity awards during the applicable performance period | | | | | We do not provide guaranteed incentive awards for executives |

  15. Short-Term/Annual (Cash) Incentive Compensation

    Short-Term/Annual (Cash) Incentive Compensation Our compensation committee has utilized cash incentive awards in recent years to provide our NEOs with variable cash compensation opportunities based on short-term/annual company and/or operating group performance. Consistent with the objective of motivating our NEOs to achieve and exceed performance goals, our compensation committee approved threshold, target and maximum award levels expressed as a percentage of each NEO’s base salary for fiscal 2023, as follows:

  16. Short-Term/Annual (Cash) Incentive Compensation

    | Name | Cash Incentive Awards (% of Base Salary) | | | | Fiscal 2023 Target Cash Incentive Award ($) | | | At Threshold | At Target | At Maximum | Fiscal 2023 Base Salary ($) | | | Thomas C. Chubb III | 25% | 100% | 175% | 900,000 | 900,000 | | K. Scott Grassmyer | 15% | 60% | 105% | 500,000 | 300,000 | | Thomas E. Campbell | 12.5% | 50% | 87.5% | 468,000 | 234,000 | | Michelle M. Kelly | 15% | 60% | 105% | 615,000 | 369,000 | | Douglas B. Wood | 15% | 60% | 105% | 793,000 | 475,800 |

  17. Short-Term/Annual (Cash) Incentive Compensation

    Our compensation committee approved individual performance measures for each of our NEOs based on profit before taxes, as adjusted for non-recurring or unusual items (PBT), of our company and each of our operating groups. PBT is a performance measure which we believe drives shareholder value by focusing management on the profitability of our company and/or operating groups, taking into consideration the cost of the capital being deployed. For cash incentive awards that could become payable to Thomas C. Chubb III, K. Scott Grassmyer and/or Thomas E. Campbell, the incentive award was based on the PBT of our company as a whole during fiscal 2023. For cash incentive awards that could become payable to Michelle M. Kelly and Douglas B. Wood, the incentive award was based on the satisfaction of applicable PBT targets by our Lilly Pulitzer operating group and Tommy Bahama operating group, respectively, during fiscal 2023. For each of our NEOs, if the applicable threshold performance measure was not met for the fiscal year, no cash incentive would be payable in respect of the bonus opportunity. In establishing performance targets for fiscal 2023, our compensation committee took into consideration our forecasts for the fiscal year at the time of setting the target, including driving growth across the enterprise on the top- and bottom-lines, focusing on underlying operating margin goals relative to industry peers. Our compensation committee’s approval of incentive targets at the beginning of fiscal 2023 reflected and extrapolated tremendous post-pandemic consumer metrics and growth, which subsided significantly over the course of the year. Performance Targets For purposes of the cash incentive award for each of our NEOs, the table below sets forth the threshold, target and maximum performance targets for our company as a whole and the applicable operating group for fiscal 2023; actual performance during fiscal 2023 relative to the performance targets; and the actual bonus achieved as a percentage of the performance targets.

  18. Short-Term/Annual (Cash) Incentive Compensation

    | Performance Measure(s) | Performance Target ($ in 000s) | | | Actual Performance | Actual Achievement as a Percent of Target | | | Threshold | Target | Maximum | | | | PBT, Total Company(1) | 196,350 | 231,000 | 265,650 | 173,207 | 0% | | PBT, Lilly Pulitzer(2) | 51,000 | 60,000 | 69,000 | 45,871 | 0% | | PBT, Tommy Bahama(3) | 131,750 | 155,000 | 178,250 | 139,196 | 49.0% |

  19. Short-Term/Annual (Cash) Incentive Compensation

    (1) Performance measure applicable to Thomas C. Chubb III, K. Scott Grassmyer and Thomas E. Campbell. (2) Performance measure applicable to Michelle M. Kelly. (3) Performance measure applicable to Douglas B. Wood. Fiscal 2023 Incentive Awards Based on our fiscal 2023 performance, Mr. Wood earned 49.0% of his target cash incentive award in the amount of $233,142, while our other NEOs did not earn cash incentives in respect of fiscal 2023. Our compensation committee appreciated that fiscal 2023 was a tremendous year for our company, reflecting the second highest earnings in our company history with a 135% growth in earnings per share relative to the pre-pandemic fiscal 2019 and a 185% increase in PBT relative to fiscal 2019. While the compensation committee believed that the strong objective performance of our company merited a bonus award, they deferred to those NEOs’ desire not to accept a bonus award for fiscal 2023 in light of the failure to meet the high performance goals set at the outset of the year.

