DEF 14A of Torrid Holdings Inc., Apr 20, 2026

DEF 14A of Torrid Holdings Inc.

Filed Apr 20, 2026 · FY20250001792781-26-000021

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS A plurality of the votes cast by the shares of common stock present in person or represented by proxy at the meeting and entitled to vote thereon is required to elect each nominee named herein. This means that the two nominees receiving the highest number of votes at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. You may vote for the two nominees, withhold authority to vote your shares for the two nominees or withhold authority to vote your shares with respect to any one of the nominees. Withholding authority to vote your shares with respect to one or more nominees will have no effect on the election of those nominees. Broker non-votes will have no effect on the election of the nominees.

  2. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our Board recommends that the nominees below be elected as members of the Board at the Annual Meeting.

  3. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Name | Class | Age | Director Since | Current Term Expires Fiscal Year | Expiration of Term For Which Nominated Fiscal Year | | Theophlius Killion | II | 75 | June 2021 | 2026 | 2029 | | Michael A. Shaffer | II | 63 | May 2022 | 2026 | 2029 |

  4. PROPOSAL 1 — ELECTION OF DIRECTORS

    Each nominee was recommended for re-election by the Nominating and Corporate Governance Committee for consideration by the Board and our stockholders. If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES. Director Nominees to Serve for a Three-Year Term Expiring at the Fiscal Year 2029 Annual Meeting. Theophlius Killion has served as a member of the Board since June 2021 and currently serves as the Lead Independent Director. Since November 2016, Mr. Killion has been a managing partner of The Sierra Institute, a Dallas-based human resources consortium. Mr. Killion also worked for The Zale Corporation from January 2008 until July 2014, serving as Chief Executive Officer from January 2010 until his retirement in 2014. Prior to Zale, Mr. Killion served in a variety of positions at a number of iconic retailers including TOMMY HILFIGER, Limited Brands (now L Brands), The Home Shopping Network and Macy’s. Mr. Killion holds M. Ed. and B.A. degrees from Tufts University. Mr. Killion previously served as a member of the board of directors of Claire’s Stores, Inc., a privately held global retailer of fashionable jewelry accessories, where he served as a member of the Audit Committee and Chairman of the Compensation Committee. Mr. Killion also served as a member of the board of directors of Tailored Brands, Inc., Libbey, Inc. and The Zale Corporation when he was Chief Executive Officer. As a result of these and other professional experiences, we believe Mr. Killion possesses particular knowledge and experience in retail merchandising, finance, human capital management, executive compensation, ESG and board governance practices of other major corporations that strengthen the Board’s collective qualifications, skills and experience. Michael A. Shaffer has served as a member of the Board since May 2022. Mr. Shaffer also served for five years on the board of directors with the Build-A-Bear Workshop, where he was Chairman of the Audit Committee. From May 2023 until March 2024, Mr. Shaffer served as a member of the board of directors and Audit Committee of The Children’s Place. Until his retirement in September 2021, Mr. Shaffer served as the Executive Vice President, Chief Operating Officer, and Chief Financial Officer for PVH Corp. (“PVH”). PVH is one of the world’s largest fashion companies, connecting with consumers in over 40 countries. Their global brands include Calvin Klein and TOMMY HILFIGER. Mr. Shaffer joined PVH in 1990 as a Financial Budget Manager and over the next 30 years worked his way up through the organization, gaining valuable experience and insights into both financial and business operations. He held various roles, including Director of Accounting Operations, Vice President and Controller, Senior Vice President of Operations and Executive Vice President, Chief Operating Officer and Chief Financial Officer for PVH. In addition, Mr. Shaffer took on the additional responsibility at PVH of guiding the Building Resources for African American Voices (BRAAVE) with PVH and led the efforts as the executive sponsor. Mr. Shaffer completed his bachelor's degree in accounting from George Washington University and earned his CPA designation. In addition to his service on the Board, Mr. Shaffer currently serves as a member of the board of directors and Chair of the Audit Committee of G-III Apparel Group, Ltd. As a result of these and other professional experiences, we believe Mr. Shaffer possesses particular knowledge and experience in finance, ESG, and board governance practices of other major corporations that strengthen the Board’s collective qualifications, skills and experience.

