DEF 14A of Lands' End, Inc., Mar 27, 2026

DEF 14A of Lands' End, Inc.

Filed Mar 27, 2026 · FY20250001104659-26-036100

Open on EDGAR

  1. Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders

    | QUESTIONS AND ANSWERS | 1 | | CORPORATE GOVERNANCE | 5 | | ITEM 1. ELECTION OF DIRECTORS | 6 | | COMPENSATION OF DIRECTORS | 15 | | BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON STOCK | 17 | | EXECUTIVE COMPENSATION | 19 | | ITEM 2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 50 | | ITEM 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 51 | | CERTAIN RELATIONSHIPS AND TRANSACTIONS | 54 | | OTHER INFORMATION | 54 |

  2. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS Item 1 is the election of seven nominees to our Board: Robert Galvin, Gordon Hartogensis, Elizabeth Leykum, Josephine Linden, John T. McClain, Andrew J. McLean, and Alicia Parker. Each of the nominees is a current member of the Board. If elected, each nominee will hold office until the next annual meeting or until their successor is elected and qualified, or earlier death, resignation, disqualification or removal. The persons named in the proxy card (the “proxies”) will vote FOR the election of all of the nominees listed below, unless otherwise instructed. You may not vote for a greater number of persons than the number of nominees named in this Proxy Statement. The Board expects all nominees to be available for election. If any nominee should become unavailable to serve as a director for any reason prior to the Annual Meeting, the Board may substitute another person as a nominee. In that case, your shares will be voted for that other person.

  3. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” ELECTION OF THE SEVEN NOMINEES FOR DIRECTOR

    THE BOARD RECOMMENDS THAT YOU VOTE “FOR” ELECTION OF THE SEVEN NOMINEES FOR DIRECTOR The biographies of each of the nominees below contains information regarding the person’s service as a director, business experience, education, public company director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Board to determine that the person should serve as a director for the Company. Alicia Parker, 49, joined the Board in May 2024. Since 2021 she has served as Chief Marketing Officer of Tishman Speyer, a leading international real estate owner, developer, operator and investment manager. Previously she served as Vice President, Brand & Consumer Marketing of Casper Sleep from 2020 to 2021, and as Director of Sales and Marketing of the Peninsula Hotels from 2017 to 2020. Prior to that she served as Senior Director, Marketing from 2013 to 2017, and Global Brand & Program Director from 2012 to 2013, for Ralph Lauren. She also served as Senior Vice President, Marketing and Business Strategy of Agenda from 2011 to 2012, and as Group Account Director of RDA from 2007 to 2011. She also worked in public relations from 2006 to 2007 at Warner Bros. Records and served as a Brand Marketing Consultant and Producer from 2004 to 2006. She served as Manager, Global Partner Network from 2001 to 2004, and Associate/Associate Manager from 1998 to 2000 for Strategic Management Group, Inc. Ms. Parker brings to the Board an extensive and dynamic understanding of marketing, brand development and sales, from both her in-house and agency experience in a variety of industries. Robert Galvin, 66, joined the Board in May 2014. Since October 2018, he has served as Chief Executive Officer of Iconix International, formerly Iconix Brand Group, Inc., a leading brand management company, which Mr. Galvin also served as a member of the board of directors from October 2018 to August 2021 and he also previously held the title of President. From January 2014 to October 2018, he was the principal of Galvin Consulting, which he founded in January 2014. Mr. Galvin served as the Chief Executive Officer of Elie Tahari, a leading global designer lifestyle brand, from January to November 2013. Prior to that, he served as the President of Camuto Group, a leading global women’s fashion footwear company from April 2007 to January 2012. Mr. Galvin previously served as the Chief Operating Officer of Sport Brands International, a global wholesale and retail athletic branded company from 2003 until April 2007. He previously held leadership roles at Kurt Salmon Associates, York International and Nine West Group Inc. Mr. Galvin served as a member of the board of directors of Big 5 Sporting Goods Corporation from July 2015 to October 2018, bebe stores, inc. from November 2014 to September 2018, Cherokee Inc. (now Apex Global Brands Inc.) from June 2012 to October 2018 and Trans World Entertainment Corporation from June 2018 to October 2018. Mr. Galvin has a B.S. in Accounting from Fairfield University and a M.B.A. from New York University, Stern School of Business. Mr. Galvin brings an extensive knowledge of the apparel industry and management experience, gained through his service as Chief Executive Officer and through numerous senior executive positions at several apparel companies for more than 25 years. Gordon Hartogensis, 55, joined the Board in January 2025. He served as Director of the Pension Benefit Guaranty Corporation (PBGC) from May 2019 to April 2024. He was an angel investor and advisor to startup technology companies from September 2011 to May 2019. He founded Auric Technology and served as its Chief Executive Officer from January 2004 to August 2011. He also served as Senior Vice President of Aspen Technology from June 2000 to June 2002, and as Chief Operating Officer, Chief Technology Officer and Partner of Petrolsoft Corporation from August 1993 to June 2000. He received an M.S. in Technology Management from Columbia University and a B.S. in Computer Science from Stanford University. Mr. Hartogensis brings to the Board extensive operational, strategic and financial expertise leading and advising governmental agencies, startup companies and large corporations and extensive experience in cybersecurity, digital and ecommerce matters. Elizabeth Leykum, 47, joined the Board in March 2014. She has served as founder of Serenade Capital LLC, an investment firm, since May 2016. From October 2013 to April 2016, she served as a founding principal of HEG Capital LLC, a Connecticut-registered investment advisory firm. Prior to joining HEG Capital, Ms. Leykum was, from June 2012 to September 2013, a Vice President at Rand Group, an investment management services firm. From July 2004 until June 2012, she was a Vice President of ESL Investments, Inc. From 2000 to 2002, Ms. Leykum worked in the Principal Investment Area at Goldman, Sachs & Co. She served as a member of the board for IES Holdings, Inc. from April 2021 to September 2024 and since May 2021 she has served as a member and Chair of the board of Valaris Ltd. She graduated Phi Beta Kappa, magna cum laude from Harvard College and received an M.B.A with distinction from Harvard Business School. She received a certificate from HBS Online for AI Essentials for Business in 2024 and MIT Sloan for Cybersecurity for Non-Technical Executives in 2023. Through her work in investment management, she brings to the Board a strong ability to analyze, assess, and oversee corporate and financial performance. Josephine Linden, 74, joined the Board in March 2014 and has served as Chair of the Board since October 2014. She founded and has been the managing member and principal of Linden Global Strategies LLC, a New York-based SEC registered investment management firm working with sophisticated U.S. and international clients, since September 2011. From September 2010 to July 2011, she held an Adjunct Professor position in the Finance department of Columbia Business School. In November 2008, Mrs. Linden retired from Goldman, Sachs & Co. as a Partner and Managing Director after having been with the firm for more than 25 years, where she held a variety of roles, including Managing Director and Regional Manager of the New York office for Private Wealth Management, head of Global Equities Compliance, and an Advisor to GSJBWere, Australia. She currently serves on the Investment Committee of the Collegiate School in New York, New York, where she previously served as Treasurer and as a trustee, sat on the executive committee, and served as Chair of its Finance, Audit and Nominating Committees. She previously acted as Financial Advisor to The Prince of Wales Foundation. Mrs. Linden has also served as a non-executive director of E&P Financial Group Limited (formerly Evans Dixon Limited) since May 2018, and as a director of Trine II Acquisition Corp. from November 2021 to April 2023, and serves on the Investment Committee of the Freedom Together Foundation. She received an M.B.A. from the University of Chicago, with a specialization in Finance, and a B.A. from the University of Sydney. In September 2022, Mrs. Linden was appointed an Honorary Member in the General Division of the Order of Australia for her significant service to the Australia-United States bilateral relationship, the international finance sector, and the professional development of Australia. Mrs. Linden brings extensive knowledge of capital markets and other financial matters to the Board from her 25-year career with Goldman Sachs.

  4. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” ELECTION OF THE SEVEN NOMINEES FOR DIRECTOR

    John T. McClain, 65, joined the Board in May 2014. Since February 2019, he has served as Executive Vice President and Chief Financial Officer of Iconix International, formerly Iconix Brand Group, Inc., a leading brand management company. From November 2015 to September 2016, he served as Chief Financial Officer of Lindblad Expeditions Holdings, Inc., a global provider of expedition cruises and adventure travel experiences. Mr. McClain served as the Chief Financial Officer of The Jones Group Inc., a leading global designer, marketer and wholesaler of over 25 brands, from July 2007 until the sale of the company to Sycamore Partners in April 2014. From April 2014 to August 2014, he continued to provide Senior Advisor services related to financial operations to The Jones Group Inc. Prior to that, Mr. McClain held a number of roles at Avis Budget Group, Inc., formerly Cendant Corporation. He joined Cendant Corporation in September 1999, serving as the Senior Vice President, Finance & Corporate Controller until 2006. From 2006 to 2007, Mr. McClain served as the Chief Accounting Officer of Avis and Chief Operating Officer of Cendant Finance Holdings. Mr. McClain previously held leadership roles at Sirius Satellite Radio Inc. and ITT Corporation. Mr. McClain has served as a trustee of Seritage Growth Properties, a real estate investment trust, since June 2015. He previously served on the board of Nine West Holdings from April 2014 until October 2015. Mr. McClain holds a B.S degree in accounting from Lehigh University. Mr. McClain brings over 25 years of executive financial experience, serving at high-level capacities for the retail and consumer sectors. Andrew J. McLean, 57, has served as the Chief Executive Officer since January 28, 2023. He joined Lands’ End as Chief Executive Officer-Designate and member of the Board of Directors in November 2022. Prior to joining the Company, he served at American Eagle Outfitters, Inc., the parent of the American Eagle and Aerie brands, from October 2016 to September 2022, in the roles of President, International from August 2022 to September 2022, Executive Vice President, Chief Commercial Officer from April 2017 to August 2022, and Executive Vice President, International from October 2016 to April 2017. Mr. McLean served Urban Outfitters, Inc. as Chief Operating Officer and Head of International from 2014 to October 2016, and as Chief Operating Officer from 2008 to 2014. Mr. McLean held various positions at Liz Claiborne, Inc., including President, Outlet Division, from 2003 to 2008, as well as, various positions at Gap, Inc. from 2000 to 2003. Mr. McLean began his career as a strategy consultant with AT Kearney. Outside of his professional commitments, Mr. McLean serves on the board of trustees at Cambridge in America. Mr. McLean received his Bachelor’s degree in Engineering from the University of Manchester, a Master’s degree in Engineering Management from the University of Cambridge and an MBA from Harvard Business School. Mr. McLean brings to the Board extensive operational and strategic expertise and over 20 years of retail experience leading organizational growth for several Fortune 500 and start-up companies. Mr. McLean has a proven track record in the areas of global brand delivery and international strategy, marketing and customer experience. The Nominating and Corporate Governance Committee of our Board is responsible for reviewing the qualifications and independence of members of the Board and its various committees on a periodic basis, as well as the composition of the Board as a whole. This assessment includes members’ qualification as independent, as well as consideration of skills and experience in relation to the needs of the Board. New director nominees are recommended to the Board by the Nominating and Corporate Governance Committee. The ultimate responsibility for selection of director nominees resides with the Board. Corporate Citizenship The Board believes that diversity promotes innovation and is integral to honoring Lands’ End’s commitment to “Take care of the customer, take care of the employee and the rest will take care of itself.” We believe the Board exhibits the diversity we foster within our employees. The Board and the Nominating and Governance Committee believe that it is important that our directors represent diverse viewpoints. Of the current seven members of the Board, three directors are female. While the Company does not have a formal Board diversity policy, the Board considers diversity as a factor, but not an overweighted or deciding factor, including diversity of racial, ethnic, gender and socio-economic background and diversity of thought and opinion, in identifying director nominees. The Nominating and Corporate Governance Committee discusses Board composition, including the diversity of the Board, annually. ESG Oversight The Nominating and Corporate Governance Committee of the Board of Directors oversees Environmental, Social and Governance (ESG) through reviewing with management the Company’s ESG strategies, initiatives and policies. In addition, the Board and its committees review and discuss with management matters related to human capital management, including Lands’ End’s commitments and progress on employee engagement, compensation and benefits, business conduct and compliance, and executive succession planning. Sustainability Initiatives Lands’ End is working towards improving its sustainable footprint through key practices like waste reduction, purchasing recycled consumables and corporate partnerships. Lands’ End hopes to inspire customers and other corporations to increase sustainability awareness and initiatives. We have a focus on raising awareness and educating our employees on reducing our internal use of consumables and natural resources. In addition, we have a broad range of recycling and waste management initiatives at our corporate office and distribution centers. We also focus on efficient water and energy management programs. Lands’ End also participates in industry educational workshops and initiatives. We have formed strategic relationships with organizations like the Sustainable Apparel Coalition and the National Forest Foundation, through which we have funded the planting of over 1.5 million trees. These alliances, which respectively operate globally, nationally, and locally, allow us to engage at a variety of levels. Human Capital Since our founding in 1963, Lands’ End has recognized that our people are a critical asset. People, the individuals we employ, the customers we serve, and their families, are the heart of our company. We are committed to creating an inspiring culture that is welcoming for all who work and shop with us. Our founder, Gary Comer set the foundation with this quote, “The really important thing that makes Lands’ End what it has become is people. You, me, everyone around us. It is what we do as people that makes this a great place to come to work.” We employ approximately 3,900 employees: approximately 3,600 employees in the United States and approximately 300 employees outside the United States. The U.S. workforce consists of approximately 47% part-time employees, 35% full-time hourly employees and 18% full-time salaried employees. With the seasonal nature of school uniforms and the fourth quarter holiday shopping season, approximately 1,500 additional, flexible, part-time employees are hired in the U.S. to support our embroidery and distribution operations. For an additional discussion about Human Capital, please see Part I, Item 1. Business “Human Capital Management” in our Annual Report on Form 10-K for the fiscal year ended January 30, 2026. Global Compliance Program