  20. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation Our compensation committee utilizes stock-based incentive awards under the LTIP to incent our NEOs to remain with our company and further align the interests of our NEOs with those of our shareholders. Our compensation committee typically considers and approves long-term equity incentive awards in March of each year. Our compensation committee believes that a mix of performance-based and service-based equity awards furthers the program’s incentive and retention objectives. In fiscal 2020, after carefully considering the overall economic environment and market practice, our compensation committee approved performance-based awards based on a multi-year relative total shareholder return (TSR) metric, which represented a change from our prior practice of awarding performance-based restricted stock awards that vested contingent upon our achievement of one-year earnings per share performance goals. Our compensation committee believes that multi-year relative TSR awards continue to reflect market best practices and effectively align the interests of our NEOs with those of our shareholders by tying the compensation of our executives to whether or not we deliver value to our shareholders relative to other companies in our industry over an extended duration. For fiscal 2023, our long-term equity incentive compensation program included two elements: • performance-based equity awards under the LTIP that provided participants the opportunity to earn RSUs contingent upon our achievement of certain performance goals for our company based on multi-year TSR relative to a representative set of comparator group companies, with any RSUs earned by recipients vesting on May 29, 2026, as further described below and in the applicable award agreements; and • service-based equity awards under the LTIP, consisting of service-based RSUs that are subject to a three-year vesting period, with the awards cliff vesting on May 29, 2026. In considering an increase in the long-term equity incentive compensation awarded to our NEOs for fiscal 2023, our compensation committee considered our strong performance during fiscal 2022, as well as, in the case of Mr. Chubb, the results of a benchmarking analysis conducted by our compensation committee’s consultant indicating that Mr. Chubb’s overall compensation was significantly lower than the median compensation for similarly situated chief executive officers in the market. In determining the number of performance-based RSUs and service-based RSUs to award, our compensation committee also took into account the overall proportion of Mr. Chubb’s compensation which is “at risk” based on our performance in light of the decision, made at Mr. Chubb’s request, not to increase Mr. Chubb’s base salary for fiscal 2023. The table below sets forth the awards approved by our compensation committee for each of our NEOs for the fiscal 2023 LTIP program.

  21. Long-Term Equity Incentive Compensation

    | Name | Performance-Based RSUs at Target (# of shares) | Service-Based RSUs (# of shares) | | Thomas C. Chubb III | 21,000 | 9,000 | | K. Scott Grassmyer | 6,500 | 3,500 | | Thomas E. Campbell | 4,200 | 1,800 | | Michelle M. Kelly | 4,480 | 1,920 | | Douglas B. Wood | 5,600 | 2,400 |

  22. Long-Term Equity Incentive Compensation

    The number of shares that will actually be received by each NEO is subject to applicable vesting and performance criteria. Performance-based RSUs will vest based on our company’s TSR relative to the TSR of certain peer companies in a comparator group approved by our compensation committee (which comparator group includes certain companies included in our peer group set forth under “—Compensation Decision Process,” as well as certain industry participants with whom we regularly compare our stock performance) during a three-year performance period ending May 1, 2026 (the last trading day of the first quarter of fiscal 2026). For purposes of the performance-based equity awards, a company’s TSR is determined based on the dividend-adjusted price appreciation of its common stock during the performance period. The actual number of performance-based shares that may be issued will range from 0% to 200% of the target award, based on the percentile rank of our TSR relative to the TSRs of the companies in the comparator group during the performance period, according to the following schedule:

  23. Long-Term Equity Incentive Compensation

    | Company TSR Percentile Rank | RSUs as Percentage of Target | | <25% | 0% | | 25% | 25% | | 50% | 100% | | 75% | 150% | | ≥90% | 200% |

  24. Long-Term Equity Incentive Compensation

    If our TSR percentile is between the points shown above, the percentage of performance-based RSUs that vest will be determined based on linear interpolation. RSUs will vest on May 29, 2026 following our compensation committee’s certification of our TSR relative to the TSR of the companies in our comparator group. One share of our common stock will be issued for each RSU earned and vested. If our absolute TSR is negative over the performance period, the payout will not exceed 100% of the target number of performance-based RSUs. No performance-based RSUs will be earned if our percentile rank is lower than 25%. The fiscal 2023 equity awards would generally be forfeited if the recipient is not continuously employed by us through the applicable vesting date. Vesting of the award in the absence of continued employment through May 29, 2026 occurs in certain limited circumstances, which our compensation committee believes is consistent with prevailing market practices: • a “double trigger” scenario (i.e., a change of control of our company followed by a termination of employment by the individual with “good reason” or by us or our acquiror without “cause”) or, in the case of performance-based equity awards, in the case of a change of control where the awards are neither continued following a change of control nor assumed or converted by the successor entity; • death or disability; and • qualifying retirement (defined as age 62 with five years of employment), which would provide for a prorated portion of the award (including in the case of performance-based equity awards, subject to the relative-TSR performance metrics) to become payable to the recipient on May 29, 2026 at the conclusion of the vesting period.

