DEF 14A of Bath & Body Works, Inc.
Filed Apr 25, 2025 · FY20240001193125-25-096853
Election of Directors
Election of Directors Our Board is elected annually by our shareholders and currently has ten members. Each director is, and throughout his or her service during fiscal 2024 was, independent in accordance with applicable New York Stock Exchange (“NYSE”) standards other than Gina Boswell, our Chief Executive Officer.
Election of Directors
| The Board’s 2025 Director Nominees |
Election of Directors
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 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. The tables below summarize the skills, qualifications and attributes of our director nominees.
Election of Directors
| Qualifications and Skills |
Election of Directors
| Qualifications / Skills | | | | | | | | | | | | 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 | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | ∎ | ∎ | | Sustainability - Expertise in sustainability | ∎ | ∎ | ∎ | | ∎ | ∎ | ∎ | ∎ | ∎ | |
Election of Directors
| A Broadly Representative Board |
Election of Directors
Each of the ten individuals nominated for election to the Board would hold office until our 2026 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. 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.
Election of Directors
| Board Nominees |
Election of Directors
| Age: 60 Director since: 2022 Committees: • Human Capital & Compensation • Nominating & Governance | Alessandro Bogliolo | INDEPENDENT DIRECTOR | | | 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. 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. | |
Election of Directors
| Age: 62 Director since: 2022 | Gina R. Boswell | CHIEF EXECUTIVE OFFICER | | | Career Highlights • Chief Executive Officer of the Company since December 2022 • Senior executive roles with Unilever PLC (“Unilever”), a global food, personal care and household products company, including President, US Customer Development (2017 to 2019); General Manager, U.K. and Ireland (2015 to 2017); and Executive Vice President, Personal Care (2011 to 2015) • President, Global Brands (2008 to 2011) with Alberto-Culver Company, overseeing marketing, research and development, consumer insights and packaging for numerous hair and skin care brands, until its acquisition by Unilever • Prior to joining Alberto-Culver, Ms. Boswell held the role of Chief Operating Officer of Avon North America and senior positions at Ford Motor Company and The Estée Lauder Companies Inc. • Member of the board of trustees of Yale University Prior Public Company Boards • ManpowerGroup Inc. (2007 to 2022) • Wolverine World Wide, Inc. (2013 to 2022) • ACCO Brands Corporation (2022) Education Ms. Boswell is a summa cum laude graduate of Boston University and has an M.B.A. from Yale University. Key Qualifications 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. | |
Election of Directors
| Age: 55 Director since: 2023 Committees: • Human Capital & Compensation • Nominating & Governance | Lucy O. Brady | INDEPENDENT DIRECTOR | | | 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. 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. | |
Election of Directors
| Age: 60 Director since: 2021 Committees: • Audit • Human Capital & Compensation | Francis A. Hondal | INDEPENDENT DIRECTOR | | | 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. Key Qualifications Ms. Hondal’s nomination is supported by her extensive consumer marketing, finance, loyalty and international general management experience. She was a member of Mastercard’s management committee and, in that role, 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. At Mastercard, Ms. Hondal was also responsible for innovative new product development, strategic partnerships and data services via direct and partners’ marketing channels. | |
Election of Directors
| Age: 49 Director since: 2021 Committees: • Human Capital & Compensation • Nominating & Governance | Danielle M. Lee | INDEPENDENT DIRECTOR | | | 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. 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. | |
Election of Directors
| Age: 71 Director since: 2019 Board Chair | Sarah E. Nash | INDEPENDENT CHAIR OF THE BOARD | | | Career Highlights • Independent Chair of the Company’s Board of Directors (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 Current and Former Public Company Boards • Blackbaud, Inc., since 2010 • 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. 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. | |
Election of Directors
| Age: 50 Director since: 2022 Committees: • Audit • Nominating & Governance | Juan Rajlin | INDEPENDENT DIRECTOR | | | 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. 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. | |
Election of Directors
| Age: 66 Director since: 2014 Committees: • Audit • Human Capital & Compensation | Stephen D. Steinour | INDEPENDENT DIRECTOR | | | 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 of Directors (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 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 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. Key Qualifications Mr. Steinour’s nomination is supported by his extensive executive experience, financial expertise and service on several public company boards of directors. | |
Election of Directors
| Age: 53 Director since: 2021 Committees: • Audit • Nominating & Governance | J.K. Symancyk | INDEPENDENT DIRECTOR | | | 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. 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. | |
Election of Directors
| Age: 56 Director since: 2023 Committees: • Audit • Human Capital & Compensation | Steven E. Voskuil | INDEPENDENT DIRECTOR | | | 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. 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. | |
Election of Directors
WE RECOMMEND THAT YOU VOTE “FOR” THE ELECTION OF EACH NOMINEE TO OUR BOARD OF DIRECTORS.