  5. Continuing Directors

    Continuing Directors Class I Directors (Terms expiring in Fiscal Year 2028) Stefan L. Kaluzny has served as a member of the Board since July 2021 and as a member of the board of directors of other Torrid entities since June 2013. Mr. Kaluzny is co-founder and Managing Director of Sycamore Partners, a New York-based private equity firm. Prior to founding Sycamore Partners, Mr. Kaluzny was a Managing Director of Golden Gate Capital. Mr. Kaluzny was with Golden Gate Capital from its inception in 2000 until January 2011. Prior to Golden Gate Capital, Mr. Kaluzny was co-founder and Chief Executive Officer of Delray Farms, a Hispanic specialty food company. Mr. Kaluzny has also held positions at consulting firms Bain & Company and LEK. Mr. Kaluzny has an M.B.A. from Harvard Business School (Baker Scholar), and a B.A. degree from Yale University. Mr. Kaluzny currently serves as a member of the Board of Trustees of Phillips Academy, a residential boarding school located in Andover, MA, and previously served on the Yale University Investment Committee. In addition to his service on the Board, Mr. Kaluzny currently serves and has served as a member of the board of directors of many of Sycamore Partners’ portfolio companies. As a result of these and other professional experiences, Mr. Kaluzny possesses particular knowledge and experience in retail merchandising, accounting, finance and capital structure, strategic planning and leadership of complex organizations, and board practices of other major corporations that strengthen the Board’s collective qualifications, skills and experience. Lisa M. Harper has served as Torrid’s Chief Executive Officer since May 2022 and as a member of the Board and its predecessor since 2008. From July 2021 until May 2022, Ms. Harper served as Executive Chairperson of Belk, a privately-owned department store chain. Prior to that, Ms. Harper served as Chief Executive Officer of Belk from July 2016 through July 2021. In February 2021, under Ms. Harper’s leadership, Belk successfully completed its financial restructuring, finalizing an expedited pre-packaged, one-day reorganization, and emerged from Chapter 11 bankruptcy. Ms. Harper previously served as Chief Executive Officer of each of Torrid Holding Corp. and its predecessor, Hot Topic, from March 2011 until June 2016. From February 2001 until her retirement in July 2006, Ms. Harper served in various capacities with The Gymboree Corporation, a publicly traded corporation operating a chain of specialty retail stores for children and women. Ms. Harper’s roles at Gymboree included Chairman of the board of directors, from June 2002 to July 2006, Chief Creative Officer, from January 2006 to July 2006, Vice Chairman of the board of directors, from February 2001 to June 2002, and Chief Executive Officer, from February 2001 to January 2006. Ms. Harper has also held merchandising and design positions with several other clothing retailers, including Limited Too, Esprit, GapKids, Mervyn’s and Levi Strauss. Ms. Harper attended the University of North Carolina at Chapel Hill. In addition to her service on the Board, Ms. Harper currently serves as a member of the board of directors of Hot Topic. As a result of these and other professional experiences, we believe Ms. Harper possesses particular knowledge and experience in multi-channel retail merchandising, finance, strategic planning and leadership of complex organizations, and board practices of other major corporations that strengthen the Board’s collective qualifications, skills and experience. Class III Directors (Terms expiring in Fiscal Year 2027) Dary Kopelioff has served as a member of the Board since July 2021 and as a member of the board of directors of other Torrid entities since June 2013. Mr. Kopelioff is a Managing Director of Sycamore Partners, a New York-based private equity firm. Prior to Sycamore Partners, Mr. Kopelioff was an Associate at Golden Gate Capital and had been with the firm since 2007. Prior to Golden Gate Capital, Mr. Kopelioff was a consultant for McKinsey & Company. Mr. Kopelioff has an M.B.A. from Harvard Business School and a B.S. degree with distinction from Stanford University. In addition to his service on the Board, Mr. Kopelioff currently serves, and has served, as a member of the board of directors of many of Sycamore Partners' portfolio companies. As a result of these and other professional experiences, we believe Mr. Kopelioff possesses particular knowledge and experience in retail merchandising, accounting, finance and capital structure, strategic planning, and leadership of complex organizations, and board practices of other major corporations that strengthen the Board’s collective qualifications, skills and experience. Valeria Rico Nikolov has served as a member of the Board since September 2021. Ms. Rico Nikolov is the founder and Chief Executive Officer of GGA Solutions, an outsourced customer and back-office solutions provider. Prior to GGA Solutions, Ms. Rico Nikolov served as the Chief Executive Officer of Confie Seguros, one of the largest personal lines insurance distributors in the United States, from November 2014 to November 2016. Ms. Rico Nikolov also served as Confie Seguros’ Chief Operating Officer from August 2013 to November 2014 and Chief Strategy Officer from August 2012 to August 2013. Prior to Confie Seguros, Ms. Rico Nikolov served as the Chief Executive Officer and President of Lexicon Marketing from 2004 to 2011. Ms. Rico Nikolov served on the board of directors of Herbalife Nutrition from March 2006 to March 2009. Ms. Rico Nikolov holds a degree in law from the Complutense University of Madrid, Spain. In addition to her service on the Board, Ms. Rico Nikolov also serves as a member of the board of directors of Phoenix House California, which provides addiction and behavioral health services to individuals and families overcoming substance abuse, and as a member of the board of trustees of the Buckley School. As a result of these and other professional experiences, we believe Ms. Rico Nikolov possesses particular knowledge and experience in marketing, finance, human capital management, strategic planning and leadership of complex organizations, and board practices of other major corporations that strengthen the Board’s collective qualifications, skills and experience.