  25. Summary Compensation Table for Fiscal 2023

    Summary Compensation Table for Fiscal 2023 The table below shows the compensation for each of our NEOs for the applicable fiscal years:

  26. Summary Compensation Table for Fiscal 2023

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(1)(4) | Total ($)(5) | | Thomas C. Chubb III Chairman, Chief Executive Officer and President | 2023 | 934,615 | 4,247,460 | — | 460,450 | 5,642,525 | | | 2022 | 896,923 | 2,544,375 | 1,575,000 | 196,055 | 5,212,353 | | | 2021 | 850,385 | 2,249,159 | 1,540,000 | 126,326 | 4,765,870 | | K. Scott Grassmyer Executive Vice President, Chief Financial Officer and Chief Operating Officer | 2023 | 514,615 | 1,396,990 | — | 199,877 | 2,111,482 | | | 2022 | 465,038 | 925,605 | 493,500 | 93,991 | 1,978,134 | | | 2021 | 436,034 | 704,370 | 383,031 | 74,333 | 1,597,768 | | Thomas E. Campbell Executive Vice President and Chief Information Officer | 2023 | 483,231 | 849,492 | — | 188,601 | 1,521,324 | | | 2022 | 448,115 | 667,155 | 393,750 | 91,737 | 1,600,757 | | | 2021 | 436,034 | 704,370 | 383,031 | 74,735 | 1,598,170 | | Michelle M. Kelly Chief Executive Officer, Lilly Pulitzer | 2023 | 610,385 | 906,125 | — | 136,192 | 1,652,702 | | | 2022 | 597,692 | 722,590 | 348,289 | 40,406 | 1,708,977 | | | 2021 | 582,611 | 882,870 | 614,250 | 39,502 | 2,119,233 | | Douglas B. Wood Chief Executive Officer, Tommy Bahama | 2023 | 788,308 | 1,132,656 | 233,142 | 174,634 | 2,328,740 | | | 2022 | 759,423 | 820,085 | 733,906 | 87,482 | 2,400,896 | | | 2021 | 733,606 | 759,590 | 714,656 | 49,006 | 2,256,858 |

  27. Summary Compensation Table for Fiscal 2023

    (1) Compensation for fiscal 2023 may not be directly comparable to compensation paid in respect of fiscal 2022 and fiscal 2021, as amounts paid in respect of “Salary” and “All Other Compensation” represent amounts paid during the 53-week fiscal 2023 period compared to the 52-week fiscal 2022 and fiscal 2021 periods. By way of example, the base salary for each of Mr. Chubb, Mr. Campbell and Mr. Grassmyer for fiscal 2023 included 27 bi-weekly pay periods. (2) Represents the aggregate grant date fair value of equity incentive compensation awards approved in fiscal 2023, fiscal 2022 and fiscal 2021, as applicable, computed in accordance with FASB ASC Topic 718, which in respect of performance-based equity awards is valued using a Monte Carlo based estimate that takes into consideration our company’s recent stock price performance, including relative to the applicable comparator group. Information about the assumptions used to value these awards can be found under the captions “Equity Compensation” in Notes 1 and 9 in our 2023 Annual Report on Form 10-K. With respect to the value of performance-based RSU awards included for fiscal 2023, the following sets forth the grant date fair value that was included in the table above (as also set forth below under “—Grants of Plan-Based Awards in Fiscal 2023”) and the corresponding grant date fair value of these awards assuming the maximum level of performance conditions was met:

  28. Summary Compensation Table for Fiscal 2023

    | Name | Fair Value included in Summary Compensation Table ($) | Fair Value Assuming Maximum Performance ($) | | Thomas C. Chubb III | 3,210,480 | 6,420,960 | | K. Scott Grassmyer | 993,720 | 1,987,440 | | Thomas E. Campbell | 642,096 | 1,284,192 | | Michelle M. Kelly | 684,902 | 1,369,805 | | Douglas B. Wood | 856,128 | 1,712,256 |

  29. Summary Compensation Table for Fiscal 2023

    Amounts reported under “Non-Equity Incentive Plan Compensation” reflect cash incentive awards earned by each of our NEOs under our short-term cash incentive program (which is described above under “—Compensation Discussion and Analysis—Short-Term/Annual (Cash) Incentive Compensation”) in respect of company and/or operating group performance during the applicable fiscal year. Amounts reported under “All Other Compensation” for fiscal 2023 reflect the following amounts:

  30. Summary Compensation Table for Fiscal 2023

    | Name | Executive Health Insurance ($) | Company Contributions to Defined Contribution Plan ($) | Company Contributions to Non-Qualified Deferred Compensation Plan ($) | Dividends and Dividend Equivalents on Unvested Stock Awards ($) | | Thomas C. Chubb III | 36,510 | 18,951 | 120,694 | 284,294 | | K. Scott Grassmyer | 34,530 | 17,575 | 38,049 | 109,723 | | Thomas E. Campbell | 36,510 | 17,647 | 31,346 | 103,098 | | Michelle M. Kelly | — | 16,270 | 35,891 | 84,032 | | Douglas B. Wood | — | 16,344 | 64,458 | 93,232 |

  31. Summary Compensation Table for Fiscal 2023

    Increases in the amount of dividends relative to fiscal 2022 reflect the vesting in fiscal 2023 of performance-based TSR awards granted in fiscal 2020, which was the first year we issued multi-year relative TSR awards. Because we do not pay dividends or dividend equivalents on performance-based equity awards during the applicable performance period, accrued dividend equivalents were paid upon vesting of the awards. In addition, our NEOs, from time to time, may receive discounts on merchandise purchased directly from our company or complimentary meals at our Tommy Bahama restaurants. We do not believe that the aggregate incremental cost to us of these discounts and benefits exceeds $10,000 for any of our NEOs and are excluded from this table. (5) Totals may not add due to rounding.