  5. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” ELECTION OF THE SEVEN NOMINEES FOR DIRECTOR

    Lands’ End is committed to conducting business with a high standard of business ethics, a regard for human rights and in compliance with all applicable laws. Moreover, we expect our product vendors to maintain similar standards in our entire supply chain, including but not limited to raw materials, fabric and trim suppliers, employee recruitment services as well as any secondary processing facilities whether owned, leased or contracted. We maintain a robust compliance program and hold our vendors to high ethical standards. Lands’ End has a long-standing Code of Conduct for our supply chain partners which prohibits the use of forced labor, modern slavery or human trafficking within our supply chain anywhere in the world. Lands’ End, in response to crisis in the Xinjiang Uyghur Autonomous Region, removed suppliers who could not demonstrate compliance with our policies, and we require that for any fabric produced in China all cotton used be 100% sourced outside of China from certified sources. The Global Compliance Program Requirements and the related processes, policies and procedures set forth certain basic and fundamental requirements that all domestic and international vendors must satisfy as a condition of doing business with Lands’ End. The requirements are developed based on local and national laws, International Labour Organization (ILO) conventions and benchmarked against industry protocols. Lands’ End utilizes an independent auditor to conduct factory inspections to ensure compliance with our Code of Conduct and our Global Compliance Program. We maintain an Ethics Hotline for reporting of suspected violations of our Code of Conduct and our policies by vendors, employees or customers. We also require posters to be placed in all factories with reporting information for suspected violations.

  6. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Our Director Compensation Policy provides for an annual cash retainer for serving as a non-employee director of the Company, for serving as Board Chair, and for serving as the chair or member of committees as follows:

  7. COMPENSATION OF DIRECTORS

    | | Cash Compensation(1) | | Board Member | $100,000 | | Board Chair | $30,000 | | Audit Committee Chair | $20,000 | | Audit Committee Member (Non-Chair) | $12,500 | | Compensation Committee Chair | $15,000 | | Compensation Committee Member (Non-Chair) | $10,000 | | All Other Standing Committee Chairs | $10,000 | | All Other Standing Committee Members (Non-Chairs) | $7,500 |

  8. COMPENSATION OF DIRECTORS

    (1) Assumes service for a full fiscal year; directors who serve for less than the full fiscal year are entitled to receive a pro-rata portion of the applicable payment. In addition, the Director Compensation Policy provides that our non-employee directors may elect annually to receive all or a portion of their retainer in the form of shares of Lands’ End common stock. Non-employee directors also receive an annual Lands’ End gift card in the amount of $10,000 (pro-rata where directors are elected after the annual meeting of stockholders), as well as a discount on the purchase of Lands’ End merchandise under a program available to all Lands’ End employees. Upon the approval on a case-by-case basis of the Nominating and Corporate Governance Committee, a non-employee director may participate in health care programs of the Company on a basis no less favorable than senior executives of the Company. No non-employee directors currently participate in this benefit. The Nominating and Corporate Governance Committee conducts regular reviews of Board compensation, and considers publicly available board compensation data and best market practices.

  9. Board Compensation in Connection with Strategic Alternatives Review

    | Name | Fees Earned or Paid in Cash($)(a) | Stock Awards ($)(a)(b) | Gift Card($)(a) | Strategic Alternatives Compensation(c) | Total(d) | | Josephine Linden, Chair | $160,000 | $0 | $10,000 | $277,000 | $447,000 | | Robert Galvin | $61,273 | $61,227 | $10,000 | $12,000 | $144,500 | | Gordon Hartogensis | $19 | $122,481 | $10,000 | $27,000 | $159,500 | | Elizabeth Leykum | $132,500 | $0 | $10,000 | $15,000 | $157,500 | | John T. McClain | $120,000 | $0 | $10,000 | $15,000 | $145,000 | | Alicia Parker | $80,653 | $26,847 | $10,000 | $26,000 | $143,500 |

  10. Executive Compensation Program: Key Elements

    | ANNUAL VS. LONG-TERM COMPENSATION — CEO | ANNUAL VS. LONG-TERM COMPENSATION — OTHER NAMED EXECUTIVE OFFICERS | | | |

  11. How Elements Are Used to Achieve Our Compensation Objectives

    How Elements Are Used to Achieve Our Compensation Objectives The Compensation Committee believes that a fair and effective way to motivate executives to produce superior results for stockholders is to increase the proportion of an executive’s total compensation that is performance-based or otherwise “at risk”, including equity compensation, relative to the executive’s ability to influence those results. Additionally, the Compensation Committee believes that the value of incentive compensation should depend upon the performance of the Company in a specified performance or vesting period. Under our incentive compensation structure, the highest amount of compensation can be achieved through consistent superior performance over successive periods. This approach is designed to provide incentives for managing long-term growth, while minimizing short-term excessive risk-taking. During fiscal year 2025, the Compensation Committee sought to achieve the objectives of our compensation program for our named executive officers through the grant of annual and long-term incentive awards. The fiscal year 2025 annual incentive awards for the named executive officers offered an opportunity to earn cash compensation based upon achievement of fiscal year 2025 adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), net of an inventory charge. The goal-setting process is discussed below in “Fiscal Year 2025 Annual Incentive Opportunity”. The Compensation Committee also granted long-term time-based equity awards in fiscal year 2025, that will vest over a three-year period, assuming continued service. Further, in fiscal year 2025 the Compensation Committee granted two different long-term performance-based equity awards: (i) financial performance awards which vest 50% based on achievement of net debt-to-adjusted EBITDA ratio (measured at the end of the three-year period) and 50% based on average return on investment capital (“ROIC”) for the three-year period of fiscal 2025 through fiscal 2027; and (ii) stock price performance awards which vest based on Company common stock achieving a specified average per share closing stock price over 20 consecutive trading days during the performance period from date of grant through the end of fiscal 2027, and in each case subject to continued service. We believe the metrics we use in our annual and long-term incentive program — adjusted EBITDA, net debt-to-adjusted EBITDA ratio, ROIC and stock price performance — are key drivers of long-term, sustained stockholder value. Our target Annual Incentive Plan (As Amended and Restated) (“AIP”) awards and our long-term incentives are established based on a percentage of base salary. As the participating executive’s base salary is determined, in part, on their past performance, an award opportunity that is based on a multiple of that base salary also reflects, in part, their past performance. Following the end of a performance period, the Compensation Committee certifies the level of achievement against the applicable financial and stock price performance goals established under the annual and long-term performance-based incentive programs, but retains the ability to exercise positive or negative discretion to adjust payout in relation to our annual and long-term performance.

  12. Strategic Alternatives Process and Retention Awards

    Strategic Alternatives Process and Retention Awards On March 7, 2025, we announced that the Board of Directors had initiated a process to explore strategic alternatives, including a sale, merger or similar transaction involving the Company, to maximize shareholder value (“Strategic Alternatives Process”). The Compensation Committee concluded that the stability of the Company and the success of the Strategic Alternatives Process would be directly related to our ability to motivate and retain executives and other key employees who were expected to be critical to the operation of our business and execution of additional responsibilities related to the Strategic Alternatives Process. Accordingly, in April 2025, the Compensation Committee granted to the named executive officers (i) time-based cash awards that would vest six months after the announcement of the commencement of the Strategic Alternatives Process (the “Retention Cash Awards”) and (ii) performance-based restricted stock units which would vest 100% upon achievement of certain performance criteria related to the Strategic Alternatives Process (the “Retention PSUs”) (together, the “Retention Awards”). The Retention Cash Awards were paid to the named executive officers in September 2025. In March 2026, the Board approved the vesting of the Retention PSUs with a modified vesting schedule. Pursuant to the vesting schedule approved by the Board, subject to the closing of the Joint Venture Transaction, fifty percent (50%) of such Retention PSU awards will vest upon the closing, twenty-five percent (25%) will vest upon the one-year anniversary of the closing and twenty-five percent (25%) will vest on December 31, 2027, in each case, subject to the named executive officer’s continued employment through the applicable vesting date. The Retention Awards are further discussed in the Summary Compensation Table and the Grants of Plan-Based Awards table, below.

