DEF 14A of Lands' End, Inc., Apr 10, 2024

DEF 14A of Lands' End, Inc.

Filed Apr 10, 2024 · FY20230001140361-24-019003

Open on EDGAR

  1. for the 2024 Annual Meeting of Stockholders

    | QUESTIONS AND ANSWERS | 1 | | CORPORATE GOVERNANCE | 5 | | ITEM 1. ELECTION OF DIRECTORS | 6 | | COMPENSATION OF DIRECTORS | 16 | | 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 | 44 | | ITEM 3. ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE VOTES REGARDING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 45 | | ITEM 4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 46 | | CERTAIN RELATIONSHIPS AND TRANSACTIONS | 49 | | OTHER INFORMATION | 49 |

  2. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS Item 1 is the election of six nominees to our Board: Robert Galvin, Elizabeth Leykum, Josephine Linden, John T. McClain, Andrew J. McLean and Alicia Parker. Alicia Parker is being nominated for the first time, and each of the other 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 Board currently has seven members: Robert Galvin, Elizabeth Leykum, Josephine Linden, John T. McClain, Andrew J. McLean, who are standing for reelection, as well as Jignesh Patel and Jonah Staw, who are not standing for reelection. By resolution of the Board in accordance with the Company’s Bylaws, effective upon the 2024 Annual Meeting, the size of the Board will be reduced to six members. We wish to thank Jignesh Patel and Jonah Staw, who have each served on the Board since 2014, for their many years of distinguished service on the Board and their dedication to the Company. 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

    THE BOARD RECOMMENDS THAT YOU VOTE

  4. “FOR” ELECTION OF THE SIX NOMINEES FOR DIRECTOR

    “FOR” ELECTION OF THE SIX NOMINEES FOR DIRECTOR The biographies of each of the nominees and members of the Board 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. New Nominee: Alicia Parker, 47, has been nominated for election to the Board for the first time at the Annual Meeting. 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 2004-2006. 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. Nominees Currently Serving on the Board: Robert Galvin, 64, joined the Board in May 2014. Since October 2018, he has served as President and 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. 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 15 years. Elizabeth Leykum, 45, 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. Since April 2021, she has served as a member of the board for IES Holdings, Inc. 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. 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, 72, 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. She previously served as a director of Sears Hometown and Outlet Stores, Inc. from October 2012 to October 2019 and as a director of Trine Acquisition Corp. from May 2019 to December 2020. 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. 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.

  5. “FOR” ELECTION OF THE SIX NOMINEES FOR DIRECTOR

    John T. McClain, 63, 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, and on the board of Cherokee Inc. (now Apex Global Brands Inc.) from September 2017 to January 2019. 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, 55, has served as the Chief Executive Officer since January 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 is an active member of the Duke University parents committee, where he acts as a parent ambassador and student mentor. 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.

  6. Nominating and Corporate Governance Committee

    | • | Recommends to the Board director compensation and benefits |

  7. 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:

  8. 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 Committee Chairs | $10,000 | | All Other Committee Members (Non-Chairs) | $7,500 |

  9. 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-rated portion of the applicable payment. |

  10. COMPENSATION OF DIRECTORS

    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, 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. The Nominating and Corporate Governance Committee conducts regular reviews of Board compensation, and considers publicly available board compensation data and best market practices. The following table shows information concerning the compensation earned in fiscal year 2023 by directors who served on the Board during fiscal year 2023 and are not named executive officers.*

  11. COMPENSATION OF DIRECTORS

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(a) | Gift Card ($) | Total(b) | | Josephine Linden, Chair | $160,000 | $0 | $10,000 | $170,000 | | Robert Galvin | $63,769 | $63,731 | $10,000 | $137,500 | | Elizabeth Leykum | $120,000 | $0 | $10,000 | $130,000 | | John T. McClain | $120,000 | $0 | $10,000 | $130,000 | | Jignesh Patel | $120,000 | $0 | $10,000 | $130,000 | | Jonah Staw | $107,500 | $0 | $10,000 | $117,500 | | Maureen Mullen Murphy(c) | $40,165 | $0 | $0 | $40,165 | | Jerome Griffith(d) | — | — | — | — |

  12. COMPENSATION OF DIRECTORS

    | (a) Amount represents portion of retainer that director elected to receive in shares of Lands’ End common stock, based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. |

  13. COMPENSATION OF DIRECTORS

    | (b) The amounts in this column do not include amounts attributable to the discount on Lands’ End merchandise that are available generally to all Lands’ End salaried employees and non-employee directors. |

  14. COMPENSATION OF DIRECTORS

    | (c) Ms. Murphy served until the 2023 Annual Meeting, June 13, 2023. |

  15. COMPENSATION OF DIRECTORS

    | (d) During fiscal year 2023, Jerome Griffith, served as an employee director until the 2023 Annual Meeting, June 13, 2023. Mr. Griffith received no compensation for his services as a director. For a discussion of Mr. Griffith’s compensation as an employee see our 2023 Annual Meeting definitive proxy statement, filed May 2, 2024. |

  16. COMPENSATION OF DIRECTORS

    | * Mr. McLean, as an employee of the Company, did not receive separate or additional compensation for his service as a director during fiscal year 2023. See “Executive Compensation” for information relating to Mr. McLean’s fiscal year 2023 compensation. |

  17. Executive Compensation Program: Key Elements

    | • | Annual Incentive Plan—Our annual incentive program seeks to motivate executives by providing opportunities to earn annual cash awards which are at risk and based on achievement of annual financial objectives established by the Compensation Committee. |

  18. Executive Compensation Program: Key Elements

    | • | Long-Term Performance-Based Awards—Our long-term incentive programs are designed to motivate executives to focus on long-term Company performance through awards that are at risk and based on multi-year performance periods, and to reinforce accountability by linking executive compensation to achievement of performance goals. These programs seek to align our executives’ compensation with our strategic direction and initiatives, which the Compensation Committee believes will result in increased returns to our stockholders. These awards have taken the form of either equity or cash in the past several years. |

