Pay vs Performance Disclosure - USD ($)
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2 Months Ended |
3 Months Ended |
7 Months Ended |
8 Months Ended |
12 Months Ended |
Jan. 28, 2023 |
May 16, 2025 |
May 12, 2022 |
Dec. 01, 2022 |
Jan. 31, 2026 |
Jan. 31, 2026 |
Feb. 01, 2025 |
Feb. 03, 2024 |
Jan. 28, 2023 |
Jan. 29, 2022 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
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2025 Pay Versus Performance Disclosure The following table sets forth the compensation for our Principal Executive Officers (“PEO”) and the average compensation for our other non-PEO NEOs, both as reported in the 2024 Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” (as defined under Commission rules) to such individuals for each of fiscal 2025, 2024, 2023, 2022 and 2021. The table also provides information on our cumulative TSR, the cumulative TSR of our peer group, our net income and our adjusted operating income over such years in accordance with Commission rules. | | | | | | | | | | | | | 2025 | | | 6,587,902 | | | 4,286,615 | | | 12,567,136 | | | (4,768,809) | | | — | | | — | | | — | | | — | 2024 | | | — | | | — | | | 12,570,293 | | | 8,575,701 | | | — | | | — | | | — | | | — | 2023 | | | — | | | — | | | 11,694,513 | | | 12,796,859 | | | — | | | — | | | — | | | — | 2022 | | | — | | | — | | | 6,908,991 | | | 7,029,815 | | | 22,795,013 | | | 21,646,899 | | | 9,467,439 | | | (115,380,126) | 2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 17,668,627 | | | 90,562,269 | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 2025 | | | 3,192,016 | | | 862,665 | | | 73.27 | | | 122.45 | | | 649 | | | 1,156 | 2024 | | | 4,138,178 | | | 2,506,748 | | | 122.41 | | | 134.96 | | | 798 | | | 1,266 | 2023 | | | 3,749,110 | | | 2,984,218 | | | 138.47 | | | 102.42 | | | 878 | | | 1,285 | 2022 | | | 6,048,032 | | | 5,371,173 | | | 139.22 | | | 93.72 | | | 800 | | | 1,376 | 2021 | | | 5,340,605 | | | 6,947,481 | | | 167.02 | | | 101.29 | | | 1,333 | | | 2,019 | | | | | | | | | | | | | | | | | | | |
(1)
| The Company’s PEOs include the following: (i) for fiscal 2025, Daniel Heaf and Gina Boswell; (ii) for fiscal 2023 and 2024, Gina Boswell; (iii) for fiscal 2022, Gina Boswell, Sarah Nash and Andrew Meslow; and (iv) for fiscal 2021, Andrew Meslow. |
(2)
| The “compensation actually paid” (“CAP”) for the PEOs and average CAP for the Company’s non-PEO NEOs in each of fiscal 2025, 2024, 2023, 2022 and 2021 reflect such individuals’ “Total Compensation” for the applicable year (as reported in the Summary Compensation Table for such year), adjusted as set forth in the following table in accordance with Commission rules. The dollar amounts of CAP reflected in the table on the previous page of this proxy statement do not reflect the actual amount of compensation earned by or paid to the PEOs or our other NEOs during the applicable fiscal year, but rather reflect each NEO’s CAP for such year determined pursuant to Commission rules. For information regarding the compensation decisions made by the HCC Committee in regard to the Company’s PEO and other NEOs for fiscal 2025, see “—Compensation Discussion and Analysis” beginning on page 29 of this proxy statement. |