  13. Fiscal Year 2025 Performance Measures and Goals

    Fiscal Year 2025 Performance Measures and Goals As we rely upon “at risk” compensation to motivate our executives, in addition to time-based equity awards and Retention Awards, in 2025 we utilized two forms of performance-based awards: (i) cash awards for fiscal year 2025 under the AIP (“2025 AIP”) and (ii) performance-based equity awards, as described below. Under the 2025 AIP, we used an adjusted EBITDA measure (see discussion of this measure, and how it differs from reported Adjusted EBITDA below, in “Fiscal year 2025 Annual Incentive Opportunity”) modified by an inventory charge. The adjusted EBITDA net of inventory charge targets were established in March 2025. When establishing the performance goals for the 2025 AIP the Compensation Committee considered such factors as fiscal year 2024 financial results, overall fiscal year 2025 financial goals, our long-range plan, our competitive position, the impact of inventory management on Company results, and market trends, as well as the general state of the economy and our business. The 2025 long-term performance-based equity awards were also established by the Compensation Committee in March 2025 after considering the factors cited above. The Compensation Committee granted two unique long-term performance-based equity awards, each with distinct performance measures: (i) awards with performance goals 50% based on a net debt-to-adjusted EBITDA ratio at the end of the three-year period, and 50% based on average ROIC for the three-year period from fiscal year 2025 through fiscal year 2027; and (ii) awards with performance goals based on achievement of sustained Company stock price goals over 20 consecutive trading days during the performance period from grant date through the end of fiscal year 2027.

  14. Fiscal Year 2025 Annual Incentive Opportunity

    Fiscal Year 2025 Annual Incentive Opportunity For the 2025 AIP, the Compensation Committee approved an adjusted EBITDA performance measure (“2025 AIP EBITDA”) net of inventory charge, which accounted for 100% of the annual incentive opportunity for our named executive officers. The 2025 AIP EBITDA measure differs from “Adjusted EBITDA” which is a key metric reported by the Company. Adjusted EBITDA is used by management to measure business performance, in an effort to encourage growth and create increased stockholder value through the efficient use of corporate assets. For purposes of the 2025 AIP, reported Adjusted EBITDA results are subject to further adjustment as detailed below (see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for a reconciliation of Net Income to Adjusted EBITDA). In fiscal year 2024 management attention was focused on inventory efficiency, and this focus continued into fiscal 2025. Accordingly, as it had done in the 2024 annual incentive design, in adopting the 2025 AIP, the Compensation Committee provided for an inventory charge adjustment to 2025 AIP EBITDA under the 2025 AIP based on an expected level of inventory and the Company’s weighted average cost of capital. To determine 2025 AIP performance, we first calculate Adjusted EBITDA, computed as operating income (loss) appearing on our statement of operations for the applicable reporting period, adjusted for depreciation, amortization, gains/(losses) on sales of assets and other items we determine affect the comparability of financial results from period to period. Then, in determining financial goal achievement relative to the 2025 AIP EBITDA measure and inventory adjustment, the Compensation Committee is required to adjust either the performance target or actual results to reflect the following occurrences affecting our results during the performance period: the effects of currency fluctuations in comparison to plan currency rates; • gains or losses from litigation, claim judgments, or regulatory proceedings, including product recalls or legal and insurance settlements that, in each case, individually exceed $500,000; • the effect of changes in laws, regulations, or accounting principles, methods or estimates; • write down or impairment of assets; • the gain or loss from the sale or discontinuance of a business segment, division, unit or product group, and the planned, unrealized corporate post-incentive adjusted EBITDA for this business segment, division, unit or product group; • results from an unplanned acquired business and costs related to the unplanned acquisition; • restructuring and workforce severance costs pursuant to a plan approved by the Board and Chief Executive Officer; • the impact of the unplanned termination or loss of store leases; • unusual and infrequently occurring items as defined by accounting principles generally accepted in the United States (GAAP); and • Changes in inventory due to acquisition or sale or discontinuance of a business segment, division, unit or product group. Opportunities under the AIP for the participating executives are generally established upon hire and reviewed when the Compensation Committee reviews annual compensation or at the time a compensation package for a participating executive is otherwise approved, and reflects the participating executive’s relative level of responsibility and potential to affect our overall performance. The target award opportunity under the 2025 AIP was set at 125% of base salary for Mr. McLean (increased from 100% in 2024, to align the target AIP percentage with peer group median practice), and 75% of base salary for the other named executive officers. Threshold, target and maximum levels for annual performance under the 2025 AIP were established in March 2025. Fiscal year 2025 performance levels were established in March 2025 and set at: threshold for performance at approximately 19% below target, target at our internal plan, which represented an approximately 13% increase over fiscal year 2024 target, and maximum at 20% overachievement of target. The following table summarizes the plan design, metric, and performance levels:

  15. Fiscal Year 2025 Annual Incentive Opportunity

    | Metric | Actual EBITDA Net of Inventory Charge | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | | 2025 AIP EBITDA Net of Inventory Charge | $80.6 million | $65 million | $80 million | $100 million |

  16. Fiscal Year 2025 Annual Incentive Opportunity

    The Compensation Committee views Adjusted EBITDA growth and inventory management as key metrics and drivers of stockholder value. As designed, the 2025 AIP would result in a 50% payout for threshold performance. The payout percentage calculation between each of threshold and target payout and between target and maximum payout are based on straight-line (linear) interpolation. Falling short of the threshold would result in no payout. At the time it set the target, the Compensation Committee believed that performance at the target level was attainable, yet challenging, given multiple factors, including consumer confidence and preferences, as well as a focus on and success of increased introductions of newness in the Company’s product offerings. We achieved 2025 AIP EBITDA net of inventory charge above the target performance level at results which yielded a payout of 103% of target for the named executive officers and other AIP participants, and payout amounts are set forth below.

  17. Fiscal Year 2025 Annual Incentive Opportunity

    | Name | Target Incentive for fiscal year 2025 | Annual Incentive Earned and Paid for fiscal year 2025 | | Andrew J. McLean | $1,375,000 | $1,416,250 | | Bernard McCracken | $393,750 | $405,563 | | Peter L. Gray | $521,437 | $537,081 | | Martin Christopher | $393,750 | $405,563 | | Kym Maas | $386,538 | $398,135 |

  18. Fiscal Year 2025 Long-Term Compensation Opportunities

    Fiscal Year 2025 Long-Term Compensation Opportunities 2025 Long-Term Incentive Structure: 2025 PSU Awards and 2025 RSU Awards For fiscal year 2025, our long-term incentive (“LTI”) structure had three components: (i) awards of financial performance-based restricted stock units (each, a “Financial PSU” and the awards, the “2025 Financial PSU Awards”), weighted 40% of the total LTI value; (ii) awards of stock price performance-based restricted stock units (each, a “Stock Price PSU” and the awards, the “2025 Stock Price PSU Awards”; the Financial PSUs and Stock Price PSUs are each a “PSU Award” and 2025 Financial PSU Awards and the 2025 Stock Price PSU Awards together, the “2025 PSU Awards”), weighted 20% of the total LTI value; and (iii) awards of time-based restricted stock units (each, an “RSU” and the awards, the “2025 RSU Awards”), weighted 40% of the total LTI value. 2025 PSU Awards and 2025 RSU Awards were all issued under the Lands’ End, Inc. Amended and Restated 2017 Stock Plan (the “2017 Stock Plan”). Each of the named executive officers has a target value for long-term incentive. For Mr. McLean the 2025 fiscal year target incentive was set in January 2025 by the Board at 275% of base salary ($3,025,000) in order to more closely align with peer group median practice. For Mr. McCracken, Mr. Gray, Mr. Christopher and Ms. Maas the target incentive was set at 110% of base salary. 2025 Financial PSU Awards The 2025 Financial PSU Awards are intended to focus the named executive officers on our long-term performance and align their interests with those of our stockholders. Each Financial PSU represents a contingent right to receive one share of our common stock upon satisfaction of the following vesting conditions: a certain net debt-to-adjusted EBITDA ratio (“2025 Financial PSU EBITDA Ratio”) (50% weighting) at the end of the three-year period, and a certain average ROIC (50% weighting) for the period comprised of fiscal years 2025 through 2027, and continued service. The 2025 Financial PSU Awards will vest, if at all, when the Compensation Committee determines whether a requisite level of performance has been achieved. The determination will take place after the conclusion of the third year of the performance period. Each named executive officer may earn a number of Financial PSUs and be issued the related number of shares, based on the Company’s performance relative to the net debt-to-adjusted EBITDA ratio and average ROIC goals. All goals were set in March 2025. All grants under the 2017 Stock Plan, including the 2025 Financial PSUs and any other grants to an individual in the same fiscal year, are subject to the limitations of the 2017 Stock Plan, including Section 7.1(b) which imposes a per participant limit. The number of shares for the 2025 Financial PSU Awards at target level of performance to each of the named executive officers, representing 40% of their LTI value on the grant date, March 24, 2025 (calculated using a value per share of $11.21, the closing price of Company common stock on the date of the award), and the grant date fair value of the award (calculated using a value per share of $11.21, the award date closing price), are each set forth on the table below:

  19. Fiscal Year 2025 Long-Term Compensation Opportunities

    | Name | Number of Shares underlying 2025 Financial PSU Award at Target Performance (“2025 Financial PSU Target Shares”) | Grant Date Fair Value | | Andrew J. McLean | 107,939 | $1,209,996 | | Bernard McCracken | 20,606 | $230,993 | | Peter L. Gray | 27,289 | $305,910 | | Martin Christopher | 20,606 | $230,993 | | Kym Maas | 20,606 | $230,993 |

  20. Fiscal Year 2025 Long-Term Compensation Opportunities

    The definition of adjusted EBITDA used for calculating 2025 Financial PSU EBITDA Ratio is substantially the same as the definition of 2025 AIP EBITDA (as indicated above), but is not subject to adjustment for changes in inventory. Net Debt is defined as debt obligations (long and short term) less cash. ROIC is net operating profit after tax (NOPAT)/(Term Loan Debt (Short and Long) + Total Stockholder Equity). Under the 2025 Financial PSU Awards, a threshold level of performance for a goal will generate a payout calculation of 50% of 2025 Financial PSU Target Shares, a target level of performance will generate a payout calculation of 100% of 2025 Financial PSU Target Shares and a maximum level of performance will result in a payout calculation of 200% of 2025 Financial PSU Target Shares. The payout percentage calculation between each of threshold and target payout and between target and maximum payout are based on straight-line (linear) interpolation. Each metric is considered independently, and payout for that metric will be weighted according to the weighting associated with the metric. A summary of the plan design for the 2025 Financial PSU Awards is set forth below:

  21. Fiscal Year 2025 Long-Term Compensation Opportunities

    | Metric (three-year performance) | Weighting | Payout at Threshold (50% of Target) | Payout at Target (100% of Target) | Payout at Maximum (200% of Target) | | 2025 Financial PSU EBITDA Ratio | 50% | 50% | 100% | 200% | | Average ROIC | 50% | 50% | 100% | 200% |