  6. Director Compensation

    Director Compensation The Board has adopted a compensation program for our independent, non-employee directors, or the “Independent Director Compensation Program.” The Independent Director Compensation Program became effective as of June 30, 2021. Pursuant to the Independent Director Compensation Program, each non-employee member of the Board who is independent will receive the following cash compensation for Board services, as applicable: •$100,000 per year for service as a Board member; and •$15,000 per year for service as a chairperson for each committee, including Audit, Compensation, and Nominating and Corporate Governance Committees. In addition, pursuant to the Independent Director Compensation Program, our independent, non-employee directors will generally receive an annual grant of RSUs under the LTIP, with a grant date fair value equal to $125,000, each of which vests on the one-year anniversary of the grant date, subject to the director’s continued service on the Board through such vesting date. Any of our directors who are appointed and employed by Sycamore (i.e., Stefan L. Kaluzny and Dary Kopelioff) do not receive any compensation from us for their Board services. Any of our non-employees who are not independent receive the cash compensation provided for in the Independent Director Compensation Program, but do not receive any of the equity-based compensation provided for in the Independent Director Compensation Program. Our independent, non-employee directors and any of their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with the performance of their duties as our directors. The table below provides compensation amounts for our non-employee directors for fiscal year 2025. Due to her role as Chief Executive Officer of the Company, Ms. Harper’s compensation is shown in the “Summary Compensation Table.” Following Ms. Harper’s appointment as Chief Executive Officer on May 3, 2022, she no longer receives any compensation in respect of her service on the Board.

  7. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Michael A. Shaffer | 115,000 | 125,000 | 240,000 | | Theophlius Killion | 115,000(2) | 125,000 | 240,000 | | Valeria Rico Nikolov | 100,000 | 125,000 | 225,000 |

  8. Director Compensation

    (1)Amounts in this column represent the aggregate grant date fair value of stock awards granted to certain of our non-employee directors during fiscal year 2025, computed in accordance with FASB ASC Topic 718. As of January 31, 2026, our non-employee directors held outstanding RSUs in the following amounts: Mr. Shaffer – 24,558; Mr. Killion – 24,558; and Ms. Nikolov – 24,558. (2)Due to an administrative oversight, Mr. Killion was not compensated the prorated portion of the $15,000 for services rendered as the Chairperson of the Compensation Committee effective as of June 4, 2025. Mr. Killion received this payment in fiscal year 2026.

  9. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  10. Risk Assessment

    Risk Assessment The Compensation Committee conducts an annual risk assessment of the Company’s executive compensation programs and policies. The annual review concluded that the Company’s compensation policies and practices are not likely to have a material adverse effect on the Company. The Company’s compensation programs and policies mitigate risk by providing executive pay through cash incentive awards that are subject to forfeiture if threshold performance goals are not achieved and by providing a greater portion of pay in the form of long-term incentive compensation. The combination of annual performance goals in the short-term plan, long-term vesting of equity awards, and stock ownership guidelines encourage executives to maintain a balanced perspective of short- and a long-term performance and minimize excess risk.