  32. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table presents information for fiscal 2023 regarding equity awards granted under our LTIP and possible cash awards that could have been earned for fiscal 2023 performance, as described above under “—Compensation Discussion and Analysis—Short-Term/Annual (Cash) Incentive Compensation.”

  33. Grants of Plan-Based Awards in Fiscal 2023

    | | 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 (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Thomas C. Chubb III | | 225,000 | 900,000 | 1,575,000 | | | | | | | | 3/17/23 | | | | 5,250 | 21,000 | 42,000 | | 3,210,480 | | | 3/17/23 | | | | | | | 9,000 | 1,036,980 | | K. Scott Grassmyer | | 75,000 | 300,000 | 525,000 | | | | | | | | 3/17/23 | | | | 1,625 | 6,500 | 13,000 | | 993,720 | | | 3/17/23 | | | | | | | 3,500 | 403,270 | | Thomas E. Campbell | | 58,500 | 234,000 | 409,500 | | | | | | | | 3/17/23 | | | | 1,050 | 4,200 | 8,400 | | 642,096 | | | 3/17/23 | | | | | | | 1,800 | 207,396 | | Michelle M. Kelly | | 92,250 | 369,000 | 645,750 | | | | | | | | 3/17/23 | | | | 1,120 | 4,480 | 8,960 | | 684,902 | | | 3/17/23 | | | | | | | 1,920 | 221,222 | | Douglas B. Wood | | 118,950 | 475,800 | 832,650 | | | | | | | | 3/17/23 | | | | 1,400 | 5,600 | 11,200 | | 856,128 | | | 3/17/23 | | | | | | | 2,400 | 276,528 |

  34. Grants of Plan-Based Awards in Fiscal 2023

    (1) Reflects potential cash incentive awards in respect of company and/or operating group performance during fiscal 2023 under our short-term cash incentive program, which is described above under “—Compensation Discussion and Analysis—Short-Term/Annual (Cash) Incentive Compensation.” Reflects performance-based RSUs granted under the LTIP. All of the awards vest on May 29, 2026. These stock awards, including the performance schedule, are described above under “—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation.” Reflects service-based RSUs granted under the LTIP. All of the awards cliff vest on May 29, 2026. These stock awards are described above under “—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation.” (4) The values for stock awards in this column are computed in accordance with FASB ASC Topic 718, which in respect of performance-based equity awards is valued using a Monte Carlo based estimate that takes into consideration our company’s recent stock price performance, including relative to the applicable comparator group. Information about the assumptions used to value these awards can be found under the captions “Equity Compensation” in Notes 1 and 9 in our 2023 Annual Report on Form 10-K.

  35. Outstanding Equity Awards at Fiscal 2023 Year-End

    Outstanding Equity Awards at Fiscal 2023 Year-End The following table provides information with respect to unvested equity awards held by our NEOs as of February 3, 2024. Our NEOs did not hold any unexercised stock options at the end of fiscal 2023.

  36. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Thomas C. Chubb III | 23,715 | 2,280,434 | 74,750 | 7,187,960 | | K. Scott Grassmyer | 8,200 | 788,512 | 24,950 | 2,399,192 | | Thomas E. Campbell | 5,800 | 557,728 | 19,950 | 1,918,392 | | Michelle M. Kelly | 5,920 | 569,267 | 20,980 | 2,017,437 | | Douglas B. Wood | 4,900 | 471,184 | 26,850 | 2,581,896 |

  37. Outstanding Equity Awards at Fiscal 2023 Year-End

    (1) The unvested equity awards held by our NEOs at the end of fiscal 2023 consist of various three year service-based restricted shares and RSUs, as follows:

  38. Outstanding Equity Awards at Fiscal 2023 Year-End

    | Thomas C. Chubb III | • 6,215 service-based restricted shares granted in March 2021 that vest on May 31, 2024 • 8,500 service-based RSUs granted in March 2022 that vest on May 30, 2025 • 9,000 service-based RSUs granted in March 2023 that vest on May 29, 2026 | | K. Scott Grassmyer | • 2,000 service-based restricted shares granted in March 2021 that vest on May 31, 2024 • 2,700 service-based RSUs granted in March 2022 that vest on May 30, 2025 • 3,500 service-based RSUs granted in March 2023 that vest on May 29, 2026 | | Thomas E. Campbell | • 2,000 service-based restricted shares granted in March 2021 that vest on May 31, 2024 • 2,000 service-based RSUs granted in March 2022 that vest on May 30, 2025 • 1,800 service-based RSUs granted in March 2023 that vest on May 29, 2026 | | Michelle M. Kelly | • 2,000 service-based restricted shares granted in March 2021 that vest on May 31, 2024 • 2,000 service-based RSUs granted in March 2022 that vest on May 30, 2025 • 1,920 service-based RSUs granted in March 2023 that vest on May 29, 2026 | | Douglas B. Wood | • 2,500 service-based RSUs granted in March 2022 that vest on May 30, 2025 • 2,400 service-based RSUs granted in March 2023 that vest on May 29, 2026 |

