DEF 14A of Bath & Body Works, Inc., May 15, 2024

DEF 14A of Bath & Body Works, Inc.

Filed May 15, 2024 · FY20230001193125-24-139412

Open on EDGAR

  1. Election of Directors

    Election of Directors

  2. (Item 1 on the Proxy Card)

    (Item 1 on the Proxy Card) Our Board is elected annually by our shareholders and currently has 12 members. Each director is, and throughout his or her service during fiscal 2023 was, independent in accordance with applicable New York Stock Exchange (“NYSE”) standards other than Gina Boswell, our Chief Executive Officer. On March 13, 2024, each of Patricia Bellinger and Michael Morris notified the Company of their decision not to stand for re-election at the 2024 annual meeting of shareholders. The Company deeply appreciates the dedicated and invaluable service of Ms. Bellinger and Mr. Morris during their respective tenures on the Board and most recently as Chairs of the Nominating & Governance Committee and the HCC Committee, respectively. Accordingly, the size of the Board will be reduced to 10 members immediately following the conclusion of the Company’s 2024 annual meeting of shareholders and, therefore, shareholders may only cast their vote with respect to the 10 director nominees described below.

  3. (Item 1 on the Proxy Card)

    | The Board’s 2024 Director Nominees |

  4. (Item 1 on the Proxy Card)

    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 10 directors. THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW. 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. Our directors also reflect the diversity of our workforce, the communities we serve, our customers and our other key stakeholders. The tables below summarize the skills, qualifications and attributes of our director nominees, as well as certain diversity characteristics self-identified by our director nominees, that are important to our Board.

  5. (Item 1 on the Proxy Card)

    | Qualifications and Skills |

  6. (Item 1 on the Proxy Card)

    | | Technology Knowledge of or experience with technology, including digital solutions, information technology systems and architecture, 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 | | | | ESG Expertise in environmental, social and governance (ESG) issues | |

  7. (Item 1 on the Proxy Card)

    | Qualifications / Skills | | | | | | | | | | | | Technology | | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Executive Business Experience | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Financial Expertise | ∎ | ∎ | ∎ | ∎ | | ∎ | ∎ | ∎ | ∎ | ∎ | | Governance | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Marketing, Digital & Consumer Insights | ∎ | ∎ | ∎ | ∎ | ∎ | | ∎ | ∎ | ∎ | | | Operations / Supply Chain | ∎ | ∎ | | | | ∎ | | | ∎ | | | Public Company CEO / Senior Leadership Experience | ∎ | ∎ | | | | ∎ | | ∎ | ∎ | ∎ | | Omnichannel Retail | ∎ | ∎ | ∎ | ∎ | ∎ | | ∎ | | ∎ | | | Global / International | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | ∎ | ∎ | | ESG | ∎ | ∎ | ∎ | | ∎ | ∎ | ∎ | ∎ | ∎ | | | Male, Female or Non-binary (M, F or NB) | M | F | F | F | F | F | M | M | M | M | | Race / Ethnicity | | | | | | | | | | | | African American or Black | | | | | ∎ | | | | | | | Hispanic or Latino | | | | ∎ | | | ∎ | | | | | White | ∎ | ∎ | ∎ | | | ∎ | | ∎ | ∎ | ∎ | | Other Characteristics | | | | | | | | | | | | LGBTQIA+ | | | | | | | ∎ | | | |

  8. (Item 1 on the Proxy Card)

    | A Broadly Representative Board |

  9. (Item 1 on the Proxy Card)

    | 10 BOARD NOMINEES | | | | 50% Women | 30% People of Color | |

  10. (Item 1 on the Proxy Card)

    Each of the 10 individuals nominated for election to the Board would hold office until our 2025 annual meeting of shareholders or until his or her successor is elected and qualified. Your proxy will vote for each of the nominees unless you specify otherwise. 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. Set forth below 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.

  11. (Item 1 on the Proxy Card)

    | Board Nominees |

  12. (Item 1 on the Proxy Card)

    | Age: 59 Director since: 2022 Committees: • Human Capital & Compensation Committee • Nominating & Governance Committee | Alessandro Bogliolo | INDEPENDENT DIRECTOR | | | Experience Mr. Bogliolo, born in Italy, previously served as the chief executive officer and director of Tiffany & Co. (“Tiffany”), a luxury jewelry and specialty retailer, serving in such role from October 2017 through the acquisition of Tiffany by LVMH Moët Hennessy Louis Vuitton SE (“LVHM”) in January 2021. In November 2022, Mr. Bogliolo assumed the role of board chair of Audemars Piguet, a Swiss manufacturer of luxury mechanical watches and clocks, after joining its board of directors in August 2022. Mr. Bogliolo also joined the board of directors of Hyatt Hotels Corporation, a publicly traded global hospitality company, in December 2023. Prior to joining Tiffany, Mr. Bogliolo served as chief executive officer and director of Diesel SpA, an international fashion brand that is part of the OTB Group, from 2013 to 2017, and in senior roles with LVMH from 2011 to 2013, including as chief operating officer, North America, for Sephora USA and executive vice president and chief operating officer of Bulgari. 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. | |

  13. (Item 1 on the Proxy Card)

    | Age: 61 Director since: 2022 | Gina R. Boswell | CHIEF EXECUTIVE OFFICER | | | Experience Ms. Boswell joined the Company as Chief Executive Officer on December 1, 2022. Prior to joining the Company, Ms. Boswell held senior executive roles with Unilever PLC (“Unilever”), a global food, personal care and household products company, including president, US customer development from May 2017 through October 2019; general manager, U.K. and Ireland from September 2015 through May 2017; and executive vice president, personal care from 2011 through September 2015. Ms. Boswell joined Unilever through its acquisition of Alberto-Culver Company, where she served as president, global brands, overseeing marketing, research and development, consumer insights and packaging for numerous hair and skin care brands from 2008 through July 2011. Earlier in her career, Ms. Boswell served as chief operating officer of Avon North America and held senior positions at Ford Motor Company and The Estée Lauder Companies Inc. Ms. Boswell served on the board of directors of ManpowerGroup Inc., a provider of workforce solutions and services, from February 2007 through December 2022; Wolverine World Wide, Inc., a designer, marketer and licensor of footwear and apparel, from December 2013 through December 2022; and ACCO Brands Corporation, a manufacturer of consumer, school, technology and office products, from March 2022 through December 2022. Ms. Boswell is a summa cum laude graduate of Boston University and received her M.B.A. from Yale University, and has served as a member of the board of trustees of Yale University since September 2023. Ms. Boswell’s nomination is supported by her extensive beauty and personal care leadership roles at global companies, her expertise in sales, marketing, brand-building and business development and strategy, and her experience serving on several other public company boards of directors. | |

