DEF 14A of Bath & Body Works, Inc.
Filed Apr 28, 2026 · FY20250001140361-26-017465
Our Director Nominees (See Page 6)
Our Director Nominees (See Page 6) The following table provides summary information about the ten director nominees the Board of Directors (the “Board”) has nominated for election at our 2026 annual meeting of shareholders. Additional information about each nominee’s background and experience can be found beginning on page 8 of this proxy statement.
Our Director Nominees (See Page 6)
| | | | | COMMITTEE MEMBERSHIP | | | | NAME AND PRINCIPAL OCCUPATION | AGE | TENURE | INDEPENDENT | AUDIT | HUMAN CAPITAL & COMPENSATION | NOMINATING & GOVERNANCE | | Alessandro Bogliolo Former CEO, Tiffany & Co. | 61 | 4.1 | | | | C | | Lucy Brady Former President, Snacks & Grocery, Conagra Brands, Inc. | 56 | 3.2 | | | | | | Daniel Heaf CEO, Bath & Body Works, Inc. | 48 | 0.9 | | | | | | Francis Hondal Former President of Loyalty & Engagement, Mastercard, Inc. | 61 | 5.1 | | | C | | | Danielle Lee Former President, Warner Music Artist & Fan Experiences, Warner Music Group Corp. | 50 | 5.1 | | | | | | Sarah Nash Chair of the Company’s Board; CEO & Owner of Novagard Solutions | 72 | 6.9 | | | | | | Juan Rajlin Vice President & Treasurer, Alphabet Inc. | 51 | 4.1 | | | | | | Stephen Steinour Chairman, President & CEO, Huntington Bancshares Incorporated | 67 | 12.2 | | | | | | J.K. Symancyk CEO, Signet Jewelers Limited | 54 | 4.9 | | | | | | Steven Voskuil Senior Vice President & CFO, The Hershey Company | 57 | 3.1 | | C | | |
C = committee chair
C = committee chair
Director Nominee Highlights
Director Nominee Highlights
Director Nominee Highlights
| 90% of the Nominees | 5.0 Years | 58 | | Joined the Board in 2019 or Later | Average Tenure | Average Age |
Relevant Qualifications, Skills and Experience
Relevant Qualifications, Skills and Experience We believe that our director nominees, as a whole, possess the optimal mix of qualifications, skills and experience that, taken together, provide us with the variety and depth of knowledge, judgment and vision necessary to provide effective oversight of the Company, including:
Governance Highlights (See Page 16)
Governance Highlights (See Page 16) The “Corporate Governance” section beginning on page 15 of this proxy statement describes our strong governance framework, which includes:
Governance Highlights (See Page 16)
| | Independent Board Chair | | | Nine of ten director nominees are independent | | | Board actively involved in overseeing the Company’s long-term business strategy, strategic priorities and material risks | | | Shareholders have the right to call special meetings (25%) | | | Regular management succession planning | | | Proxy access rights | | | No shareholders rights plan in effect |
Governance Highlights (See Page 16)
| | Separate CEO and Board Chair roles | | | Independent directors meet without management present | | | Each of our standing Board committees is composed of 100% independent directors | | | All directors are elected annually by majority vote | | | No supermajority voting requirements | | | Robust executive officer and director stock ownership guidelines | | | Annual Board and committee self-evaluations and bi-annual individual meetings between the Board Chair and each committee chair |
Our Executive Compensation Program Aligns Pay-for-Performance (See Page 29)
Our Executive Compensation Program Aligns Pay-for-Performance (See Page 29) Our executive compensation program is designed to emphasize pay-for-performance and to provide a meaningful and direct link between the interests of our named executive officers (“NEOs”) and those of our shareholders. We employ a pay mix philosophy that focuses on performance-based compensation, and we utilize rigorous performance metrics that align with our strategic direction, provide balance between top-line growth and profitability and are designed to drive total shareholder return. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 We caution that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this proxy statement or made by our Company or our management involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “potential,” “target,” “goal” and any similar expressions may identify forward-looking statements. The forward-looking statements contained in this proxy statement are subject to certain risks, uncertainties and other factors that could affect our financial performance and actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements included in this proxy statement or otherwise made by our Company or our management. We are not under any obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this proxy statement to reflect circumstances existing after the filing date of this proxy statement or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Additional information regarding these and other factors can be found in “Item 1A. Risk Factors” in the Company’s 2025 Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (the “2025 10-K”), as filed with the Securities and Exchange Commission (the “Commission”), and our subsequent filings. Election of Directors (Item 1 on the Proxy Card) Our Board is elected annually by our shareholders and currently has ten members. Each director is, and throughout his or her service during fiscal 2025 was, independent in accordance with applicable New York Stock Exchange (“NYSE”) standards other than Daniel Heaf, our Chief Executive Officer.
Our Executive Compensation Program Aligns Pay-for-Performance (See Page 29)
| In this Section | | | 6 | The Board’s 2026 Director Nominees | | 7 | Qualifications and Skills | | 7 | A Broadly Representative Board | | 8 | Board Nominees | | 13 | Director Independence | | 13 | Board Refreshment and Selection of Director Nominees |
The Board’s 2026 Director Nominees
The Board’s 2026 Director Nominees The Nominating & Governance Committee is responsible for considering candidates for the Board and recommending director nominees for the Board. After evaluating the performance, qualifications, skills and experience of each of the current Board members and the composition of our full Board, based upon the recommendations of the Nominating & Governance Committee, the Board has recommended the election of ten directors.
The Board’s 2026 Director Nominees
| | THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW. |
The Board’s 2026 Director Nominees
| | Sarah Nash CEO and Owner, Novagard Solutions, and Board Chair, Bath & Body Works, Inc. | | Alessandro Bogliolo Former CEO, Tiffany & Co. | | | Lucy Brady Former President, Snacks & Grocery, Conagra Brands, Inc. | | Daniel Heaf CEO, Bath & Body Works, Inc. | | | Francis Hondal Former President, Loyalty & Engagement, Mastercard Inc. | | Danielle Lee Former President, Warner Music Artist & Fan Experiences, Warner Music Group Corp. | | | Juan Rajlin VP & Treasurer, Alphabet Inc. | | Stephen Steinour Chairman, President & CEO, Huntington Bancshares Incorporated | | | J.K. Symancyk CEO and Director, Signet Jewelers Limited | | Steven Voskuil SVP & CFO, The Hershey Company |
The Board’s 2026 Director Nominees
We believe that our director nominees, as a whole, possess the right mix of qualifications, skills and experience that, taken together, provide us with the variety and depth of knowledge, judgment and vision necessary to provide effective oversight of the Company. The tables below summarize the skills, qualifications and attributes of our director nominees.
Qualifications and Skills
Qualifications and Skills
Qualifications and Skills
| Qualifications / Skills | Bogliolo | Brady | Heaf | Hondal | Lee | Nash | Rajlin | Steinour | Symancyk | Voskuil | | Technology Knowledge of or experience with technology, including digital solutions, information technology systems and architecture, artificial intelligence, and/or cybersecurity or data security | | | | | | | | | | | | Executive Business Experience Experience serving in an executive capacity in a public company | | | | | | | | | | | | Financial Expertise Knowledge of or experience in capital markets, capital allocation, corporate finance and/or accounting | | | | | | | | | | | | Governance Experience serving on a public company board or developing corporate governance policies or investor relations programs for public companies | | | | | | | | | | | | Marketing, Digital & Consumer Insights Experience in marketing, branding, digital and e-commerce, data analytics, customer loyalty and/or consumer insights | | | | | | | | | | | | Operations / Supply Chain Experience with multi-site operational management, including logistics, distribution and/or fulfillment | | | | | | | | | | | | Public Company CEO / Senior Leadership Experience Experience serving as a chief executive officer or in a similar leadership position of a public company | | | | | | | | | | | | Omnichannel Retail Retail or consumer products experience or experience connecting digital and physical commerce, including services and capabilities, organizational structure and related solutions | | | | | | | | | | | | Global / International International experience or experience managing international operations or organizations | | | | | | | | | | | | Sustainability Expertise in sustainability | | | | | | | | | | |
A Broadly Representative Board
A Broadly Representative Board Each of the ten individuals nominated for election to the Board would hold office until our 2027 annual meeting of shareholders or until his or her successor is elected and qualified. If any nominee is unable to serve, your proxy may vote for another nominee proposed by the Board; alternatively, the Board may elect to reduce the size of the Board. We are unaware of any nominee of the Board who would be unable to serve as a director if elected. Following is additional information about the experience and qualifications of each of the nominees for director that led the Board to conclude that the director nominee would provide valuable insight and guidance as a member of the Board.