  19. Executive Compensation Program: Key Elements

    | • | Long-Term Time-Based Awards—Our long-term incentive programs also include time-based awards of equity that are at risk. The multi-year vesting requirements of time-based awards are designed to promote retention and encourage executive officers to adopt longer-term approaches to our business. Time-based equity compensation also provides alignment with our stockholders, as value received will be consistent with return to our stockholders. |

  20. 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 2023, 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 2023 annual incentive awards for the named executive officers offered an opportunity to earn cash compensation based upon achievement of annual and quarterly adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) goals for fiscal year 2023. The goal-setting process is discussed below in “Fiscal Year 2023 Annual Incentive Opportunity”. In fiscal year 2023, the Compensation Committee also granted long-term time-based equity awards that will vest over a three-year period, assuming continued service and long-term performance-based equity awards, which vest based on achievement of cumulative adjusted EBITDA and revenue goals for a three-year period, and are subject to a relative total stockholder return (“Relative TSR”) modifier which is based on the Company’s total return to stockholders over the measurement period relative to a custom peer group. We use adjusted EBITDA in both our annual and long-term incentive program as we believe it is a key driver 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 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. The Compensation Committee did not exercise any such discretion for fiscal year 2023 payouts for any of the named executive officers.

  21. Fiscal Year 2023 Performance Measures and Goals

    Fiscal Year 2023 Performance Measures and Goals As we rely upon “at risk” compensation to motivate our executives, in addition to time-based equity awards, in 2023 we utilized two forms of performance-based awards: awards based on goals set for fiscal year 2023 under the AIP (“2023 AIP”) and performance-based equity awards. Under the 2023 AIP, we used, as in past years, an adjusted EBITDA measure (see discussion of this measure, and how it differs from reported Adjusted EBITDA below, in “Fiscal Year 2023 Annual Incentive Opportunity”). The adjusted EBITDA targets were established in April 2023. When establishing the performance goals for the 2023 AIP and also for the long-term performance-based equity awards granted in 2023, the Compensation Committee considered such factors as fiscal year 2022 financial results, overall fiscal year 2023 financial goals, our long-range plan, our competitive position, and market trends, as well as the general state of the economy and our business. With respect to the long-term performance-based equity awards, performance goals are based on adjusted EBITDA and revenue goals, which considered the factors cited above, and were established in April 2023 for the cumulative three-year period from fiscal year 2023 through fiscal year 2025.

  22. Fiscal Year 2023 Annual Incentive Opportunity

    Fiscal Year 2023 Annual Incentive Opportunity For the 2023 AIP, the Compensation Committee approved an adjusted EBITDA performance measure (“2023 AIP EBITDA”) that consisted of quarterly and annual goals, which cumulatively accounted for 100% of the annual incentive opportunity for our named executive officers. The 2023 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 2023 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). Given the challenging business conditions present at the end of fiscal year 2022 and the beginning of fiscal year 2023, and in light of the Company’s financial performance in fiscal year 2022, the Compensation Committee deemed it critical that the opportunity to earn incentive compensation under the 2023 AIP be balanced with the need of the Company to maintain compliance with its debt covenants. Accordingly, in adopting the 2023 AIP, the Compensation Committee provided that no bonus amounts could be earned if such bonus amounts would cause the Company to fail to comply with the financial covenants included in its term loan. Since debt covenant compliance was to be measured quarterly, the 2023 AIP contained quarterly, as well as, annual goals. In addition, to incent management to deliver comparatively stronger results in fiscal year 2023, the metrics provided for both a “target” level of performance, which equated to 75% payout, and a “stretch target” level of performance, which would need to be attained to earn a 100% payout. To determine 2023 AIP EBITDA 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 2023 AIP EBITDA measure, the Compensation Committee is required to adjust either the performance target or actual Adjusted EBITDA results to reflect the following occurrences affecting our results during the performance period:

  23. Fiscal Year 2023 Annual Incentive Opportunity

    | • | the effects of currency fluctuations in comparison to plan currency rates; |

  24. Fiscal Year 2023 Annual Incentive Opportunity

    | • | 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; |

  25. Fiscal Year 2023 Annual Incentive Opportunity

    | • | the effect of changes in laws, regulations, or accounting principles, methods or estimates; |

  26. Fiscal Year 2023 Annual Incentive Opportunity

    | • | write down or impairment of assets; |

  27. Fiscal Year 2023 Annual Incentive Opportunity

    | • | 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; |

  28. Fiscal Year 2023 Annual Incentive Opportunity

    | • | results from an unplanned acquired business and costs related to the unplanned acquisition; |

  29. Fiscal Year 2023 Annual Incentive Opportunity

    | • | restructuring and workforce severance costs pursuant to a plan approved by the Board and Chief Executive Officer; |

  30. Fiscal Year 2023 Annual Incentive Opportunity

    | • | the impact of the unplanned termination or loss of store leases; and |

  31. Fiscal Year 2023 Annual Incentive Opportunity

    | • | unusual and infrequently occurring items as defined by accounting principles generally accepted in the United States (GAAP). |

  32. Fiscal Year 2023 Annual Incentive Opportunity

    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 2023 AIP was consistent with past practice and was set at 100% of base salary for Mr. McLean, and 75% of base salary for the other named executive officers. Mr. McCracken’s target award opportunity was initially set at 40% and increased to 75% due to his appointment as Chief Financial Officer. Threshold, target, stretch target and maximum levels for quarterly and annual performance under the 2023 AIP EBITDA were established in April 2023. For the annual measure, as discussed above, performance levels were set at: threshold for performance at 12.5% below target 2023 AIP EBITDA for fiscal year 2023, target at our internal plan, which had been established in April 2023 and represented a 13.5% increase over fiscal year 2022 performance, stretch target, which represented performance at 25% over fiscal year 2022 performance, and maximum at an approximately 25% overachievement of the stretch target for fiscal year 2023. For the quarterly measures, the performance levels per quarter were set equal to 25% of their annual counterparts, threshold each quarter was 12.5% below the target, the stretch target was set at an approximately 10% overachievement of the target, and maximum at an approximately 25% overachievement of stretch target. The annual incentive, which provided 100% payout for achievement of the stretch targets, equally weighted the achievement of quarterly goals and the annual goal, with 50% of the incentive opportunity based on each. The following table summarizes the plan design, metric, and performance levels:

  33. Fiscal Year 2023 Annual Incentive Opportunity

    | Metric | Threshold | Target | Stretch Target | Maximum | | 2023 AIP EBITDA and payout opportunity for each of the four fiscal quarters | $17.5 million (6.25% payout) | $20 million (9.38% payout) | $22 million (12.5% payout) | $27.5 million (25% payout) | | 2023 AIP EBITDA and payout opportunity for full fiscal year | $70 million (25% payout) | $80 million (37.5% payout) | $88 million (50% payout) | $110 million (100% payout) |

  34. Fiscal Year 2023 Annual Incentive Opportunity

    The Compensation Committee views Adjusted EBITDA growth as a key metric and driver of stockholder value. As designed, each of the four fiscal quarters and the full fiscal year was measured independently and the 2023 AIP payout for each period depended upon at least threshold performance. If threshold performance was not achieved for a particular period, no payout would be made under the 2023 AIP for that period. At the time it set the targets, the Compensation Committee believed that performance at the target level, a 13.5% improvement over fiscal year 2022 performance, was attainable, yet challenging, given multiple factors, including uncertainty related to supply chain challenges, and that performance at the stretch target level required for a 100% payout would be even more challenging to achieve. Our quarterly and annual actual 2023 AIP EBITDA, and the resultant payout, was as follows:

  35. Fiscal Year 2023 Annual Incentive Opportunity

    | Time Period | 2023 AIP EBITDA | Payout Percentage | | First Quarter | $19.5 million | 9% | | Second Quarter | $15.8 million | — | | Third Quarter | $17.3 million | — | | Fourth Quarter | $31.7 million | 25% | | Full Fiscal Year | $84.3 million | 44% | | Total Payout Percentage | | 78% |

  36. Fiscal Year 2023 Annual Incentive Opportunity

    These results yielded a payout of 78% of target for the named executive officers and other AIP participants. Neither the Compensation Committee nor the Board exercised any discretion with respect to the payout amounts, which are set forth below.

  37. Fiscal Year 2023 Annual Incentive Opportunity

    | Name* | Target Incentive for fiscal year 2023 | Annual Incentive Earned and Paid for fiscal year 2023 | | Andrew J. McLean | $1,070,192 | $834,750 | | Bernard McCracken | $396,842 | $309,536 | | Peter L. Gray | $515,985 | $402,469 | | Angela Rieger | $345,433 | $269,437 |

  38. Fiscal Year 2023 Annual Incentive Opportunity

    | * As Ms. Rasmusen departed the Company prior to the payout date, under the terms of the AIP she was not eligible to receive a payout. |

  39. Fiscal Year 2023 Long-Term Compensation Opportunities

    Fiscal Year 2023 Long-Term Compensation Opportunities 2023 Long-Term Incentive Structure: 2023 PRSU Awards and 2023 RSU Awards For fiscal year 2023, our long-term incentive (“LTI”) structure had two components: awards of performance-based restricted stock units (each, a “PRSU” and the award, the “2023 PRSU Awards”) and awards of time-based restricted stock units (each, an “RSU” and the award, the “2023 RSU Awards”) under the Lands’ End, Inc. Amended and Restated 2017 Stock Plan (the “2017 Stock Plan”), each weighted equally at 50% of the total LTI value. Each of the named executive officers has a target incentive. For Mr. McLean the target incentive is $2,520,000 and for Mr. Gray, Ms. Rieger and Ms. Rasmusen the target incentive was set at 110% of base salary. At the time the LTI grants were made, Mr. McCracken’s target incentive was set at 50% of base salary. Beginning with fiscal year 2024 awards, Mr. McCracken’s target incentive is expected to be set at 110% of base salary. 2023 PRSU Awards The 2023 PRSU Awards are intended to focus the named executive officers on our long-term performance and align their interests with those of our stockholders. Each PRSU represents a contingent right to receive one share of our common stock upon satisfaction of adjusted EBITDA (75% weighting) (“2023 PRSU EBITDA”) and revenue (25% weighting) vesting conditions for the cumulative period comprised of fiscal years 2023 through 2025, and are subject to the Relative TSR modifier which is based on the Company’s total return to stockholders over a measurement period relative to a custom peer group and continued service. The 2023 PRSU 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 PRSUs and be issued the related number of shares, based on the Company’s performance relative to the cumulative adjusted EBITDA and revenue goals, and the Relative TSR modifier. All goals were set in April 2023. The number of shares for the 2023 PRSU Awards at target level of performance to each of the named executive officers, representing 50% of their LTI value on June 14, 2023 (calculated using a value per share of $8.54, the closing price of the Common Stock on the date of the award), and the grant date fair value of the award (calculated using a value per share of $9.74, the award date closing price as adjusted to reflect the estimated value of the Relative TSR modifier; value adjustment 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 February 2, 2024), are each set forth on the table below:

  40. Fiscal Year 2023 Long-Term Compensation Opportunities

    | Name | Number of Shares underlying 2023 PRSU Award at Target Performance (“2023 Target Shares”) | Grant Date Fair Value | | Andrew J. McLean | 147,540 | $1,437,040 | | Bernard McCracken | 9,286 | $90,446 | | Peter L. Gray | 43,471 | $423,408 | | Angela Rieger | 28,981 | $282,275 | | Sarah Rasmusen* | 29,850 | $290,739 |

  41. Fiscal Year 2023 Long-Term Compensation Opportunities

    | * Ms. Rasmusen’s 2023 PRSU Award expired when her employment with the Company ceased. |

  42. Fiscal Year 2023 Long-Term Compensation Opportunities

    The definition of 2023 PRSU EBITDA is substantially the same as the definition of 2023 AIP EBITDA (as indicated above). Revenue for the purposes of the 2023 PRSU Awards, is revenue, as determined by GAAP. Under the 2023 PRSU Awards, a threshold level of performance for a goal will generate a preliminary payout calculation of 50% of 2023 Target Shares, a target level of performance will generate a preliminary payout calculation of 100% of 2023 Target Shares and a maximum level of performance will result in a preliminary payout calculation of 200% of 2023 Target Shares. The preliminary payout percentage calculation between each of threshold and target payout and between target and maximum payout is based on straight-line (linear) interpolations. Each metric is considered independently, and payout for that metric will be weighted according to the weighting associated with the metric. Once the preliminary payout percentage is determined, such amount is subject to adjustment by applying the Relative TSR Modifier. The Relative TSR Modifier reflects a filtered subset of the combined S&P TMI Consumer Discretionary and Completion Consumer Discretionary indices based on the following criteria:

  43. Fiscal Year 2023 Long-Term Compensation Opportunities

    | • | Market cap between $100M-$2B |

  44. Fiscal Year 2023 Long-Term Compensation Opportunities

    | • | Revenues between $500-$5B |

  45. Fiscal Year 2023 Long-Term Compensation Opportunities

    | • | Volatility greater than 50% |

  46. Fiscal Year 2023 Long-Term Compensation Opportunities

    | • | Correlation greater than 0.45 |

  47. Fiscal Year 2023 Long-Term Compensation Opportunities

    | • | Companies headquartered in the U.S. |

  48. Fiscal Year 2023 Long-Term Compensation Opportunities

    | • | Companies with more than 2 years of public trading history |

  49. Fiscal Year 2023 Long-Term Compensation Opportunities

    The foregoing approach yielded a comparator group of 38 companies. Application of the Relative TSR Modifier may not result in a payout in excess of 200% of target, and the Relative TSR Modifier is capped at 100% if our absolute TSR during the Relative TSR measurement period of April 1, 2023 through January 31, 2026 is negative. A summary of the plan design for the 2023 PRSU Awards is set forth below:

  50. Fiscal Year 2023 Long-Term Compensation Opportunities

    | Metric (cumulative three-year performance) | Weighting | Preliminary Payout at Threshold (50% of Target) | Preliminary Payout at Target (100% of Target) | Preliminary Payout at Maximum (200% of Target) | | 2023 PRSU EBITDA | 75% | 50% | 100% | 200% | | Revenue | 25% | 50% | 100% | 200% |

  51. Fiscal Year 2023 Long-Term Compensation Opportunities

    Relative TSR Modifier (subject to limitations discussed above):

  52. Fiscal Year 2023 Long-Term Compensation Opportunities

    | Percentile Rank | Payout Multiplier | | ≥75th Percentile | 125% | | 50th Percentile | 100% | | ≤25th Percentile | 75% |

  53. Fiscal Year 2023 Long-Term Compensation Opportunities

    Since the levels of achievement for the metrics are based on a three-year cumulative amount, fiscal year 2023 performance, alone, did not trigger any achievement. All grants under the 2017 Stock Plan, including the 2023 PRSUs 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. 2023 RSU Awards The 2023 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 2023 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 2023 RSU Awards), which was June 14, 2023. The number of shares for awards was determined by dividing the desired value (in case of the 2023 RSU Awards, 50% of the executive’s LTI value) by the closing price of our common stock on the date of grant. The closing price of our common stock on the award date was $8.54. Accordingly, the number of shares for the 2023 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:

  54. Fiscal Year 2023 Long-Term Compensation Opportunities

    | Name | Number of Shares underlying 2023 RSU Award | Grant Date Fair Value | | Andrew J. McLean | 147,540 | $1,259,992 | | Bernard McCracken | 9,286 | $79,302 | | Peter L. Gray | 43,471 | $371,242 | | Angela Rieger | 28,981 | $247,498 | | Sarah Rasmusen* | 29,850 | $254,919 |

  55. Fiscal Year 2023 Long-Term Compensation Opportunities

    | * Ms. Rasmusen’s 2023 RSU Award expired when her employment with the Company ceased. |

  56. Prior Performance-Based Awards Providing Fiscal Year 2023 Compensation Opportunity

    | Metric (cumulative three-year performance) | Weighting | Threshold (50% payout) | Target (100% payout) | Maximum (200%) | | 2021 PRSU EBITDA | 75% | $305 million | $340 million | $400 million | | Revenue | 25% | $4.9 billion | $5.2 billion | $5.7 billion |

  57. 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 2023, 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 participants to contribute towards retirement (including catch-up contributions) on a pre-tax basis, subject to Internal Revenue Service annual contribution limits. The Retirement Plan allows Roth-after-tax contributions as well as pre-tax contributions of up to 75% of eligible compensation (or the limit determined by the Internal Revenue Service). We also make matching contributions to the Retirement Plan in an amount equal to 50% of the participant’s first 6% of contributions, starting the first day of the first full calendar month following one year of service by the participant. 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 Lands’ End, Inc. 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 fully vest 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.

  58. 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 2023, 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, supplemented by survey data, when relevant public data were not available. 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 2022, and at the recommendation of FW Cook, the Peer Group for fiscal year 2023 remained substantially consistent with the prior peer group used by the Company, with the addition of three peer companies, Caleres, Citi Trends and Genesco, which were added due to their size, relevant business overlap and commonality of peers, and the deletion of Francesca’s, which had filed for bankruptcy protection. In making its fiscal year 2023 compensation decisions, the Compensation Committee considered compensation data from the 19 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 was between the 25th percentile and the median and market capitalization was at approximately the 25th percentile.

  59. Peer Group

    Peer Group

  60. Peer Group

    | American Eagle Outfitters, Inc. | Duluth Holdings, Inc. | | The Buckle, Inc. | Express, Inc. | | Caleres, Inc. | G-III Apparel Group, Ltd. | | Carter’s, Inc. | Genesco Inc. | | The Cato Corp. | Oxford Industries, Inc. | | Chico’s FAS, Inc. | 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 | |

  61. Peer Group

    At our 2023 annual meeting of stockholders, approximately 91% 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 2023 in response to the stockholder vote outcome.

  62. Compensation Risk Assessment

    | • | appropriate target pay philosophy, peer group and market positioning to support business objectives; |

  63. Compensation Risk Assessment

    | • | appropriate incentive performance/payout curves, with goals that can be attained without taking inappropriate risks of deviating from normal operations or approved strategies; |

  64. Compensation Risk Assessment

    | • | appropriate and market competitive severance provisions. |

  65. 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 2023, 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, reviewed non-employee director compensation for the Nominating and Corporate Governance Committee, 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 2023, 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 2023 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.