  39. Outstanding Equity Awards at Fiscal 2023 Year-End

    The market value of stock awards reported is computed by multiplying the number of shares of stock that have not vested by $96.16, the per-share closing price of our common stock on February 2, 2024. The unearned equity awards at the end of fiscal 2023 consist of performance-based RSUs awarded in fiscal 2021, fiscal 2022 and fiscal 2023 pursuant to our LTIP as follows:

  40. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | Fiscal 2021 Award (target # of RSUs under award) | Fiscal 2022 Award (target # of RSUs under award) | Fiscal 2023 Award (target # of RSUs under award) | | Thomas C. Chubb III | 14,500 | 16,500 | 21,000 | | K. Scott Grassmyer | 4,500 | 6,300 | 6,500 | | Thomas E. Campbell | 4,500 | 4,500 | 4,200 | | Michelle M. Kelly | 4,500 | 5,000 | 4,480 | | Douglas B. Wood | 6,500 | 5,500 | 5,600 |

  41. Outstanding Equity Awards at Fiscal 2023 Year-End

    The actual number of RSUs earned will range from 0% to 200% of the target award, based on our TSR relative to the TSRs of the peer companies in our comparator group during the three-year performance period ending May 3, 2024 for the fiscal 2021 awards, May 2, 2025 for the fiscal 2022 awards and May 1, 2026 for the fiscal 2023 awards. In accordance with Item 402(f) of Regulation S-K, based on our performance during the applicable performance period for each award through the end of fiscal 2023, unearned equity awards granted in fiscal 2021 are reported assuming achievement at stretch performance, unearned equity awards granted in fiscal 2022 are reported assuming achievement at max performance and unearned equity awards granted in fiscal 2023 are reported assuming achievement at target performance, as described above under “—Grants of Plan-Based Awards in Fiscal 2023.” (4) The market value of unearned equity awards reported is computed by multiplying the number of RSUs that would be earned at the applicable, reported performance level at the end of fiscal 2023 by $96.16, the per-share closing price of our common stock on February 2, 2024.

  42. Stock Vested During Fiscal 2023

    Stock Vested During Fiscal 2023 The following table provides information concerning the vesting of equity awards for each of our NEOs during fiscal 2023. The table reports the number of shares of stock that vested and the aggregate dollar value realized upon vesting of stock.

  43. Stock Vested During Fiscal 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Thomas C. Chubb III | 44,276 | 4,742,402 | | K. Scott Grassmyer | 17,710 | 1,896,918 | | Thomas E. Campbell | 17,710 | 1,896,918 | | Michelle M. Kelly | 18,080 | 1,936,549 | | Douglas B. Wood | 20,871 | 2,235,493 |

  44. Stock Vested During Fiscal 2023

    (1) The dollar amount is determined by multiplying the number of shares of our common stock vested by the per-share closing price of our common stock of $107.11 on July 28, 2023, the vesting date for these awards. There were no stock options exercised by any of our NEOs during fiscal 2023.

  45. Fiscal 2023 Non-Qualified Deferred Compensation

    Fiscal 2023 Non-Qualified Deferred Compensation The following table shows the activity under our Deferred Compensation Plan for each of our NEOs during fiscal 2023.

  46. Fiscal 2023 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($)(3) | Aggregate Balance at Last FYE ($)(4)(5) | | Thomas C. Chubb III | 24,378 | 120,694 | 46,070 | | 1,079,714 | | K. Scott Grassmyer | 223,568 | 38,049 | 72,015 | | 1,132,605 | | Thomas E. Campbell | 5,863 | 31,346 | 70,880 | (15,242) | 1,140,981 | | Michelle M. Kelly | 69,442 | 35,891 | 5,446 | | 116,049 | | Douglas B. Wood | 141,046 | 64,458 | 539,690 | | 4,906,278 |

  47. Fiscal 2023 Non-Qualified Deferred Compensation

    (1) The amounts reported in this column are also included in the Summary Compensation Table above. The amounts reported in this column are also included in the “All Other Compensation” column for fiscal 2023 in the Summary Compensation Table above. Represent in-service distributions received in accordance with the terms of our Deferred Compensation Plan. (4) Reflects balances as of February 3, 2024. (5) The amounts reported in this column include amounts that are also reported as salary, non-equity incentive plan awards or all other compensation in the Summary Compensation Table above in fiscal 2023 and in prior years as follows:

  48. Fiscal 2023 Non-Qualified Deferred Compensation

    | Name | Amount Included in Both Non-Qualified Deferred Compensation Table and Summary Compensation Table ($) | Amount Included in Both Non-Qualified Deferred Compensation Table and Previously Reported in Prior Years’ Summary Compensation Table ($) | Total Amounts Included in Both Non-Qualified Deferred Compensation Table and Current Year or Prior Years’ Summary Compensation Table ($) | | Thomas C. Chubb III | 145,072 | 858,297 | 1,003,369 | | K. Scott Grassmyer | 261,616 | 527,212 | 788,828 | | Thomas E. Campbell | 37,210 | 538,534 | 575,744 | | Michelle M. Kelly | 105,332 | 5,242 | 110,574 | | Douglas B. Wood | 205,505 | 1,035,883 | 1,241,388 |