Board Nominees
Board Nominees
Board Nominees
| | Alessandro Bogliolo INDEPENDENT DIRECTOR Age: 61 Director since: 2022 Committees: Human Capital & Compensation Nominating & Governance | | Career Highlights • Chief Executive Officer and director of Tiffany & Co. (“Tiffany”), a luxury jewelry and specialty retailer (October 2017 through the acquisition of Tiffany, then a publicly traded company, by LVMH Moët Hennessy Louis Vuitton SE in January 2021) • Chief Executive Officer and director of Diesel SpA, an international fashion brand that is part of the OTB Group (2013 to 2017) • Senior roles in Asia, Europe and the US, including as Chief Operating Officer, North America, for Sephora USA and Executive Vice President and Chief Operating Officer of Bulgari (2011 to 2013) • Born in Italy, Mr. Bogliolo also serves as the chairman of the board of Audemars Piguet, a Swiss manufacturer of luxury mechanical watches | | | Other Current Public Company Boards Hyatt Hotels Corporation, an international hotel chain, since December 2023 | | | Education Mr. Bogliolo graduated from Bocconi University with a degree in Business Administration. He also attended Ecole des Hautes Etudes Commerciales’s International Management Program. | |
Board Nominees
| Key Qualifications Mr. Bogliolo’s nomination is supported by his extensive executive, strategic and operational leadership experience, including as chief executive officer of a publicly traded retail brand, his deep knowledge of the retail industry and consumers, his international experience and perspective and his service on other public company boards of directors. |
Board Nominees
| | Lucy O. Brady INDEPENDENT DIRECTOR Age: 56 Director since: 2023 Committees: Human Capital & Compensation Nominating & Governance | | Career Highlights • President, Snacks and Grocery at Conagra Brands, Inc. (“Conagra”), a publicly traded leading branded food company (June 2022 to February 2025) • Senior Vice President and Chief Digital Customer Engagement Officer (January 2020 to April 2022) and Senior Vice President of Corporate Strategy, Business Development and Innovation (September 2016 to January 2020) at McDonald’s Corporation (“McDonald’s”), the owner and operator of McDonald’s restaurants located in more than 100 countries • Prior to joining McDonald’s, Ms. Brady served as Managing Director and Senior Partner at The Boston Consulting Group | | | Education Ms. Brady received a B.A. in Economics from the Wharton School at the University of Pennsylvania and has an M.B.A. from the Stanford University Graduate School of Business. | |
Board Nominees
| Key Qualifications | | Ms. Brady’s nomination is supported by her omnichannel retail and consumer products experience, her executive leadership and corporate strategy experience and her expertise in global digital strategy and customer loyalty and engagement. As President, Snacks and Grocery, Ms. Brady led the ongoing modernization and growth of Conagra’s $5 billion grocery and snacks portfolio. In addition, Ms. Brady oversaw some of McDonald’s most significant growth drivers, including delivery, loyalty, digital ordering and pickup and personalized communications. |
Board Nominees
| | Daniel J. Heaf CHIEF EXECUTIVE OFFICER Age: 48 Director since: 2025 | | Career Highlights • Chief Strategy and Transformation Officer at Nike Inc. (“Nike”), a publicly traded retail company (August 2023 – March 2025), built Nike’s Transformation Office and developed Nike’s corporate, functional, consumer, and geography strategies • Vice President and Head of Nike Direct (April 2020 – August 2023), oversaw 45,000 employees in 9,000 stores across 41 companies, managing the global direct-to-consumer (DTC) business • Prior to joining Nike, Mr. Heaf served as Senior Vice President of Digital, Digital Marketing, and Customer Service & Data at Burberry | | | Education Mr. Heaf received a B.A. from the University of Nottingham’s School of Geography. | |
Board Nominees
| Key Qualifications | | Mr. Heaf’s nomination is supported by his extensive experience executing transformation growth strategies across consumer goods, media, retail and technology sectors. He was Chief Strategy and Transformation Officer at Nike Inc., where he built Nike’s Transformation Office and developed its corporate, functional, consumer and geography strategies. Prior to that, he led Nike’s direct-to-consumer (DTC) business, growing it from $10.4 billion in 2018 to $22.3 billion in 2023, and expanding Nike’s portfolio of digital applications. |
Board Nominees
| | Francis A. Hondal INDEPENDENT DIRECTOR Age: 61 Director since: 2021 Committees: Audit Human Capital & Compensation | | Career Highlights • President, Loyalty & Engagement (September 2018 to March 2022); Executive Vice President, Global Credit/Loyalty Products and Services (September 2015 to September 2018); and Executive Vice President of Products, Marketing and Advisors at Mastercard within the Latin American region (August 2011 to September 2015) at Mastercard Inc. (“Mastercard”), a global technology company in the payments industry • Prior to joining Mastercard, Ms. Hondal spent 17 years at American Express Company in global and regional general management, marketing and finance roles within its consumer services division • Member of the board of directors of the Florida International University Foundation | | | Other Current Public Company Boards Equitable Holdings, Inc., a financial services holding company composed of two principal franchises, Equitable and AllianceBernstein since 2020 | | | Education Ms. Hondal has a B.A. in Finance and International Business and an M.B.A. from Florida International University. | |
Board Nominees
| Key Qualifications | | Ms. Hondal’s nomination is supported by her extensive international general management experience, finance, data-driven marketing, and deep expertise in customer acquisition and engagement. She previously served as President of Loyalty and Engagement at Mastercard and was a member of the Mastercard management committee. She held senior leadership roles at American Express, overseeing regional and global businesses with P&L responsibility. She is a former member of the Board of Trustees of Florida International University (FIU) and currently serves on the FIU Foundation board of directors. |
Board Nominees
| | Danielle M. Lee INDEPENDENT DIRECTOR Age: 50 Director since: 2021 Committees: Human Capital & Compensation Nominating & Governance | | Career Highlights • President, Warner Music Artist and Fan Experiences (June 2021 to June 2023) at Warner Music Group Corp. (“Warner Music”), a publicly traded music entertainment company • Chief Fan Officer (March 2020 through May 2021) with the National Basketball Association (the “NBA”), a professional basketball league • Global Vice President, Partner Solutions (March 2016 to March 2020) at Spotify Technology S.A. (“Spotify”) • Prior to Spotify, Ms. Lee served as Global Vice President, Commercial Marketing at Vevo LLC and spent seven years at AT&T Inc. and served as Vice President of Product Marketing and Innovation for AT&T AdWorks after beginning her career at Showtime Networks Inc. • Member of the board of directors of Applause App Quality, Inc., a digital testing company owned by Vista Equity Partners | | | Education Ms. Lee holds a B.A. from Columbia University and an M.B.A. from Columbia Business School. | |
Board Nominees
| Key Qualifications | | Ms. Lee’s nomination is supported by her extensive experience and involvement in brand-building, product innovation and strategic marketing across technology, media and entertainment. At Warner Music, Ms. Lee led an in-house creative agency for the Warner Recorded Music roster as well as for third-party musical artists. At the NBA, she oversaw brand, creative and multiplatform fan marketing globally and was charged with elevating brand perceptions, cultural connection and fan engagement. At Spotify, she was responsible for developing go-to-market strategy and growing global revenue across music, podcasts and high-impact digital experiences. |
Board Nominees
| | Sarah E. Nash INDEPENDENT BOARD CHAIR Age: 72 Director since: 2019 Board Chair | | Career Highlights • Independent Chair of the Company’s Board (January 2023 to present and May 2020 to February 2022) • Interim Chief Executive Officer of the Company (May 2022 through November 2022) and Executive Chair of the Board (February 2022 to January 2023), following the resignation of the Company’s Chief Executive Officer in May 2022 • Chief Executive Officer and owner (2018 to present) of Novagard Solutions, an innovator and manufacturer of silicone sealants and coatings and hybrid and foam solutions for the building systems, electronics, EV and battery, and industrial and transportation markets • Ms. Nash spent nearly 30 years in investment banking at JPMorgan Chase & Co. (and predecessor companies), a financial services firm, retiring as vice chairman of global investment banking in July 2005 • Ms. Nash has also served on the board of directors of Irving Oil Company and as a member of the National Board of the Smithsonian Institution • She currently serves on the board of directors of HBD Industries, Inc. and as a trustee of the New York-Presbyterian Hospital, a member of the Smithsonian Tropical Research Institute, Panama, the chair of the International Advisory Board of the Montreal Museum of Fine Arts and a trustee for the Cleveland Museum of Art | | | Other Former Public Company Boards Blackbaud, Inc. (2010-2025) Knoll, Inc. (2006 through its acquisition by Herman Miller, Inc. in 2021) | | | Education Ms. Nash holds a B.A. in political science from Vassar College. | |
Board Nominees
| Key Qualifications | | Ms. Nash’s nomination is supported by her extensive experience in capital markets, strategic transactions, operations and corporate governance as well as her management expertise. |
Board Nominees
| | Juan Rajlin INDEPENDENT DIRECTOR Age: 51 Director since: 2022 Committees: Audit Nominating & Governance | | Career Highlights • Vice President and Treasurer (October 2018 to present) of Alphabet Inc. (“Alphabet”), a publicly traded multinational technology company, and its subsidiary Google LLC • Chief Financial Officer, Products and Services (October 2017 to September 2018) and Corporate Treasurer and Chief Risk Officer (February 2013 to October 2017) of Mastercard • Before joining Mastercard, Mr. Rajlin held various roles with increasing levels of responsibility at General Motors Company | | | Education Born in Argentina, Mr. Rajlin holds a B.S. in economics from Universidad Torcuato Di Tella in Argentina and an M.B.A. from Columbia University. | |
Board Nominees
| Key Qualifications | | Mr. Rajlin’s nomination is supported by his extensive finance and risk management experience, his experience with financial and capital allocation matters, consumer-driven technologies and sustainability matters and his deep international experience and perspective. In Mr. Rajlin’s role with Alphabet, he oversees over $100 billion of investments, corporate finance policy and financial risk management. He is also a key executive overseeing Google’s sustainability strategy. |
Board Nominees
| | Stephen D. Steinour INDEPENDENT DIRECTOR Age: 67 Director since: 2014 Committees: Audit Human Capital & Compensation | | Career Highlights • Chairman, President and Chief Executive Officer since 2009 of Huntington Bancshares Incorporated (“Huntington”), a publicly traded bank holding company • Interim Lead Independent Director on the Company’s Board (March 2022 to January 2023) • Managing Partner (2008 to 2009) with CrossHarbor Capital Partners, LLC, a recognized leading manager of alternative investments • Mr. Steinour was with Citizens Financial Group from 1992 to 2008, where he served in various executive roles, including Vice Chairman from 1997 to 2007 and President and Chief Executive Officer from 2007 to 2008 • Mr. Steinour also serves as a supervisory board member of The Clearing House, a real-time payments platform and he previously served as a trustee of Liberty Property Trust, a real estate investment trust, from 2010 to 2014 and as a director of the Federal Reserve Bank of Cleveland, from 2017 to 2019 | | | Other Current and Former Public Company Boards Huntington, since 2009 Exelon Corporation, a utility services holding company, from 2007 to 2020 | | | Education Mr. Steinour holds a bachelors in economics from Gettysburg College and completed the Stanford University Graduate School of Business Executive Program in Leadership. | |
Board Nominees
| Key Qualifications | | Mr. Steinour’s nomination is supported by his extensive executive experience, financial expertise and service on several public company boards of directors. |
Board Nominees
| | J.K. Symancyk INDEPENDENT DIRECTOR Age: 54 Director since: 2021 Committees: Audit Nominating & Governance | | Career Highlights • Chief Executive Officer and director of Signet Jewelers Limited, a specialty jewelry retailer, since November 2024 • President and Chief Executive Officer and a director (June 2018 to September 2024) of PetSmart LLC, a large specialty pet retailer • Chief Executive Officer (September 2015 to June 2018) of Academy Sports and Outdoors, Inc., a sporting goods and outdoor recreation retailer (“Academy Sports”) • Mr. Symancyk has nearly 30 years of industry experience managing complex retail organizations, including in roles of increasing responsibility with each of Academy Sports, Meijer and Walmart Stores | | | Former Public Company Boards Chewy, Inc., an online retailer for pet products, supplies and prescriptions, from June 2018 through July 2021 GameStop Corp., a gaming and entertainment products retailer, from March 2020 to June 2021 | | | Education Mr. Symancyk holds a B.A. from the University of Arkansas. | |
Board Nominees
| Key Qualifications | | Mr. Symancyk’s nomination is supported by his executive experience, including as a leading retail chief executive officer, his financial and operational experience, and his deep understanding of the retail industry. |
Board Nominees
| | Steven E. Voskuil INDEPENDENT DIRECTOR Age: 57 Director since: 2023 Committees: Audit Human Capital & Compensation | | Career Highlights • Senior Vice President and Chief Financial Officer (2019 to present) of The Hershey Company (“Hershey”), a global confectionary leader • Senior Vice President and Chief Financial Officer (2014 to 2019) of Avanos Medical, Inc. (previously Halyard Health, Inc.) (“Avanos”), a publicly traded global medical device company serving healthcare needs in more than 90 countries, after he led Avanos’ successful spin-off from Kimberly-Clark Corporation (“Kimberly-Clark”) in 2014 • Prior to Avanos, he worked for 23 years at Kimberly-Clark, including serving as Chief Financial Officer of Kimberly-Clark International and Vice President and Treasurer of Kimberly-Clark • Since 2023, Mr. Voskuil has served on the Economic and Community Advisory Council for the Federal Reserve Bank of Philadelphia, and currently as Vice Chairman | | | Education Mr. Voskuil received a B.B.A. in Finance from the University of Wisconsin, and has a Master’s degree in Management from the Stanford Graduate School of Business. | |
Board Nominees
| Key Qualifications | | Mr. Voskuil’s nomination is supported by his extensive financial (including capital allocation) and executive experience, including as chief financial officer of a Fortune 500 company, his international business experience and his consumer products experience. At Hershey, Mr. Voskuil is responsible for leading Hershey’s global finance organization, including financial planning and analysis, accounting and reporting, tax, treasury, internal audit and investor relations. |
Board Nominees
| | We recommend that you vote “FOR” the election of each nominee to our Board of Directors. |
Director Independence
Director Independence The Board has determined that each of the individuals nominated to serve on the Board (except for Mr. Heaf, our Chief Executive Officer, and Ms. Boswell, who resigned from the Board effective May 16, 2025) has no material relationship with the Company other than in his or her capacity as a director of the Company and that each is “independent” in accordance with applicable NYSE standards. If all director nominees are elected to serve as our directors at our 2026 annual meeting, independent directors will continue to constitute 90% of our Board.
Director Independence
| 90% of our Board are Independent 9 of 10 directors |
Director Independence
In making these determinations, the Board took into account all factors and circumstances that it considered relevant, including, where applicable, the existence of any employment relationship between the director or a member of the director’s immediate family and the Company; whether within the past three years the director or a member of the director’s immediate family has served as an executive officer of the Company; whether the director or a member of the director’s immediate family has received, during any 12-month period within the last three years, direct compensation from the Company in excess of $120,000 (other than compensation in respect of such person’s service on the Board); whether the director or a member of the director’s immediate family has been, within the last three years, a partner or an employee of the Company’s internal or external auditors; and whether the director or a member of the director’s immediate family is employed by an entity that is engaged in business dealings with the Company that exceed the greater of $1 million or 2% of such entity’s consolidated gross revenues. The Board has not adopted categorical standards with respect to director independence. The Board believes that it is more appropriate to make independence determinations on a case-by-case basis in light of all relevant factors.