  14. (Item 1 on the Proxy Card)

    | Age: 54 Director since: 2023 Committees: • Human Capital & Compensation Committee • Nominating & Governance Committee | Lucy O. Brady | INDEPENDENT DIRECTOR | | | Experience Ms. Brady has served as president, snacks and grocery at Conagra Brands, Inc. (“Conagra”), a publicly traded leading branded food company, since June 2022. As president, snacks and grocery, Ms. Brady leads the ongoing modernization and growth of Conagra’s $5 billion grocery and snacks portfolio. Prior to joining Conagra, she served as senior vice president and chief digital customer engagement officer at McDonald’s Corporation (“McDonald’s”) from 2020 to 2022, overseeing some of its most significant growth drivers, including delivery, loyalty, digital ordering and pickup and personalized communications. Ms. Brady joined McDonald’s as senior vice president of corporate strategy, business development and innovation in September 2016 after previously serving as a managing director and senior partner at The Boston Consulting Group. 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. | |

  15. (Item 1 on the Proxy Card)

    | Age: 59 Director since: 2021 Committees: • Audit Committee • Human Capital & Compensation Committee | Francis A. Hondal | INDEPENDENT DIRECTOR | | | Experience Ms. Hondal previously served as president of loyalty and engagement at Mastercard Inc. (“Mastercard”), a global technology company in the payments industry, from 2018 to 2022. She was also a member of Mastercard’s management committee. In that role, Ms. Hondal led the expansion of consumer benefits, performance-based and personalized marketing services, loyalty and rewards programs and data and technology services for enterprises worldwide ranging from financial institutions, retail and commerce, hospitality and fintech. From 2015 to 2018, Ms. Hondal served as global executive leader for consumer credit products, loyalty services, marketing and digital services at Mastercard and was responsible for innovative new product development, strategic partnerships and data services via direct and partners’ marketing channels. From 2011 to 2015, she was executive vice president of products, marketing and advisors at Mastercard within its Latin American region. Ms. Hondal also spent 17 years at American Express Company in global and regional general management, marketing and finance roles within its consumer services division. Since September 2020, Ms. Hondal has served as a director of Equitable Holdings, Inc., a financial services holding company composed of two principal franchises, Equitable and AllianceBernstein. She also serves on the board of trustees of the Florida International University Foundation. Ms. Hondal’s nomination is supported by her extensive consumer marketing, finance, loyalty and international general management experience. | |

  16. (Item 1 on the Proxy Card)

    | Age: 48 Director since: 2021 Committees: • Human Capital & Compensation Committee • Nominating & Governance Committee | Danielle M. Lee | INDEPENDENT DIRECTOR | | | Experience Ms. Lee served as president, Warner Music artist and fan experiences at Warner Music Group Corp. (“Warner Music”), a publicly traded music entertainment company, from June 2021 to June 2023, where she led an in-house creative agency for the Warner Recorded Music roster as well as for third-party musical artists. Prior to joining Warner Music, Ms. Lee was the chief fan officer for the National Basketball Association (the “NBA”) from March 2020 through May 2021, where she oversaw brand, creative and multiplatform fan marketing globally and was charged with elevating brand perceptions, cultural connection and fan engagement. Prior to joining the NBA, Ms. Lee served for four years as global vice president, partner solutions at Spotify Technology S.A. (“Spotify”), where she was responsible for developing go-to-market strategy and growing global revenue across music, podcasts and high-impact digital experiences. Prior to Spotify, Ms. Lee served as global vice president, commercial marketing at Vevo LLC. She also 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. In May 2023, Ms. Lee joined the board of directors of Applause App Quality, Inc., a digital testing company owned by Vista Equity Partners. 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. | |

  17. (Item 1 on the Proxy Card)

    | Age: 70 Director since: 2019 Board Chair Committees: • Executive Committee | Sarah E. Nash | INDEPENDENT CHAIR OF THE BOARD | | | Experience Ms. Nash is the independent Chair of the Company’s Board of Directors. Ms. Nash served as Interim Chief Executive Officer of the Company from May 2022 through November 2022, and as Executive Chair of the Board from February 2022 to January 2023, following the resignation of the Company’s Chief Executive Officer in May 2022 for health reasons. Prior to February 22, 2022, Ms. Nash served as the independent Board Chair beginning in May 2020, and joined the Board in May 2019. Ms. Nash is also the chief executive officer and owner 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. She served on the boards of directors of Knoll, Inc., a publicly traded designer and manufacturer of lifestyle and workplace furnishing, textiles and fine leathers, from 2006 through its acquisition by Herman Miller, Inc. in 2021, and privately held Irving Oil Company through March 2022, and served as a member of the National Board of the Smithsonian Institution through 2022. Ms. Nash currently serves on the boards of directors of Blackbaud, Inc., a publicly traded software company providing technology solutions for the not-for-profit industry, and privately held HBD Industries, Inc., a manufacturer and supplier of general purpose and application-engineered industrial products. Ms. Nash is 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. Ms. Nash holds a B.A. in political science from Vassar College. 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. | |

  18. (Item 1 on the Proxy Card)

    | Age: 49 Director since: 2022 Committees: • Audit Committee • Nominating & Governance Committee | Juan Rajlin | INDEPENDENT DIRECTOR | | | Experience Mr. Rajlin, born in Argentina, has served as the vice president and treasurer of Alphabet Inc. (“Alphabet”), a publicly traded multinational technology company, and its subsidiary Google LLC (“Google”) since October 2018. 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 and diversity, equity and inclusion work. Prior to joining Alphabet, Mr. Rajlin served as corporate treasurer and chief risk officer from February 2013 through September 2017 and as chief financial officer, products and services from October 2017 through September 2018, in each case at Mastercard, and held various roles with increasing levels of responsibility with General Motors Company before joining Mastercard. Mr. Rajlin holds a B.S. in economics from Universidad Torcuato Di Tella in Argentina and an M.B.A. from Columbia University. 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 ESG matters and his deep international experience and perspective. | |