  22. Fiscal Year 2025 Long-Term Compensation Opportunities

    2025 Stock Price PSU Awards The 2025 Stock Price PSU Awards are intended to focus the named executive officers on our long-term performance and align their interests with those of our stockholders. Each Stock Price PSU represents a contingent right to receive one share of our common stock upon satisfaction of Company stock price performance criteria, subject to certification of performance following fiscal year 2027 and continued service. The performance rights vest up to 100% of the listed target number of shares upon Company common stock achieving a specified average per share closing stock price, measured over any 20 consecutive trading-day period during the performance period beginning on the date of grant and continuing through the end of fiscal 2027, and subject to the satisfaction of other vesting conditions, including continued service to the Company through the payment date. Threshold performance would require an approximately 78% increase over the stock price when adopted. Under the 2025 Stock Price PSU Awards, a threshold level of performance for a goal will generate a payout calculation of 33% of 2025 Stock Price PSU Target Shares, a target level of performance will generate a payout calculation of 100% of 2025 Stock Price PSU Target Shares. Target level performance is the maximum level of performance. The payout percentage calculation between the threshold and target payout is based on straight-line (linear) interpolation. The performance goals were set in March 2025. The number of shares for the 2025 Stock Price PSU Awards at target level of performance to each of the named executive officers, representing 20% of their LTI value on March 24, 2025 (calculated using a value per share of $11.21, the closing price of Company common stock on the date of the award), and the grant date fair value of the award (calculated using a value per share of $7.81, the award date closing price as adjusted using a Monte Carlo simulation, described in Note 5. Stock-Based Compensation in our Annual Report on Form 10-K for the fiscal year ended January 30, 2026), are each set forth on the table below:

  23. Fiscal Year 2025 Long-Term Compensation Opportunities

    | Name | Number of Shares underlying 2025 Stock Price PSU Award at Target Performance | Grant Date Fair Value | | Andrew J. McLean | 53,969 | $421,498 | | Bernard McCracken | 10,303 | $80,466 | | Peter L. Gray | 13,644 | $106,560 | | Martin Christopher | 10,303 | $80,466 | | Kym Maas | 10,303 | $80,466 |

  24. Fiscal Year 2025 Long-Term Compensation Opportunities

    2025 RSU Awards The 2025 RSU Awards are intended to focus the named executive officers on our long-term performance, promote retention and align their interests with those of our stockholders. Each RSU represents a contingent right to receive one share of our common stock upon satisfaction of the vesting conditions. The 2025 RSU Awards will vest, subject to satisfaction of vesting conditions, including continued service, on the first, second and third anniversaries of the award date (with respect to 25%, 25% and 50% of the 2025 RSU Awards), which was March 24, 2025. The number of shares for awards was determined by dividing the intended value (in case of the 2025 RSU Awards, 40% of the executive’s LTI value) by the closing price of our common stock on the date of grant, $11.21. Accordingly, the number of shares for the 2025 RSU Awards made to each of the named executive officers, and the grant date fair value of the award (based on such closing price), was as set forth on the table below:

  25. Fiscal Year 2025 Long-Term Compensation Opportunities

    | Name | Number of Shares underlying 2025 RSU Award | Grant Date Fair Value | | Andrew J. McLean | 107,939 | $1,209,996 | | Bernard McCracken | 20,606 | $230,993 | | Peter L. Gray | 27,289 | $305,910 | | Martin Christopher | 20,606 | $230,993 | | Kym Maas | 20,606 | $230,993 |

  26. Prior Performance-Based Awards Maturing in Fiscal Year 2025

    Prior Performance-Based Awards Maturing in Fiscal Year 2025 2023 PSU Awards In fiscal year 2023, our LTI included Awards of PSUs under the 2017 Stock Plan (the “2023 PSU Awards”) which represented the right to receive shares of the Company’s common stock (the “2023 Target Shares”) upon the satisfaction of a consolidated adjusted EBITDA measure (“2023 PSU EBITDA”), weighted 75% and revenue, weighted 25%, each based on the cumulative three-year period, comprised of fiscal years 2023 through 2025 and subject to continued employment. Both performance goals were established in April 2023 and were not adjusted for any other factors. The definition of 2023 PSU EBITDA was substantially the same as the definition of 2025 AIP EBITDA (as discussed above. Revenue for the purposes of the 2023 PSU Awards, was revenue, as determined by GAAP, plus or minus the impact of any unplanned acquisitions divestitures of a business segment, division, unit or product group, and the planned, unrealized Revenue for this business segment, division, or unit. Under the 2023 PSU Awards, a threshold level of performance would have resulted in vesting of 50% of the 2023 Target Shares, a target level of performance would have resulted in vesting at 100% of the 2023 Target Shares, and the maximum opportunity would have resulted in vesting of 200% of the 2023 Target Shares. Any payout percentage between each of threshold and target payout and between target and maximum payout would be based on straight-line (linear) interpolation. The 2023 PSU Awards are also subject to a relative total shareholder return (“TSR”) modifier which is based on the Company’s total return to stockholders over the measurement period relative to a custom peer group. The TSR modifier can result in an adjustment of 75% to 125% of the earned shares, subject to an overall cap of 200% of Target Shares and a modifier limitation to 100% of Target Shares in the event Lands’ End’s absolute TSR is negative. Each metric was considered independently, and payout for that metric was weighted according to the weighting associated with the metric. A table summarizing the plan design for the 2023 PSU Awards is set forth below:

  27. Prior Performance-Based Awards Maturing in Fiscal Year 2025

    | Metric (cumulative three-year performance) | Weighting | Threshold (50% payout) | Target (100% payout) | Maximum (200%) | | 2023 PSU EBITDA | 75% | $275 million | $306 million | $368 million | | Revenue | 25% | $4.6 billion | $5.13 billion | $6.155 billion |

  28. Prior Performance-Based Awards Maturing in Fiscal Year 2025

    Actual results for the cumulative performance period, calculated in accordance with the 2023 PSU Awards and as certified by the Compensation Committee on March 5, 2026 were 2023 PSU EBITDA of $279.2 million and Revenue of $4.33 billion. Giving effect to the relative TSR modifier which was 125%, the 2023 PSUs thus yielded a payout of 53% of target. The number of shares of Common Stock issued to each of the named executive officers upon vesting of the 2023 PSU Awards on March 5, 2026 is as set forth on the table below:

  29. Prior Performance-Based Awards Maturing in Fiscal Year 2025

    | Name | Number of Shares Issued Upon Vesting of 2023 PSU Awards | | Andrew J. McLean | 78,196 | | Bernard McCracken | 4,921 | | Peter L. Gray | 23,039 | | Martin Christopher | 0* | | Kym Maas | 11,791 |

  30. Retention Awards

    Retention Awards 2025 Retention Cash Awards The Retention Cash Awards, issued in April 2025, were intended to focus the named executive officers on the stability of the Company and the success of the Strategic Alternatives Process. Each Retention Cash Award represented a contingent right to receive payment of a stated amount six months after the announcement of the Strategic Alternatives Process, subject to continued employment, but payable in the event employment was terminated by the Company without Cause or by executive for a Good Reason (each as defined in the executive severance agreement by and between the Company and the executive). The Retention Cash Awards were paid to the named executive officers in September 2025 and are further discussed in the Summary Compensation Table, below. The amount of Retention Cash Awards to each of the named executive officers who received an award is set forth on the table below:

  31. Retention Awards

    2025 Retention PSUs The Retention PSUs were awarded on April 4, 2025 and were intended to focus the named executive officers on the stability of the Company and the success of the Strategic Alternatives Process. Each Retention PSU represents a contingent right to receive one share of our common stock upon achievement of certain performance criteria related to the Strategic Alternatives Process. The Retention PSUs would vest, if at all, when the performance criteria had been achieved, and expire on termination of the grantee’s business relationship with the Company if the performance criteria has not been achieved. The Retention PSUs are subject to the limitations of the 2017 Stock Plan and are further discussed in the Summary Compensation Table and the Grants of Plan-Based Awards table, below. The number of Retention PSU shares at target level of performance (which also constitutes threshold and maximum performance) granted to each of the named executive officers is set forth on the table below:

  32. Retention Awards

    | Name | Number of Shares underlying Retention PSU Award at Target Performance* | | Andrew J. McLean | 55,000 | | Bernard McCracken | 26,300 | | Peter L. Gray | 34,800 | | Martin Christopher | 26,300 | | Kym Maas | 26,300 |

  33. Retention Awards

    * Achievement of performance goals under the Retention PSUs was deemed not probable at the time of grant Based on the $9.51 closing price of the Company stock on the April 4, 2025 grant date, the value of these awards would be $523,050 (Mr. McLean), $250,113 (Mr. McCracken), $330,948 (Mr. Gray), $250,113 (Mr. Christopher), and $250,113 (Ms. Maas), respectively. In March 2026, the Board approved the vesting of the Retention PSUs with a modified vesting schedule. Pursuant to the vesting schedule approved by the Board, subject to the closing of the Joint Venture Transaction, fifty percent (50%) of such Retention PSU awards will vest upon the closing, twenty-five percent (25%) will vest upon the one-year anniversary of the closing and twenty-five percent (25%) will vest on December 31, 2027, in each case, subject to the named executive officer’s continued employment through the applicable vesting date.

  34. Other Compensation Elements

    Other Compensation Elements Perquisites and Other Personal Benefits We provide our named executive officers with certain limited perquisites and other personal benefits that the Compensation Committee deems reasonable and consistent with our overall compensation program or necessary to achieve certain executive hire and retention objectives. For fiscal year 2025, these perquisites included the opportunity for each named executive officer to receive an annual physical examination at our expense, which is intended to promote proactive management of executive health, and the opportunity to receive the same discounts on Lands’ End merchandise that are extended to all Lands’ End employees. Retirement Plan The Lands’ End, Inc. Retirement Plan (the “Retirement Plan”) allows all participants to contribute towards retirement with Roth and pre-tax contributions of up to 75% of eligible compensation, in addition, qualifying participants can make catch-up contributions (all contributions are subject to limits determined by the Internal Revenue Service). We also make matching contributions to the Retirement Plan for qualified employees in an amount equal to 50% of the participant’s first 6% of contributions. Severance Benefits We provide severance benefits to our named executive officers pursuant to executive severance agreements each has entered into with Lands’ End. The executive severance agreements help us attract and retain executives in a talent marketplace where severance provisions are commonly offered, while protecting our interests through post-employment non-disclosure, non-solicitation and non-competition restrictions. Under the executive severance agreements, subject to the executive’s execution of a release of claims against the Company and its affiliates, severance benefits are provided for involuntary termination by Lands’ End without “Cause” (as defined in each executive’s agreement) or termination by the executive officer for “Good Reason” (as defined in each executive’s agreement). See “— Potential Payments upon Termination of Employment” below for additional details on the terms, conditions and benefits received under a qualifying termination under the executive severance agreements. Awards under an annual or a long-term incentive program are payable to a certain extent in the event of a termination of employment as a result of death or disability during a performance period if certain conditions are met. See “— Potential Payments upon Termination of Employment” below for additional information. Under the 2017 Stock Plan, following a Change in Control (as defined in the 2017 Stock Plan) involving the Company, any non-vested portion of a participant’s award will vest, with performance awards vesting at target, in the event that either (1) the surviving, continuing, successor, or purchasing entity fails to assume or continue our rights and obligations under such award or fails to provide the participant with a substantially equivalent award, or (2) the participant’s employment is terminated within 18 months following the Change in Control on account of a termination by the Company (or any acquiring entity) for any reason other than Cause or on account of a participant’s resignation for Good Reason (each as defined in the 2017 Stock Plan). This type of treatment of equity following a Change in Control is referred to as a “double trigger” change-in-control provision and is intended to provide the participant with reasonable assurance regarding previously awarded compensation in the event of a Change in Control and subsequent termination of employment.