Board Refreshment and Selection of Director Nominees
Board Refreshment and Selection of Director Nominees The Company believes that an effective Board consists of individuals who possess a variety of complementary skills, a range of tenures, a diversity of perspectives and expertise in key areas supporting our business and evolving strategy. Accordingly, the Nominating & Governance Committee and the Board consider the performance, contributions, skills and experience of our Board members in the broader context of the Board’s overall composition, with a view toward constituting a Board that has the integrity, judgment, skill set, experience and other characteristics to oversee the broad set of challenges that the Company faces and evaluate management on executing the Company’s strategy. Refreshment of the Board promotes the long-term interests of our shareholders and strengthens Board and management accountability.
Board Refreshment and Selection of Director Nominees
| The Board has in place a robust refreshment process. If all nominees are elected to serve as directors at the 2026 annual meeting, | | | 90% of the Company’s directors will have joined the Board in 2019 or later | 5.0 Years will be the average director tenure on our Board |
Board Refreshment and Selection of Director Nominees
In assessing new individuals to serve as directors and committee members, the Nominating & Governance Committee takes into account the qualifications of existing directors for continuing service or re-nomination, which may be affected by, among other things, the quality of their contributions, their attendance records, changes in their primary employment or other business affiliations, the number of boards of publicly traded companies on which they serve or other competing demands on their time and attention. While the Board has not established any specific minimum qualifications for director nominees, as indicated in the Company’s corporate governance principles, the directors and any potential nominees should possess the integrity, judgment, skills, experience and other characteristics that are deemed necessary or desirable for the effective performance of the Board’s oversight function. Certain of the skills, qualifications and particular areas of expertise considered with respect to the members of the Board are summarized under the heading “Election of Directors—The Board’s 2026 Director Nominees” and in the director biographies found on pages 8 through 12 of this proxy statement. The Company’s corporate governance principles provide that the Board will be composed of members of diverse backgrounds. The Nominating & Governance Committee considers the diversity of experience, background and expertise of the current directors and areas where new directors might add additional perspectives as factors in the selection of Board nominees. The Nominating & Governance Committee does not have a formal policy regarding the consideration of director candidates recommended by shareholders. The Board believes that it is more appropriate to provide the Nominating & Governance Committee flexibility in evaluating shareholder recommendations. If a director nominee is recommended by a shareholder, the Nominating & Governance Committee will give due consideration to the director nominee and will use the same criteria used for evaluating individuals nominated by the Board, in addition to considering the information relating to the director nominee provided by the shareholder. Shareholders may submit recommendations for director candidates for consideration by the Nominating & Governance Committee by contacting the committee as described under the heading “Contacting the Board” found on page 21. Corporate Governance The Company has a long-standing commitment to strong corporate governance, which promotes the long-term interests of our shareholders, strengthens Board and management accountability and helps build stakeholder trust in the Company. The Board regularly reviews the Company’s major governance documents, policies and processes in the context of current governance trends, recognized best practices and legal and regulatory changes. The following sections provide an overview of our corporate governance structure, policies and processes, including key aspects of our Board’s and its committees’ operations.
Board Refreshment and Selection of Director Nominees
| In this Section | | | 16 | Corporate Governance Highlights | | 17 | Board Leadership Structure | | 17 | Meeting Attendance | | 17 | Committees of the Board | | 19 | Board and Committee Evaluations | | 19 | Meetings of Independent Directors | | 19 | Board Role in Strategic Planning and Capital Structure | | 20 | Board Role in Risk Oversight | | 21 | Code of Conduct, Insider Trading, Governance Documents and Related Person Transactions | | 21 | Human Capital & Compensation Committee Participation and Interlocks | | 21 | Director Stock Ownership Guidelines | | 21 | Contacting the Board | | 22 | Fiscal 2025 Director Compensation |
Fiscal 2025 Director Compensation
Fiscal 2025 Director Compensation The HCC Committee’s independent compensation consultant conducts an annual comprehensive review of the Company’s non-employee director compensation program. This review includes benchmarking against the same peer company group used for executive compensation to ensure that director pay remains competitive and aligned with best practices. The following table sets forth compensation earned by the individuals who served as directors of the Company during fiscal 2025 (other than Mr. Heaf and Ms. Boswell, who, as a current and former Company associate, respectively, received no additional compensation for service on the Board).
Fiscal 2025 Director Compensation
| | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2) ($) | TOTAL ($) | | Bogliolo, Alessandro | 165,000 | 141,025 | 306,025 | | Brady, Lucy | 145,000 | 141,025 | 286,025 | | Hondal, Francis | 175,000 | 141,025 | 316,025 | | Lee, Danielle | 145,000 | 141,025 | 286,025 | | Nash, Sarah | 250,000 | 235,050 | 485,050 | | Rajlin, Juan | 145,000 | 141,025 | 286,025 | | Steinour, Stephen | 150,000 | 141,025 | 291,025 | | Symancyk, J.K. | 145,000 | 141,025 | 286,025 | | Voskuil, Steve | 175,000 | 141,025 | 316,025 |
Fiscal 2025 Director Compensation
| (1) Directors (other than the Board Chair) received an annual cash retainer of $100,000. Ms. Nash, as Board Chair, received an annual cash retainer of $250,000. Directors received an additional annual cash retainer of $25,000 for membership on the Audit Committee and HCC Committee and $20,000 for membership on the Nominating & Governance Committee. The Audit Committee and HCC Committee chairs received an additional $25,000. The Nominating & Governance Committee chair received an additional $20,000. |
Fiscal 2025 Director Compensation
| (2) Directors (other than the Board Chair) received an annual stock retainer of $150,000. Ms. Nash, as Board Chair, received an annual stock retainer of $250,000. Stock retainers were granted under the 2020 Plan and vest one year following the grant date, generally subject to the director’s continued service on the Board through the vesting date. The number of RSUs granted was calculated based on the fair market value of the Company’s common stock on the date the RSUs were granted. The value of stock awards reflects the aggregate grant date fair value, excluding estimated forfeitures, computed in accordance with Accounting Standards Codification (“ASC”) Topic 718 Compensation—Stock Compensation, for each award. See Note 14 to the Company’s consolidated financial statements filed in the Company’s 2025 10-K for a discussion of the Company’s assumptions in determining the aggregate grant date fair value of these awards. As of January 31, 2026, each individual listed in the table held 5,641 outstanding RSUs, other than Ms. Nash, who held 9,402 outstanding RSUs. |
Fiscal 2025 Director Compensation
Ratification of the Appointment of Independent Registered Public Accounting Firm The Audit Committee has appointed Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027. Ernst & Young LLP has been retained as the Company’s independent registered public accounting firm continuously since 2003. The Audit Committee is responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm. The Audit Committee is also responsible for approving the fees associated with the Company’s retention of Ernst & Young LLP. In accordance with the Commission’s rules, Ernst & Young LLP’s lead engagement partner rotates every five years. The Audit Committee is directly involved in the selection of Ernst & Young LLP’s lead engagement partner. In addition, the Audit Committee evaluates Ernst & Young LLP’s qualifications, performance and independence and presents its conclusions on these matters to the Board on at least an annual basis, and annually considers whether to continue its engagement of Ernst & Young LLP. The members of the Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. We are asking you to ratify Ernst & Young LLP’s appointment, although your ratification is not required. The Audit Committee intends to carefully consider the results of the vote. If the shareholders do not ratify the appointment of Ernst & Young LLP, the Audit Committee will reconsider Ernst & Young LLP’s selection. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders. A representative of Ernst & Young LLP will be present at the annual meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions. Additional information concerning the Company’s engagement of Ernst & Young LLP is included under the heading “Independent Registered Public Accounting Firm’s Fees” on page 25 of this proxy statement.
Fiscal 2025 Director Compensation
| | We recommend that you vote “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm. |
Fiscal 2025 Director Compensation
Report of the Audit Committee As provided in our written charter, the Audit Committee is instrumental in the Board’s fulfillment of its oversight responsibilities relating to (i) the integrity of the Company’s financial statements and internal controls, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the qualifications, independence and performance of the Company’s independent auditors and (iv) the performance of the Company’s internal audit function. It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles (“GAAP”). This is the responsibility of management and the independent auditors. Furthermore, while we are responsible for reviewing the Company’s policies and practices with respect to risk assessment and risk management, it is the responsibility of the Chief Executive Officer and senior management to determine the appropriate level of the Company’s exposure to risk. We have reviewed and discussed the Company’s audited financial statements as of and for the year ended January 31, 2026, and met with both management and the Company’s independent auditors to discuss the financial statements. Management has represented to us that the financial statements were prepared in accordance with GAAP. We have reviewed with the internal auditors and independent auditors the overall scope and plans for their respective audits. We also met with the internal auditors and independent auditors, with and without management present, to discuss the results of their examinations and their evaluations of the Company’s internal controls. We have also discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the Commission. The Company’s independent auditors also provided to us the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence, and we discussed with the independent auditors their independence from the Company. We considered whether the provision of non-audit services by the independent auditors to the Company is compatible with maintaining their independence. Based on the reviews and discussions summarized in this Report, and subject to the limitations on our role and responsibilities, certain of which are referred to above and in the Audit Committee charter, we recommended to the Board that the Company’s audited financial statements be included in the Company’s 2025 10-K for filing with the Commission. We have appointed Ernst & Young LLP as the Company’s independent registered public accounting firm. Audit Committee Steven Voskuil, Chair Francis Hondal Juan Rajlin Stephen Steinour J.K. Symancyk Independent Registered Public Accounting Firm’s Fees During fiscal 2025, Ernst & Young LLP served as the Company’s independent registered public accounting firm and, in that capacity, rendered an opinion on our consolidated financial statements as of and for the fiscal year ended January 31, 2026. The Audit Committee has selected Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Pre-approval Policies and Procedures
| In this Section | | | 29 | Compensation Discussion and Analysis | | 45 | 2025 Summary Compensation Table | | 47 | Grants of Plan-based Awards for Fiscal 2025 | | 48 | Outstanding Equity Awards at Fiscal Year-end 2025 | | 49 | Option Exercises and Stock Vested Information for Fiscal 2025 | | 50 | Potential Payments Upon Termination or Change in Control | | 54 | 2025 Pay Ratio Disclosure | | 55 | 2025 Pay Versus Performance Disclosure |
Fiscal 2025 Compensation Highlights
| • | In 2025 we began transitioning from a seasonal short-term cash incentive program to an annual short-term cash incentive program. As part of this evolution, our short-term cash incentive program for 2025 included annual performance metrics with a mid-year payout based on first half results and year-end payout based on full year results. Starting in 2026, short-term incentives will be measured entirely based on achievement of annual performance metrics with one annual payout based on full year results to better align with market practice. Also, in 2026 we will evaluate additional enhancements to our executive compensation program to support the Consumer First Formula. |
Fiscal 2025 Compensation Highlights
| • | Our short-term cash incentive program payout continued to align with our financial and strategic performance with NEOs receiving no year-end annual payment. To emphasize the Company’s drive towards durable, top-line growth, the HCC Committee revised our short-term cash incentive program for fiscal 2025 to increase the weighting of the absolute net sales metric from 25% to 35%, which reduced the weighting of the adjusted operating income from 75% to 65%. Additionally, to help create greater focus on driving durable, top-line growth, the HCC Committee added a one-time annual strategic modifier supporting the strategies in place at that time. The short-term cash incentive program mid-year payout (weighted 40%) based on first half results paid at 80.6%, equating to 32.2% of target after weighting for the annual performance period, with both absolute net sales and adjusted operating income performing below target. No year-end annual payment was made under the short-term cash incentive program because both absolute net sales and adjusted operating income did not meet the minimum thresholds for the annual performance period. The one-time annual strategic modifier had no impact on the short-term cash incentive program payouts, as the annual performance metric thresholds had not been met. Therefore, the overall short-term cash incentive payout for fiscal year 2025 was 32.2%. This payout for 2025 reflects the direct linkage between our NEOs’ incentive pay and company performance. Performance was impacted significantly by consumer sentiment as consumers remained cautious and value seeking throughout the year, and by tariffs (which we did not adjust performance targets for). See “—Compensation for NEOs—Compensation Components—Short-term Performance-based Incentive Compensation” beginning on page 35 of this proxy statement for more details. |