  19. (Item 1 on the Proxy Card)

    | Age: 65 Director since: 2014 Committees: • Audit Committee • Executive Committee | Stephen D. Steinour | INDEPENDENT DIRECTOR | | | Experience Mr. Steinour has been the chairman, president and chief executive officer of Huntington Bancshares Incorporated, a publicly traded bank holding company, since 2009. Mr. Steinour served as Interim Lead Independent Director on the Company’s Board of Directors from March 2022 to January 2023. From 2008 to 2009, Mr. Steinour was a managing partner in 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 president from 2005 to 2007 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. He previously served as a trustee of Liberty Property Trust, a real estate investment trust, from 2010 to 2014, as a director of the Federal Reserve Bank of Cleveland, from 2017 to 2019, and as a director of Exelon Corporation, a publicly traded utility services holding company, from 2007 to 2020. Mr. Steinour’s nomination is supported by his extensive executive experience, financial expertise and service on several public company boards of directors. | |

  20. (Item 1 on the Proxy Card)

    | Age: 52 Director since: 2021 Committees: • Audit Committee • Nominating & Governance Committee | J.K. Symancyk | INDEPENDENT DIRECTOR | | | Experience Mr. Symancyk has served as president and chief executive officer and a director of PetSmart LLC, a large specialty pet retailer, since June 2018. From September 2015 to June 2018, Mr. Symancyk was the chief executive officer of Academy Sports and Outdoors, Inc., a publicly traded 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. Mr. Symancyk also served on the board of directors of Chewy, Inc., a publicly traded online retailer for pet products, supplies and prescriptions, from June 2018 through July 2021, and GameStop Corp., a publicly traded gaming and entertainment products retailer, from March 2020 to June 2021. 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. | |

  21. (Item 1 on the Proxy Card)

    | Age: 55 Director since: 2023 Committees: • Audit Committee • Human Capital & Compensation Committee | Steven E. Voskuil | INDEPENDENT DIRECTOR | | | Experience Mr. Voskuil has served as senior vice president and chief financial officer of The Hershey Company (“Hershey”) since 2019 and is responsible for leading Hershey’s global finance organization, including financial planning and analysis, accounting and reporting, tax, treasury, internal audit and investor relations. Prior to joining Hershey, he served as senior vice president and chief financial officer 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 as a member of the Economic and Community Advisory Council for the Federal Reserve Bank of Philadelphia. 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. | |

  22. (Item 1 on the Proxy Card)

    WE RECOMMEND THAT YOU VOTE “FOR” THE ELECTION OF EACH NOMINEE TO OUR BOARD OF DIRECTORS.

  23. (Item 1 on the Proxy Card)

    | Director Independence |

  24. (Item 1 on the Proxy Card)

    The Board has determined that each of the individuals nominated to serve on the Board (except for Ms. Boswell, our Chief Executive Officer) and each of Ms. Bellinger and Mr. Morris have 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. The Board has also determined that Thomas J. Kuhn, who resigned from the Board effective on April 20, 2024, was “independent” in accordance with applicable NYSE standards during the time he served on the Board. If all director nominees are elected to serve as our directors at our 2024 annual meeting, independent directors will constitute 90% of our Board. 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. The Board considered Ms. Nash’s service as the Executive Chair and/or Interim Chief Executive Officer of the Company during the period from February 22, 2022, through January 28, 2023, and the one-time award of RSUs to Ms. Nash on March 10, 2022, that vest over three years (as described under the heading “Compensation-Related Matters—Compensation Discussion and Analysis—Compensation for NEOs—2022 Nash Equity Award” in the Company’s 2023 proxy statement as filed with the Commission on April 18, 2023) and determined, in accordance with the applicable NYSE standards, that such service as an interim executive officer and compensation, as well as the one-time nature of the award, did not disqualify Ms. Nash from being an independent director following the end of such service.

  25. (Item 1 on the Proxy Card)

    | Board Refreshment and Selection of Director Nominees |

  26. (Item 1 on the Proxy Card)

    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.

  27. (Item 1 on the Proxy Card)

    | The Board has in place a robust refreshment process. If all nominees are elected to serve as directors at the 2024 annual meeting, 90% of the Company’s directors will have joined the Board in 2019 or later, and the average director tenure on our Board will be 3.4 years. |

  28. (Item 1 on the Proxy Card)

    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 2024 Director Nominees” and in the director biographies found on pages 11 through 15 of this proxy statement. The Company’s corporate governance principles provide that the Board will be composed of members of diverse backgrounds, as the Company is committed to ensuring that the Board is composed of individuals whose backgrounds reflect the diversity represented by our associates, customers, shareholders and other key stakeholders. In addition, the charter of the Nominating & Governance Committee includes a commitment to have at least 50% of the Board be diverse and to provide that the initial pool of candidates for any Board vacancy shall consist of at least one woman and one person of color. 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. If all 10 director nominees are elected to serve as our directors, five of our directors will be women (including our independent Board Chair), three of our directors will be people of color and one of our directors will be a member of the LGBTQIA+ community. 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. In the event that 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. During the first half of 2023, the Company engaged a search firm to assist the Nominating & Governance Committee in identifying and evaluating potential directors. In line with the Board’s commitment to refreshment, self-evaluation and diversity, members of the Board met regularly with the search firm, vetted and interviewed a number of potential director candidates, and engaged with the Company’s shareholders. The search culminated in, based on the recommendations of the Nominating & Governance Committee, the appointment of three new independent directors in the first quarter of 2023.

  29. Corporate Governance

    | Fiscal 2023 Director Compensation |

  30. Corporate Governance

    | | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | Patricia Bellinger | 185,000 | 147,238 | | 332,238 | | Alessandro Bogliolo | 145,000 | 147,238 | | 292,238 | | Lucy Brady(4) | 128,393 | 182,792 | | 311,185 | | Francis Hondal | 150,000 | 147,238 | | 297,238 | | Thomas Kuhn(4) | 113,489 | 172,678 | | 286,167 | | Danielle Lee | 145,000 | 147,238 | | 292,238 | | Michael Morris | 195,000 | 147,238 | | 342,238 | | Sarah Nash | 250,000 | 245,383 | 11,151 | 506,534 | | Juan Rajlin | 145,000 | 147,238 | | 292,238 | | Stephen Steinour | 170,000 | 147,238 | | 317,238 | | J.K. Symancyk | 145,000 | 147,238 | | 292,238 | | Steven Voskuil(4) | 129,808 | 179,553 | | 309,361 |