  66. 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 2023, our other executive officers for fiscal year 2023 who were executive officers at the end of the fiscal year and one additional individual who would have been one of the three other most highly compensated executive officers but for the fact she was not serving as an executive officer 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 2021 and 2022 fiscal years is provided only if such person was a named executive officer in either of those years.

  67. 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) | 2023 | $1,070,192 | — | $2,697,031 | — | $834,750 | $26,687 | $4,628,661 | | | 2022 | $258,462 | $600,000 | $1,249,993 | $1,249,995 | — | $20,081 | $3,378,530 | | Bernard McCracken Chief Financial Officer(e) | 2023 | $529,122 | — | $169,748 | — | $309,536 | $9,088 | $1,017,494 | | Peter L. Gray Chief Commercial Officer, Chief Administrative Officer and General Counsel(e) | 2023 | $687,981 | — | $794,650 | — | $402,468 | $20,657 | $1,905,756 | | | 2022 | $607,430 | — | $648,988 | — | $162,450 | $9,367 | $1,428,235 | | | 2021 | $583,846 | — | $626,973 | — | $775,056 | $9,912 | $1,995,787 | | Angela Rieger Executive Vice President, Chief Transformation Officer(e) | 2023 | $460,577 | — | $529,773 | — | $269,187 | $19,611 | $1,279,398 | | Sarah Rasmusen Former Executive Vice President, Chief Innovation Officer(e) | 2023 | $282,628 | — | $545,658 | — | $0 | $247,809 | $1,076,095 | | | 2022 | $459,346 | — | $494,981 | — | $121,125 | $6,395 | $1,081,847 | | | 2021 | $442,308 | — | $467,460 | — | $587,163 | $6,000 | $1,502,931 |

  68. Summary Compensation Table

    | (a) Fiscal year 2022 bonus amount for Mr. McLean represents a lump sum cash bonus make-whole payment of $600,000 in connection with commencement of employment. |

  69. Summary Compensation Table

    | (b) 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 executed officers. The vesting of options awards and for restricted stock units is discussed in the footnotes to the “Grants of Plan-Based Awards” and “Outstanding Equity Awards at 2023 Fiscal Year End” tables below. For the 2023 restricted stock units, fair value for the time-based awards is based on the closing price of our common stock on the grant date, June 14, 2023 ($8.54), and fair value for the performance-based awards is calculated at the target payout level as of the grant date and a grant date fair value of $9.74 per share (the award date closing price as adjusted to reflect the estimated value of the Relative TSR modifier; 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 February 2, 2024). For fiscal years 2021, 2022 and 2023, the stock awards consisted of an equal number of time-based restricted stock units and performance-based restricted stock units, except for Mr. McLean’s fiscal year 2022 stock awards, which were entirely time-based restricted stock units in accordance with the terms of his employment letter. For the 2023 performance-based restricted stock unit awards, the maximum grant date potential values are as follows: Mr. McLean, $2,458,960; Mr. McCracken, $180,891; Mr. Gray, $846,815; Ms. Rieger, $564,550; and Ms. Rasmusen, $581,478. |

  70. Summary Compensation Table

    | (c) Fiscal year 2023 and fiscal year 2021 amounts represent incentive payment earned pursuant to our Annual Incentive Plan. Fiscal year 2022 amounts represent incentive payment earned pursuant to the 2020 Long-Term Incentive Program. No payment was made in fiscal year 2022 pursuant to our Annual Incentive Plan. |

  71. Summary Compensation Table

    | (d) Fiscal year 2023 amounts for (i) Mr. McLean includes $4,361 relocation expenses, $12,629 temporary corporate housing and $6,668 of travel reimbursement all in accordance with the terms of his employment arrangements, and $3,029 for 401(k) match; (ii) Mr. McCracken consists of $9,088 for 401(k) match; (iii) Mr. Gray consists of $20,657 for 401(k) match; (iv) Ms. Rieger includes $17,637 for 401(k) match and $1,666 executive physical examination benefit; and (vi) Ms. Rasmusen includes $196,379 in salary continuation payments made pursuant to the terms of her severance agreement, $20,002 in payment of her unused vacation, $15,606 for 401(k) match, $8,097 in health benefits continuation, and $7,725 of outplacement services. |

  72. Summary Compensation Table

    | (e) Officer titles listed are as of fiscal year end 2023. During fiscal year 2023, Mr. McCracken served as Interim Chief Financial Officer until September 2023, when he was appointed Chief Financial Officer, Ms. Rieger became an executive officer in March 2023, and on September 5, 2023, the employment of Sarah Rasmusen, Executive Vice President, Chief Innovation Officer, ceased in connection with a position elimination by the Company. |

  73. 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 2023 under our incentive plans.

  74. Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards | | | | Estimated Future Payouts under Equity- Incentive Plan Awards(d)(e) | | | | | | Name | Plan or Award | Grant Date for Equity- Based Award | Approval Date for Equity- Based Award | Threshold ($) | Target ($) | Stretch Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(e)(f) | Grant Date Fair Value of Stock and Options Awards ($)(g) | | Andrew J. McLean | (a) | | | $535,096 | $802,644 | 1,070,192 | $2,140,385 | | | | | | | | (b) | 6/14/2023 | 6/7/2023 | | | | | 73,770 | 147,540 | 252,460 | | $1,437,040 | | | (c) | 6/14/2023 | 6/7/2023 | | | | | | | | 147,540 | $1,259,992 | | Bernard McCracken | (a) | | | $198,421 | $297,631 | $396,842 | $793,683 | | | | | | | | (b) | 6/14/2023 | 6/7/2023 | | | | | 4,463 | 9,286 | 18,572 | | $90,446 | | | (c) | 6/14/2023 | 6/7/2023 | | | | | | | | 9,286 | $79,302 | | Peter L. Gray | (a) | | | $257,993 | $386,989 | $515,985 | $1,031,971 | | | | | | | | (b) | 6/14/2023 | 6/7/2023 | | | | | 21,736 | 43,471 | 86,942 | | $423,408 | | | (c) | 6/14/2023 | 6/7/2023 | | | | | | | | 43,471 | $371,242 | | Angela Rieger | (a) | | | $172,716 | $259,074 | $345,433 | $690,865 | | | | | | | | (b) | 6/14/2023 | 6/7/2023 | | | | | 14,491 | 28,981 | 57,962 | | $282,275 | | | (c) | 6/14/2023 | 6/7/2023 | | | | | | | | 28,981 | $247,498 | | Sarah Rasmusen(h) | (a) | | | $179,629 | $269,443 | $359,257 | $718,514 | | | | | | | | (b) | 6/14/2023 | 6/7/2023 | | | | | 14,925 | 29,850 | 59,700 | | $290,739 | | | (c) | 6/14/2023 | 6/7/2023 | | | | | | | | 29,850 | $254,919 |