| | | | | | | | | | | | | | | | | | | | | | | | | Fiscal 2025 | | | | Mr. Heaf | | | 6,587,902 | | | 5,043,771 | | | 2,742,484 | | | — | | | — | | | — | | | — | | | 4,286,615 | Ms. Boswell | | | 12,567,136 | | | 8,141,147 | | | 232,397 | | | 199,806 | | | (853,283) | | | (5,919,359) | | | (2,854,359) | | | (4,768,809) | Non-PEO NEO Average | | | 3,192,016 | | | 2,091,179 | | | 1,207,437 | | | — | | | (241,225) | | | — | | | (1,204,384) | | | 862,665 | Fiscal 2024: | | | | | | | | | | | | | | | | | | | | | | | | | Ms. Boswell | | | 12,570,293 | | | 8,126,164 | | | 6,141,959 | | | — | | | 37,659 | | | — | | | (2,048,047) | | | 8,575,701 | Non-PEO NEO Average | | | 4,138,178 | | | 1,941,748 | | | 1,216,202 | | | — | | | 73,956 | | | (609,467) | | | (370,373) | | | 2,506,748 | Fiscal 2023: | | | | | | | | | | | | | | | | | | | | | | | | | Ms. Boswell | | | 11,694,513 | | | 7,333,900 | | | 8,738,905 | | | — | | | (276,498) | | | — | | | (26,161) | | | 12,796,859 | Non-PEO NEO Average | | | 3,749,110 | | | 1,370,407 | | | 1,636,606 | | | — | | | (152,427) | | | (253,153) | | | (625,511) | | | 2,984,218 | Fiscal 2022: | | | | | | | | | | | | | | | | | | | | | | | | | Ms. Boswell | | | 6,908,991 | | | 3,853,024 | | | 3,973,847 | | | — | | | — | | | — | | | — | | | 7,029,815 | Ms. Nash | | | 22,795,013 | | | 17,412,228 | | | 16,342,298 | | | — | | | (43,538) | | | — | | | (34,646) | | | 21,646,899 | Mr. Meslow | | | 9,467,439 | | | — | | | — | | | — | | | (451,632) | | | (124,395,933) | | | — | | | (115,380,126) | Non-PEO NEO Average | | | 6,048,032 | | | 2,642,339 | | | 2,409,483 | | | — | | | (141,718) | | | — | | | (302,285) | | | 5,371,173 | Fiscal 2021: | | | | | | | | | | | | | | | | | | | | | | | | | Mr. Meslow | | | 17,668,627 | | | 7,348,518 | | | 6,102,879 | | | — | | | 1,405,205 | | | — | | | 72,734,076 | | | 90,562,269 | Non-PEO NEO Average | | | 5,340,605 | | | 1,126,764 | | | 1,023,384 | | | — | | | 735,793 | | | (480,289) | | | 1,454,751 | | | 6,947,481 | | | | | | | | | | | | | | | | | | | | | | | | | |
(a)
| Represents the fair value of equity awards calculated in accordance with ASC Topic 718 Compensation—Stock Compensation. |
| Stock options are valued on the applicable measurement date using the Black-Scholes option pricing model. Valuation assumptions are based on an expected term calculated as the product of (i) the original expected term, multiplied by (ii) the ratio of remaining and original terms. Dividend yield is calculated based on the projected dividend at the time of measurement over the expected term. Volatility is calculated based on historical volatility at the time of measurement for the same time period as the expected term. The risk-free interest rate is based on U.S. Treasury rates on the measurement date for a time period that most closely aligns with the expected term. |
| RSUs and PSUs are valued based on the fair market value of a share of the Company’s common stock on the measurement date, adjusted for anticipated dividend yields. PSU value is determined based on the probable outcome of the performance conditions as of the applicable measurement date. |
(3)
| The average compensation for the non-PEO NEOs reflects the compensation for the following individuals: (i) for fiscal 2025, Eva Boratto, Michael Wu, and Tom Mazurek; (ii) for fiscal 2024, Eva Boratto, Michael Wu, Tom Mazurek, Julie Rosen and Deon Riley; (iii) for fiscal 2023, Wendy Arlin, Eva Boratto, Julie Rosen, Deon Riley and Michael Wu; (iv) for fiscal 2022, Wendy Arlin, Julie Rosen, Deon Riley and Michael Wu; and (v) for fiscal 2021, Wendy Arlin, James Bersani, Julie Rosen, Deon Riley and Stuart Burgdoerfer. |
(4)
| TSR is cumulative for the measurement periods beginning on January 31, 2021 and ending on the last day of each of fiscal 2025, 2024, 2023, 2022 and 2021, calculated in accordance with Item 201(e) of Regulation S-K, including reinvestment of dividends. The Company’s stock prices prior to August 3, 2021 have been adjusted to give effect to the spin-off of Victoria’s Secret & Co. For fiscal 2025, the Company updated its peer group for purposes of Item 201(e) of Regulation S-K to the S&P 400 Consumer Discretionary Distribution and Retail Index in connection with the Company’s inclusion in the S&P MidCap 400 Consumer Discretionary Index beginning in 2025. Accordingly, the peer group total shareholder return amounts presented in the table above for all years reflect this updated peer group. In prior fiscal years, the Company utilized the S&P 500 Consumer Discretionary Distribution and Retail Index as its peer group. The prior peer group TSR presented for the years fiscal years 2025, 2024, 2023, 2022, and 2021 were $164.12, $161.20, $123.16, $87.69, and $105.90, respectively. |