  49. Potential Payments on Termination or Change of Control

    Potential Payments on Termination or Change of Control Our NEOs are employed “at-will” and we have not entered into employment agreements or severance agreements with any of our NEOs. All of our NEOs’ outstanding equity awards provide for “double trigger” vesting, meaning that the awards require a change of control of our company and a termination of the individual’s employment either by the individual for “good reason” or us or our acquiror without “cause” (which we refer to as a “change of control termination”) to accelerate vesting, except as described below. Performance-based RSUs issued to our NEOs are not subject to “double trigger” acceleration of vesting in the event such awards are neither continued following a change of control nor assumed or converted by the successor entity. If such awards are terminated in connection with a change of control and not assumed or converted by the successor entity, the unvested equity awards would accelerate and vest as of the date of such change of control as follows: (i) if such change of control occurred within the first year of the three-year performance period, the target number of RSUs subject to the awards would vest, (ii) if such change of control occurred after the first year of the three-year performance period but prior to the end of the applicable performance period, the number of RSUs that would vest would be determined based on our actual TSR relative to the TSR of our comparative peer group for the applicable performance period as if the applicable performance period had ended on the date of such change of control and (iii) if the change of control occurred on or after the end of the applicable performance period but prior to the date on which such awards would vest, the number of RSUs that would vest would be determined based on our actual TSR relative to the TSR of our comparative peer group for the applicable performance period. The terms of our performance-based and service-based RSU awards granted in fiscal 2022 and fiscal 2023 also provide for accelerated vesting in the event of death or disability, as well as prorated vesting in the event of a qualifying retirement. As of the end of fiscal 2023, Mr. Grassmyer is the only one of our NEOs to have met the requirements for a qualifying retirement. The following table summarizes the value of the shares of our common stock that would be realized by each NEO if a termination due to a change of control, death or disability or qualifying retirement had occurred on February 3, 2024:

  50. Potential Payments on Termination or Change of Control

    | Name | Equity Awards That Would Vest upon a Change of Control Termination (#)(1)(2) | Value Realized on Vesting Following a Change of Control Termination ($)(3) | Equity Awards That Would Vest upon a Death or Disability Termination (#)(1)(4) | Value Realized on Vesting Following a Death or Disability Termination ($)(3) | Equity Awards That Would Vest upon a Retirement Termination (#)(1)(5) | Value Realized on Vesting Following a Retirement Termination ($)(3) | | Thomas C. Chubb III | 98,465 | 9,468,394 | 55,000 | 5,288,800 | — | — | | K. Scott Grassmyer | 33,150 | 3,187,704 | 19,000 | 1,827,040 | 10,555 | 1,014,969 | | Thomas E. Campbell | 25,750 | 2,476,120 | 12,500 | 1,202,000 | — | — | | Michelle M. Kelly | 26,900 | 2,586,704 | 13,400 | 1,288,544 | — | — | | Douglas B. Wood | 31,750 | 3,053,080 | 16,000 | 1,538,560 | — | — |

  51. Potential Payments on Termination or Change of Control

    (1) For details on the outstanding equity awards that would vest upon a change of control, death or disability or retirement termination, see Footnotes 1 and 3 under “—Outstanding Equity Awards at Fiscal 2023 Year-End.” Pursuant to the terms of our fiscal 2021, fiscal 2022 and fiscal 2023 performance-based equity programs, if a change of control termination takes place where (a) the change of control occurs prior to completion of the first year of the three-year performance period, the individual recipients would be entitled to receive the number of shares of our common stock attributable to the recipient’s target number of performance-based RSUs pursuant to the program, and (b) the change of control occurs after the first year of the three-year performance period but prior to the end of the applicable performance period, the number of shares of our common stock which the individual recipients would be entitled to receive would be the greater of (i) the target number of performance-based RSUs pursuant to the award or (ii) the number of shares of our common stock which the individual would be entitled to pursuant to the award if the performance period ended as of the date of the change of control termination. Based on our TSR relative to the TSR of our comparative peer group during the applicable performance period for each award as if the performance period ended as of February 3, 2024, equity awards granted in fiscal 2021 are reported in the table assuming achievement at stretch performance, equity awards granted in fiscal 2022 are reported assuming achievement at max performance and equity awards granted in fiscal 2023 are reported assuming achievement at target performance, as described above under “—Grants of Plan-Based Awards in Fiscal 2023.” The value is computed by multiplying the number of shares that would vest by $96.16, the per-share closing market price of our common stock on February 2, 2024. (4) Pursuant to the terms of our fiscal 2022 and fiscal 2023 service-based and performance-based awards, in the event of a recipient’s death or disability prior to the end of the applicable performance period, the individual recipient (or the individual recipient’s estate) would be entitled to receive the number of RSUs granted under the service-based awards and the target number of RSUs under the performance-based awards. (5) Pursuant to the terms of our fiscal 2022 and fiscal 2023 service-based and performance-based awards, in the event of a qualifying retirement before the end of the applicable performance period, the individual recipient would be entitled to receive a prorated portion (based on the original performance period) of the number of RSUs granted under the service-based awards and a prorated portion (based on the original performance period) of the number of shares of our common stock which the individual would be entitled to receive pursuant to the performance-based awards if the applicable performance period ended as of the date of such retirement. Based on our TSR relative to the TSR of our comparative peer group during the applicable performance period for each award as if the performance period ended as of February 3, 2024, equity awards granted in fiscal 2022 are reported assuming achievement at max performance and equity awards granted in fiscal 2023 are reported assuming achievement at target performance, as described above under “—Grants of Plan-Based Awards in Fiscal 2023.” As of the end of fiscal 2023, we did not have any other arrangement, policy or plan that would provide payments or benefits to any of our NEOs as a result of a termination of any kind, including following a change of control, other than benefits payable to salaried employees of our company on a non-discriminatory basis.