  11. Elements of Compensation

    Elements of Compensation Our current executive compensation program consists of the following components: •base salary; •annual cash incentive awards linked to our overall financial performance; •annual grants of long-term equity-based compensation, such as time-based restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and/or nonqualified stock options (“Options”); •other executive benefits and perquisites; and •employment agreements and offer letters with our named executive officers, which contain specified termination benefits. We combine these elements in order to formulate compensation packages that provide competitive pay, reward the achievement of financial, operational and strategic objectives, and align the interests of our executive officers with those of our stockholders.

  12. Pay Mix

    Pay Mix We utilize the particular elements of compensation described above, because we believe they align with our goal of paying for performance. Specifically, we believe these particular elements balance retention through fixed compensation, while the metrics used in our annual incentive plan and our long-term incentive program ensure focus on Company performance and alignment with shareholders. Base Salary Base salary represents the fixed portion of compensation for our named executive officers and is an important element of compensation intended to attract and retain highly talented individuals. The base salary established for each of our executive officers is intended to reflect each individual’s responsibilities, experience, performance and other discretionary factors deemed relevant by our Chief Executive Officer and the Compensation Committee. Base salary is reviewed annually to assess annual market movement and individual performance. The Compensation Committee receives input from the Board regarding our Chief Executive Officer’s performance, and the Compensation Committee receives input from the Chief Executive Officer on the other named executive officers’ performance. In the first quarter of fiscal year 2025, the Compensation Committee, in consultation with the Chief Executive Officer and Exequity, reviewed our named executive officers’ base salaries to determine if any adjustments were warranted. Based on the Chief Executive Officer’s recommendation, the Compensation Committee determined that no adjustments were necessary at this time. Annual Bonus Our named executive officers are eligible to participate in our annual cash incentive plan (the “Annual Incentive Plan”) which provides an opportunity to earn an annual cash incentive award based on the attainment of certain pre-determined Adjusted EBITDA goals, as adjusted for certain events and expenses. Adjusted EBITDA is a non-GAAP financial measure. See Appendix A of this proxy statement for additional information on non-GAAP financial measures. Annual Incentive Plan payments made to participants, including our named executive officers, are made in the first quarter of the fiscal year following the conclusion of the fiscal year performance period. The Adjusted EBITDA goals are established by the Compensation Committee prior to, or shortly after, the start of the applicable fiscal year in conjunction with approval of our fiscal year budget, which determines the threshold, target, and maximum levels of performance. Under the Annual Incentive Plan, for fiscal year 2025, each named executive officer had a targeted incentive award opportunity expressed as a percentage of his or her annual base salary, subject to the applicable executive officer's employment agreement, with a threshold incentive award potential equal to 40% of such named executive officer’s target incentive award and a maximum incentive award potential equal to 200% of such named executive officer’s target annual incentive. If threshold performance goals are not met, the named executive officer is not entitled to receive an annual bonus under the Annual Incentive Plan. The fiscal year 2025 target bonus percentages for the named executive officers are shown below.

  13. Pay Mix

    | Name | Target Bonus % | | Lisa M. Harper | 150% | | Hyon C. Park | 80% | | Ashlee R. Wheeler | 65% | | Laura Willensky(1) | 85% |