  35. Our Competitive Pay Practices

    Our Competitive Pay Practices The Committee believes that, in order to retain valuable executives and attract qualified candidates, we must offer executive compensation arrangements that include components that are set at levels that candidates would view favorably when considering alternative employment opportunities. In making compensation decisions, we take many factors into account, including competitive considerations; the responsibilities, impact and importance of the individual’s position within the Company; individual performance; the individual’s expected future contributions to the Company; the individual’s historical compensation; the performance of the Company overall; retention risk; experience; internal pay equity; and the effect on our general and administrative expenses. The Committee also takes into account compensation and market data, which data primarily focuses on apparel retail companies and other related industries. In connection with the actions taken by the Compensation Committee in fiscal year 2025, for the named executive officers, the Compensation Committee reviewed publicly available compensation data of a peer group of companies that was determined with assistance from Frederic W. Cook & Co., Inc. (“FW Cook”), the Compensation Committee’s independent compensation consultant. While the Compensation Committee does not seek to establish any specific element of compensation or total compensation at or within a prescribed range relative to its peer group of companies, it generally considers compensation arrangements to be competitive if they fall within a range of 15% above or below a market median. The Committee typically reviews the composition of its peer group annually, prior to compensation determinations. The Committee believes that limited year-over-year change allows the Company to use a peer group that provides familiar market information and facilitates managing compensation levels and program design on a multi-year basis. Following a peer group review that was undertaken in September 2024, and at the recommendation of FW Cook, the Peer Group for fiscal year 2025 remained consistent with the prior peer group used by the Company, other than removal of Chico’s FAS Inc., which was taken private, and Express, Inc. which filed for bankruptcy. In making its fiscal year 2025 compensation decisions, the Compensation Committee considered compensation data from the 17 peer companies set forth below (the “Peer Group”), comprised primarily of apparel retail companies and those in related industries. In comparing the relative size of the Company to the peer group median, our revenue positioning was near median and the median and market capitalization was at approximately the 25th percentile.

  36. Peer Group

    Peer Group

  37. Peer Group

    | American Eagle Outfitters, Inc. | Duluth Holdings, Inc. | | The Buckle, Inc. | G-III Apparel Group, Ltd. | | Caleres, Inc. | Genesco Inc. | | Carter’s, Inc. | Oxford Industries, Inc. | | The Cato Corp. | Shoe Carnival, Inc. | | The Children’s Place Retail Stores, Inc. | Tilly’s, Inc. | | Citi Trends, Inc. | Urban Outfitters, Inc. | | Columbia Sportswear Company | Zumiez, Inc. | | Deckers Outdoor Corporation | |

  38. Peer Group

    At our 2025 annual meeting of stockholders, approximately 98% of the votes cast supported our advisory resolution on the compensation of our executive officers named in the proxy statement for the meeting. The Compensation Committee reviewed these results and viewed them as an indicator of stockholder support for the compensation program and did not make any changes to the compensation program design for fiscal year 2025 in response to the stockholder vote outcome.

  39. Role of Consultants, Advisors, and Management in Executive Compensation Decisions

    Role of Consultants, Advisors, and Management in Executive Compensation Decisions The Compensation Committee has retained FW Cook as its independent compensation consultant. FW Cook assists the Compensation Committee and works on its behalf on matters related to the Compensation Committee’s purposes and responsibilities as set forth in the Compensation Committee Charter. FW Cook periodically advises the Compensation Committee as to trends in executive compensation and also provides specialized studies or advice as requested with respect to executive compensation issues. In fiscal year 2025, FW Cook provided an update of compensation trends and regulatory developments, analyzed our use of various compensation elements, provided assistance with the review and design of our incentive compensation programs, assessed the competitiveness of our executive compensation levels, provided market data on special transaction related compensation considerations and assisted with the preparation of our public filings with regard to executive compensation. Representatives of FW Cook attend Compensation Committee meetings in person or virtually as requested, and during fiscal year 2025, regularly attended Compensation Committee meetings. The Compensation Committee assessed the independence of FW Cook, including reviewing information received from FW Cook that addressed factors relevant to SEC and the Nasdaq Stock Market listing rules regarding conflicts of interest and independence and considers FW Cook to be independent under the applicable standards. The Compensation Committee also received advice and considered the recommendations of Mr. McLean in fiscal year 2025 regarding the forms and the amounts of compensation for our employees, including the other named executive officers, and of Mr. McCracken, Mr. Gray and our Chief Human Resources Officer, regarding our compensation programs generally. No member of management was present during any Compensation Committee deliberations or voting with respect to their specific compensation.

  40. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the total compensation paid to our principal executive officer and our principal financial officer during fiscal year 2025 and our other executive officers for fiscal year 2025 who were executive officers at the end of the fiscal year (collectively, the “named executive officers”). Fiscal year 2023 included 53 weeks, and accordingly all figures reflect amounts that are slightly higher than would have been the case in a 52-week year, on which basis “annual” compensation is determined. Total compensation for the 2023 and 2024 fiscal years is provided only if such person was a named executive officer in those years.

  41. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(a) | Stock Awards ($)(b) | Option Awards ($)(b) | Non-Equity Incentive Plan Compensation ($)(c) | All Other Compensation ($)(d) | Total ($) | | Andrew J. McLean Chief Executive Officer(e) | 2025 | $1,100,000 | $550,000 | $2,841,491 | | $1,416,250 | $7,039 | $5,914,780 | | | 2024 | $1,050,000 | — | $2,385,404 | | $735,000 | $11,562 | $4,181,966 | | | 2023 | $1,070,192 | — | $2,697,031 | — | $834,750 | $26,687 | $4,628,661 | | Bernard McCracken Chief Financial Officer(e) | 2025 | $525,000 | $263,000 | $1,042,453 | — | $405,563 | $8,231 | $2,244,247 | | | 2024 | $525,000 | — | $546,648 | — | $275,625 | $11,462 | $1,378,735 | | | 2023 | $529,122 | — | $169,748 | — | $309,536 | $9,088 | $1,017,494 | | Peter L. Gray President, Lands’ End Licensing, Chief Administrative Officer and General Counsel(e) | 2025 | $695,250 | $348,000 | $718,380 | — | $537,081 | $7,746 | $2,306,457 | | | 2024 | $689,409 | — | $702,818 | — | $361,939 | $11,199 | $1,765,365 | | | 2023 | $687,981 | — | $794,650 | — | $402,468 | $20,657 | $1,905,756 | | Martin Christopher Executive Vice President, Chief Technology Officer(e) | 2025 | $525,000 | — | $542,453 | — | $405,563 | $7,683 | $1,480,699 | | | 2024 | $525,000 | — | $546,648 | — | $275,625 | — | $1,347,273 | | Kym Maas President, Lands’ End Consumer and Chief Creative Officer(e) | 2025 | $515,385 | $200,000 | $542,453 | — | $398,135 | $7,919 | $1,663,892 |

  42. Summary Compensation Table

    Fiscal year 2025 bonus amounts represent Retention Cash Awards paid to the named executive officer in September 2025. The amounts shown in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of the equity awards, computed in accordance with ASC 718, and not the actual amounts that might be paid to or realized by the named executive officers. The vesting of options awards and restricted stock units is discussed in the footnotes to the “Grants of Plan-Based Awards” and “Outstanding Equity Awards at 2025 Fiscal Year End” tables below. For the 2025 restricted stock units, fair value for the time-based awards and performance-based awards with financial performance criteria (“Financial PSUs”) is based on the closing price of our common stock on the grant date, March 24, 2025 ($11.21), and fair value for the performance-based awards with stock price performance criteria (“Stock Price PSUs”) is calculated at the target payout level as of the grant date and a grant date fair value of $7.81 per share (the award date closing price as adjusted to reflect the estimated value of the Stock Price PSUs; calculated using a Monte Carlo simulation, described in Note 5. Stock-Based Compensation in our Annual Report on Form 10-K for the fiscal year ended January 30, 2026). For the performance-based restricted stock units with Strategic Alternatives Process criteria (“Retention PSUs”), the achievement of performance goals was improbable at the time of grant (April 4, 2025) and, therefore, we have not recognized any related expense during 2025 and there is no value included for these awards in the Summary Compensation Table. Based on the $9.51 closing price of the Company stock on the April 4, 2025, grant date, the value of these awards (at target and maximum, which are the same) would be $523,050 (Mr. McLean), $250,113 (Mr. McCracken), $330,948 (Mr. Gray), $250,113 (Mr. Christopher), and $250,113 (Ms. Maas), respectively. See “— Prior Performance-Based Awards Maturing in Fiscal Year 2025 in Compensation Discussion and Analysis above, and “— Grants of Plan-Based Awards” below, for additional information regarding the Retention PSUs. For fiscal year 2023, the stock awards consisted of an equal number of time-based restricted stock units and performance-based restricted stock units. For fiscal year 2024 and 2025 the stock awards consisted of 40% time-based restricted stock units, 40% Financial PSUs and 20% Stock Price PSUs (such percentages computed based on the closing price on the date of grant). For the 2025 Financial PSUs, the maximum grant date potential values are as follows: Mr. McLean, $3,833,993; Mr. McCracken, $731,925; Mr. Gray, $969,305; Mr. Christopher, $731,925; and Ms. Maas, $731,925. The fiscal year 2025 Stock Price PSU target grant date potential value is the same as their maximum grant date potential value. Fiscal year 2025, 2024 and 2023 amounts each represent incentive payment earned pursuant to our Annual Incentive Plan. (d) Fiscal year 2025 amounts consist of 401(k) match for all named executive officers. (e) Officer titles listed are as of 2025 fiscal year end. Ms. Maas became an executive officer in May 2025, and has served as President, Lands’ End Consumer and Chief Creative Officer since November 2025 and as Chief Creative Officer since March 2025.

  43. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth the awards granted to our named executive officers in fiscal year 2025 under our incentive plans.