Election of Directors
| Director Independence |
Election of Directors
The Board has determined that each of the individuals nominated to serve on the Board (except for Ms. Boswell, our Chief Executive Officer) 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. The Board also determined that each of Patricia Bellinger and Michael Morris, who retired from the Board effective on June 27, 2024, and Thomas Kuhn, who resigned from the Board effective on April 20, 2024, was “independent” in accordance with applicable NYSE standards during the time each such person served on the Board during fiscal 2024. If all director nominees are elected to serve as our directors at our 2025 annual meeting, independent directors will continue to 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 restricted stock units (“RSUs”) to Ms. Nash on March 10, 2022, that vested 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.
Election of Directors
| Board Refreshment and Selection of Director Nominees |
Election of Directors
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.
Election of Directors
| The Board has in place a robust refreshment process. If all nominees are elected to serve as directors at the 2025 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 4.2 years. |
Election of Directors
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 2025 Director Nominees” and in the director biographies found on pages 5 through 16 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. 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.
Corporate Governance
| Fiscal 2024 Director Compensation |
Corporate Governance
| | FEES EARNED OR PAID IN CASH(1) | STOCK AWARDS ($)(2) | TOTAL ($) | | Bellinger, Patricia(3) | $73,695 | $0 | $73,695 | | Bogliolo, Alessandro | $157,033 | $147,033 | $304,066 | | Brady, Lucy | $145,000 | $147,033 | $292,033 | | Hondal, Francis | $165,041 | $147,033 | $312,074 | | Kuhn, Thomas J.(3) | $30,675 | $0 | $30,675 | | Lee, Danielle | $145,000 | $147,033 | $292,033 | | Morris, Michael(3) | $77,679 | $0 | $77,679 | | Nash, Sarah | $250,000 | $245,030 | $495,030 | | Rajlin, Juan | $145,000 | $147,033 | $292,033 | | Steinour, Stephen | $157,967 | $147,033 | $305,000 | | Symancyk, J.K. | $145,000 | $147,033 | $292,033 | | Voskuil, Steve | $165,041 | $147,033 | $312,074 |
Fiscal 2024 Compensation Highlights
| • | Our short-term cash incentive program payout continued to align with our financial and strategic performance. To more appropriately balance top and bottom line focus, the HCC Committee revised our short-term cash incentive program for fiscal 2024 to include a new absolute net sales metric (weighted 25%), with absolute adjusted operating income (weighted 75%) continuing to serve as the primary performance metric. The short-term cash incentive program for the Spring season paid out above target for our NEOs, with absolute net sales performing below target and operating income performing above target. The short-term cash incentive program for the Fall season paid out below target for our NEOs, with both absolute net sales and operating income performing below target. Overall, short-term cash incentive payout for the year was slightly below target for the NEOs. Sales were impacted significantly by a choppier macro environment than anticipated affecting our business and customership, and by international markets being affected by war in the Middle East. These payouts for 2024 reflect the direct linkage between our NEOs’ incentive pay and company performance. See “—Compensation for NEOs—Compensation Components—Short-term Performance-based Incentive Compensation” beginning on page 39 of this proxy statement for more details. |
Fiscal 2024 Compensation Highlights
| • | A significant portion of the long-term equity incentives granted to our NEOs in fiscal 2024 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) 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. 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 provide a balance of growth and profitability, support the strategic direction of the Company and ensure alignment with the interests of our shareholders. |
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. • For fiscal 2024, 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- 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 Philosophy
| 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 47 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. 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 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 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. |
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. 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:
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 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 2024 Compensation Peer Group and determined that no change would be made to that group for 2025. The HCC Committee believes the 2025 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.