  75. Grants of Plan-Based Awards

    | (a) Awards under our Annual Incentive Plan, which provided for 50% payout for reaching the threshold, 75% payout for reaching the target, 100% payout for reaching the stretch target and 200% at maximum. Performance yielded a 78% payout 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. |

  76. Grants of Plan-Based Awards

    | (b) Award of performance-based restricted stock units under the 2017 Stock Plan. |

  77. Grants of Plan-Based Awards

    | (c) Awards of time-based restricted stock units under the 2017 Stock Plan. |

  78. Grants of Plan-Based Awards

    | (d) The amounts shown reflect number of restricted stock units which may vest following the conclusion of the three-year performance period of fiscal years 2023, 2024 and 2025, based on the satisfaction of cumulative performance criteria established by the Compensation Committee and the recipient maintaining a continuous business relationship with the Company though the performance period and on the payment date. The threshold achievement represents 50% of target, and maximum achievement represents 200% of target. 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. |

  79. Grants of Plan-Based Awards

    | (e) Issuances pursuant to each performance-based restricted stock unit award and restricted stock unit 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. |

  80. Grants of Plan-Based Awards

    | (f) 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. |

  81. Grants of Plan-Based Awards

    | (g) 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 is the closing price of our common stock on the date of grant ($8.54), and the grant date fair value for the performance-based awards is $9.74 per share (the award date closing price as adjusted to reflect the estimated value of the Relative TSR modifier; 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 February 2, 2024). For performance-based restricted stock unit awards, target level is used to compute value. |

  82. Grants of Plan-Based Awards

    | (h) Ms. Rasmusen’s fiscal year 2023 awards were forfeited upon termination of her employment September 5, 2024. |

  83. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table sets forth information regarding the outstanding equity awards held by the named executive officers as of February 2, 2024, the last trading day of fiscal year 2023.

  84. Outstanding Equity Awards at 2023 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 | 42,020 | 126,061 | $10.81 | 11/1/2032 | 86,725 | $805,675 | 147,540(f) | $1,370,647 | | | | | | | 147,540 | $1,370,647 | | | | Bernard McCracken | — | — | — | — | 1,252 | $11,631 | 2,504(d) | $23,262 | | | | | | | 2,796 | $25,975 | 3,728(e) | $34,633 | | | | | | | 9,286 | $86,267 | 9,286(f) | $86,267 | | Peter L. Gray | 49,017 | — | $22.00 | 5/8/2027 | 5,234 | $48,624 | 10,467(d) | $97,238 | | | | | | | 11,786 | $109,492 | 15,714(e) | $145,983 | | | | | | | 43,471 | $403,846 | 43,471(f) | $403,846 | | Angela Rieger | — | — | — | — | 3,013 | $27,991 | 6,026(d) | $55,982 | | | | | | | 6,810 | $63,265 | 9,079(e) | $84,344 | | | | | | | 28,981 | $269,233 | 28,981(f) | $269,233 | | Sarah Rasmusen* | — | — | — | — | — | — | — | — |

  85. Outstanding Equity Awards at 2023 Fiscal Year End

    | * All unvested equity awards held by Ms. Rasmusen were forfeited when her employment with the Company ceased on September 5, 2023. |

  86. Outstanding Equity Awards at 2023 Fiscal Year End

    | (a) Represent time-based stock options. Mr. McLean’s stock options were granted November 1, 2022, with vesting of 25%, 25%, 50% per year, respectively, on each of the first three anniversaries of the grant date, subject to his continued employment. Mr. Gray’s stock options are fully vested. |

  87. Outstanding Equity Awards at 2023 Fiscal Year End

    | (b) These time-based RSUs will vest as follows, subject in each case to the satisfaction of vesting conditions, including as applicable, continued employment or a continuous business relationship with the Company: |

  88. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Vesting Date and Number of RSUs Vesting | | | | | | | | | | | 3/18/2024 | 3/19/2024 | 6/14/2024 | 11/1/2024 | 3/18/2025 | 6/14/2025 | 11/1/2025 | 6/14/2026 | TOTAL | | McLean | | | | | | | | | | | 11/1/22 Grant: | | | | 28,908 | | | 57,817 | | 86,725 | | 6/14/23 Grant: | | | 36,885 | | | 36,885 | | 73,770 | 147,540 | | McCracken | | | | | | | | | | | 3/19/21 Grant: | | 1,252 | | | | | | | 1,252 | | 3/18/22 Grant: | 932 | | | | 1,864 | | | | 2,796 | | 6/14/23 Grant: | | | 2,321 | | | 2,322 | | 4,643 | 9,286 | | Gray | | | | | | | | | | | 3/19/21 Grant: | | 5,234 | | | | | | | 5,234 | | 3/18/22 Grant: | 3,929 | | | | 7,857 | | | | 11,786 | | 6/14/23 Grant: | | | 10,867 | | | 10,868 | | 21,736 | 43,471 | | Rieger | | | | | | | | | | | 3/19/21 Grant: | | 3,013 | | | | | | | 3,013 | | 3/18/22 Grant: | 2,270 | | | | 4,540 | | | | 6,810 | | 6/14/23 Grant: | | | 7,245 | | | 7,245 | | 14,491 | 28,981 |