  44. Grants of Plan-Based Awards

    | Name | Plan or Award | Grant Date for Equity- Based Award | Approval Date for Equity- Based Award | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts under Equity- Incentive Plan Awards(f)(g) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(g)(h) | Grant Date Fair Value of Stock and Options Awards ($)(i) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Andrew J. McLean | (a) | | | $687,500 | $1,375,000 | $2,750,000 | | | | | | | | (b) | 3/24/2025 | 3/6/2025 | | | | 53,970 | 107,939 | 183,092 | | $1,209,996 | | | (c) | 3/24/2025 | 3/6/2025 | | | | 17,810 | 53,969 | 53,969 | | $421,498 | | | (d) | 3/24/2025 | 3/6/2025 | | | | | | | 107,939 | $1,209,996 | | | (e) | 4/4/2025 | 4/2/2025 | | | | | 55,000 | | | — | | Bernard McCracken | (a) | | | $196,875 | $393,750 | $787,500 | | | | | | | | (b) | 3/24/2025 | 3/6/2025 | | | | 10,303 | 20,606 | 41,212 | | $230,993 | | | (c) | 3/24/2025 | 3/6/2025 | | | | 3,400 | 10,303 | 10,303 | | $80,466 | | | (d) | 3/24/2025 | 3/6/2025 | | | | | | | 65,209 | $730,993 | | | (e) | 4/4/2025 | 4/2/2025 | | | | | 26,300 | | | — | | Peter L. Gray | (a) | | | $260,719 | $521,437 | $1,042,875 | | | | | | | | (b) | 3/24/2025 | 3/6/2025 | | | | 13,645 | 27,289 | 54,578 | | $305,910 | | | (c) | 3/24/2025 | 3/6/2025 | | | | 4,503 | 13,644 | 13,644 | | $106,560 | | | (d) | 3/24/2025 | 3/6/2025 | | | | | | | 27,289 | $305,910 | | | (e) | 4/4/2025 | 4/2/2025 | | | | | 34,800 | | | — | | Martin Christopher | (a) | | | $196,875 | $393,750 | $787,500 | | | | | | | | (b) | 3/24/2025 | 3/6/2025 | | | | 10,303 | 20,606 | 41,212 | | $230,993 | | | (c) | 3/24/2025 | 3/6/2025 | | | | 3,400 | 10,303 | 10,303 | | $80,466 | | | (d) | 3/24/2025 | 3/6/2025 | | | | | | | 20,606 | $230,993 | | | (e) | 4/4/2025 | 4/2/2025 | | | | | 26,300 | | | — | | Kym Maas | (a) | | | $193,269 | $386,538 | $773,077 | | | | | | | | (b) | 3/24/2025 | 3/6/2025 | | | | 10,303 | 20,606 | 41,212 | | $230,993 | | | (c) | 3/24/2025 | 3/6/2025 | | | | 3,400 | 10,303 | 10,303 | | $80,466 | | | (d) | 3/24/2025 | 3/6/2025 | | | | | | | 20,606 | $230,993 | | | (e) | 4/4/2025 | 4/2/2025 | | | | | 26,300 | | | — |

  45. Grants of Plan-Based Awards

    Awards under our Annual Incentive Plan, which provided for 50% payout for reaching the threshold, 100% payout for reaching the target and 200% at maximum. Performance yielded a payout at 103% of target and actual cash amounts earned under the plan are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. See “Compensation Discussion and Analysis” for further discussion of the plan design and performance criteria. Award of performance-based restricted stock units under the 2017 Stock Plan with financial performance criteria (“Financial PSUs”). (c) Award of performance-based restricted stock units under the 2017 Stock Plan with stock price performance criteria (“Stock Price PSUs”). (d) Awards of time-based restricted stock units under the 2017 Stock Plan. (e) Award of performance-based restricted stock units under the 2017 Stock Plan with Strategic Alternatives Process criteria (“Retention PSUs”). (f) The amounts shown reflect number of Financial PSUs, Stock Price PSUs and Retention PSUs which may vest following the conclusion of the applicable performance period, based on the satisfaction of performance criteria established by the Compensation Committee and the recipient maintaining a continuous business relationship with the Company throughout the performance period and on the payment date. For Financial PSUs the threshold achievement represents 50% of target, and maximum achievement represents 200% of target. For Stock Price PSUs the threshold achievement represents 33% of target, and maximum achievement equals 100% of target. For Retention PSUs the threshold achievement represents 100% of target, and maximum achievement equals 100% of target, as there is no provision for partial payment or overperformance. Financial PSU, Stock Price PSU or Retention PSU performance below the threshold level results in the restricted stock units expiring with no vesting. The restricted stock units may also vest, to a certain extent, under certain circumstances. See “Potential Payments Upon Termination of Employment” below. See “Compensation Discussion and Analysis” for further discussion of the performance-based restricted stock units and performance criteria. (g) Issuances pursuant to each award are subject to the terms of the 2017 Stock Plan, including the per participant limit set forth in Section 7.1(b) of the Plan. (h) Restricted stock units vest as to 25%, 25% and 50% on each of the first, second and third anniversaries of the date of grant, provided that the executive maintains a continuous business relationship on each such date, and may also vest, to a certain extent, under certain circumstances. See “— Potential Payments upon Termination of Employment” below. (i) The Grant Date Value of Stock Awards represents the aggregate grant date fair value of the equity awards, computed in accordance with ASC 718, and not the actual amounts that might be paid to or realized by the named executive officers. The grant date fair value for each restricted stock unit and each Financial PSU is the closing price of our common stock on the date of grant ($11.21); and the grant date fair value for the Stock Price PSUs is $7.81 per share (the award date closing price as adjusted to reflect the estimated value of the Stock Price PSUs; calculated using a Monte Carlo simulation, described in Note 5. Stock-Based Compensation in our Annual Report on Form 10-K for the fiscal year ended January 30, 2026). For Retention PSUs the achievement of performance goals was deemed not probable at the time of grant and therefore such PSUs had no grant date fair value. Based on the $9.51 closing price of the Company stock on the April 4, 2025, grant date, the value of these awards (at target and maximum, which are the same) would be $523,050 (Mr. McLean), $250,113 (Mr. McCracken), $330,948 (Mr. Gray), $250,113 (Mr. Christopher), and $250,113 (Ms. Maas), respectively. For Financial PSUs and Stock Price PSUs, target level is used to compute value.

  46. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table sets forth information regarding the outstanding equity awards held by the named executive officers as of January 30, 2026, the last trading day of fiscal year 2025.

  47. Outstanding Equity Awards at 2025 Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(a) | Number of Securities Underlying Unexercised Options (#) Unexercisable(a) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(b) | Market Value of Shares or Units of Stock That Have Not Vested ($)(c) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(c) | | Andrew J. McLean | 84,040 | — | $10.81 | 11/1/2032 | 73,770 | $1,310,155 | 73,770(d) | $1,310,155 | | | | | | | 66,843 | $1,187,132 | 44,562(e) | $791,421 | | | | | | | 107,939 | $1,916,997 | 14,705(f) | $261,161 | | | | | | | | | 53,969(g) | $958,489 | | | | | | | | | 17,809(h) | $316,288 | | | | | | | | | 55,000(i) | $976,800 | | Bernard McCracken | — | — | — | — | 4,643 | $82,460 | 4,643(d) | $82,460 | | | | | | | 15,318 | $272,048 | 10,212(e) | $181,365 | | | | | | | 65,209 | $1,158,112 | 3,369(f) | $59,833 | | | | | | | | | 10,303(g) | $182,981 | | | | | | | | | 3,399(h) | $60,366 | | | | | | | | | 26,300(i) | $467,088 | | Peter L. Gray | 49,017 | — | $22.00 | 5/8/2027 | 21,736 | $386,031 | 21,736(d) | $386,022 | | | | | | | 19,695 | $349,783 | 13,129(e) | $233,171 | | | | | | | 27,289 | $484,653 | 4,332(f) | $76,936 | | | | | | | | | 13,644(g) | $242,317 | | | | | | | | | 4,502(h) | $79,956 | | | | | | | | | 34,800(i) | $618,048 | | Martin Christopher | — | — | — | — | 15,318 | $272,048 | 10,212(e) | $181,365 | | | | | | | 20,606 | $365,963 | 3,369(f) | $59,833 | | | | | | | | | 10,303(g) | $182,981 | | | | | | | | | 3,399(h) | $60,366 | | | | | | | | | 26,300(i) | $467,088 | | Kym Maas | — | — | — | — | 11,124 | $197,562 | 11,124(d) | $197,562 | | | | | | | 11,273 | $200,208 | 10,303(g) | $182,981 | | | | | | | 20,606 | $365,963 | 3,399(h) | $60,366 | | | | | | | | | 26,300(i) | $467,088 |

  48. Outstanding Equity Awards at 2025 Fiscal Year End

    (a) Mr. McLean’s and Mr. Gray’s stock options are fully vested. These time-based RSUs will vest as follows, subject in each case to the satisfaction of vesting conditions, including maintaining a continuous business relationship with the Company:

  49. Outstanding Equity Awards at 2025 Fiscal Year End

    | | 3/24/2026 | 4/1/2026 | 6/14/2026 | 3/24/2027 | 4/1/2027 | 3/24/2028 | TOTAL | | Andrew J. McLean | | | | | | | | | 6/14/2023 Grant: | | | 73,770 | | | | 73,770 | | 4/1/2024 Grant: | | 22,281 | | | 44,562 | | 66,843 | | 3/24/2025 Grant: | 26,984 | | | 26,985 | | 53,970 | 107,939 | | Bernard McCracken | | | | | | | | | 6/14/2023 Grant: | | | 4,643 | | | | 4,643 | | 4/1/2024 Grant: | | 5,106 | | | 10,212 | | 15,318 | | 3/24/2025 Grant: | 16,302 | | | 16,302 | | 32,605 | 65,209 | | Peter L. Gray | | | | | | | | | 6/14/2023 Grant: | | | 21,736 | | | | 21,736 | | 4/1/2024 Grant: | | 6,565 | | | 13,130 | | 19,695 | | 3/24/2025 Grant: | 6,822 | | | 6,822 | | 13,645 | 27,289 | | Martin Christopher | | | | | | | | | 4/1/2024 Grant: | | 5,106 | | | 10,212 | | 15,318 | | 3/24/2025 Grant: | 5,151 | | | 5,152 | | 10,303 | 20,606 | | Kym Maas | | | | | | | | | 6/14/2023 Grant: | | | 11,124 | | | | 11,124 | | 4/1/2024 Grant: | | 3,758 | | | 7,515 | | 11,273 | | 3/24/2025 Grant: | 5,151 | | | 5,152 | | 10,303 | 20,606 |

  50. Outstanding Equity Awards at 2025 Fiscal Year End

    Based on a January 30, 2026 closing price of $17.76 per share. (d) These Financial PSUs (shown at threshold level of performance) vest based on achievement of fiscal year 2023 through fiscal year 2025 financial performance goals. Of the target number of these Financial PSUs (referred to elsewhere in this Proxy Statement as the 2023 PSU Awards) 53% vested based on Company financial performance from fiscal year 2023 through fiscal year 2025, upon and subject to certification of performance measures by the Compensation Committee on March 5, 2026. Accordingly, the number of shares issued to each of the named executive officers was as follows:

  51. Outstanding Equity Awards at 2025 Fiscal Year End

    | Name | Number of Shares Issued Upon Vesting of 2023 PSU Awards | | Andrew J. McLean | 78,196 | | Bernard McCracken | 4,921 | | Peter L. Gray | 23,039 | | Martin Christopher | — | | Kym Maas | 11,791 |

  52. Outstanding Equity Awards at 2025 Fiscal Year End

    See Prior Performance-Based Awards Maturing in Fiscal Year 2025 – 2023 PSU Awards. (e) These Financial PSUs (shown at threshold level of performance) vest based on achievement of fiscal year 2024 through fiscal year 2026 financial performance goals. (f) These Stock Price PSUs (shown at threshold level of performance) vest based on achievement of certain stock price performance between the date of grant and the conclusion of fiscal 2026. (g) These Financial PSUs (shown at threshold level of performance) vest based on achievement of fiscal year 2025 through fiscal year 2027 financial performance goals. (h) These Stock Price PSUs (shown at threshold level of performance) vest based on achievement of certain stock price performance between the date of grant and the conclusion of fiscal 2027. (i) These Retention PSUs (shown at threshold level of performance, which is equivalent to target or maximum performance) vest based on achievement of Strategic Alternatives Process related criteria.