  31. Fiscal 2023 Compensation Highlights

    | • | Our short-term cash incentive program payout continued to align with our financial and strategic performance. Consistent with our performance results during the Spring season that fell below performance thresholds, our NEOs received no short-term cash incentive program payout for the Spring season. The short-term cash incentive program for the Fall season paid out above target for our NEOs, reflective of stronger than anticipated net sales performance during the holiday season driven by product innovation and newness amplified by new marketing initiatives and continued benefits from our cost reduction initiatives. For fiscal 2024, the HCC Committee determined to add a second performance metric to our short-term cash incentive program – a new absolute net sales metric – in order to further align our compensation program with our business objectives and our growth strategy and further incent both top- and bottom-line performance. See “—Compensation for NEOs—Compensation Components—Short-term Performance-based Incentive Compensation” beginning on page 44 of this proxy statement for more details. |

  32. Fiscal 2023 Compensation Highlights

    | • | A significant portion of the long-term equity incentives granted to our NEOs in fiscal 2023 was granted subject to challenging performance metrics that were redesigned for fiscal 2023. As described in more detail beginning on page 47 of this proxy statement, we redesigned our PSU program in fiscal 2023 to align our NEOs’ compensation outcomes more closely with shareholder returns by, among other things, adding a new relative TSR metric (weighted 50%) to accompany the existing operating income margin metric (weighted 50%) that applies to our PSUs, each of which is measured over a cumulative three-year performance period. The relative TSR metric replaced the relative revenue growth metric that had historically been part of the program. In addition, we also added a “negative absolute TSR cap” to our 2023 PSUs that limits payout at the target performance level when our absolute TSR is negative over the performance period. We believe these rigorous performance metrics provide a balance of growth and profitability, support the strategic direction of the Company and ensure alignment with the interests of our shareholders. |

  33. Shareholder Engagement on Our Executive Compensation Program

    | WHAT WE HEARD | HOW WE RESPONDED | | Shareholders expressed concerns with the magnitude of the one-time RSU award to our Board Chair in fiscal 2022 (as previously disclosed in last year’s proxy statement) | • The HCC Committee committed not to make outsized awards to non-management directors in the future, including if the Company is faced with transformational periods and/or that director assumes a transitional/interim management role. • The Board approved Ms. Nash’s one-time grant in recognition of her unparalleled leadership and support during a transformational period for the Company, including leading the Company through multiple Chief Executive Officer transitions, taking decisive actions to control costs, providing critical oversight over and leading the successful settlement of the Company’s shareholder derivative lawsuits in fiscal 2021, and leading the process that culminated in the successful spin-off of Victoria’s Secret and positioning the Company as a profitable standalone company. | | Incentive compensation program should incorporate additional performance measures • Shareholders were critical of the relative revenue growth metric applicable to our PSUs • Shareholders expressed preferences for including an absolute net sales metric or a capital allocation or returns-based metric in our compensation program | • The 2023 PSU awards granted to our NEOs added a new relative TSR metric (compared to the S&P 500 Consumer Discretionary Distribution & Retail Index) to the existing operating income margin metric, each equally weighted, to align compensation outcomes more closely with shareholder returns. The relative TSR metric replaced the relative revenue growth metric that had historically been part of the program. • In addition, we added a “negative absolute TSR cap” to our 2023 PSUs which provides that if our absolute TSR is negative during the applicable performance period, the payout under the 2023 PSU awards is capped at 100% of target performance. • We added a new absolute net sales metric to our 2024 short-term cash incentive program to align with the Company’s business objectives and growth strategy. This enhanced program for fiscal 2024 incents our NEOs to achieve both top- and bottom-line performance. The metrics include absolute adjusted operating income (75% weighting) and absolute net sales (25% weighting). | | Enhance compensation peer group to include higher performing and/or more CPG peers • Shareholders raised concerns that our peer group included lower-performing, mall-based peer companies • The Company should consider including more CPG peer companies | • The HCC Committee made changes to our peer group for 2024 to add higher performing and more comparable peers by adding PVH Corp. and Tapestry, Inc. • We removed Burlington Stores, Inc. and Foot Locker, Inc. as members of our peer group for 2024. • Based on the Company’s remaining mall-based footprint (nearly one-half of our current store footprint) and five consumable goods peers, the HCC Committee believes the 2024 peer group closely aligns with the Company’s business model and merchandise focus and reflects companies that are similar in size and scope, and that compete with us for executive talent. We assess our peer group annually, which allows us to continue to monitor potential peer group changes and incorporate our shareholders’ feedback. |

  34. Shareholder Engagement on Our Executive Compensation Program

    | WHAT WE HEARD | HOW WE RESPONDED | | Enhance link between compensation program and total shareholder returns • Shareholders expressed a preference to link incentive compensation program to total shareholder return • Shareholders also indicated a preference for a higher percentage of long-term equity incentive compensation as part of the total pay mix | • The 2023 PSU awards granted to our NEOs included a relative TSR performance measure (with payout capped at target if our absolute TSR is negative) compared to companies in the S&P 500 Consumer Discretionary Distribution & Retail Index. • The HCC Committee enhanced the rigor of our Chief Executive Officer stock ownership guidelines by increasing the number of shares required to be owned from 5 times to 6 times base salary to further align our Chief Executive Officer’s interests with those of our shareholders over the long-term and better align with market best practice. • As part of the 2023 and 2024 annual compensation cycles, the HCC Committee did not increase the base salaries or short-term performance-based incentive compensation targets for our executive officers; rather, only increases in executive officer target long-term equity incentive compensation were approved, thereby enhancing the weighting of long-term equity compensation in the total pay mix. • In addition, the HCC Committee increased the proportion of our Chief Executive Officer’s long-term equity incentive compensation that is subject to performance-based conditions from 50% in fiscal 2023 to 60% in fiscal 2024. • We maintain robust compensation recoupment policies that provide for the recovery of incentive and severance compensation, including if an executive engages in certain misconduct or detrimental activities. | | Retention awards have been granted to NEOs in recent years, including in 2022 • Shareholders expressed concerns with the use of retention awards in recent years and the two-year performance period for the 2022 retention PSU awards • The cash-portion of the 2022 retention awards (approximately 50% of total awards) was only subject to time-based vesting conditions | • We have returned to our normal historical compensation practices following the appointment of Ms. Boswell as Chief Executive Officer, which has provided stability to our senior leadership team. • As a result, no additional retention awards have been made since 2022 and are not currently contemplated for our NEOs. • The 2022 retention awards were made to stabilize Company leadership, while still aligning their pay to performance in the context of a period of significant uncertainty and transition for the Company. • The retention awards were effective in retaining critical talent through the dynamic, transitional period for the Company, while at the same time ensuring that the awards appropriately incented our NEOs to maximize value to our shareholders during that period. |