  52. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of our Chief Executive Officer, Thomas C. Chubb III, to that of our median-paid employee. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To identify our median-paid employee for fiscal 2023, we examined the 2023 total compensation for all individuals, excluding our CEO, who were employed by us on our measurement date of December 31, 2023. For purposes of this calculation, under the de minimis exception to the pay ratio rule, we excluded 157 employees, or approximately 3% of our global workforce of 6,292 employees as of December 31, 2023, who are located in foreign jurisdictions, which was comprised of all of our employees in each of Hong Kong (26 employees), China (11 employees) and Australia (120 employees). For all employees based in foreign jurisdictions who were included in our determination of the median-paid employee, which was comprised of 77 employees in Canada, we applied a foreign currency to U.S. dollar exchange rate based on the exchange rate as of December 31, 2023. For purposes of this calculation, we elected not to annualize the compensation paid to employees who were not employed for all of 2023 (e.g., new hires); we included full-time, part-time, temporary and seasonal employees for purposes of determining the median-paid employee; and we used gross earnings (or foreign equivalent amounts), meaning total amounts paid before deductions or adjustments, including wages, overtime, bonuses and the value of any equity awards that vested during the 2023 calendar year. The median-paid employee used for purposes of this fiscal 2023 comparison was a non-exempt retail employee located in the U.S. with total compensation for fiscal 2023 of $27,202, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The annual total compensation for fiscal 2023 for our Chief Executive Officer was $5,642,525, as discussed above under “—Compensation Tables—Summary Compensation Table for Fiscal 2023.” Based on this information, for fiscal 2023, the ratio of the annual total compensation of our CEO to the annual total compensation of our median-paid employee was approximately 207 to 1. We believe the pay ratio disclosure presented in this section is a reasonable estimate, calculated in a manner consistent with the applicable SEC rules and applicable guidance. Because the SEC’s rules for identifying the median-paid employee and calculating the pay ratio allow companies to use different methodologies, assumptions, adjustments and estimates, our pay ratio disclosure may not be comparable to the pay ratio reported by other companies. This information under “CEO Pay Ratio” is being provided solely for compliance purposes. Neither our compensation committee nor our management uses the pay ratio measure in making compensation decisions.

  53. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules and further described below) and certain financial performance measures. For information about how our compensation committee aligns executive compensation with our performance, see “—Compensation Discussion and Analysis” above. Information presented in this section will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act. The following table sets forth information regarding compensation for our principal executive officer (PEO) and average compensation for our other NEOs (non-PEO NEOs) and certain of our financial performance measures. Our selected performance measure included in the table below is profit before taxes, as adjusted for non-recurring or unusual items (PBT).

  54. Pay Versus Performance

    | | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | | | | | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(5) | Net Income ($) (in 000s)(6) | PBT ($) (in 000s)(7) | | 2023 | 5,642,525 | 1,677,767 | 1,903,562 | 682,702 | 151.44 | 57.39 | 60,703 | 173,207 | | 2022 | 5,212,353 | 11,376,661 | 1,922,191 | 4,101,452 | 179.78 | 70.25 | 165,735 | 195,961 | | 2021 | 4,765,870 | 5,702,329 | 1,893,007 | 2,310,681 | 121.22 | 96.33 | 131,321 | 150,568 | | 2020 | 2,417,381 | 2,753,167 | 1,199,853 | 1,392,821 | 96.01 | 97.80 | (95,692) | (83,611) |

  55. Pay Versus Performance

    (1) Thomas C. Chubb III was our PEO for the entirety of fiscal 2023, 2022, 2021 and 2020. The amounts reported reflect the amounts of total compensation reported in the “Total” column of the Summary Compensation Table (SCT) for each applicable year. (2) The amounts reported reflect the average of the amounts of total compensation reported for our non-PEO NEOs in the “Total” column of the SCT for each applicable year. The non-PEO NEOs included in this calculation for each of fiscal 2023, 2022, 2021 and 2020 are: K. Scott Grassmyer, Thomas E. Campbell, Michelle M. Kelly and Douglas B. Wood. The amounts reported reflect the “compensation actually paid” to Thomas C. Chubb III and the average “compensation actually paid” to our non-PEO NEOs for the applicable year, calculated in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual amounts of compensation paid to Thomas C. Chubb III or our non-PEO NEOs for the applicable year. The following table details the adjustments to the total compensation reflected in the SCT used to calculate “compensation actually paid” in accordance with the requirements of Item 402(v). The Company does not maintain a defined benefit pension plan so no adjustments for pension benefits are included in the table below.