  14. Pay Mix

    ___________________________ (1)Ms. Willensky was not eligible to receive an annual bonus in respect of fiscal year 2025 due to her termination of employment effective as of December 12, 2025. For purposes of the Annual Incentive Plan, we established a target Adjusted EBITDA goal of approximately $104.5 million for fiscal year 2025. After adjustment for certain events and expenses in accordance with the terms of the Annual Incentive Plan, our Adjusted EBITDA performance for fiscal year 2025 was below the threshold level and resulted in no annual incentive award payouts being made to any of our named executive officers. Discretionary Bonus The Company will award discretionary bonuses to named executive officers to recognize and reward exceptional performance or contributions that exceed their specific performance metrics. Based on recommendations by the Compensation Committee and the Board, no discretionary bonus payout was made to any of our named executive officers in fiscal year 2025. Long-Term Equity-Based Compensation Effective as of the consummation of the IPO, the Board adopted the Torrid Holdings Inc. 2021 Long-Term Incentive Plan (the “LTIP”) for our employees, consultants and directors, including our named executive officers. The LTIP provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards and substitute awards intended to align the interests of our executives with those of our stockholders. Our Chief Executive Officer and the Compensation Committee believe that equity-based compensation is an important component of our executive compensation program, and that providing a significant portion of our executive officers’ total compensation package in equity-based compensation aligns our executives with the interests of our stockholders. Additionally, our Chief Executive Officer and the Compensation Committee believe that equity-based compensation awards enable us to attract, motivate, retain and adequately compensate executive talent. To that end, we have awarded certain of our executives equity-based compensation in the form of restricted stock awards (“RSAs”), RSUs, PSUs and/or Options. Our Chief Executive Officer and the Compensation Committee believe equity awards provide executives with a significant long-term interest in our success by rewarding the creation of stockholder value over time. Our Compensation Committee, in consultation with our Chief Executive Officer, and subject to approval by the Board, as deemed necessary by the Compensation Committee, determines the size, terms and conditions of equity grants to our executive officers in accordance with the terms of the LTIP. In March 2025, the Board approved equity awards for Mr. Park, Ms. Wheeler and Ms. Willensky, consisting of 50% Options and 50% RSUs. For the CEO, the equity award is weighted towards performance-based equity, consisting of 60% stock options and 40% RSUs. Ms. Willensky forfeited her outstanding equity award due to her termination of employment effective as of December 12, 2025. The mix of stock options and RSUs is designed to align executives with stockholder interests while supporting retention. RSUs provide retentive value through the delivery of equity value over time, while stock options further strengthen pay and performance alignment by rewarding executives only to the extent the Company’s stock price increases. The Options and RSU awards generally vest in substantially equal installments on each of the first four anniversaries of the applicable vesting commencement date, subject to continued employment through each such vesting date. The PSUs granted to Ms. Harper on May 2, 2022 (i) time-vest in substantially equal installments on each of the first three anniversaries of the applicable grant date, subject to continued employment through each such vesting date, and (ii) performance-vest based upon the achievement of the common stock of specified volume-weighted average trading price targets (each, a “VWAP Target”) during the three-year performance period starting on the applicable grant date. As a result of the performance conditions not being achieved, the PSUs granted to Ms. Harper were cancelled on May 3, 2025. For further information regarding the equity awards that were granted to our named executive officers under the LTIP in fiscal year 2025, please see the section below entitled “Narrative to Fiscal Year 2025 Summary Compensation Table” and the “Outstanding Equity Awards at the end of Fiscal Year 2025” table below. Equity Award Granting Practices The Company has established processes designed to ensure that the timing of any option grants and other similar awards to executive officers is not influenced by material nonpublic information (“MNPI”). Grants are generally around the issuance of an earnings release and the filing of a Current Report on Form 8-K, a Quarterly Report on Form 10-Q, or an Annual Report on Form 10-K, regardless of any upcoming announcements or events that could impact the Company’s share price. Our Compensation Committee carefully reviews any potential MNPI before granting options and will delay a grant if necessary to avoid any appearance of impropriety related to the timing of the award. Our Compensation Committee does not take MNPI into account when determining the timing and terms of option awards. Further, the Company has not timed the disclosure of MNPI to affect the value of executive compensation. The following table contains information required by Item 402(x)(2) of Regulation S-K about stock options granted to our named executive officers in fiscal year 2025 during the period from four business days before to one business day after the filing of the Company’s Annual Report on Form 10-K, the Company’s Quarterly Report on Form 10-Q, or the Company’s Current Report on Form 8-K that disclosed MNPI.