Executive Compensation Philosophy
| 2024 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] | | 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 for NEOs
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”). In fiscal 2024, the Cash Incentive Plan focused 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 HCC Committee revised our short-term cash incentive program for fiscal 2024 to include a new absolute net sales metric (weighted 25%), with absolute adjusted operating income (weighted 75%) continuing to serve as the primary performance metric. The HCC Committee incorporated the new absolute net sales metric for the fiscal 2024 short-term cash incentive program based on the importance of returning to net sales growth as part of the Company’s strategic initiatives, the desire to balance top- and bottom-line performance in the program, the prevalence of the metric in peer companies’ short-term cash incentive programs and the ability of our associates to directly impact performance against the metric. The HCC Committee carefully considered the Spring and Fall season goals to ensure that our executives were properly incentivized in fiscal 2024, while at the same time incorporating a level of rigor that maintained a strong link between pay and performance. The HCC Committee believes incentive goals for both seasons were set at challenging and meaningful levels. The charts below show the Spring and Fall season adjusted operating income and net sales 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 2024: 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 weighted 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 2024. None of our NEOs received an increase in their target annual incentive compensation opportunities for fiscal 2024 from fiscal 2023. The HCC Committee determined not to increase the short-term performance-based incentive compensation targets for NEOs to enhance the weighting of our NEO’s long-term equity incentive compensation as a percentage of their total pay mix. See the disclosure under the heading “—Long-term Equity Incentive Compensation” on page 42 of this proxy statement for additional information.
Compensation for NEOs
| NAMED EXECUTIVE OFFICER(1) | FISCAL 2024 TARGET ANNUAL INCENTIVE OPPORTUNITY | | Ms. Boswell | 190% | | Ms. Boratto | 120% | | Mr. Wu | 100% | | Mr. Mazurek | 100% | | Ms. Riley | 100% |
Compensation for NEOs
| (1) In fiscal 2024, Ms. Rosen’s target annual incentive compensation opportunity was 160%, which was also unchanged from fiscal 2023. |
Compensation for NEOs
| NAMED EXECUTIVE OFFICER(1) | FISCAL 2024 TARGET INCENTIVE ($) | FISCAL 2024 SPRING INCENTIVE PAYOUT ($) | FISCAL 2024 FALL INCENTIVE PAYOUT ($) | FISCAL 2024 TOTAL PAYOUT ($) | PERCENT OF FISCAL 2024 TARGET (%) | | Ms. Boswell | 2,850,000 | 1,249,440 | 1,590,300 | 2,839,740 | 99.6% | | Ms. Boratto | 1,020,000 | 447,168 | 569,160 | 1,016,328 | 99.6% | | Mr. Wu | 725,000 | 317,840 | 404,550 | 722,390 | 99.6% | | Mr. Mazurek | 700,000 | 306,880 | 390,600 | 697,480 | 99.6% | | Ms. Riley | 800,000 | 350,720 | 446,400 | 797,120 | 99.6% |
Compensation for NEOs
| (1) Ms. Rosen’s employment with the Company ceased on October 22, 2024. She received $701,440 for the fiscal 2024 Spring season incentive payout and received $392,440 for the fiscal 2024 Fall season incentive payout reflecting a pro-rated amount for the season she was terminated pursuant to the terms of her existing agreement with the Company. |
Compensation for NEOs
| Our Fiscal 2024 Long-term Equity Incentive Compensation Design |
Compensation for NEOs
| 2024 Long-term Equity Incentive Mix for the Chief Executive Officer Performance Share Units • 3-year performance period • Weighted 50% operating income margin; 50% relative TSR • Includes “negative absolute TSR cap” | 2024 Long-term Equity Incentive Mix for NEOs other than the Chief Executive Officer 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 |