  56. Pay Versus Performance

    | | PEO | | | | Non-PEO NEOs (Average) | | | | | | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Total Compensation reported in SCT | 5,642,525 | 5,212,353 | 4,765,870 | 2,417,381 | 1,903,562 | 1,922,191 | 1,893,007 | 1,199,853 | | Deduct: Grant date fair value reported in SCT of equity awards granted during covered fiscal year | 4,247,460 | 2,544,375 | 2,249,159 | 1,590,056 | 1,071,316 | 783,859 | 762,800 | 676,602 | | Add: Fair value as of fiscal year-end of equity awards granted during the year that are outstanding and unvested as of fiscal year-end | 2,888,580 | 3,982,295 | 2,045,469 | 2,620,583 | 731,751 | 1,233,241 | 693,750 | 1,112,476 | | Add: Change as of fiscal year-end in fair value of awards granted in any prior year that are outstanding and unvested as of fiscal year-end | (2,157,805) | 4,570,887 | 817,308 | (122,799) | (693,136) | 1,670,440 | 331,645 | (50,573) | | Add: Change as of vesting date in fair value for any equity awards granted in any prior year that vested during the covered fiscal year | (448,073) | 155,500 | 322,840 | (571,942) | (188,159) | 59,439 | 155,079 | (192,331) | | Compensation Actually Paid | 1,677,767 | 11,376,661 | 5,702,329 | 2,753,167 | 682,702 | 4,101,452 | 2,310,681 | 1,392,821 |

  57. Pay Versus Performance

    The amounts reported reflect cumulative total shareholder return (assuming an initial investment of $100 and the reinvestment of dividends) on our common stock during a period commencing as of market close on January 31, 2020 through and including the end of the applicable fiscal year (the measurement period calculated in accordance with Item 201(e) of Regulation S-K). (5) The amounts reported reflect cumulative total shareholder return (assuming an initial investment of $100 and the reinvestment of dividends) of The S&P 500 Apparel, Accessories and Luxury Goods during a period commencing as of market close on January 31, 2020 through and including the end of the applicable fiscal year. (6) The amounts reported reflect the amount of net income reported in our audited financial statements for the applicable fiscal year. In fiscal 2023 and fiscal 2020, we incurred non-cash impairment charges in goodwill and intangible assets of $113.6 million and $60.5 million, respectively. (7) We have determined that PBT is the financial performance measure that represents the most important measure (that is not otherwise required to be disclosed in the table) to link compensation actually paid to the PEO and our other NEOs to our financial performance. Financial Performance Measures As described above under “—Compensation Discussion and Analysis”, our executive compensation programs include both short- and long-term performance-based incentives with rigorous financial requirements designed to align the compensation of our NEOs with the interests of our shareholders. The most important financial performance measures used to link compensation actually paid to our PEO and other NEOs with our performance for fiscal 2023 are as follows: • Profit Before Taxes (as described above under “—Compensation Discussion and Analysis”) • Total Shareholder Return (as described above under “—Compensation Discussion and Analysis”) • Comparator Group Total Shareholder Return (as described above under “—Compensation Discussion and Analysis”) As described above under “—Compensation Discussion and Analysis”, payments of cash incentive awards are paid based on our achievement of performance targets based on profit before taxes, as adjusted for non-recurring or unusual items (PBT). PBT is a performance measure which we believe drives shareholder value by focusing management on the profitability of our company and/or operating groups, taking into consideration the cost of the capital being deployed. Performance-based RSUs awarded under our LTIP are earned based on the percentile rank of our TSR relative to the TSRs of the companies in a comparator group approved by our compensation committee. Analysis of the Information Presented in the Pay Versus Performance Table As described above under “—Compensation Discussion and Analysis—Compensation Philosophy and Objectives”, our executive compensation programs are designed to maintain a strong link between pay and performance and align the interests of our NEOs with those of our shareholders. While we utilize several performance measures to align executive compensation with performance, we generally seek to incentivize long-term performance, and therefore we do not align our performance measures with compensation actually paid (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between the information presented in the Pay versus Performance table above. Compensation Actually Paid and Total Shareholder Return The following graph reflects the relationship between “compensation actually paid” to our PEO and the average “compensation actually paid” to our non-PEO NEOs and our cumulative TSR for the fiscal years presented in the table. Total Shareholder Return and Peer Group Total Shareholder Return The following graph reflects a comparison of our cumulative TSR and the cumulative TSR of The S&P 500 Apparel, Accessories and Luxury Goods for the fiscal years presented in the table. Compensation Actually Paid and Net Income SEC rules require that net income be presented as a performance measure in the Pay versus Performance table above. The following graph reflects the relationship between “compensation actually paid” to our PEO and the average “compensation actually paid” to our non-PEO NEOs and our net income during the fiscal years presented in the table, as reported in our audited financial statements for the applicable fiscal year. Compensation Actually Paid and PBT The following graph reflects the relationship between “compensation actually paid” to our PEO and the average “compensation actually paid” to our non-PEO NEOs and our PBT for the applicable fiscal year.