  15. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan On August 1, 2015, we established the Torrid LLC Management Deferred Compensation Plan (the “Deferred Compensation Plan”) for the purpose of providing highly compensated employees a program to meet their financial planning needs. The Deferred Compensation Plan provides participants with the opportunity to defer up to 80% of their base salary and up to 100% of their annual earned bonus, all of which, together with the associated investment returns, are 100% vested from the outset. The Deferred Compensation Plan is designed to be exempt from most provisions of the Employee Retirement Security Act of 1974, as amended. All deferrals and associated earnings are our general unsecured obligations. Effective as of December 31, 2024, our Board approved the freezing of employee participation, employee deferrals, discretionary company credits and matching contributions, in each case, under the Deferred Compensation Plan.

  16. Agreements with Named Executive Officers

    Agreements with Named Executive Officers We believe that a strong, experienced management team is essential to the best interests of the Company and our stockholders. We have entered into employment agreements and/or offer letters with each of our named executive officers. In addition, we have entered into a proprietary information and inventions agreement with each of our named executive officers that provides for a covenant not to solicit employees during employment and for a period of two years following termination of employment for any reason, a covenant not to compete with the Company during employment, perpetual non-disclosure of confidential information covenant, and an assignment of intellectual property covenant. For a description of the terms of the employment agreements and/or offer letters with certain of our named executive officers, please see the section below entitled “Narrative to Fiscal Year 2025 Summary Compensation Table.” For a more complete description of our obligations under the employment agreements and/or offer letters in the event of a termination of employment or change in control, please see the section below entitled “Potential Payments Upon Termination or Change in Control.”

  17. Section 280G of the Internal Revenue Code

    Section 280G of the Internal Revenue Code In approving compensation arrangements for our named executive officers, the Board and Compensation Committee considers all elements of the cost to us of providing such compensation, including the potential impact of Section 280G of the Code. However, the Board may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility of Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent. However, we do not provide for excise tax gross-ups to our executive officers and do not expect to do so in the future.

  18. Fiscal Year 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change In Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Lisa M. Harper | 2025 | 999,999 | 600,000 | 900,000 | — | — | 16,277 | 2,516,276 | | Chief Executive Officer | 2024 | 999,999 | 625,000 | 900,000 | 1,327,500 | — | 14,651 | 3,867,150 | | Hyon C. Park | 2025 | 700,000 | 175,000 | 175,000 | — | — | 30,277 | 1,080,277 | | Executive Vice President and Chief Operating Officer and Chief Technology Officer | 2024 | 667,900 | 235,000 | 265,000 | 466,507 | — | 21,211 | 1,655,618 | | Ashlee R. Wheeler | 2025 | 565,674 | 175,000 | 175,000 | — | — | 31,231 | 946,905 | | Executive Vice President and Chief Commercial Officer | 2024 | 469,981 | 200,000 | 175,000 | 226,284 | — | 15,323 | 1,086,588 | | Laura Willensky | 2025 | 731,806 | 175,000 | 175,000 | — | — | 1,298,282 | 2,380,088 | | Former Executive Vice President and Former Chief Merchandising Officer - Apparel and Accessories | 2024 | 181,731 | 400,000 | 400,000 | 145,697 | — | 355 | 1,127,783 |

  19. Outstanding Equity Awards at the end of Fiscal Year 2025

    Outstanding Equity Awards at the end of Fiscal Year 2025 The following table sets forth certain information with respect to outstanding equity awards held by our named executive officers as of January 31, 2026. All of Ms. Willensky’s outstanding equity awards were forfeited due to her termination of employment effective as of December 12, 2025.