Fiscal 2025 Compensation Highlights
| • | A significant portion of the long-term equity incentives granted to our NEOs in fiscal 2025 were granted subject to challenging performance metrics. We redesigned our performance stock unit (“PSU”) program in 2023 following discussions with our shareholders to more closely align award payouts with shareholder returns. PSUs are subject to two performance metrics: (i) relative total shareholder return (“TSR”) (50%) and (ii) adjusted operating income margin (50%), each of which is measured over a cumulative three-year performance period. In addition, all PSUs are subject to a “negative absolute TSR cap,” whereby the payout is limited to the target performance level when our absolute TSR is negative over the performance period. In 2024, the HCC Committee also increased the proportion of our Chief Executive Officer’s long-term equity incentive compensation that is subject to performance-based conditions to 60%, thereby enhancing the weighting of performance-based compensation for our Chief Executive Officer. We believe these rigorous performance metrics continue to provide a balance of growth and profitability, support the strategic direction of the Company and ensure alignment with the interests of our shareholders. |
Guiding Principles
| Compensation Component | Our Principles | | Pay Level | Attract and retain top leaders in a highly competitive market for talent. | | | Pay competitively and equitably. | | | Recognize depth and scope of accountability and complexity of responsibility. | | Pay Mix | Emphasize performance-contingent, long-term equity-based incentive compensation over fixed compensation. | | Pay-for-Performance | Recognize and reward enterprise and individual performance. | | | Utilize performance metrics that closely align executives’ interests with shareholders’ interests. | | | Require NEOs to own a significant amount of the Company’s common stock. | | | For fiscal 2025, set annual targets with a mid-year payout based on the first half results and introduced an annual strategic modifier as we transition to an annual plan in 2026. | | | Create long-term shareholder value through regular achievement of short- and long-term financial strategic goals. | | | Retain and incent high-performers with a pay mix delivered predominantly through long-term equity incentive awards. |
Executive Compensation Best Practices
| What We Do: | | We align our NEOs’ pay with Company and individual performance and grant incentive awards based on actual results and achievements. | | We maintain robust clawback policies as described under the heading “—Compensation Governance—Recovery of Compensation” on page 43 of this proxy statement. | | The HCC Committee engages a compensation consultant that is independent of the Company and management to advise on compensation-related matters. | | We maintain robust stock ownership guidelines for our NEOs and directors. | | Our equity incentive plan requires a minimum vesting period of at least one year for all awards, subject to certain exceptions. | | We use appropriate peer group comparisons when determining compensation. | | We mitigate undue business risk in compensation programs and, in consultation with the HCC Committee’s independent compensation consultant, perform an annual compensation risk assessment. |
Executive Compensation Best Practices
| What We Don’t Do: | | No tax gross-ups for NEOs to cover excise taxes under Section 4999 of the Internal Revenue Code (the “Code”). | | Hedging and short-selling of Company securities is prohibited under our insider trading policy. | | No pledging of Company stock without advance approval. None of the Company’s stock held by our NEOs or Board members is pledged. | | No re-pricing of stock options without shareholder approval. | | No single-trigger vesting of NEO equity awards upon a change in control. | | No payments of dividends on unearned awards. | | No excessive perquisites provided to our directors and executive officers. |
Connecting Pay and Performance
| (1) The CEO Target Pay reflects target direct compensation for Mr. Heaf for 2025 (reflecting annualized base pay, annualized short-term incentive (“STI”) target and approved target long-term incentive grant). |
Connecting Pay and Performance
| (3) The amounts included in the table above reflect the aggregate values of the RSUs and PSUs approved by the HCC Committee for the above listed NEOs for 2025. These approved values reflected above may differ from the grant date fair value of these awards as reflected in the Summary Compensation Table that follows this CD&A, because of the accounting methodology used to report the RSUs and PSUs in the Summary Compensation Table, as required by SEC rules. |
Compensation Comparison
Compensation Comparison We review our NEO compensation against publicly available data on executive compensation, including compensation paid by a group of peer companies. We use this data to evaluate the competitiveness of our compensation levels, establish an appropriate mix of our NEO compensation elements and ensure our compensation programs properly attract, retain and incentivize highly talented executives who are critical to executing our strategy and business plan. The HCC Committee annually reviews and approves our peer group used for compensation comparisons (the “Compensation Peer Group”) in consultation with the HCC Committee’s independent compensation consultant, and with consideration for companies considered to be peers by certain proxy advisory firms, to generally include a balanced mix of the following criteria:
Compensation Comparison
We do not specifically set our NEOs’ compensation against our Compensation Peer Group. Instead, we consider peer group comparisons provided by the HCC Committee’s independent compensation consultant as one of several factors the HCC Committee uses, along with its business judgment and experience, in setting the pay of our NEOs. The HCC Committee reviewed the Company’s 2025 Compensation Peer Group and determined no changes were appropriate for 2025. The HCC Committee believes the Compensation Peer Group closely aligns with our business model and merchandise focus and reflects companies that are similar in size and scope, and that compete with us for executive talent.
Compensation Comparison
| 2025 COMPENSATION PEER GROUP | | | Abercrombie & Fitch Co. [AND] | Sally Beauty Holdings, Inc. [SBH] | | American Eagle Outfitters, Inc. [AEO] | Signet Jewelers Limited [SIG] | | Coty Inc. [COTY] | Tapestry, Inc. [TPR] | | DICK’s Sporting Goods, Inc. [DKS] | The Estée Lauder Companies Inc. [EL] | | Gap Inc. [GPS] | Tractor Supply Company [TSCO](1) | | lululemon athletica inc. [LULU] | Ulta Beauty, Inc. [ULTA] | | Newell Brands Inc. [NWL] | Victoria’s Secret & Co. [VSCO] | | PVH Corp. [PVH] | Williams-Sonoma, Inc. [WSM] | | Ralph Lauren Corporation [RL] | |
Compensation Comparison
| (1) In 2025, the HCC Committee reviewed the Company’s 2026 Compensation Peer Group and determined that Tractor Supply Company should be removed from our peer group for 2026 because of that company’s outsized market capitalization and product mix not aligning with the Company and its other compensation peers. |
Short-term Performance-based Incentive Compensation
Short-term Performance-based Incentive Compensation Short-term performance-based incentive compensation, if earned, is paid in cash pursuant to the Company’s Cash Incentive Compensation Performance Plan (the “Cash Incentive Plan”). The HCC Committee introduced a Cash Incentive Plan structure for fiscal year 2025 to ensure a smooth transition from a seasonal to an annual short-term performance-based incentive compensation plan. The Cash Incentive Plan for fiscal 2025 focused on achievement of annual performance metrics with a mid-year payout (weighted 40%) based on first half results and a year-end payout based on full year results. The transition away from the Company's historical seasonal bonus approach is a significant step in the evolution of the Company's executive compensation program. Beginning in fiscal year 2026, we will complete the transition and launch an annual short-term cash incentive compensation program designed with annual performance metrics and one annual payout. To emphasize the Company’s drive towards durable, top-line growth, the HCC Committee increased the weighting of the absolute net sales metric from 25% to 35%, which reduced the weighting of the adjusted operating income from 75% to 65% for fiscal year 2025. Additionally, to create greater focus on driving durable, top-line growth, the HCC Committee added a one-time annual strategic modifier supporting the strategies in place at that time. The HCC Committee established annual goals for the full 2025 performance year at the beginning of 2025 under the short-term cash incentive program. The HCC Committee carefully considered the annual goals to ensure that our executives were properly incented in fiscal year 2025, while at the same time incorporating a level of rigor that maintained a strong link between pay and performance. The HCC Committee believes the incentive annual goals were set at challenging and meaningful levels. The charts below show the first half and annual results based on annual targets for adjusted operating income and net sales goals required to earn short-term performance-based incentive compensation, along with the range of performance goals as a percentage of target for threshold and maximum payouts, and actual performance results achieved in fiscal 2025. Achievement level for the first half of the year was at 80.6%, equating to 32.2% after weighting. While the Company’s first half financial performance exceeded the established thresholds, resulting in a mid-year payout, results for the full fiscal year did not meet the threshold performance level and, as a result, no year-end payment was made under the short-term cash incentive program. The one-time annual strategic modifier had no impact on the short-term cash incentive program payouts, as the annual performance metric thresholds had not been met. Therefore, the overall short-term cash incentive payout for fiscal year 2025 was 32.2%.
Short-term Performance-based Incentive Compensation
| (1) Adjusted Operating Income is a non-GAAP financial measure. Attached as Appendix A is a reconciliation of this non-GAAP financial measure relative to reported GAAP financial measure. |
Short-term Performance-based Incentive Compensation
| (1) Adjusted Operating Income is a non-GAAP financial measure. Attached as Appendix A is a reconciliation of this non-GAAP financial measure relative to reported GAAP financial measure. |
Short-term Performance-based Incentive Compensation
Performance between threshold and target and target and maximum is interpolated to determine the payout percentage beginning at 20% for threshold performance (if achieved) up to 200% at maximum performance. Short-term performance-based incentive compensation targets are set as a percentage of base salary with the amount earned ranging from 0% to 200% of the target incentive, based on the extent to which financial goals are achieved. The table below shows the short-term performance-based incentive compensation targets as a percentage of base salary for each NEO during fiscal 2025. None of our NEOs received an increase in their target annual incentive compensation opportunities for fiscal 2025 from fiscal 2024. See the disclosure under the heading “—Long-term Equity Incentive Compensation” below for additional information. The NEOs’ payouts for fiscal 2025 performance are also set forth in the table below and in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table on page 45 of this proxy statement.
Short-term Performance-based Incentive Compensation
| NAMED EXECUTIVE OFFICER(1) | FISCAL 2025 TARGET ANNUAL INCENTIVE OPPORTUNITY (% OF BASE SALARY) | FISCAL 2025 TARGET INCENTIVE ($) | FISCAL 2025 MID-YEAR INCENTIVE PAYOUT ($) | FISCAL 2025 FULL-YEAR INCENTIVE PAYOUT ($) | TOTAL FISCAL 2025 PAYOUT ($) | PERCENT OF FISCAL 2025 TARGET | | Mr. Heaf | 190% | 1,839,190(2) | 358,953 | - | 358,953 | 19.5%(3) | | Ms. Boratto | 120% | 1,020,000 | 328,848 | - | 328,848 | 32.2% | | Mr. Mazurek | 100% | 725,000 | 233,740 | - | 233,740 | 32.2% | | Mr. Wu | 100% | 725,000 | 233,740 | - | 233,740 | 32.2% |
Short-term Performance-based Incentive Compensation
| (1) Ms. Boswell’s employment with the Company ceased on May 16, 2025. In fiscal 2025, Ms. Boswell’s target incentive compensation opportunity was 190% of her base salary, which was unchanged from fiscal 2024. She received $676,509 for the fiscal 2025 mid-year incentive payout reflecting a pro-rated amount for the performance period she was terminated pursuant to the terms of her existing agreement with the Company. Ms. Boswell received $0 for the fiscal 2025 full-year incentive payout pursuant to the terms of her existing agreement with the Company. |
Short-term Performance-based Incentive Compensation
| (2) The amount shown has been prorated based on Mr. Heaf’s start date in May 2025. |
Short-term Performance-based Incentive Compensation
| (3) Mr. Heaf commenced employment with the Company on May 16, 2025, and was therefore eligible for a prorated payment for the fiscal 2025 mid-year incentive payout. The “Percent of Fiscal 2025 Target” percentage reflects the percentage earned for all of fiscal 2025 (including a prorated mid-year payment); had Mr. Heaf been employed during the entire fiscal 2025 first half, his “Percent of Fiscal 2025 Target” percentage would align with the percentages of the other NEOs. |
Long-term Equity Incentive Compensation
Long-term Equity Incentive Compensation During fiscal 2025, we granted stock awards to our NEOs under the 2020 Plan, which was approved by our shareholders at our 2020 annual meeting.
Our Fiscal 2025 Long-term Equity Incentive Compensation Design
Our Fiscal 2025 Long-term Equity Incentive Compensation Design
Our Fiscal 2025 Long-term Equity Incentive Compensation Design
| (1) Annual long-term incentive award for Ms. Boswell was 60% PSU/40% RSU. Mr. Heaf’s new hire long-term incentive grant was 50% PSU/50% RSU. In fiscal 2026, the annual long-term incentive grant for Mr. Heaf will be 60% PSU/40% RSU. |
Our Fiscal 2025 Long-term Equity Incentive Compensation Design
In connection with his hiring in 2025, Mr. Heaf received a new hire equity award consisting of RSUs with an approved target value of $2,500,000 and PSUs with an approved target value of $2,500,000. The RSUs vest 30% on the first anniversary of May 16, 2025, 30% on the second anniversary and 40% on the third anniversary, subject to Mr. Heaf’s continued employment through each vesting date. This one-time award served as Mr. Heaf’s annual equity grant for fiscal 2025, and no additional equity awards were granted to him during the year.