  53. Option Exercises and Stock Vested

    Option Exercises and Stock Vested Option awards The following table provides information for each of our named executive officers regarding exercise of stock option awards during fiscal year 2025.

  54. Option Exercises and Stock Vested

    | Name | Number of Shares Acquired on Exercise (#)(a) | Value Realized on Exercise ($)(b) | | Andrew McLean | 84,041 | $699,094 | | Bernard McCracken | — | — | | Peter L. Gray | — | — | | Martin Christopher | — | — | | Kym Maas | — | — |

  55. Option Exercises and Stock Vested

    (a) On January 26, 2026, Mr. McLean exercised 84,041 shares of stock options on a net exercise basis: (i) 42,020 at a fair market value of $17.543 per share with 31,350 shares forfeited to satisfy the payment of the exercise price and tax withholding in connection with the exercise; and (ii) 42,021 at a fair market value of $20 per share with 28,892 shares forfeited to satisfy the payment of the exercise price and tax withholding in connection with the exercise; Mr. McLean received 23,799 shares net of exercise price and tax withholding. (b) Represents the difference between the market price of the underlying securities at exercise and the exercise price of the options. Stock awards The following table provides information for each of our named executive officers regarding vesting of RSU awards during fiscal year 2025.

  56. Option Exercises and Stock Vested

    | Name | Number of Shares Acquired on Vesting (#)(a) | Value Realized on Vesting ($)(b) | | Andrew McLean | 116,983 | $1,407,123 | | Bernard McCracken | 9,292 | $94,779 | | Peter L. Gray | 25,289 | $252,464 | | Martin Christopher | 5,106 | $53,460 | | Kym Maas | 9,319 | $88,615 |

  57. Option Exercises and Stock Vested

    (a) The numbers shown include RSUs withheld by the Company to satisfy tax obligations associated with vesting and reflects the vesting of time-based restricted stock unit awarded in 2021, 2022 and 2023. (b) Represents the fair market value of the shares of stock based on closing price on the vesting date. Totals do not reflect the vesting of the 2023 PSU Awards, in connection with Company performance from fiscal year 2023 through fiscal year 2025. Vesting of these shares occurred upon certification of satisfaction of the performance measures by the Compensation Committee on March 5, 2026 and resulted in the share issuances and value realized on the vesting date, based on closing price on the vesting date, as follows:

  58. Option Exercises and Stock Vested

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Andrew McLean | 78,196 | $1,269,903 | | Bernard McCracken | 4,921 | $79,917 | | Peter L. Gray | 23,039 | $374,153 | | Martin Christopher | 0 | $0 | | Kym Maas | 11,791 | $191,486 |

  59. Potential Payments upon Termination of Employment

    Potential Payments upon Termination of Employment As described under “— Compensation Discussion and Analysis — Other Compensation Elements — Severance Benefits” above, the Company is party to severance agreements with each of the named executive officers. The following is a discussion of the potential compensation and benefits that the named executive officers would be entitled to upon termination of employment. For purposes of the severance agreements (except as noted) the following definitions apply: Good Reason: A termination by the executive officer is for “Good Reason” generally if it results from (1) a reduction of more than 10% in the sum of the executive officer’s annual base salary and target AIP award; (2) an executive officer’s mandatory relocation to an office more than 50 miles from the primary location at which the executive officer is required to perform their duties; or (3) any action or inaction that constitutes a material breach under the severance agreement, including the failure of a successor company to assume or fulfill the obligations under the severance agreement. Under Mr. McLean’s, Mr. McCracken’s and Mr. Gray’s agreements, material diminution in their duties also constitutes a Good Reason, and under Mr. McLean’s agreement, a Good Reason further includes (i) no longer being the principal executive officer of the Company and (ii) if at any time that ESL Investments, Inc. and its affiliate entities beneficially own more than twenty percent (20%) of our shares entitled to vote for directors, and they, in whole or in part, vote against Mr. McLean’s reelection to the Board while he is serving as the Chief Executive Officer of the Company. Cause: “Cause” generally is defined as (1) a material breach by the executive officer, other than due to incapacity due to a disability, of the executive officer’s duties and responsibilities which breach is demonstrably willful and deliberate on the executive officer’s part, is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company (or its affiliates) and such breach is not remedied by the executive officer in a reasonable period of time after receipt of written notice from the Company specifying such breach; (2) the commission by the executive officer of a felony (in certain cases defined as a felony involving moral turpitude); or (3) dishonesty or willful misconduct in connection with the executive officer’s employment. Severance Benefits upon Termination without Cause or for Good Reason Subject to their execution of a release of claims against the Company and its affiliates, if the executive’s employment is terminated by the Company without Cause or by the executive for Good Reason, the executive will be entitled to receive, subject to the terms of the applicable agreement, the following: Mr. McLean is entitled to a payment equal to two times the sum of his base salary plus his average bonus paid for the most recent prior two completed fiscal years (“Average Bonus”), paid in installments over 24 months; Mr. McCracken and Mr. Gray are each entitled to a payment equal to their base salary plus Average Bonus payable over 12 months; and Ms. Maas and Mr. Christopher are each entitled to received 12 months of base salary. In the event the termination occurs in contemplation of or within two years after a Change in Control of the Company, Mr. McLean’s severance payment is increased to two and one half times the sum of his base salary plus Average Bonus, paid in installments over 30 months, and Mr. McCracken and Mr. Gray are entitled to receive an amount equal to two times the sum of their base salary plus Average Bonus over a period of 24 months. For Mr. McLean, Mr. McCracken and Mr. Gray, Average Bonus in the event of a Change in Control shall mean the higher of target bonus or the average bonus paid for the most recent prior two completed fiscal years. If termination of employment occurs during the last six months of the applicable fiscal year, Mr. McLean, Mr. McCracken and Mr. Gray are also entitled to a pro-rata bonus for that fiscal year, based on actual performance. Mr. McLean, Mr. McCracken and Mr. Gray are each entitled to continued health insurance coverage for up to the same period of time as severance is paid. The named executive officers are entitled to receive continuation of the active medical and dental coverage that the named executive officer was eligible to participate in prior to the end of employment during the salary continuation period (other than under Mr. Christopher’s agreement, where he is reimbursed for a portion of COBRA amounts), provided that if the executive becomes eligible to participate in another medical or dental benefit plan through another employer or spousal plan during such period, the executive will be required to pay the full premium applicable to continuation coverage under COBRA. The named executive officers also are entitled to reasonable outplacement services, mutually agreed to by the Company and the named executive officer, for a period of up to 12 months or until subsequent employment is obtained, whichever occurs first. Per their severance agreements, the named executive officers are entitled to a lump sum payment of unused vacation pay benefits granted to the named executive officer prior to their termination date. Other Terms of Severance Agreements The named executive officers will not be entitled to a severance payment under the severance agreements in the event of termination for Cause or voluntary termination. Under the severance agreements, the named executive officers agree to, and payments under the agreements are subject to, non-disclosure of confidential information (two years), non-disparagement (two years) and non-solicitation (18 months). The named executive officer severance agreements also contain non-compete agreements, where permissible under applicable state law and subject to waiver by the Company; the non-compete period is generally 12 months, but in the case of Mr. McLean, Mr. McCracken and Mr. Gray, the non-compete period is 24 months if a qualifying termination occurs in contemplation of, or within two years after, a change in control of the Company; provided, however, that if their non-competition covenant remains in effect for 24 months, they may elect to compete following the 12 month anniversary of termination date if they waive their right to the balance of any cash severance payments. The severance agreements do not provide for payments to the participating named executive officers upon termination of employment due to death, disability or retirement. Our incentive programs and/or award agreements thereunder provide for eligibility to receive payments or vesting of awards upon the death or disability of named executive officers (and in certain cases, upon termination of employment by the Company without Cause or by the executive for Good Reason) as provided below. Named executive officers are not entitled to any “golden parachute” excise tax gross-up payments under any plan or agreement with the Company.

  60. Potential Payments upon Termination of Employment

    Potential Payments upon Termination of Employment The table below summarizes the potential payouts to the named executive officers in the event of certain termination events. The amounts shown in the following table assume that the termination of employment occurred on January 30, 2026. The actual amounts that would be paid to the named executive officers can only be determined at the time of such executive’s separation.