Compensation for NEOs
| Beginning in fiscal year 2024, the proportion of our Chief Executive Officer’s long-term equity incentive compensation that is subject to performance-based conditions was increased to 60%, thereby enhancing the alignment of our Chief Executive Officer’s long-term incentives with the company’s performance. |
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 2024, 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 2024 PSU awards are subject to two equally weighted performance metrics:
Compensation for NEOs
| • | Relative TSR assessed against the companies listed in the S&P 500 Consumer Discretionary Distribution & Retail Index as of the date of grant. |
Compensation for NEOs
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 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 2024 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 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 relative TSR metric for fiscal 2024 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 2024 will be evaluated based on performance over a three-year performance period, starting with fiscal 2024 through the end of fiscal 2026. The specific targets are as set forth in the chart below:
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. |
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 2024 will vest in March 2027, 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. 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 2024 as reported in the summary compensation table found on page 49 of this proxy statement.
Compensation for NEOs
| NAMED EXECUTIVE OFFICER(1) | VALUE OF TIME-VESTED RSU AWARD ($) | TARGET VALUE OF ANNUAL PSU AWARD ($) | TOTAL EQUITY VALUE OF AWARD(S) ($) | | Ms. Boswell | 3,069,987 | 5,056,177 | 8,126,164 | | Ms. Boratto | 1,327,506 | 1,457,431 | 2,784,937 | | Mr. Wu | 741,946 | 814,547 | 1,556,493 | | Mr. Mazurek | 716,374 | 786,469 | 1,502,843 | | Ms. Riley | 818,663 | 898,877 | 1,717,540 |
Compensation for NEOs
| (1) In fiscal 2024, Ms. Rosen’s Value of Time-Vested RSU’s was $1,023,329 and Target Value of Annual PSU was $1,123,596; with a total annual grant of $2,146,925. |
Compensation for NEOs
Payout of 2021 Annual Award PSUs The annual PSUs that were granted in March 2021 to our named executive officers at that time (which included Mses. Rosen and Riley) vested in 2024. Performance was evaluated based on a scale, and payout was interpolated between threshold, target and maximum levels as set forth below.
Compensation for NEOs
| | TARGET FY21 PSU AWARDED (#) | ACTUAL FY21 PSU EARNED (#) | | Ms. Rosen | 10,279 | 10,587 | | Ms. Riley | 8,738 | 9,000 |
Compensation for NEOs
Payout of 2022 Retention PSUs The retention PSUs that were granted to Messrs. Wu and Mazurek and Mses. Rosen and Riley in May of 2022 to ensure our leadership remained focused on performance and facilitated a seamless CEO transition period vested in 2024. Performance was evaluated based on a scale, and payout was interpolated between threshold, target and maximum levels as set forth below. There are currently no other outstanding retention awards or programs, and the Company does not anticipate making any such awards at this time.
Compensation for NEOs
| | TARGET RETENTION PSU AWARDED (#) | ACTUAL RETENTION PSU EARNED (#) | | Mr. Wu | 22,765 | 15,253 | | Mr. Mazurek | 18,055 | 12,097 | | Ms. Rosen | 41,867 | 28,051 | | Ms. Riley | 25,120 | 16,830 |
Compensation Governance
| • | Analyzing the competitiveness of our executive pay, including benchmarking base salaries, short-term incentive design, long-term incentive design and executive perquisites; |
Compensation Governance
| • | Reviewing and benchmarking the structure of our Board compensation; |
Compensation Governance
| • | Assisting in the selection of our peer groups; and |
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 2024, 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.