Performance Share Units
Performance Share Units PSUs incent executive performance through the achievement of challenging growth and profitability metrics that closely align the long-term interests of our executives with those of our shareholders. As a result, we place significant emphasis on the PSU component of our long-term equity incentive program for our NEOs. For fiscal 2025, 50% of our NEOs’ long-term equity incentives (60% for our Chief Executive Officer) were granted in the form of “at-risk” PSUs. Our NEOs’ annual 2025 PSU awards are subject to two equally weighted performance metrics:
Performance Share Units
| • | cumulative adjusted operating income as a percentage of cumulative net sales (adjusted operating income margin); and |
Performance Share Units
| • | relative TSR assessed against the companies listed in the S&P Composite 1500 Consumer Discretionary Distribution & Retail Index as of the date of grant. |
Performance Share Units
The HCC Committee updated this index in 2025 after the Company was removed from the S&P 500 Consumer Discretionary Distribution & Retail Index for purposes of the relative TSR metric because the index is relevant from an industry perspective (i.e., reasonable business, talent and/or investment dollar competitors) and is more easily tracked and communicated to Company associates and investors. The HCC Committee continued the “negative absolute TSR cap”—i.e., if our absolute total shareholder return is negative during the performance period, the payout under the PSU awards is capped at 100% of target performance. The HCC Committee is committed to establishing robust performance metrics that challenge our executives to deliver superior performance aligned to creating value for our shareholders, while at the same time balancing the rigor of the performance metrics with ensuring that the metrics are reasonably attainable to meaningfully incent executive performance and retention. Finally, consistent with market practice to ensure our annual PSU program is competitive with our peer companies’ programs and to balance the leverage of the program with the weighting it is expected to command within the NEOs’ pay mix, the maximum payout for the 2025 annual PSU program awards was 200%. The HCC Committee believes the PSU program aligns our NEOs’ interests with those of our shareholders. Specifically, the HCC Committee believes that adjusted operating income margin continues to provide a direct link between our NEOs’ compensation and the importance of growing and maintaining our adjusted operating income margin as part of the Company’s strategic initiatives. The relative TSR metric for fiscal 2025 is intended to promote alignment between long-term shareholder value creation and our NEOs’ pay outcomes. Its inclusion is also consistent with input we received from our shareholders as well as market practice. Performance for awards granted in fiscal 2025 will be evaluated based on performance over a three-year performance period, starting with fiscal 2025 through the end of fiscal 2027, paying out in 2028. The specific targets are as set forth in the chart below:
Performance Share Units
| (1) The Payout Percentage is subject to the “negative absolute TSR cap”—i.e., if our absolute total shareholder return is negative during the performance period, the payout under the PSU awards is capped at 100% of target performance. |
Performance Share Units
Performance will be evaluated based on a scale, and payout, if any, will be interpolated between threshold, target and maximum levels. The earned annual PSU awards (if any) granted in fiscal 2025 will vest in March 2028, subject generally to the executive’s continued employment through such date.
Restricted Share Units
Restricted Share Units RSUs are granted to ensure market competitiveness of the executive compensation package, align executives’ long-term interests with our shareholders and retain executives over the long-term. The RSU awards vest over three years in three tranches (30% one year from the grant date, 30% two years from the grant date and 40% three years from the grant date), in each case subject generally to continued employment through each such date. Below is a summary of the grant date fair value of the long-term equity incentive compensation, including PSUs and RSUs, awarded to our NEOs during fiscal 2025 as reported in the summary compensation table found on page 45 of this proxy statement.
Restricted Share Units
| NAMED EXECUTIVE OFFICER(1) | VALUE OF TIME-VESTED RSU AWARD ($) | TARGET VALUE OF ANNUAL PSU AWARD ($) | TOTAL FISCAL 2025 EQUITY AWARD VALUE ($) | MAXIMUM VALUE OF ANNUAL PSU AWARD ($) | | Mr. Heaf | 2,368,681 | 2,675,090 | 5,043,771 | 5,350,180 | | Ms. Boratto | 1,345,364 | 1,535,197 | 2,880,561 | 3,070,394 | | Mr. Mazurek | 823,743 | 939,974 | 1,763,717 | 1,879,948 | | Mr. Wu | 760,944 | 868,314 | 1,629,258 | 1,736,629 |
Restricted Share Units
| (1) In fiscal 2025, Ms. Boswell’s Value of Time-Vested RSU’s Awards was $3,002,277 and Target Value of Annual PSU Award was $5,138,871; with a total annual grant date value of $8,141,148. |
Payout of 2022 Annual Award PSUs
Payout of 2022 Annual Award PSUs The annual PSUs that were granted in March 2022 to our named executive officers at that time (which included Mr. Mazurek and Mr. Wu) vested in 2025. Performance was evaluated based on a scale, and payout was interpolated between threshold, target and maximum levels as set forth below.
Payout of 2022 Annual Award PSUs
| (1) For fiscal 2024, 2023 and 2022, the Company did not make any adjustments to operating income margin. |
Payout of 2022 Annual Award PSUs
| | Target FY22 PSU Awarded (#) | Actual FY22 PSU Earned (#) | | Mr. Mazurek | 6,291 | 3,900 | | Mr. Wu | 11,533 | 7,150 |
Severance and Change in Control Agreements
Severance and Change in Control Agreements Under the severance agreements with our NEOs, upon a termination of the applicable executive’s employment by the Company without “cause” or by the executive for “good reason” (as defined in such executive’s severance agreement and described in more detail under the heading “—Potential Payments Upon Termination or Change in Control” found on page 50 of this proxy statement), in each case other than during the three-month period prior to, and the 24-month period following, a “change in control” of the Company, the applicable executive will be entitled to receive (i) continued payment of annual base salary for two years following the termination date, (ii) an amount equal to two years of COBRA premiums (for Mr. Heaf and Ms. Boswell, including their eligible dependents), (iii) the executive’s incentive compensation award for the performance period (or, for Mr. Heaf, the fiscal year) in which the termination date occurs, prorated based on the number of days employed during such performance period (or fiscal year) and determined based on actual performance (provided that, for Mr. Heaf, such amount is not subject to proration), (iv) the incentive compensation the executive would have received if the executive had remained employed by the Company for two years following the termination date, determined based on actual performance (provided that for Mr. Heaf, such amount is capped at his target incentive opportunity as of the termination date and prorated for any fiscal year ending after the second anniversary of the termination date), (v) accelerated vesting of a pro rata portion of the unvested equity awards held by the executive that vest solely upon the time-based vesting conditions and (vi) continued vesting of a pro rata portion of the unvested equity awards held by the executive that vest based on performance-based vesting conditions, which will remain subject to achievement of the existing performance metrics. In the event such termination of employment occurs during the three-month period prior to, or during the 24-month period following, a “change in control” of the Company, then the executive will be entitled to receive (a) the amounts described in clauses (i) and (ii) above (for Mr. Heaf and Ms. Boswell, the amounts pursuant to clause (i) are paid in a lump sum if the termination of employment occurs on or following a change in control), (b) a payment equal to (x) for Mr. Heaf, two times his “Applicable Bonus” (i.e., the greater of (i) his target annual bonus for the year of his termination and (ii) the average of his cash incentive for the two years prior to termination) and (y) for our other NEOs, the sum of the incentive compensation payouts that the executive received for the prior two years completed performance periods prior to the termination date, (c) the executive’s incentive compensation award for the performance period (or, for Mr. Heaf, the fiscal year) in which the termination date occurs, prorated based on the number of days employed during such performance period (or fiscal year) and determined by reference to (x) for Mr. Heaf, the Applicable Bonus and (y) for our other NEOs, the average of the incentive compensation payouts the executive received for the prior two years completed performance periods prior to the termination date, and (d) accelerated vesting of any outstanding unvested equity awards held by the executive (with performance goals deemed to be achieved at target levels if less than one-third of the applicable performance period has lapsed, otherwise performance goals will be deemed to be achieved at maximum levels). The payments and benefits are subject to the executive’s execution and non-revocation of a release of claims in favor of the Company. None of our NEOs is entitled to a tax gross-up for any excise taxes on compensation paid in connection with a change in control under their agreements with the Company. For additional details regarding the severance and change in control arrangements with our NEOs (including a description of estimated benefits in connection with a change in control and/or a termination of employment), see “—Potential Payments Upon Termination or Change in Control” beginning on page 50 of this proxy statement.
Independent Compensation Consultant
Independent Compensation Consultant As permitted by its charter, the HCC Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant. The HCC Committee considers recommendations from our management team and determines the work to be performed by the consultant. The consultant works with management to gather data required in preparing analyses for HCC Committee review. Specifically, the services the consultant provides include:
Independent Compensation Consultant
| • | assisting in the evaluation of, and providing compensation recommendations for, the Chief Executive Officer, other NEOs, designated members of senior management, and non-employee directors; |
Independent Compensation Consultant
| • | informing the HCC Committee of changing market practices; |
Independent Compensation Consultant
| • | consulting on our executive compensation strategy and program design, including assessing compensation risk from design and practice perspectives; |
Independent Compensation Consultant
| • | analyzing the competitiveness of our executive pay, including benchmarking base salaries, short-term incentive design, long-term incentive design and executive perquisites; |
Independent Compensation Consultant
| • | reviewing and benchmarking the structure of our Board compensation; |
Independent Compensation Consultant
| • | assisting in the selection of our peer groups; and |
Independent Compensation Consultant
| • | assisting in the preparation and review of this disclosure. |
Independent Compensation Consultant
The HCC Committee evaluates the performance and independence of Meridian, specifically considering independence factors identified by NYSE rules. This evaluation includes a review of written representations from Meridian confirming its independence. Based on the HCC Committee’s evaluation, it believes that there are no conflicts of interest that could impair Meridian’s ability to provide independent, objective advice to the HCC Committee regarding executive compensation matters and their services to the Company do not raise any conflicts of interest.