  35. Executive Compensation Philosophy

    | COMPENSATION COMPONENT | OUR PRINCIPLES | | Pay Level | • Attract and retain superior 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. • Set Spring and Fall season goals that reflect the seasonal nature of our business and incent goal achievement in each season. • Create long-term shareholder value through regular achievement of short-term goals while pursuing our longer-term growth strategy. • Retain and incent high-performers through long-term equity incentive awards. |

  36. Executive Compensation Philosophy

    | What We Do: ✓ We align our NEO pay with 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 52 of this proxy statement. ✓ The HCC Committee has engaged 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. In fiscal 2023, we enhanced the rigor of our Chief Executive Officer stock ownership guidelines by increasing the number of shares required to be owned from 5 times to 6 times base salary to further align our Chief Executive Officer’s interests with those of our shareholders over the long-term and better align with market best practice. For a description of these guidelines, see the headings “—Compensation Governance—Executive Officer Stock Ownership Guidelines” and “Corporate Governance—Director Stock Ownership Guidelines” on pages 51 and 24, respectively, of this proxy statement. ✓ 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. 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”). × No hedging and short-selling of Company securities under our insider trading policy. × No pledging of Company stock without advance approval by our Chief Legal Officer. 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 non-Board member equity awards upon a change in control. × No payments of dividends on unearned awards. |

  37. Executive Compensation Philosophy

    Compensation Comparison We review our NEO compensation against publicly available data on executive compensation, including compensation paid by a group of peer companies, to evaluate the competitiveness of our compensation levels, establish an appropriate mix of our NEO compensation elements and ensure we are properly attracting, retaining and incenting highly talented executives who are critical to executing our strategy and business plan. The HCC Committee annually reviews and selects 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:

  38. Executive Compensation Philosophy

    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 in applying our pay philosophy and setting the pay of our NEOs. In light of shareholder feedback collected during fiscal 2023, the HCC Committee made changes to our Compensation Peer Group for 2024 to add higher performing and more comparable peers, including PVH Corp. and Tapestry, Inc. The HCC Committee also removed Foot Locker, Inc. and Burlington Stores, Inc. as lower-performing peers. The HCC Committee believes the 2024 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.

  39. Executive Compensation Philosophy

    | 2023 COMPENSATION PEER GROUP | PEER COMPANIES ADDED | PEER COMPANIES REMOVED | 2024 COMPENSATION PEER GROUP | | Abercrombie & Fitch Co. [ANF] | | | Abercrombie & Fitch Co. [ANF] | | American Eagle Outfitters, Inc. [AEO] | | | American Eagle Outfitters, Inc. [AEO] | | Burlington Stores, Inc. [BURL] | | | Coty Inc. [COTY] | | Coty Inc. [COTY] | | | DICK’s Sporting Goods, Inc. [DKS] | | DICK’s Sporting Goods, Inc. [DKS] | | | Gap Inc. [GPS] | | Foot Locker, Inc. [FL] | | | lululemon athletica inc. [LULU] | | Gap Inc. [GPS] | + PVH Corp. | X Burlington Stores, Inc. | Newell Brands Inc. [NWL] | | lululemon athletica inc. [LULU] | + Tapestry, Inc. | X Foot Locker, Inc. | PVH Corp. [PVH] | | Newell Brands Inc. [NWL] | | | Ralph Lauren Corporation [RL] | | Ralph Lauren Corporation [RL] | | | Sally Beauty Holdings, Inc. [SBH] | | Sally Beauty Holdings, Inc. [SBH] | | | Signet Jewelers Limited [SIG] | | Signet Jewelers Limited [SIG] | | | Tapestry, Inc. [TPR] | | The Estée Lauder Companies Inc. [EL] | | | The Estée Lauder Companies Inc. [EL] | | Tractor Supply Company [TSCO] | | | Tractor Supply Company [TSCO] | | Ulta Beauty, Inc. [ULTA] | | | Ulta Beauty, Inc. [ULTA] | | Victoria’s Secret & Co. [VSCO] | | | Victoria’s Secret & Co. [VSCO] | | Williams-Sonoma, Inc. [WSM] | | | Williams-Sonoma, Inc. [WSM] |

  40. Executive Compensation Philosophy

    In connection with the redesign of the PSU awards granted to our NEOs in the first half of fiscal 2023, the HCC Committee determined to use the companies included in the S&P 500 Consumer Discretionary & Retail Index as of the date of grant as the peer group to evaluate achievement of the newly-added relative TSR metric. For additional details regarding the 2023 PSUs and the applicable performance measures, see the disclosure under the heading “—Compensation for NEOs—Compensation Components—Long-term Equity Incentive Compensation—Performance Share Units” beginning on page 47 of this proxy statement.

  41. Compensation for NEOs

    The HCC Committee determined to hold base salaries for our NEOs flat again for fiscal 2024, when coupled with increases in NEO target long-term equity incentive compensation, in order to further enhance the weighting of our NEOs’ long-term equity incentive compensation as a percentage of their total pay mix. See the disclosure under the heading “—Long-term Equity Incentive Compensation” below for additional information. 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”). This compensation component focuses on achievement of six-month goals, reflecting our two selling seasons, with the Fall season weighted more heavily because of the importance of the holiday season to our profitability. The use of two six-month performance periods in our plan design reflects our belief that achievement of our short-term goals season after season creates long-term value for our shareholders. The pre-established, objective financial goal for fiscal 2023 was the Company’s absolute adjusted operating income. The HCC Committee used adjusted operating income because it is a performance measure over which executives can have significant impact and is also directly linked to the Company’s long-term growth plan and performance that drives shareholder value. The HCC Committee sets the adjusted operating income goals at the beginning of each six-month season based on an analysis of historical performance, the overall economic environment including financial results of other comparable businesses and progress toward achieving our strategic goals. The HCC Committee carefully considered the Spring and Fall season goals in order to ensure that our executives were properly incented in fiscal 2023, while at the same time incorporating a level of rigor that maintained a strong link between pay and performance in fiscal 2023. The HCC Committee approved the Spring and Fall season goals to reflect anticipated decreases in consumer spending primarily resulting from the continuation of normalization trends in the Company’s candle and sanitizer categories following our accelerated growth in these categories during 2020 and 2021, the impacts of our cost reduction initiatives, and other factors, including inflationary and deflationary impacts on our cost structure. In addition, to ensure a continued high level of rigor of the performance goals for the 2023 Fall season, the HCC Committee raised the threshold level of performance required to achieve any payout for the Fall season to 88% of target (compared to 82% of target for the 2022 Fall season) and the level of performance to achieve maximum payout for the 2023 Fall season to 117% of target (compared to 115% of target for the 2022 Fall season). The HCC Committee believes incentive goals for both seasons were set at challenging and meaningful levels. The table below shows the Spring and Fall season adjusted operating income goals required to earn short-term performance-based incentive compensation at target, along with the range of performance goals as a percentage of target for threshold and maximum payouts, and actual performance results achieved in fiscal 2023:

  42. Compensation for NEOs

    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. Due to our performance during the Spring Season, which was impacted by the challenging macroeconomic environment as well as continuing normalization of our candles and sanitizer categories, we did not meet the operating income threshold for any payout in the Spring season. Therefore, consistent with our pay-for-performance philosophy, no short-term performance-based incentive compensation was earned. In the Fall season, through the leadership of our NEOs, we achieved above-target results due to stronger than anticipated net sales performance during the holiday season driven by product innovation and newness amplified by new marketing initiatives and continued benefits from our cost reduction initiatives. The table below shows the short-term performance-based incentive compensation targets as a target percentage of base salary for each NEO during fiscal 2023. None of our NEOs received an increase in their target annual incentive compensation opportunities for fiscal 2023.

  43. Compensation for NEOs

    | NAMED EXECUTIVE OFFICER(1) | FISCAL 2023 TARGET ANNUAL INCENTIVE OPPORTUNITY | | Ms. Boswell | 190% | | Ms. Boratto | 120% | | Ms. Rosen | 160% | | Ms. Riley | 100% | | Mr. Wu | 100% |

  44. Compensation for NEOs

    | (1) In fiscal 2023, Ms. Arlin’s target annual incentive compensation opportunity was 115%, which was also unchanged from fiscal 2022. |

  45. Compensation for NEOs

    | NAMED EXECUTIVE OFFICER (1) | FISCAL 2023 TARGET INCENTIVE ($) | FISCAL 2023 SPRING INCENTIVE PAYOUT ($) | FISCAL 2023 FALL INCENTIVE PAYOUT ($) | TOTAL FISCAL 2023 PAYOUT ($) | PERCENT OF FISCAL 2023 TARGET (%) | | Ms. Boswell | 2,850,000 | 0 | 2,547,900 | 2,547,900 | 89.4% | | Ms. Boratto (2) | 612,000 | N/A | 911,880 | 911,880 | 149.0% | | Ms. Rosen | 1,600,000 | 0 | 1,430,400 | 1,430,400 | 89.4% | | Ms. Riley | 800,000 | 0 | 715,200 | 715,200 | 89.4% | | Mr. Wu | 725,000 | 0 | 648,150 | 648,150 | 89.4% |

  46. Compensation for NEOs

    | (1) Ms. Arlin’s employment with the Company ceased on July 29, 2023. She received no fiscal 2023 Spring season incentive payout and received $822,480 for the fiscal 2023 Fall season incentive payout pursuant to the terms of her existing agreement with the Company. |

  47. Compensation for NEOs

    | (2) Ms. Boratto commenced employment with the Company on July 31, 2023, and was therefore ineligible for the fiscal 2023 Spring season incentive program. The “Percent of Fiscal 2023 Target” percentage reflects the percentage earned for the fiscal 2023 Fall season only; had Ms. Boratto been employed during the entire fiscal 2023 Spring season, her “Percent of Fiscal 2023 Target” percentage would align with the percentages of the other NEOs. |

  48. Compensation for NEOs

    | Our Fiscal 2023 Long-term Equity Incentive Compensation Design |

  49. Compensation for NEOs

    | Performance Share Units • 3-year performance period • Weighted 50% operating income margin; 50% relative TSR (relative TSR new metric for fiscal 2023) • Includes “negative absolute TSR cap” | 2023 Long-term Equity Incentive Mix | Restricted Share Units • 3-year vesting period • Vest 30% one year from the grant date; 30% two years from the grant date; and 40% three years from the grant date |

  50. Compensation for NEOs

    | The HCC Committee increased the proportion of our Chief Executive Officer’s long-term equity incentive compensation that is subject to performance-based conditions from 50% in fiscal 2023 to 60% in fiscal 2024, thereby enhancing the weighting of performance-based compensation for our Chief Executive Officer. |

  51. Compensation for NEOs

    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 a significant emphasis on the PSU component of our long-term equity incentive program for our NEOs. For fiscal 2023, 50% of our NEOs’ (other than Ms. Boratto’s, who was not an associate at the time of the annual stock grant) long-term equity incentives were granted in the form of “at-risk” PSUs. See “—Restricted Share Units” below for a discussion of Ms. Boratto’s 2023 long-term equity incentive award. Ms. Arlin did not receive any long-term equity incentive awards in fiscal 2023 due to her announced departure from the Company in July 2023. We redesigned our annual PSU program for 2023 to add a new relative TSR metric. The relative TSR metric replaced the relative revenue growth metric that historically applied to our annual grants of PSUs. As a result, our NEOs’ annual 2023 PSU awards are subject to two equally weighted performance metrics: (i) cumulative operating income as a percentage of cumulative net sales (operating income margin) and (ii) relative TSR assessed against the companies listed in the S&P 500 Consumer Discretionary Distribution & Retail Index as of the date of grant. The HCC Committee selected this peer group 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. In addition, the HCC Committee also added a “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 redesigned annual PSU program for 2023 also includes modified threshold, target and maximum average operating income margin percentages of 16%, 18% and 20%, respectively. 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. Based on the anticipated significant pressures on the Company’s margins in the near-term, including as a result of the inflationary environment and the significant investments the Company planned to make to transform its business during the PSU performance period, the HCC Committee approved the narrower average operating income margin range for the 2023 PSUs. Nonetheless, the HCC Committee believes that the performance targets for 2023 are rigorous and align payouts with significant value creation for our shareholders. 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 2023 annual PSU program awards was raised to 200% compared to 150% for the 2021 and 2022 annual PSU programs. The HCC Committee believes the redesigned PSU program for 2023 is directly responsive to the feedback we received from our shareholders and further aligns our NEOs’ interests with those of our shareholders. Specifically, the HCC Committee believes that operating income margin continues to provide a direct link between our NEOs’ compensation and the importance of growing and maintaining our operating income margin as part of the Company’s strategic initiatives. The HCC Committee added the relative TSR metric for fiscal 2023 based on the prevalence of the metric in peer companies’ long-term incentive programs, the importance of further aligning our NEOs’ pay outcomes with shareholder value creation and input received from our shareholders. Performance for awards granted in fiscal 2023 will be evaluated based on performance over a three-year performance period, starting with fiscal 2023 through the end of fiscal 2025. The specific targets are as follows:

  52. Compensation for NEOs

    | | PAYOUT PERCENTAGE(1) | 3-YEAR OPERATING INCOME MARGIN (50% WEIGHTING) | 3-YEAR RELATIVE TOTAL SHAREHOLDER RETURN (50% WEIGHTING) | | Threshold | 50% | 16% | 30th Percentile | | Target | 100% | 18% | 50th Percentile | | Maximum | 200% | 20% | 90th Percentile |

  53. Compensation for NEOs

    | (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. |

  54. Compensation for NEOs

    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 2023 will vest in May 2026, subject generally to the executive’s continued employment through such date. 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. Ms. Boratto, who joined the Company in July of 2023, did not participate in the Company’s annual 2023 long-term equity incentive program. Instead, and to induce Ms. Boratto to join the Company and replace certain unvested compensation that she was forfeiting by joining the Company, she received a one-time award of RSUs with a grant date value of approximately $2.0 million as part of her hiring incentive. The HCC Committee approved Ms. Boratto’s award in the form of RSUs because she joined the Company approximately eight months after the performance period for the Company’s 2023 PSU program had commenced. The RSU award is designed to establish and build Ms. Boratto’s ownership interest in Company stock and to immediately align a significant portion of her compensation with the long-term interests of our shareholders. The terms of Ms. Boratto’s sign-on RSUs are consistent with the terms and vesting schedule of the 2023 RSUs granted to Mses. Boswell, Rosen and Riley and Mr. Wu as part of the annual 2023 long-term equity incentive program. Beginning with Ms. Boratto’s fiscal 2024 long-term incentive awards, her annual grant provided for 50% PSUs and 50% RSUs, consistent with the awards granted to our other NEOs (other than Ms. Boswell). Below is a summary of long-term equity incentive compensation, including PSUs and RSUs, awarded to our NEOs during fiscal 2023.

  55. Compensation for NEOs

    | NAMED EXECUTIVE OFFICER | TARGET VALUE OF ANNUAL PSU AWARD ($) | VALUE OF TIME-VESTED RSU AWARD ($) | TOTAL EQUITY VALUE OF AWARD(S) ($) | | Ms. Boswell | 3,744,891 | 3,589,009 | 7,333,900 | | Ms. Boratto | N/A | 1,913,900(1) | 1,913,900(1) | | Ms. Rosen | 998,608 | 957,093 | 1,955,701 | | Ms. Riley | 798,916 | 765,646 | 1,564,562 | | Mr. Wu | 723,994 | 693,880 | 1,417,874 |

  56. Compensation for NEOs

    | (1) The RSU award represents a sign-on award for Ms. Boratto, who did not receive an annual award for fiscal 2023 since she was not a Company associate at the time the annual long-term equity incentive awards were granted to the NEOs. |

  57. Compensation Governance

    | • | Analyzing the competitiveness of our executive pay, including benchmarking base salaries, short-term incentive design, long-term incentive design and executive perquisites; |

  58. Compensation Governance

    | • | Reviewing and benchmarking the structure of our Board compensation; |

  59. Compensation Governance

    | • | Assisting in the selection of our peer groups; and |

  60. Compensation Governance

    In addition to the services provided at the request of the HCC Committee, management, with the knowledge of the HCC Committee, has engaged Willis Towers Watson to provide a call center tracking system for which the Company pays quarterly software usage fees (provided by a separate division of Willis Towers Watson). The HCC Committee did not participate in management’s decision to engage Willis Towers Watson for this service. For fiscal 2023, the fees for services provided by Willis Towers Watson to management were less than $120,000. The HCC Committee has determined that the provision of these limited services by Willis Towers Watson to management is not material and does not impair the independence and objectivity of advice provided to or otherwise raise any conflict of interest for the HCC Committee on executive compensation matters. The HCC Committee reviews and approves the provision of additional services by Willis Towers Watson to the Company and evaluates the performance and independence of Willis Towers Watson, specifically considering independence factors identified by NYSE rules. This evaluation includes a review of written representations from Willis Towers Watson confirming its independence. Based on the HCC Committee’s evaluation, it believes that there are no conflicts of interest that could impair Willis Towers Watson’s ability to provide independent, objective advice to the HCC Committee regarding executive compensation matters. Compensation Risk Assessment On an annual basis, the HCC Committee, in consultation with its independent compensation consultant, considers the risks to our business associated with our compensation policies and practices for the purpose of determining whether any risks arising from those policies and practices are reasonably likely to have a material adverse effect on the Company. The HCC Committee determined that the Company’s compensation structure includes mitigating factors such as a mix of pay that is balanced between long- and short-term, fixed and variable payouts under the 2020 Plan and the Cash Incentive Plan (and their respective predecessor plans), robust clawback policies and robust executive stock ownership guidelines. Based on these features, we believe our executive compensation program effectively (i) ensures that our compensation program does not encourage excessive risk taking, (ii) keeps our NEOs focused on the creation of long-term, sustainable value for our shareholders and (iii) provides competitive and appropriate levels of compensation over time. Executive Stock Ownership Guidelines The HCC Committee encourages and mandates Company common stock ownership by our NEOs through stock ownership guidelines that promote a long-term focus on stock performance, discourage inappropriate risk-taking and further align the interests of our NEOs with those of our shareholders. Stock ownership guidelines can be met through direct ownership of common stock and indirect ownership through both grants of stock-based awards under our stock incentive plans and common stock held through Company benefit plans. PSUs that remain subject to performance-based vesting requirements and unexercised stock options do not count toward ownership under our stock ownership guidelines. To ensure continued alignment between our Chief Executive Officer’s interests and those of our shareholders over the long-term and to better align with market best practice, we enhanced the rigor of our Chief Executive Officer stock ownership guidelines in 2023.