  89. Outstanding Equity Awards at 2023 Fiscal Year End

    | (c) Based on a February 2, 2024 closing price of $9.29 per share. |

  90. Outstanding Equity Awards at 2023 Fiscal Year End

    | (d) These performance-based RSUs (shown at target level of performance) were eligible to vest based on achievement of fiscal year 2021 through fiscal year 2023 cumulative performance goals. No shares were earned and the awards expired unvested. See Prior Performance-Based Awards Providing Fiscal Year 2023 Compensation Opportunity - 2021 PRSU Awards. |

  91. Outstanding Equity Awards at 2023 Fiscal Year End

    | (e) These performance-based RSUs (shown at target level of performance) vest based on achievement of fiscal year 2022 through fiscal year 2024 cumulative performance goals. |

  92. Outstanding Equity Awards at 2023 Fiscal Year End

    | (f) These performance-based RSUs (shown at target level of performance) vest based on achievement of fiscal year 2023 through fiscal year 2025 cumulative performance goals. |

  93. Option Exercises and Stock Vested

    Option Exercises and Stock Vested None of our named executive officers exercised any stock options during fiscal year 2023. The following table provides information for each of our named executive officers regarding vesting of RSU awards during fiscal year 2023.

  94. Option Exercises and Stock Vested

    | Name | Number of Shares Acquired on Vesting (#)(a) | Value Realized on Vesting ($)(b) | | Andrew McLean | 28,908 | $176,628 | | Bernard McCracken | 5,609 | $48,630 | | Peter L. Gray | 21,934 | $190,168 | | Angela Rieger | 13,522 | $117,236 | | Sarah Rasmusen | 16,421 | $142,370 |

  95. 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 units awarded in 2020, 2021 and 2022. |

  96. Option Exercises and Stock Vested

    | (b) Represents the fair market value of the shares of stock based on closing price on the vesting date. |

  97. 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. Ms. Rasmusen’s employment ceased September 5, 2023; see “— Employment Arrangements —Sarah Rasmusen” above for details concerning the compensation and benefits that Ms. Rasmusen received in connection with her departure from the Company. 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 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, 12 months of base salary at the rate in effect as of the date of termination, other than for Mr. McLean, who 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, and Mr. Gray who is entitled to a payment equal to his base salary plus his Average Bonus payable over 12 months. 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 (as defined in the Executive Severance Agreement), paid in installments over 30 months, and Mr. Gray is entitled to receive an amount equal to two times the sum of his base salary plus Average Bonus over a period of 24 months. Mr. McLean and Mr. Gray are each entitled to continued health insurance coverage for up to the same period of time as severance is paid. If termination of employment occurs during the last six months of the applicable fiscal year, Mr. McLean and Mr. Gray are also entitled to a pro-rata bonus for that fiscal year, based on actual performance. The executives 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, 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 the Consolidated Omnibus Budget Reconciliation Act (COBRA). The executives 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 An eligible named executive officer 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),non-solicitation (18 months) and non-compete (generally 12 months, where permissible under applicable state law, and subject to waiver by the Company; 24 months in the case of Mr. McLean) covenants, as well as a release of liability for certain claims against the Company. 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.

  98. Potential Payments upon Termination of Employment

    Potential Payments upon Termination of Employment The table below summarizes the potential payouts to the named executive officers (other than Ms. Rasmusen, whose employment ceased September 5, 2023) in the event of certain termination events. The amounts shown in the following table assume that the termination of employment occurred on February 2, 2024. The actual amounts that would be paid to the named executive officers can only be determined at the time of such executive’s separation.

  99. 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 | $4,200,000 | $1,050,000 | $42,064 | $80,769 | $7,725 | $268,555 | $5,649,113 | | Termination without Cause | $4,200,000 | $1,050,000 | $42,064 | $80,769 | $7,725 | $268,555 | $5,649,113 | | Termination with Cause | — | — | — | — | — | — | — | | Voluntary Termination | — | — | — | — | — | — | — | | Termination due to Disability | — | $1,050,000 | — | — | — | $402,838 | $1,452,838 | | Retirement | — | — | — | — | — | — | — | | Termination due to Death | — | $1,050,000 | — | — | — | $402,838 | $1,452,838 | | Termination after Change in Control | $5,250,000 | $1,050,000 | $52,579 | $80,769 | $7,725 | $3,546,968 | $9,988,042 | | Bernard McCracken | | | | | | | | | Termination for Good Reason | $525,000 | | $15,204 | $40,358 | $7,725 | — | $588,314 | | Termination without Cause | $525,000 | | $15,204 | $40,358 | $7,725 | — | $588,314 | | Termination with Cause | — | — | — | — | — | — | — | | Voluntary Termination | — | — | — | — | — | — | — | | Termination due to Disability | — | $393,750 | — | — | — | $67,956 | $461,706 | | Retirement | — | — | — | — | — | — | — | | Termination due to Death | — | $393,750 | — | — | — | $67,956 | $461,706 | | Termination after Change in Control | $525,000 | — | $15,204 | $40,358 | $7,725 | $268,035 | $856,349 | | Peter L. Gray | | | | | | | | | Termination for Good Reason | $876,234 | $506,250 | $21,032 | $51,923 | $7,725 | — | $1,463,164 | | Termination without Cause | $876,234 | $506,250 | $21,032 | $51,923 | $7,725 | — | $1,463,164 | | Termination with Cause | — | — | — | — | — | — | — | | Voluntary Termination | — | — | — | — | — | — | — | | Termination due to Disability | — | $506,250 | — | — | — | $258,361 | $791,611 |

  100. Potential Payments upon Termination of Employment

    | | Severance Pay(a) | Bonus Payment(b) | Continuation Medical/ Welfare Benefits(c) | Vacation(d) | Outplacement | Accelerated Vesting(e) | Total | | Retirement | — | — | — | — | — | — | — | | Termination due to Death | — | $506,250 | — | — | — | $258,361 | $791,611 | | Termination after Change in Control | $1,752,468 | $506,250 | $42,064 | $51,923 | $7,725 | $1,209,028 | $3,569,458 | | Angela Rieger | | | | | | | | | Termination for Good Reason | $500,000 | | $19,852 | $48,077 | $7,725 | — | $575,654 | | Termination without Cause | $500,000 | | $19,852 | $48,077 | $7,725 | — | $575,654 | | Termination with Cause | — | — | — | — | — | — | — | | Voluntary Termination | — | — | — | — | — | — | — | | Termination due to Disability | — | $375,000 | — | — | — | $164,582 | $539,582 | | Retirement | — | — | — | — | — | — | — | | Termination due to Death | — | $375,000 | — | — | — | $164,582 | $539,582 | | Termination after Change in Control | $500,000 | | $19,852 | $48,077 | $7,725 | $770,048 | $1,345,702 |