Equity Grant Practices
Equity Grant Practices We have the following practices regarding equity compensation grants:
Equity Grant Practices
| • | Annual equity incentive awards are granted by the HCC Committee and/or our Board generally in the first half of the fiscal year, at a meeting typically scheduled over a year in advance. |
Equity Grant Practices
| • | Occasionally, the HCC Committee and/or our Board may also grant equity awards outside of our annual grant cycle, including for new hires or other special circumstances. The timing of any equity grants to executive officers in connection with any such new hires or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s date of commencement of employment). |
Equity Grant Practices
| • | We do not strategically time long-term incentive awards in coordination with the release of material non-public information (“MNPI”) and have never had a practice of doing so. We do not time the release of MNPI for the purpose of affecting the value of executive compensation. |
Equity Grant Practices
| • | We do not currently grant stock options, stock appreciation rights or any similar awards with “option-like” features and therefore we have not adopted a policy regarding the timing of any such awards in connection with the disclosure of MNPI of the Company. |
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth information concerning total compensation earned by or paid to our NEOs during fiscal 2025, 2024 and 2023, as applicable.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(2) ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation(3) ($) | Total ($) | | Daniel Heaf Chief Executive Officer | 2025 | 913,846 | — | 5,043,771 | — | 358,953 | — | 271,332 | 6,587,902 | | Eva Boratto Chief Financial Officer | 2025 | 850,000 | — | 2,880,561 | — | 328,848 | — | 159,046 | 4,218,455 | | | 2024 | 850,000 | 500,000 | 2,784,937 | — | 1,016,328 | — | 150,971 | 5,302,236 | | | 2023 | 408,654 | 500,000 | 1,913,900 | — | 911,880 | — | 81,238 | 3,815,672 | | Thomas Mazurek Chief Supply Chain Officer | 2025 | 720,192 | — | 1,763,717 | — | 233,740 | — | 21,080 | 2,738,729 | | | 2024 | 700,000 | — | 1,502,843 | — | 697,480 | — | 25,931 | 2,926,254 | | Gina Boswell(4) Former Chief Executive Officer | 2025 | 486,264 | — | 8,141,147 | — | 676,509 | — | 3,263,216 | 12,567,136 | | | 2024 | 1,500,000 | — | 8,126,164 | — | 2,839,740 | — | 104,389 | 12,570,293 | | | 2023 | 1,500,000 | — | 7,333,900 | — | 2,547,900 | — | 312,713 | 11,694,513 | | Michael Wu(5) Former Chief Legal Officer | 2025 | 725,000 | — | 1,629,258 | — | 233,740 | — | 30,867 | 2,618,865 | | | 2024 | 725,000 | — | 1,556,493 | — | 722,390 | — | 33,113 | 3,036,996 | | | 2023 | 725,000 | 326,250 | 1,417,874 | — | 648,150 | — | 34,559 | 3,151,833 |
2025 Summary Compensation Table
| (1) Stock awards were granted to each NEO under the 2020 Plan. Awards are long-term compensation and generally vest over three years and are not realizable on an annual basis. See discussion under the heading “—Compensation Discussion and Analysis—Compensation for NEOs—Compensation Components—Long-term Equity Incentive Compensation” beginning on page 37 of this proxy statement for additional details. |
2025 Summary Compensation Table
| The value of stock awards reflects the aggregate grant date fair value computed in accordance with ASC Topic 718 Compensation—Stock Compensation for each award. The grant date fair values of the PSUs granted to the NEOs during fiscal 2025 were calculated based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC Subtopic 718-10, excluding the effect of estimated forfeitures. The grant date value of the PSUs granted to the NEOs in fiscal 2025 assuming the maximum level of performance conditions will be achieved is $5,350,180 for Mr. Heaf, $3,070,394 for Ms. Boratto, $1,879,948 for Mr. Mazurek, $10,277,741 for Ms. Boswell, and $1,736,629 for Mr. Wu. |
2025 Summary Compensation Table
| See Note 14 to the Company’s financial statements filed in the 2025 10-K for the related assumptions for stock awards granted during fiscal 2025 and for a discussion of our assumptions in determining the aggregate grant date fair value of these awards. |
2025 Summary Compensation Table
| (2) Represents the aggregate of the non-equity performance-based incentive compensation for the applicable first half and second half payouts (mid-year and full year payouts for 2025). Incentive compensation targets are set based on a percentage of base salary and are paid semi-annually based on the achievement of adjusted operating income and net sales first half and second half results (annual results for 2025). See the discussion under the heading “—Compensation Discussion and Analysis—Compensation for NEOs—Short-term Performance-based Incentive Compensation” beginning on page 35 of this proxy statement for additional details. Ms. Boswell received the Spring 2025 incentive compensation payment pursuant to her existing separation agreement in connection with her termination of employment. For additional details regarding Ms. Boswell’s separation agreement, see “—Compensation Discussion and Analysis—Compensation for NEOs—Severance and Change in Control Agreements” beginning on page 41 of this proxy statement and “—Potential Payments Upon Termination or Change in Control— Ms. Boswell’s Separation Agreement” on page 51 of this proxy statement. |
2025 Summary Compensation Table
| (3) The following table and related footnotes detail all other compensation paid to each NEO during fiscal 2025: |
2025 Summary Compensation Table
| | Incremental Company Cost to Provide Supplemental Life Insurance Coverage ($) | Company Contributions to the Executives’ Qualified Retirement Plan Account ($) | Financial Planning Benefit ($) | Identity Protection/ Monitoring ($) | Executive Physical ($) | Personal Use of Company Aircraft(a) ($) | Commuting Expense Stipend(b) ($) | Relocation(c) ($) | Severance Pay(d) ($) | Total ($) | | Mr. Heaf | 291 | — | 14,000 | 3,999 | 5,186 | — | 135,385 | 112,471 | — | 271,332 | | Ms. Boratto | 571 | 17,500 | 14,000 | 2,999 | 5,690 | — | 53,000 | 65,286 | — | 159,046 | | Mr. Mazurek | 485 | 17,596 | — | 2,999 | — | — | — | — | — | 21,080 | | Ms. Boswell | 112 | 11,731 | 14,000 | — | 2,966 | 59,321 | — | — | 3,175,086 | 3,263,216 | | Mr. Wu | 487 | 17,500 | 6,774 | 2,999 | 3,107 | — | — | — | — | 30,867 |
2025 Summary Compensation Table
| (a) The Company contracts with a private jet service for senior management business travel. During fiscal 2025, the HCC Committee approved the use of the contracted private jet service for personal purposes by Ms. Boswell, and in connection with his appointment as Chief Executive Officer, Mr. Heaf, to ensure safety and security and promote the efficient and effective use of their time while traveling. The use of contracted private jet service also provides the Company’s Chief Executive Officer with an environment that permits the Chief Executive Officer to perform confidential work while traveling for personal purposes, which would otherwise be impossible on commercial aircraft. Mr. Heaf did not use the contracted private jet service for personal purposes in fiscal 2025. Ms. Boswell did use the contracted private jet service for personal purposes in fiscal 2025, and her spouse accompanied her on one flight. We do not cover, reimburse or otherwise gross-up the income taxes owed for personal use of corporate aircraft or the contracted private jet service. The Company calculates the aggregate incremental cost to the Company based on the invoiced fees from NetJets for each personal flight, which includes variable charges such as fuel and flight hours and excludes certain fixed leasing and management fees charged by NetJets on a monthly basis. |
2025 Summary Compensation Table
| (b) In connection with trips to and from the Company’s headquarters in Columbus, Ohio during her service as Chief Financial Officer of the Company prior to Ms. Boratto’s relocation to Columbus, Ohio on or prior to June 30, 2025, pursuant to the terms of her offer letter, Ms. Boratto is provided an annual stipend in the amount of $130,000 to offset travel and lodging expenses. The Company entered into an updated offer letter on July 21, 2025 (“Updated Offer Letter”) where she is no longer required to relocate to Columbus, Ohio. Ms. Boratto’s annual stipend ended on June 30, 2025. |
2025 Summary Compensation Table
Mr. Heaf received an annualized travel stipend of $200,000 prorated for a partial year of service due to temporary family obligations he continues to have in his current home region. This benefit will cease on the date of his permanent relocation to Columbus, Ohio but no later than June 30, 2027. See “—Compensation Discussion and Analysis—Compensation for NEOs—Compensation Components—Other Benefits and Perquisites—Perquisites” beginning on page 40 of this proxy statement for additional information.
2025 Summary Compensation Table
| (c) Per the terms of the Updated Offer Letter, the Company agreed to extend to Ms. Boratto a partial relocation including 6 months of temporary housing that would end on December 31, 2025. Ms. Boratto is still required to be in the offices an average of three days a week in Columbus, Ohio and will be responsible for any travel expenses. Thus, Ms. Boratto’s stipend and relocation benefits have since expired. |
2025 Summary Compensation Table
As a condition to Mr. Heaf’s employment, he is required to perform a significant portion of his duties from the Company’s Columbus, Ohio headquarters and to relocate to the Columbus, Ohio region no later than June 30, 2027. Per the terms of his offer letter, Mr. Heaf has relocation benefits per the term’s of the Company’s relocation policy, including 6 months of temporary housing, and the benefits shall apply to Mr. Heaf’s relocation occurring prior to June 30, 2027. See “—Compensation Discussion and Analysis—Compensation for NEOs—Compensation Components—Other Benefits and Perquisites—Perquisites” beginning on page 40 of this proxy statement for additional information.
2025 Summary Compensation Table
| (d) Represents payments to Ms. Boswell pursuant to her severance agreement in connection with her termination of employment. For additional details regarding Ms. Boswell’s separation agreement, see “—Compensation Discussion and Analysis—Compensation for NEOs—Severance and Change in Control Agreements” beginning on page 51 of this proxy statement. |
2025 Summary Compensation Table
| (4) Ms. Boswell ceased serving as Chief Executive Officer effective as of May 16, 2025. The amount of salary paid to Ms. Boswell reflects the amount actually paid to her from the beginning of the fiscal year through her termination of employment on May 16, 2025. |
2025 Summary Compensation Table
| (5) Mr. Wu ceased serving as Chief Legal Officer and Corporate Secretary effective as of February 24, 2026 and his employment terminated on March 27, 2026. |
Grants of Plan-based Awards for Fiscal 2025
Grants of Plan-based Awards for Fiscal 2025 The following table provides information relating to plan-based awards and opportunities granted to the NEOs during fiscal 2025.
Grants of Plan-based Awards for Fiscal 2025
| NAME | GRANT DATE | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(3) (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(4) ($) | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | Mr. Heaf | 5/23/2025 | | | | 41,295 | 82,590 | 165,180 | | | | 2,675,090 | | | 5/23/2025 | | | | | | | 82,590 | | | 2,368,681 | | | | 367,838(5) | 1,839,190(5) | 3,678,379(5) | | | | | | | | | Ms. Boratto | 3/13/2025 | | | | 25,044 | 50,088 | 100,176 | | | | 1,535,197 | | | 3/13/2025 | | | | | | | 50,088 | | | 1,345,364 | | | | 204,000 | 1,020,000 | 2,040,000 | | | | | | | | | Mr. Mazurek | 3/13/2025 | | | | 15,334 | 30,668 | 61,336 | | | | 939,974 | | | 3/13/2025 | | | | | | | 30,668 | | | 823,743 | | | | 145,000 | 725,000 | 1,450,000 | | | | | | | | | Ms. Boswell | 3/13/2025 | | | | 83,832 | 167,663 | 335,326 | | | | 5,138,871 | | | 3/13/2025 | | | | | | | 111,775 | | | 3,002,277 | | | | 570,000 | 2,850,000 | 5,700,000 | | | | | | | | | Mr. Wu | 3/13/2025 | | | | 14,165 | 28,330 | 56,660 | | | | 868,314 | | | 3/13/2025 | | | | | | | 28,330 | | | 760,944 | | | | 145,000 | 725,000 | 1,450,000 | | | | | | | |
Grants of Plan-based Awards for Fiscal 2025
| (1) Non-Equity Incentive Plan Awards represent the aggregate threshold, target and maximum opportunities under the Cash Incentive Plan for fiscal 2025. The actual amounts earned for fiscal 2025 under this plan are disclosed in the 2025 Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. |
Grants of Plan-based Awards for Fiscal 2025
| (2) Equity Incentive Plan Awards are PSUs granted pursuant to the 2020 Plan. Grant dates are the dates the awards were approved (or otherwise deemed effective) by the HCC Committee. The awards vest on the third anniversary of the grant date, subject to continued employment through the vesting date, with the number of shares to be awarded determined based on the Company’s achievement of (i) Adjusted Operating Income Margin over the three-year performance period and (ii) relative TSR over the three-year performance period as compared to the companies listed in the S&P 1500 Consumer Discretionary Distribution & Retail Index as of the date of grant, in each case as further described under the heading “—Compensation Discussion and Analysis—Compensation for NEOs—Compensation Components—Long-term Equity Incentive Compensation” beginning on page 37 of this proxy statement. |
Grants of Plan-based Awards for Fiscal 2025
| (3) All Other Stock Awards are RSUs granted pursuant to the 2020 Plan. Grant dates are the dates the awards were approved (or otherwise deemed effective) by the HCC Committee. The awards vest 30% on each of the first and second anniversaries of the grant date, and 40% on the third anniversary of the grant date, subject to continued employment through each such date, except for Mr. Heaf whose awards vest 30% on each of the first and second anniversaries of his start date, and 40% on the third anniversary of his start date. |
Grants of Plan-based Awards for Fiscal 2025
| (4) The value of stock awards reflects the grant date fair value under ASC Topic 718 Compensation—Stock Compensation for each award. The grant date fair values of the PSUs granted to the NEOs during fiscal 2025 were calculated based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC Subtopic 718-10, excluding the effect of estimated forfeitures. See Note 14 to the Company’s financial statements included in the 2025 10-K for the related assumptions for stock awards granted during fiscal 2025 and for a discussion of the Company’s assumptions in determining the aggregate grant date fair value of these awards. |
Grants of Plan-based Awards for Fiscal 2025
| (5) Represents the prorated amount to reflect Mr. Heaf’s partial year of service. Annualized amounts would be as follows: $513,000 (threshold); $2,565,000 (target); and $5,130,000 (maximum). |
Outstanding Equity Awards at Fiscal Year-end 2025
Outstanding Equity Awards at Fiscal Year-end 2025 The following table provides information relating to outstanding equity awards granted to the NEOs as of the fiscal year ended January 31, 2026. The market value of the stock awards assumes a stock price of $21.80, the closing price of the Company’s common stock on January 30, 2026 (the last trading day during fiscal 2025).