  61. Compensation Governance

    | 2023 Summary Compensation Table |

  62. Compensation Governance

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($)(1) | STOCK AWARDS ($)(2) | OPTION AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMPENSATION EARNINGS ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL ($) | | Gina Boswell Chief Executive Officer | 2023 | 1,500,000 | 0 | 7,333,900 | 0 | 2,547,900 | 0 | 312,713 | 11,694,513 | | | 2022 | 213,462 | 1,500,000 | 3,853,024 | 0 | 1,080,964 | 0 | 261,541 | 6,908,991 | | Eva Boratto Chief Financial Officer | 2023 | 408,654 | 500,000 | 1,913,900 | 0 | 911,880 | 0 | 81,238 | 3,815,672 | | Julie Rosen President, Retail | 2023 | 1,000,000 | 600,000 | 1,955,701 | 0 | 1,430,400 | 0 | 30,603 | 5,016,704 | | | 2022 | 969,231 | 1,400,000 | 3,508,347 | 0 | 1,872,000 | 0 | 40,930 | 7,790,508 | | | 2021 | 866,153 | 0 | 1,169,319 | 271,987 | 1,804,102 | 0 | 21,018 | 4,132,579 | | Deon Riley Chief Human Resources Officer | 2023 | 800,000 | 360,000 | 1,564,562 | 0 | 715,200 | 0 | 47,406 | 3,487,168 | | | 2022 | 792,308 | 1,090,000 | 2,488,354 | 0 | 936,000 | 0 | 553,477 | 5,860,139 | | | 2021 | 758,077 | 1,750,000 | 1,052,655 | 231,194 | 1,096,346 | 0 | 41,189 | 4,929,461 | | Michael Wu Chief Legal Officer and Corporate Secretary | 2023 | 725,000 | 326,250 | 1,417,874 | 0 | 648,150 | 0 | 34,559 | 3,151,833 | | | 2022 | 715,385 | 761,250 | 2,180,189 | 0 | 848,250 | 0 | 645,765 | 5,150,839 | | Wendy Arlin Former Chief Financial Officer | 2023 | 415,385 | 360,000 | 0 | 0 | 822,480 | 0 | 1,676,305 | 3,274,170 | | | 2022 | 790,385 | 1,088,000 | 2,392,464 | 0 | 1,076,400 | 0 | 43,392 | 5,390,641 | | | 2021 | 712,884 | 496,000 | 1,858,830 | 0 | 1,143,775 | 20,777 | 56,044 | 4,288,310 |

  63. Compensation Governance

    | (4) The Company does not sponsor a defined benefit retirement plan (tax-qualified or non-qualified). The Company’s non-qualified deferred compensation plan was terminated in fiscal 2020, and Ms. Arlin’s balance was distributed in July of 2021. |

  64. Compensation Governance

    | Grants of Plan-based Awards for Fiscal 2023 |

  65. Compensation Governance

    | Outstanding Equity Awards at Fiscal Year-end 2023 |

  66. Compensation Governance

    | Option Exercises and Stock Vested Information for Fiscal 2023 |

  67. Compensation Governance

    | Potential Payments Upon Termination or Change in Control |

  68. 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:

  69. 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; |

  70. 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; |

  71. 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 |

  72. 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. |

  73. 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) within 24 months of the Change in Control (“double trigger” vesting).

  74. No Tax Gross-up

    | 2023 Pay Ratio Disclosure |

  75. 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 2023:

  76. Pay Ratio

    | • | the median of the annual total compensation of all our associates (except our Chief Executive Officer) was $9,834; |

  77. Pay Ratio

    | • | the annual total compensation of our Chief Executive Officer was $11,694,513; and |

  78. Pay Ratio

    | • | the ratio of these two amounts is 1,189 to 1. |

  79. Pay Ratio

    We believe that this ratio is calculated in a manner consistent with the requirements of the Pay Ratio Rule.

  80. Determination of Annual Total Compensation of Our Median Associate and Our Chief Executive Officer

    | 2023 Pay Versus Performance Disclosure |

  81. Determination of Annual Total Compensation of Our Median Associate and Our Chief Executive Officer

    | | BOSWELL (1) | | NASH (1) | | MESLOW (1) | | WEXNER (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) | | 2023 | 11,694,513 | 12,796,859 | N/A | N/A | N/A | N/A | N/A | N/A | | 2022 | 6,908,991 | 7,029,815 | 22,795,013 | 21,646,899 | 9,467,439 | (115,380,126) | N/A | N/A | | 2021 | N/A | N/A | N/A | N/A | 17,668,627 | 90,562,269 | N/A | N/A | | 2020 | N/A | N/A | N/A | N/A | 18,494,939 | 56,713,648 | 1,554,209 | (1,902,884) |

  82. Determination of Annual Total Compensation of Our Median Associate and Our Chief Executive Officer

    | | 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 $100 INVESTMENT BASED ON: | | | | | YEAR | | | TOTAL SHAREHOLDER RETURN ($) (4) | PEER GROUP TOTAL SHAREHOLDER RETURN ($) (4) | NET INCOME ($M) | ADJUSTED OPERATING INCOME ($M) (5) | | 2023 | 3,749,110 | 2,984,218 | 246.71 | 174.14 | 878 | 1,285 | | 2022 | 6,048,032 | 5,371,173 | 248.05 | 123.99 | 800 | 1,376 | | 2021 | 5,340,605 | 6,947,481 | 297.58 | 149.72 | 1,333 | 2,019 | | 2020 | 3,550,502 | 3,936,298 | 178.17 | 141.39 | 844 | 1,634 |

  83. Determination of Annual Total Compensation of Our Median Associate and Our Chief Executive Officer

    | (2) The “compensation actually paid” (“CAP”) for the PEOs and average CAP for the Company’s non-PEO NEOs in each of fiscal 2023, 2022, 2021 and 2020 reflect such individuals’ “Total Compensation” for the applicable year (as reported in the Summary Compensation Table for such year), as reflected in the table above, adjusted as set forth in the table below in accordance with Commission rules. The dollar amounts of CAP reflected in the table above 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 2023, see “—Compensation Discussion and Analysis” above. |