  101. Potential Payments upon Termination of Employment

    | (a) These amounts represent salary continuation and bonus payments (as applicable), without reduction by the amount of fees, salary, wages or any other form of compensation that the officer may earn from a subsequent employer or through self-employment during the salary continuation period, where applicable. |

  102. Potential Payments upon Termination of Employment

    | (b) Represents pro rata bonus, assuming full payment and termination at conclusion of performance period. |

  103. Potential Payments upon Termination of Employment

    | (c) Where applicable, these amounts represent the continuation of the health and welfare benefits in which each named executive officer was enrolled on February 2, 2024, assuming that the officer continues to participate in these plans for the duration of the severance period. |

  104. Potential Payments upon Termination of Employment

    | (d) Assumes executive has not used any vacation time during year and represents maximum payout. |

  105. Potential Payments upon Termination of Employment

    | (e) The amounts shown are based on the value of $9.29 per share, the closing price of our Common Stock on February 2, 2024. The amounts shown represent the acceleration of equity awards outstanding on February 2, 2024 in accordance with applicable agreements or compensation plans. 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 February 2, 2024, 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. |

  106. Potential Payments upon Termination of Employment

    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 2023. For fiscal year 2023:

  107. Potential Payments upon Termination of Employment

    | • | the median of the annual total compensation of our employees (as defined above) was $30,293; |

  108. Potential Payments upon Termination of Employment

    | ○ | 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 |

  109. Potential Payments upon Termination of Employment

    | • | the total annual compensation of the Chief Executive Officer for purposes of determining the Chief Executive Officer pay ratio was $4,628,661; |

  110. Potential Payments upon Termination of Employment

    | ○ | 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. |

  111. Potential Payments upon Termination of Employment

    Based on this information, for fiscal year 2023, 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 153 to 1. 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:

  112. Potential Payments upon Termination of Employment

    | • | We determined that, as of January 27, 2024, our employee population for purposes of determining our median employee consisted of 4,291 individuals globally: |

  113. Potential Payments upon Termination of Employment

    | ○ | 4,041 employees in the United States, and |

  114. Potential Payments upon Termination of Employment

    | ○ | 250 employees in the United Kingdom. |

  115. Potential Payments upon Termination of Employment

    | • | In determining our employee population as of such date, we excluded less than 5% of our total global workforce (217 employees, comprised of 18 employees in Hong Kong, 9 employees in France and 190 employees in Germany) from the identification of the “median employee,” as permitted by the de minimis exemption under SEC rules. |

  116. Potential Payments upon Termination of Employment

    | • | 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 2023. |

  117. Potential Payments upon Termination of Employment

    | • | We selected January 27, 2024, as the date upon which we would identify the “median employee”. We picked January 27, 2024, as the date to 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. |

  118. Potential Payments upon Termination of Employment

    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 2023. Excluded from the employee population for purposes of determining the median employee include the Chief Executive Officer and employees on a leave of absence on January 27, 2024. Pay Versus Performance The following table shows the total compensation for our named executive officers for the past four 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.

  119. Pay Versus Performance Table

    Pay Versus Performance Table

  120. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | 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) | Total Shareholder Return(4) (f) | Peer Group Total Shareholder Return(4) (g) | Net Income (In Thousands) (h) | Adjusted EBITDA(5) (In Thousands) (i) | | 2023 | $4,628,661 | $4,516,435 | $1,319,686 | $1,150,570 | $79.74 | $202.72 | ($130,684) | $84,301 | | 2022 | $4,278,798 | $128,735 | $1,765,652 | $769,839 | $77.34 | $141.18 | ($12,530) | $70,497 | | 2021 | $5,443,598 | $3,489,364 | $1,954,809 | $1,443,938 | $155.62 | $149.06 | $33,369 | $120,882 | | 2020 | $3,166,539 | $10,118,578 | $1,239,640 | $2,604,468 | $237.00 | $115.10 | $10,836 | $86,956 |

  121. Pay Versus Performance Table

    | (1) Mr. McLean served as Principal Executive Officer (PEO) the entirety of fiscal year 2023. Mr. Griffith served as Principal Executive Officer (PEO) the entirety of fiscal year 2020, 2021 and 2022, and our other named executive officers for the applicable fiscal years were as follows: 2020: James Gooch, Peter L. Gray, Chieh Tsai and Kelly Ritchie; 2021: James Gooch, Peter L. Gray, Sarah Rasmusen and Chieh Tsai; 2022: James Gooch, Andrew J. McLean, Peter L. Gray, Sarah Rasmusen and Chieh Tsai; and 2023: Bernard McCracken, Peter L. Gray, Angela Rieger and Sarah Rasmusen. |

  122. Pay Versus Performance Table

    | (2) 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. |

  123. Pay Versus Performance Table

    | (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: |

  124. Pay Versus Performance Table

    | | FY2023 | | | | PEO Compensation | Non-PEO Named Executive Officer Compensation (Averages) | | Total Compensation as reported in the Summary Compensation Table | $4,628,661 | $1,319,686 | | (Deduct): Fair value of equity compensation granted during the covered fiscal year as reported in the Summary Compensation Table | ($2,697,031) | ($509,957) | | 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 | $2,690,244 | $372,603 | | 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 | $60,065 | $2,162 |

  125. Pay Versus Performance Table

    | | FY2023 | | | | PEO Compensation | Non-PEO Named Executive Officer Compensation (Averages) | | 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 | ($165,504) | ($4,886) | | 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 | ($29,037) | | Compensation Actually Paid to PEO / non-PEO Named Executive Officers | $4,516,435 | $1,150,570 |

  126. 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. |

  127. Pay Versus Performance Table

    | (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 2020, 2021, 2022 and 2023. |

  128. 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.