Outstanding Equity Awards at Fiscal Year-end 2025
| | | OPTION AWARDS | | | STOCK AWARDS | | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS # EXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | Mr. Heaf | | | | | 05/23/2025 | 82,590 (1) | 1,800,462 | 82,590 (2) | 1,800,462 | | Ms. Boratto | | | | | 08/01/2023 | 21,798 (3) | 475,196 | | — | | | | | | | 03/13/2024 | 21,076(4) | 459,457 | 30,106(5) | 656,311 | | | | | | | 03/13/2025 | 50,088(6) | 1,091,918 | 50,088(7) | 1,091,918 | | Mr. Mazurek | 3/31/2016 | 4,232(10) | 70.87 | 3/31/2026 | 05/19/2023 | 7,562(8) | 164,852 | 18,902(9) | 412,064 | | | 3/16/2021 | 4,933(10) | 48.64 | 3/16/2031 | 03/13/2024 | 11,374(4) | 247,953 | 16,246(5) | 354,163 | | | | | | | 03/13/2025 | 30,668(6) | 668,562 | 30,668(7) | 668,562 | | Ms. Boswell | | | | | 05/19/2023 | | | 78,764 (9) | 1,717,055 | | | | | | | 03/13/2024 | | | 46,420 (5) | 1,011,956 | | | | | | | 03/13/2025 | | | 18,629 (7) | 406,112 | | Mr. Wu | | | | | 05/19/2023 | 7,832 (8) | 170,738 | 19,578 (9) | 426,800 | | | | | | | 03/13/2024 | 11,780 (4) | 256,804 | 16,826 (5) | 366,807 | | | | | | | 03/13/2025 | 28,330 (6) | 617,594 | 28,330 (7) | 617,594 |
Outstanding Equity Awards at Fiscal Year-end 2025
| (1) Shares will vest 30% on May 16, 2026, and will vest 30% on May 16, 2027 and 40% on May 16, 2028. |
Outstanding Equity Awards at Fiscal Year-end 2025
| (2) Subject to achievement of performance conditions (assumed at target), 100% of these shares vest on May 16, 2028. |
Outstanding Equity Awards at Fiscal Year-end 2025
| (3) Remaining shares to vest on August 1, 2026. |
Outstanding Equity Awards at Fiscal Year-end 2025
| (4) Shares vested 43% on March 13, 2026 and 57% will vest on March 13, 2027. |
Outstanding Equity Awards at Fiscal Year-end 2025
| (5) Subject to achievement of performance conditions (assumed at target), 100% of these shares vest on March 13, 2027. |
Outstanding Equity Awards at Fiscal Year-end 2025
| (6) Shares vested 30% on March 13, 2026, and will vest 30% on March 13, 2027 and 40% on March 13, 2028. |
Outstanding Equity Awards at Fiscal Year-end 2025
| (7) Subject to achievement of performance conditions (assumed at target), 100% of these shares vest on March 13, 2028. |
Outstanding Equity Awards at Fiscal Year-end 2025
| (8) Remaining shares to vest on May 19, 2026. |
Outstanding Equity Awards at Fiscal Year-end 2025
| (9) Subject to achievement of performance conditions (assumed at target), 100% of these shares vest on May 19, 2026. |
Outstanding Equity Awards at Fiscal Year-end 2025
| (10) Pursuant to the terms of the Employee Matters Agreement, dated as of August 2, 2021, by and between the Company and Victoria’s Secret & Co., each applicable stock option, RSU and PSU held by our associates (including the applicable NEOs) as of such date was equitably adjusted upon the occurrence of the separation of the Company and Victoria’s Secret & Co. These amounts reflect these equitable adjustments. |
Option Exercises and Stock Vested Information for Fiscal 2025
Option Exercises and Stock Vested Information for Fiscal 2025 The following table provides information relating to option awards exercised and RSU and PSU awards vested during fiscal 2025.
Option Exercises and Stock Vested Information for Fiscal 2025
| | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING(1) ($) | | Mr. Heaf | — | — | — | — | | Ms. Boratto | — | — | 25,382 | 717,540 | | Mr. Mazurek | — | — | 16,961 | 530,041 | | Ms. Boswell | — | — | 97,030 | 2,596,039 | | Mr. Wu | — | — | 22,684 | 709,239 |
Option Exercises and Stock Vested Information for Fiscal 2025
| (1) Stock Award Value Realized is calculated based on the closing stock price on the date the RSUs and PSUs vested. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control We have entered into certain agreements with our current NEOs that will require us to provide compensation in the event of certain terminations of employment, including a termination following a change in control of our Company. The following tables set forth the expected benefits to be received by each of our current NEOs in the event of termination resulting from various scenarios, assuming a termination date of January 31, 2026, and a stock price of $21.80, the closing price of the Company’s common stock on January 30, 2026 (the last trading day during fiscal 2025). Each scenario relates to the single termination event described, and amounts are not cumulative in situations where multiple scenarios may apply. Assumptions and explanations of the numbers set forth in the tables below are set forth in additional text following the tables.
Potential Payments Upon Termination or Change in Control
| | INVOLUNTARY W/OUT CAUSE VOLUNTARY W/GOOD REASON ($) | INVOLUNTARY W/OUT CAUSE FOLLOWING CHANGE IN CONTROL ($) | DEATH(5) ($) | DISABILITY ($) | VOLUNTARY OR RETIREMENT ($) | | Mr. Heaf | | | | | | | Base Salary(1) | 2,700,000 | 2,700,000 | — | — | — | | IC(2) | 5,130,000 | 5,130,000 | — | — | — | | Value of Vested Stock(3) | 400,103 | 3,600,924 | 1,800,462 | 1,800,462 | — | | Benefits and Perquisites(4) | 62,935 | 62,935 | 2,000,000 | 300,000 | — | | Total | 8,293,038 | 11,493,859 | 3,800,462 | 2,100,462 | — | | Ms. Boratto | | | | | | | Base Salary(1) | 1,700,000 | 1,700,000 | — | — | — | | IC(2) | 2,040,000 | 1,345,176 | — | — | — | | Sign on(5) | — | — | — | — | — | | Value of Vested Stock(3) | 751,704 | 4,431,112 | 2,026,572 | 2,026,572 | — | | Benefits and Perquisites(4) | 63,200 | 63,200 | 1,700,000 | 300,000 | — | | Total | 4,554,904 | 7,539,488 | 3,726,572 | 2,326,572 | — | | Mr. Mazurek | | | | | | | Base Salary(1) | 1,450,000 | 1,450,000 | — | — | — | | IC(2) | 1,450,000 | 931,220 | — | — | — | | Value of Vested Stock(3) | 543,175 | 3,282,382 | 1,225,589 | 1,225,589 | — | | Benefits and Perquisites(4) | 58,750 | 58,751 | 1,450,000 | 300,000 | — | | Total | 3,501,925 | 5,722,353 | 2,675,589 | 1,525,589 | — | | Mr. Wu | | | | | | | Base Salary(1) | 1,450,000 | 1,450,000 | — | — | — | | IC(2) | 1,450,000 | 956,130 | — | — | — | | Value of Vested Stock(3) | 541,789 | 3,249,944 | 1,194,516 | 1,194,516 | — | | Benefits and Perquisites(4) | — | — | 1,450,000 | 300,000 | — | | Total | 3,441,789 | 5,656,074 | 2,644,516 | 1,494,516 | — |
Potential Payments Upon Termination or Change in Control
| (1) In the event of a termination of the NEO’s employment by the Company other than for “Cause” or by the NEO for “Good Reason,” other than during the three-month period prior to or the 24-month period following a “Change in Control,” the NEO will receive continued payment of base salary for 24 months following the termination date in accordance with the Company’s normal payroll practices. If such termination occurs within the three-month period prior to or the 24-month period following a Change in Control, the NEO will receive a lump sum payment equal to two times his or her annual base salary. The foregoing payments are subject to such NEO’s execution and non-revocation of a release of claims. |
Potential Payments Upon Termination or Change in Control
| (2) In the event of a termination of the NEO’s employment by the Company other than for “Cause” or by the NEO for “Good Reason,” other than during the three-month period prior to or the 24-month period following a “Change in Control,” the NEO will receive bonus payments based on the bonus amounts the NEO would have received under the Cash Incentive Plan (and its predecessor plan) had the NEO remained employed by the Company for two years of completed performance periods following the NEO’s termination date plus a pro rata amount for the performance period in which the termination occurs. For purposes of these tables, future bonus amounts are assumed at target levels. |
Potential Payments Upon Termination or Change in Control
If such termination occurs within the three-month period prior to or the 24-month period following a Change in Control, the NEOs will receive a lump sum amount equal to the sum of the last two years of completed performance periods bonus payments received under the Cash Incentive Plan (and its predecessor plan), plus a pro rata amount for the performance period in which the termination occurs (based on an average of the prior four payments received). Ms. Boswell, pursuant to the terms of her severance arrangement with the Company, will receive a lump sum amount equal to the sum of the last four seasonal bonus payments received under the Cash Incentive Plan (and its predecessor plan) (with the payout of any partial seasonal performance period to be annualized and the target seasonal incentive opportunity to be used for purposes of calculating such bonus amounts for any season during which she is not eligible for a payout because she has not been employed long enough to be eligible for four seasonal incentive payouts), plus a pro rata amount for the season in which the termination occurs (based on an average of the prior four payments received, with the payout for any partial seasonal performance period to be annualized and the target seasonal incentive opportunity to be included in such average if she has not been employed long enough to be eligible for four seasonal bonus payments). Mr. Heaf, pursuant to the terms of his severance agreement with the Company, will receive (a) a lump sum payment equal to two times his “Applicable Bonus” (i.e., the greater of (i) his target annual bonus for the year of his termination and (ii) the average of his cash incentive for the two years prior to termination (with any payout prorated due to the date of commencement of Mr. Heaf’s employment to be adjusted so as to reflect the amount earned for the full incentive period as nonprorated)) and (b) a prorated Applicable Bonus for the year of termination based on the number of days employed during the performance period prior to the termination date.
Potential Payments Upon Termination or Change in Control
| (3) Reflects the value of the “double-trigger” acceleration of unvested stock options, RSUs and PSUs in the event of a termination of the NEO’s employment by the Company without “Cause” or by the NEO for “Good Reason” within three months prior to or 24 months following a “Change in Control” or due to the NEO’s death or “Disability.” In the event of a termination of the NEO’s employment by the Company without “Cause” or by the NEO for “Good Reason” absent a “Change in Control,” unvested stock options, RSUs and PSUs will accelerate on a pro-rated basis. For purposes of these tables, PSUs are assumed achieved at target levels. |
Potential Payments Upon Termination or Change in Control
| (4) Reflects estimates for benefits and perquisites payable to the NEOs upon a termination of employment, which includes an amount equal to two years of COBRA premiums (based on the premium rate in effect as of January 31, 2026) under the involuntary termination without “Cause,” voluntary resignation for “Good Reason” and involuntary termination following a “Change in Control” scenarios. Under the death and disability scenarios, the applicable amounts include proceeds from life insurance policies, as applicable, and the value of unvested retirement plan balances that would become vested, as applicable. Under the disability scenario, the applicable amounts include the maximum long-term disability payments for one year. |
Potential Payments Upon Termination or Change in Control
| (5) Generally, in the event of a NEO’s death, subject to achievement of any underlying performance conditions, any time-vesting conditions are deemed satisfied. PSUs awarded to our NEOs are subject to continued vesting based on performance. |
Potential Payments Upon Termination or Change in Control
The HCC Committee retains discretion to provide, and in the past has provided, additional benefits to NEOs upon termination or resignation if it determines the circumstances so warrant.