Compensation Governance
| • | 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. |
Compensation Governance
| • | 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). |
Compensation Governance
| • | 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. |
Compensation Governance
| • | 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. |
Compensation Governance
| 2024 Summary Compensation Table |
Compensation Governance
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($)(1) | STOCK AWARDS ($)(2) | OPTION AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMPENSATION EARNINGS ($) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | Gina Boswell Chief Executive Officer | 2024 | 1,500,000 | 0 | 8,126,164 | 0 | 2,839,740 | 0 | 104,389 | 12,570,293 | | | 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 | 2024 | 850,000 | 500,000 | 2,784,937 | 0 | 1,016,328 | 0 | 150,971 | 5,302,236 | | | 2023 | 408,654 | 500,000 | 1,913,900 | 0 | 911,880 | 0 | 81,238 | 3,815,672 | | Michael Wu Chief Legal Officer and Corporate Secretary | 2024 | 725,000 | 0 | 1,556,493 | 0 | 722,390 | 0 | 33,113 | 3,036,996 | | | 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 | | Thomas Mazurek Chief Supply Chain Officer | 2024 | 700,000 | 0 | 1,502,843 | 0 | 697,480 | 0 | 25,931 | 2,926,254 | | Julie Rosen Former President, Retail | 2024 | 757,692(5) | 0 | 2,146,925 | 0 | 1,093,880 | 0 | 2,073,009 | 6,071,506 | | | 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 | | Deon Riley(6) Former Chief Human Resources Officer | 2024 | 800,000 | 0 | 1,717,540 | 0 | 797,120 | 0 | 39,236 | 3,353,896 | | | 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 |
Compensation Governance
| Grants of Plan-based Awards for Fiscal 2024 |
Compensation Governance
| Outstanding Equity Awards at Fiscal Year-end 2024 |
Compensation Governance
| Option Exercises and Stock Vested Information for Fiscal 2024 |
Compensation Governance
| Potential Payments Upon Termination or Change in Control |
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 |
Payments Upon a Termination in Connection with a Change in Control
| 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) within 24 months of the Change in Control (“double trigger” vesting).
No Tax Gross-up
| 2024 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 2024:
Pay Ratio
| • | the median of the annual total compensation of all our associates (except our Chief Executive Officer) was $9,733.36. |
Pay Ratio
| • | the annual total compensation of our Chief Executive Officer was $12,570,293; and |
Pay Ratio
| • | the ratio of these two amounts is 1,291 to 1. |
Pay Ratio
We believe that this ratio is calculated in a manner consistent with the requirements of the Pay Ratio Rule.
Determination of Annual Total Compensation of Our Median Associate and Our Chief Executive Officer
| 2024 Pay Versus Performance Disclosure |
Determination of Annual Total Compensation of Our Median Associate and Our Chief Executive Officer
| | BOSWELL (1) | | NASH (1) | | MESLOW (1) | | WEXNER (1) | | | YEAR | SUMMARY COMPENSATION TABLE “SCT” TOTAL FOR PEO ($) | 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 ($) (2) | | 2024 | 12,570,293 | 8,575,701 | N/A | N/A | N/A | N/A | N/A | N/A | | 2023 | 11,694,513 | 12,796,859 | N/A | N/A | N/A | N/A | N/A | N/A | | 2022 | 6,908,991 | 7,029,815 | 22,795,013 | 21,646,899 | 9,467,439 | (115,380,126) | N/A | N/A | | 2021 | N/A | N/A | N/A | N/A | 17,668,627 | 90,562,269 | N/A | N/A | | 2020 | N/A | N/A | N/A | N/A | 18,494,939 | 56,713,648 | 1,554,209 | (1,902,884) |
Determination of Annual Total Compensation of Our Median Associate and Our Chief Executive Officer
| | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($) (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) | | 2024 | 4,138,178 | 2,506,748 | 218.10 | 227.91 | 798 | 1,266 | | 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 |
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 2024, 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 on the previous page of this proxy statement, adjusted as set forth in the table below 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 2024, see “—Compensation Discussion and Analysis” beginning on page 32 of this proxy statement. |