  20. Outstanding Equity Awards at the end of Fiscal Year 2025

    | | | Option Awards | | | | Stock Awards | | | | Grant | Number of Securities Underlying Unexercised Options: Exercisable | Number of Securities Underlying Unexercised Options: Unexercisable(1) | Option Exercise Price | Option Expiration | Number of Shares or Units of Stock that have not Vested(1) | Market Value of Shares or Units of Stock that Have Not Vested(2) | | Name | Date | (#) | (#) | ($) | Date | (#) | ($) | | Lisa M. Harper | 3/27/23 | 77,320 | 77,320(3) | 3.23 | 3/27/33 | | | | | 5/6/24 | 71,428 | 214,287(3) | 5.18 | 5/06/34 | | | | | 3/25/25 | — | 292,208(3) | 5.60 | 3/25/35 | | | | | 3/27/23 | | | | | 30,960(4) | 35,604 | | | 5/6/24 | | | | | 86,874(4) | 99,905 | | | 3/25/25 | | | | | 107,143(4) | 123,214 | | Hyon C. Park | 8/22/22 | 160,254 | 53,421(3) | 5.99 | 8/22/32 | | | | | 3/27/23 | 45,103 | 45,104(3) | 3.23 | 3/27/33 | | | | | 4/2/24 | 15,737 | 47,213(3) | 4.51 | 4/2/34 | | | | | 7/1/24 | 4,967 | 14,901(3) | 7.42 | 7/1/34 | | | | | 3/25/25 | — | 56,819(3) | 5.60 | 3/25/35 | | | | | 8/22/22 | | | | | 31,303(4) | 35,998 | | | 3/27/23 | | | | | 27,090(4) | 31,154 | | | 4/2/24 | | | | | 29,103(4) | 33,468 | | | 7/1/24 | | | | | 6,066(4) | 6,976 | | | 3/25/25 | | | | | 31,250(4) | 35,938 | | Ashlee R. Wheeler | 6/30/21 | 9,524 | — | 21.00 | 6/30/31 | | | | | 3/31/22 | 10,932 | 3,645(3) | 6.06 | 3/31/32 | | | | | 9/2/22 | 27,738 | 9,245(3) | 5.75 | 9/2/32 | | | | | 3/27/23 | 32,216 | 32,217(3) | 3.23 | 3/27/33 | | | | | 4/2/24 | 11,241 | 33,724(3) | 4.51 | 4/2/34 | | | | | 7/1/24 | 2,759 | 8,279(3) | 7.42 | 7/1/34 | | | | | 3/25/25 | — | 56,819(3) | 5.60 | 3/25/35 | | | | | 3/31/22 | | | | | 2,063(4) | 2,372 | | | 9/2/22 | | | | | 5,435(4) | 6,250 | | | 3/27/23 | | | | | 19,350(4) | 22,253 | | | 4/2/24 | | | | | 20,788(4) | 23,906 | | | 7/1/24 | | | | | 5,055(4) | 5,813 | | | 3/25/25 | | | | | 31,250(4) | 35,938 |

  21. Outstanding Equity Awards at the end of Fiscal Year 2025

    ___________________________ (1) The treatment of these awards upon certain termination and change in control events is described in the "Potential Payments Upon Termination or a Change in Control" section below. (2) The values in these columns are calculated based on $1.15, the closing price of our common stock on January 31, 2026. (3) Represents awards of Options granted to each of Ms. Harper, Ms. Wheeler, and Mr. Park under the LTIP. Such Option awards each vest in substantially equal installments on the first four anniversaries of the applicable vesting commencement date, subject to continued employment through each date. (4) Represents an award of RSUs granted to each of Ms. Harper, Ms. Wheeler, and Mr. Park under the LTIP. Such RSUs vest in substantially equal installments on the first four anniversaries of the applicable vesting commencement date, subject to continued employment through each date.

  22. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control

  23. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  24. Pay versus Performance Table

    Pay versus Performance Table The following table sets forth certain information with respect to the Company’s financial performance and the compensation paid to our named executive officers (“NEOs”) and our principal executive officer (“PEO”) for the fiscal years ended on January 31, 2026, February 1, 2025, and February 3, 2024, in accordance with the SEC disclosure requirements for a smaller reporting company as set forth in Item 402(v)(8) of Regulation S-K.

  25. Pay versus Performance Table

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(3)(4) | Value of Initial Fixed $100 Investment Based On: Total Stockholder Return(5) | Net Income (Loss)(6) (in thousands) | | 2025 | $2,516,276 | $(1,048,089) | $1,469,090 | $184,479 | $31.00 | $(7,034) | | 2024 | $3,867,150 | $4,353,501 | $1,451,230 | $2,070,699 | $190.30 | $16,318 | | 2023 | $1,880,139 | $2,364,593 | $1,742,675 | $2,253,923 | $133.96 | $11,619 |