Payments Upon a Termination in Connection with a Change in Control
Payments Upon a Termination in Connection with a Change in Control A “Change in Control” of the Company will generally be deemed to have occurred upon the first to occur of any of the following events:
Payments Upon a Termination in Connection with a Change in Control
| (a) any person, together with all affiliates, becomes a beneficial owner of securities representing 33% or more of the combined voting power of the voting stock then outstanding; |
Payments Upon a Termination in Connection with a Change in Control
| (b) during any period of 24 consecutive months, individuals who at the beginning of such period constitute the Board (and any new director, whose election by the Board or nomination for election by the shareholders of the Company was approved by a vote of at least two-thirds of the directors then in office who either were directors at the beginning of the period or whose election or nomination for election was so approved) cease for any reason to constitute a majority of directors then constituting the Board; |
Payments Upon a Termination in Connection with a Change in Control
| (c) a reorganization, merger or consolidation of the Company is consummated, unless more than 50% of the outstanding shares of the Company’s common stock resulting from such reorganization, merger or consolidation are beneficially owned by individuals and entities who beneficially owned the Company’s voting stock outstanding just prior to such reorganization, merger or consolidation; or |
Payments Upon a Termination in Connection with a Change in Control
| (d) the consummation of a complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company. |
Payments Upon a Termination in Connection with a Change in Control
Participants in the 2020 Plan receive accelerated vesting of equity awards upon a Change in Control in the event of the participant’s termination of employment (other than for Cause or Good Reason (if applicable)) within 24 months of the Change in Control (“double trigger” vesting), with performance (if applicable) fixed as of the date of the Change in Control (and thus such awards are solely subject to continued service) as follows: (A) if less than one-third of the Restricted Period (as defined in the award agreement) has elapsed as of the date of the Change in Control, the payout percentage shall be fixed at the time of the Change in Control based on target performance and (B) if more than one-third of the Restricted Period has elapsed as of the date of the Change in Control, the payout percentage shall be fixed at the time of the Change in Control based on maximum performance unless the HCC Committee determines prior to the Change in Control, in its discretion, that actual projected performance can be reasonably predicted, in which case the Committee may provide the payout percentage shall be based on such predicted performance as determined by the Committee prior to the Change in Control.
2025 Pay Ratio Disclosure
2025 Pay Ratio Disclosure
Pay Ratio
Pay Ratio In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for fiscal 2025:
Pay Ratio
| • | the median of the annual total compensation of all our associates (except our Chief Executive Officers) was $9,602.99; |
Pay Ratio
| • | the total compensation of our Chief Executive Officer (Daniel Heaf) in the Summary Compensation Table was $6,587,902; |
Pay Ratio
| • | the annual total compensation of our Chief Executive Officer (Daniel Heaf) was $7,492,204; and |
Pay Ratio
| • | the ratio of the annual total compensation of our Chief Executive Officer (Daniel Heaf) to our median associate is 780 to 1. |
Pay Ratio
We believe that this ratio is calculated in a manner consistent with the requirements of the Pay Ratio Rule.
2025 Pay Versus Performance Disclosure
2025 Pay Versus Performance Disclosure The following table sets forth the compensation for our Principal Executive Officers (“PEO”) and the average compensation for our other non-PEO NEOs, both as reported in the 2024 Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” (as defined under Commission rules) to such individuals for each of fiscal 2025, 2024, 2023, 2022 and 2021. The table also provides information on our cumulative TSR, the cumulative TSR of our peer group, our net income and our adjusted operating income over such years in accordance with Commission rules.
2025 Pay Versus Performance Disclosure
| | Heaf(1) | | Boswell(1) | | Nash(1) | | Meslow(1) | | | Year | Summary Compensation Table "SCT" Total for PEO ($) | Compensation Actually Paid to PEO(2) ($) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(2) ($) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(2) ($) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(2) ($) | | 2025 | 6,587,902 | 4,286,615 | 12,567,136 | (4,768,809) | — | — | — | — | | 2024 | — | — | 12,570,293 | 8,575,701 | — | — | — | — | | 2023 | — | — | 11,694,513 | 12,796,859 | — | — | — | — | | 2022 | — | — | 6,908,991 | 7,029,815 | 22,795,013 | 21,646,899 | 9,467,439 | (115,380,126) | | 2021 | — | — | — | — | — | — | 17,668,627 | 90,562,269 |
2025 Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs(2)(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($) | Value of Initial Fixed $100 Investment Based on: | | | | | | | | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(4) ($) | Net Income ($M) | Adjusted Operating Income(5) ($M) | | 2025 | 3,192,016 | 862,665 | 73.27 | 122.45 | 649 | 1,156 | | 2024 | 4,138,178 | 2,506,748 | 122.41 | 134.96 | 798 | 1,266 | | 2023 | 3,749,110 | 2,984,218 | 138.47 | 102.42 | 878 | 1,285 | | 2022 | 6,048,032 | 5,371,173 | 139.22 | 93.72 | 800 | 1,376 | | 2021 | 5,340,605 | 6,947,481 | 167.02 | 101.29 | 1,333 | 2,019 |
2025 Pay Versus Performance Disclosure
| (1) The Company’s PEOs include the following: (i) for fiscal 2025, Daniel Heaf and Gina Boswell; (ii) for fiscal 2023 and 2024, Gina Boswell; (iii) for fiscal 2022, Gina Boswell, Sarah Nash and Andrew Meslow; and (iv) for fiscal 2021, Andrew Meslow. |
2025 Pay Versus Performance Disclosure
| (2) The “compensation actually paid” (“CAP”) for the PEOs and average CAP for the Company’s non-PEO NEOs in each of fiscal 2025, 2024, 2023, 2022 and 2021 reflect such individuals’ “Total Compensation” for the applicable year (as reported in the Summary Compensation Table for such year), adjusted as set forth in the following table in accordance with Commission rules. The dollar amounts of CAP reflected in the table on the previous page of this proxy statement do not reflect the actual amount of compensation earned by or paid to the PEOs or our other NEOs during the applicable fiscal year, but rather reflect each NEO’s CAP for such year determined pursuant to Commission rules. For information regarding the compensation decisions made by the HCC Committee in regard to the Company’s PEO and other NEOs for fiscal 2025, see “—Compensation Discussion and Analysis” beginning on page 29 of this proxy statement. |
2025 Pay Versus Performance Disclosure
| | Total from Summary Compensation Table | Subtract FV of awards granted in Year from SCT(a) | Add FV of equity awards granted during the covered fiscal year remains outstanding and unvested at the end of the covered fiscal year(a) | Add FV of equity awards granted during the covered fiscal year and vested during the fiscal year(a) | Change in FV of all the equity awards granted during any prior fiscal year and vested during the fiscal year(a) | Change in FV of equity awards granted during any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year(a) | Granted during any prior fiscal year remains outstanding and unvested as of the end of the covered fiscal year(a) | Compensation Actually Paid | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Fiscal 2025 | | | | | | | | | | Mr. Heaf | 6,587,902 | 5,043,771 | 2,742,484 | — | — | — | — | 4,286,615 | | Ms. Boswell | 12,567,136 | 8,141,147 | 232,397 | 199,806 | (853,283) | (5,919,359) | (2,854,359) | (4,768,809) | | Non-PEO NEO Average | 3,192,016 | 2,091,179 | 1,207,437 | — | (241,225) | — | (1,204,384) | 862,665 | | Fiscal 2024: | | | | | | | | | | Ms. Boswell | 12,570,293 | 8,126,164 | 6,141,959 | — | 37,659 | — | (2,048,047) | 8,575,701 | | Non-PEO NEO Average | 4,138,178 | 1,941,748 | 1,216,202 | — | 73,956 | (609,467) | (370,373) | 2,506,748 | | Fiscal 2023: | | | | | | | | | | Ms. Boswell | 11,694,513 | 7,333,900 | 8,738,905 | — | (276,498) | — | (26,161) | 12,796,859 | | Non-PEO NEO Average | 3,749,110 | 1,370,407 | 1,636,606 | — | (152,427) | (253,153) | (625,511) | 2,984,218 | | Fiscal 2022: | | | | | | | | | | Ms. Boswell | 6,908,991 | 3,853,024 | 3,973,847 | — | — | — | — | 7,029,815 | | Ms. Nash | 22,795,013 | 17,412,228 | 16,342,298 | — | (43,538) | — | (34,646) | 21,646,899 | | Mr. Meslow | 9,467,439 | — | — | — | (451,632) | (124,395,933) | — | (115,380,126) | | Non-PEO NEO Average | 6,048,032 | 2,642,339 | 2,409,483 | — | (141,718) | — | (302,285) | 5,371,173 | | Fiscal 2021: | | | | | | | | | | Mr. Meslow | 17,668,627 | 7,348,518 | 6,102,879 | — | 1,405,205 | — | 72,734,076 | 90,562,269 | | Non-PEO NEO Average | 5,340,605 | 1,126,764 | 1,023,384 | — | 735,793 | (480,289) | 1,454,751 | 6,947,481 |
2025 Pay Versus Performance Disclosure
| (a) Represents the fair value of equity awards calculated in accordance with ASC Topic 718 Compensation—Stock Compensation. |
2025 Pay Versus Performance Disclosure
| Stock options are valued on the applicable measurement date using the Black-Scholes option pricing model. Valuation assumptions are based on an expected term calculated as the product of (i) the original expected term, multiplied by (ii) the ratio of remaining and original terms. Dividend yield is calculated based on the projected dividend at the time of measurement over the expected term. Volatility is calculated based on historical volatility at the time of measurement for the same time period as the expected term. The risk-free interest rate is based on U.S. Treasury rates on the measurement date for a time period that most closely aligns with the expected term. |
2025 Pay Versus Performance Disclosure
| RSUs and PSUs are valued based on the fair market value of a share of the Company’s common stock on the measurement date, adjusted for anticipated dividend yields. PSU value is determined based on the probable outcome of the performance conditions as of the applicable measurement date. |
2025 Pay Versus Performance Disclosure
| (3) The average compensation for the non-PEO NEOs reflects the compensation for the following individuals: (i) for fiscal 2025, Eva Boratto, Michael Wu, and Tom Mazurek; (ii) for fiscal 2024, Eva Boratto, Michael Wu, Tom Mazurek, Julie Rosen and Deon Riley; (iii) for fiscal 2023, Wendy Arlin, Eva Boratto, Julie Rosen, Deon Riley and Michael Wu; (iv) for fiscal 2022, Wendy Arlin, Julie Rosen, Deon Riley and Michael Wu; and (v) for fiscal 2021, Wendy Arlin, James Bersani, Julie Rosen, Deon Riley and Stuart Burgdoerfer. |
2025 Pay Versus Performance Disclosure
| (4) TSR is cumulative for the measurement periods beginning on January 31, 2021 and ending on the last day of each of fiscal 2025, 2024, 2023, 2022 and 2021, calculated in accordance with Item 201(e) of Regulation S-K, including reinvestment of dividends. The Company’s stock prices prior to August 3, 2021 have been adjusted to give effect to the spin-off of Victoria’s Secret & Co. For fiscal 2025, the Company updated its peer group for purposes of Item 201(e) of Regulation S-K to the S&P 400 Consumer Discretionary Distribution and Retail Index in connection with the Company’s inclusion in the S&P MidCap 400 Consumer Discretionary Index beginning in 2025. Accordingly, the peer group total shareholder return amounts presented in the table above for all years reflect this updated peer group. In prior fiscal years, the Company utilized the S&P 500 Consumer Discretionary Distribution and Retail Index as its peer group. The prior peer group TSR presented for the years fiscal years 2025, 2024, 2023, 2022, and 2021 were $164.12, $161.20, $123.16, $87.69, and $105.90, respectively. |
2025 Pay Versus Performance Disclosure
| (5) Adjusted operating income is a non-GAAP financial measure that reflects the Company’s operating income excluding certain special items. Attached as Appendix A are reconciliations of the Company’s fiscal 2025, 2024, 2023, 2022 and 2021 adjusted operating income to the Company’s fiscal 2025, 2024, 2023, 2022 and 2021 GAAP operating income, as well as other important disclosures regarding non-GAAP financial measures. For fiscal 2024, 2023 and 2022, we did not make any adjustments to operating income; therefore, for fiscal 2024, 2023 and 2022, adjusted operating income is equal to our GAAP operating income for fiscal 2024, 2023 and 2022, respectively. |