  61. Potential Payments upon Termination of Employment

    | | Severance Pay(a) | Bonus Payment(b) | Continuation Medical/ Welfare Benefits(c) | Vacation(d) | Outplacement | Accelerated Vesting(e) | Total | | Andrew McLean | | | | | | | | | Termination for Good Reason | $4,351,250 | $1,375,000 | $45,678 | $84,615 | $7,725 | — | $5,864,268 | | Termination without Cause | $4,351,250 | $1,375,000 | $45,678 | $84,615 | $7,725 | — | $5,864,268 | | Termination with Cause | — | — | — | — | — | — | — | | Voluntary Termination | — | — | — | — | — | — | — | | Termination due to Disability | — | $1,375,000 | — | — | — | $5,522,348 | $6,897,348 | | Retirement | — | — | — | — | — | — | — | | Termination due to Death | — | $1,375,000 | — | — | — | $5,522,348 | $6,897,348 | | Termination after Change in Control | $6,187,500 | $1,375,000 | $57,097 | $84,615 | $7,725 | $13,261,143 | $20,973,080 | | Bernard McCracken | | | | | | | | | Termination for Good Reason | $865,594 | $393,750 | $15,026 | $40,385 | $7,725 | — | $1,322,480 | | Termination without Cause | $865,594 | $393,750 | $15,026 | $40,385 | $7,725 | — | $1,322,480 | | Termination with Cause | — | — | — | — | — | — | — | | Voluntary Termination | — | — | — | — | — | — | — | | Termination due to Disability | — | $393,750 | — | — | — | $692,711 | $1,086,461 | | Retirement | — | — | — | — | — | — | — | | Termination due to Death | — | $393,750 | — | — | — | $692,711 | $1,086,461 | | Termination after Change in Control | $1,837,500 | $393,750 | $30,053 | $40,385 | $7,725 | $3,237,666 | $5,547,079 | | Peter L. Gray | | | | | | | | | Termination for Good Reason | $1,144,760 | $521,438 | $22,839 | $53,481 | $7,725 | — | $1,750,243 | | Termination without Cause | $1,144,760 | $521,438 | $22,839 | $53,481 | $7,725 | — | $1,750,243 | | Termination with Cause | — | — | — | — | — | — | — | | Voluntary Termination | — | — | — | — | — | — | — | | Termination due to Disability | — | $521,438 | — | — | — | $1,627,065 | $2,148,503 | | Retirement | — | — | — | — | — | — | — | | Termination due to Death | — | $521,438 | — | — | — | $1,627,065 | $2,148,503 | | Termination after Change in Control | $2,433,375 | $521,438 | $45,678 | $53,481 | $7,725 | $4,037,061 | $7,098,758 | | Martin Christopher | | | | | | | | | Termination for Good Reason | $525,000 | | $14,067 | $40,385 | $7,725 | — | $587,177 | | Termination without Cause | $525,000 | | $14,067 | $40,385 | $7,725 | — | $587,177 | | Termination with Cause | — | — | — | — | — | — | — | | Voluntary Termination | — | — | — | — | — | — | — | | Termination due to Disability | — | $393,750 | — | — | — | $475,844 | $869,594 | | Retirement | — | — | — | — | — | — | — | | Termination due to Death | — | $393,750 | — | — | — | $475,844 | $869,594 | | Termination after Change in Control | $525,000 | | $14,067 | $40,385 | $7,725 | $2,198,137 | $2,785,314 | | Kym Maas | | | | | | | | | Termination for Good Reason | $525,000 | | $21,897 | $40,385 | $7,725 | — | $595,007 | | Termination without Cause | $525,000 | | $21,897 | $40,385 | $7,725 | — | $595,007 | | Termination with Cause | — | — | — | — | — | — | — | | Voluntary Termination | — | — | — | — | — | — | — | | Termination due to Disability | — | $393,750 | — | — | — | $772,892 | $1,166,642 | | Retirement | — | — | — | — | — | — | — | | Termination due to Death | — | $393,750 | — | — | — | $772,892 | $1,166,642 | | Termination after Change in Control | $525,000 | | $21,897 | $40,385 | $7,725 | $2,429,890 | $3,024,897 |

  62. Potential Payments upon Termination of Employment

    These amounts represent salary continuation and bonus payments (as applicable). (b) Represents pro rata bonus, assuming full payment and termination at conclusion of performance period. (c) Where applicable, these amounts represent the continuation of the health and welfare benefits in which each named executive officer was enrolled on January 30, 2026, assuming that the officer continues to participate in these plans for the duration of the severance period. (d) Assumes executive has not used any vacation time during year and represents maximum payout. (e) The amounts shown are based on the value of $17.76 per share, the closing price of our common stock on January 30, 2026. The amounts shown represent the acceleration of equity awards outstanding on January 30, 2026 in accordance with applicable agreements or compensation plans, and cash awards to Ms. Maas, which accelerate upon Change in Control upon substantially the same terms as the equity awards. For Termination after Change in Control this also assumes the named executive officer’s employment was terminated by the Company (or any acquiring entity) on January 30, 2026, within 18 months following a “Change in Control” (as defined in the 2017 Stock Plan) for any reason other than Cause or on account of the officer’s resignation for Good Reason. Chief Executive Officer 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 following information about the relationship of the median annual total compensation of our employees (other than the then Chief Executive Officer) and the annual total compensation of our Chief Executive Officer during fiscal year 2025: For fiscal year 2025: • the median of the annual total compensation of our employees (as defined above) was $32,694; • the median employee was a US-based full-time employee whose total compensation includes base wages, a discretionary bonus, and a 401(k) matching payment; and • the total annual compensation of the Chief Executive Officer for purposes of determining the Chief Executive Officer pay ratio was $5,914,780; • Mr. McLean’s total annual compensation includes his base wages, stock awards, non-equity incentive plan compensation, and other compensation, as shown on the Summary Compensation Table. Based on this information, for fiscal year 2025, the ratio of the annual total compensation of our Chief Executive Officer, to the median of the annual total compensation of all employees was estimated to be 181 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows: • We determined that, as of January 31, 2026, our employee population for purposes of determining our median employee consisted of 3,783 individuals globally: 3,562 employees in the United States, and 221 employees in the United Kingdom. • In determining our employee population as of such date, we excluded less than 5% of our total global workforce (104 employees, comprised of 11 employees in Hong Kong, 93 employees in Germany) from the identification of the “median employee,” as permitted by the de minimis exemption under SEC rules. • Though under SEC rules we may have used the same median employee identified in our last Proxy Statement, we identified a new median employee for fiscal year 2025. • We selected January 31, 2026, as the date upon which we would identify the “median employee” because it was within the last three months of our fiscal year and because the disparate impact of seasonal employees on this determination would be minimized. To identify the “median employee” from our employee population, we collected all taxable compensation, including base wages, overtime and any other compensation paid during fiscal year 2025. The Chief Executive Officer is excluded from the employee population for purposes of determining the median employee. Pay Versus Performance The following table shows the total compensation for our named executive officers for the past five fiscal years as set forth in the Summary Compensation Table, the “compensation actually paid” to our Principal Executive Officer (PEO) and, on an average basis, our other named executive officers (in each case, as determined under SEC rules), our Total Shareholder Return (TSR), the TSR of the S&P 600 Apparel Retail Index over the same period, our net income, and our financial performance measure for compensatory purposes, Adjusted EBITDA. This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, the Compensation Committee has not used compensation actually paid (CAP) as a basis for making compensation decisions, nor does it use GAAP Net Income for purposes of determining incentive compensation. Please refer to our Compensation Discussion and Analysis above for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance.

  63. Pay Versus Performance Table

    Pay Versus Performance Table

  64. Pay Versus Performance Table

    | Fiscal Year(1) (a) | Summary Compensation Table Total for PEO(2) (b) | Compensation Actually Paid to PEO(3) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(2) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(3) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income (In Thousands) (h) | Adjusted EBITDA(5) (In Thousands) (i) | | | | | | | Total Shareholder Return(4) (f) | Peer Group Total Shareholder Return(4) (g) | | | | 2025 | $5,914,780 | $8,949,829 | $1,923,824 | $2,554,349 | $64.32 | $272.66 | $5,508 | $102,278 | | 2024 | $4,181,966 | $6,042,489 | $1,441,844 | $1,617,869 | $45.09 | $217.68 | $6,233 | $92,599 | | 2023 | $4,628,661 | $4,516,435 | $1,319,686 | $1,150,570 | $33.65 | $176.13 | $(130,684) | $84,301 | | 2022 | $4,278,798 | $128,735 | $1,765,652 | $769,839 | $32.63 | $122.66 | $(12,530) | $70,497 | | 2021 | $5,443,598 | $3,489,364 | $1,954,809 | $1,443,938 | $65.66 | $129.51 | $33,369 | $120,882 |

  65. Pay Versus Performance Table

    Mr. McLean served as Principal Executive Officer (PEO) the entirety of fiscal years 2023, 2024 and 2025. Jerome Griffith served as Principal Executive Officer (PEO) the entirety of fiscal year 2021 and 2022, and our other named executive officers for the applicable fiscal years were as follows: 2021: James Gooch, Mr. Gray, Sarah Rasmusen and Chieh Tsai; 2022: Mr. Gooch, Mr. McLean, Mr. Gray, Ms. Rasmusen and Ms. Tsai; 2023: Mr. McCracken, Mr. Gray, Angela Rieger and Ms. Rasmusen; 2024: Mr. McCracken, Mr. Gray, Martin Christopher and Ms. Rieger; and 2025: Mr. McCracken, Mr. Gray, Mr. Christopher and Kym Maas. Amounts reported in this column represent (i) for PEO, the total compensation reported in the Summary Compensation Table for the applicable year for Mr. McLean or Mr. Griffith as applicable, and (ii) for Non-PEOs, the average of the total compensation reported in the Summary Compensation Table for our other named executive officers reported for the applicable year. (3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay Versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable named executive officer without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation, adjusted to include the fair market value of equity awards as of the last day of the applicable fiscal year or, if earlier, the vesting date (rather than the grant date). The named executive officers do not participate in a defined benefit plan so no adjustment for pension benefits is included. Similarly, no adjustment is made for dividends, as dividends have not been paid. The valuation assumptions and processes used to recalculate fair values did not materially differ from those disclosed at the time of grant. The following tables detail the adjustments:

  66. Pay Versus Performance Table

    | | FY2025 | | | | PEO Compensation | Non-PEO Named Executive Officer Compensation (Averages) | | Total Compensation as reported in the Summary Compensation Table | $5,914,780 | $1,923,824 | | (Deduct): Fair value of equity compensation granted during the covered fiscal year as reported in the Summary Compensation Table | $(2,841,491) | $(711,435) | | Add: Fair value at year end of equity compensation granted in the covered fiscal year that was outstanding and unvested at the covered fiscal year end | $5,138,192 | $1,258,471 | | Add or (Deduct): The change in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the covered fiscal year | $553,037 | $113,690 | | Add: Fair value as of the vesting date of awards granted and vested during the covered fiscal year | $0 | $0 | | Add or (Deduct): For awards granted in prior years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the change in the fair value from the end of the prior fiscal year to the vesting date | $185,312 | $(30,202) | | Deduct: For awards granted in prior years that failed to meet the applicable vesting conditions during the covered fiscal year (i.e., were forfeited), the amount equal to the fair value at the end of the prior fiscal year | $0 | $0 | | Compensation Actually Paid to PEO / non-PEO Named Executive Officers | $8,949,829 | $2,554,349 |

  67. Pay Versus Performance Table

    (4) TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the S&P 600 Apparel Retail Index. (5) The Company’s most important financial performance measure is Adjusted EBITDA. Adjusted EBITDA is not a generally accepted accounting principle (“GAAP”); a reconciliation of Adjusted EBITDA to Net (loss) income is shown in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Net Income (Loss) and Adjusted EBITDA in our Annual Report on Form 10-K for fiscal years 2021, 2022, 2023, 2024 and 2025.

  68. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures We believe the pay versus performance table shows the alignment between compensation actually paid to the named executive officers and the Company’s performance, consistent with our compensation philosophy as described in “— Executive Compensation — Compensation Discussion and Analysis” above. The charts below show, for the past four fiscal years, the relationship between the PEO and non-PEO “compensation actually paid” and each of (i) TSR and Peer TSR; (ii) the Company’s Net Income; and (iii) the Company’s Adjusted EBITDA.