  26. Pay versus Performance Table

    ___________________________ (1)The name of the PEO reflected in these columns for each applicable fiscal year is Lisa M. Harper. (2)Amounts reported in this column represent the compensation actually paid to our PEO for each applicable fiscal year. In calculating the compensation actually paid amounts reflected in this column, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. The table below includes each of the adjustments made to the Summary Compensation Table total compensation in order to calculate the compensation actually paid to our PEO for each applicable fiscal year, computed in accordance with Item 402(v) of Regulation S-K:

  27. Pay versus Performance Table

    | | 2025 | 2024 | 2023 | | Summary Compensation Table - Total Compensation | $2,516,276 | $3,867,150 | $1,880,139 | | - Deduct the amounts reported in the Summary Compensation Table as equity award amounts which are based on grant date fair values. | (1,500,000) | (1,525,000) | (500,000) | | + Add the year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year. | 169,968 | 2,049,199 | 839,704 | | + Add the amount of change in fair value as of the end of the covered fiscal year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year. | (1,962,901) | (28,360) | 144,750 | | + Add the fair value as of the vesting date for awards that are granted and vest in the same covered fiscal year. | — | 25,003 | — | | + Add the amount of change in fair value from the end of the prior fiscal year to the vesting date for awards granted in prior years that vest in the covered fiscal year. | (256,432) | (34,491) | — | | - Deduct the amount of fair value at the end of the prior fiscal year for awards granted in prior years that forfeited during the covered fiscal year. | (15,000) | — | — | | + Add the dollar value of any dividends, dividend equivalents, or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the covered fiscal year. | — | — | — | | Compensation actually paid | $(1,048,089) | $4,353,501 | $2,364,593 |

  28. Pay versus Performance Table

    (3)The names of each of the non-PEO NEOs reflected in these columns for each applicable fiscal year are as follows: (i) for fiscal year 2025, Hyon C. Park, Ashlee R. Wheeler, and Laura Willensky, (ii) for fiscal year 2024, Paula S. Dempsey and Hyon C. Park and (iii) for fiscal year 2023, Mark Mizicko and Elizabeth Muñoz-Guzman. (4)Amounts reported in this column represent the average compensation actually paid to our non-PEO NEOs for each applicable fiscal year. In calculating the compensation actually paid amounts reflected in this column, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. The table below includes each of the adjustments made to the Summary Compensation Table total compensation in order to calculate the average compensation actually paid to our non-PEO NEOs for each applicable fiscal year, computed in accordance with Item 402(v) of Regulation S-K:

  29. Pay versus Performance Table

    | | 2025 | 2024 | 2023 | | Summary Compensation Table - Total Compensation | $1,469,090 | $1,451,230 | $1,742,675 | | - Deduct the amounts reported in the Summary Compensation Table as equity award amounts which are based on grant date fair values. | (350,000) | (437,500) | (769,166) | | + Add the year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year. | 30,019 | 623,687 | 1,327,549 | | + Add the amount of change in fair value as of the end of the covered fiscal year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year. | (633,224) | 385,872 | 7,501 | | + Add the fair value as of the vesting date for awards that are granted and vest in the same covered fiscal year. | — | 12,502 | — | | + Add the amount of change in fair value from the end of the prior fiscal year to the vesting date for awards granted in prior years that vest in the covered fiscal year. | (331,406) | 34,908 | (54,636) | | - Deduct the amount of fair value at the end of the prior fiscal year for awards granted in prior years that forfeited during the covered fiscal year. | — | — | — | | + Add the dollar value of any dividends, dividend equivalents, or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the covered fiscal year. | — | — | — | | Compensation actually paid | $184,479 | $2,070,699 | $2,253,923 |

  30. Pay versus Performance Table

    (5)The Company’s total stockholder return (“TSR”) reflected in this column for each applicable fiscal year is calculated based on an initial fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. (6)Represents the amount of net income (loss) reflected in the audited financial statements included in the Company’s fiscal year 2025 Annual Report on Form 10-K for each applicable fiscal year.

  31. Pay versus Performance Comparative Disclosure

    Pay versus Performance Comparative Disclosure In accordance with Item 402(v)(5) of Regulation S-K, the Company is providing the following comparative graphical disclosure, which describes the relationships between certain information presented in the Pay versus Performance Table set forth above. Company TSR and Compensation Actually Paid (“CAP”) Company Net Income (Loss) and Compensation Actually Paid (“CAP”)