(5)
| Adjusted operating income is a non-GAAP financial measure that reflects the Company’s operating income excluding certain special items. Attached as Appendix A are reconciliations of the Company’s fiscal 2025, 2024, 2023, 2022 and 2021 adjusted operating income to the Company’s fiscal 2025, 2024, 2023, 2022 and 2021 GAAP operating income, as well as other important disclosures regarding non-GAAP financial measures. For fiscal 2024, 2023 and 2022, we did not make any adjustments to operating income; therefore, for fiscal 2024, 2023 and 2022, adjusted operating income is equal to our GAAP operating income for fiscal 2024, 2023 and 2022, respectively. |
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| Company Selected Measure Name |
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Adjusted operating income
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| Named Executive Officers, Footnote |
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(1)
| The Company’s PEOs include the following: (i) for fiscal 2025, Daniel Heaf and Gina Boswell; (ii) for fiscal 2023 and 2024, Gina Boswell; (iii) for fiscal 2022, Gina Boswell, Sarah Nash and Andrew Meslow; and (iv) for fiscal 2021, Andrew Meslow. |
(3)
| The average compensation for the non-PEO NEOs reflects the compensation for the following individuals: (i) for fiscal 2025, Eva Boratto, Michael Wu, and Tom Mazurek; (ii) for fiscal 2024, Eva Boratto, Michael Wu, Tom Mazurek, Julie Rosen and Deon Riley; (iii) for fiscal 2023, Wendy Arlin, Eva Boratto, Julie Rosen, Deon Riley and Michael Wu; (iv) for fiscal 2022, Wendy Arlin, Julie Rosen, Deon Riley and Michael Wu; and (v) for fiscal 2021, Wendy Arlin, James Bersani, Julie Rosen, Deon Riley and Stuart Burgdoerfer. |
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| Peer Group Issuers, Footnote |
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(4)
| TSR is cumulative for the measurement periods beginning on January 31, 2021 and ending on the last day of each of fiscal 2025, 2024, 2023, 2022 and 2021, calculated in accordance with Item 201(e) of Regulation S-K, including reinvestment of dividends. The Company’s stock prices prior to August 3, 2021 have been adjusted to give effect to the spin-off of Victoria’s Secret & Co. For fiscal 2025, the Company updated its peer group for purposes of Item 201(e) of Regulation S-K to the S&P 400 Consumer Discretionary Distribution and Retail Index in connection with the Company’s inclusion in the S&P MidCap 400 Consumer Discretionary Index beginning in 2025. Accordingly, the peer group total shareholder return amounts presented in the table above for all years reflect this updated peer group. In prior fiscal years, the Company utilized the S&P 500 Consumer Discretionary Distribution and Retail Index as its peer group. The prior peer group TSR presented for the years fiscal years 2025, 2024, 2023, 2022, and 2021 were $164.12, $161.20, $123.16, $87.69, and $105.90, respectively. |
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| Changed Peer Group, Footnote |
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(4)
| TSR is cumulative for the measurement periods beginning on January 31, 2021 and ending on the last day of each of fiscal 2025, 2024, 2023, 2022 and 2021, calculated in accordance with Item 201(e) of Regulation S-K, including reinvestment of dividends. The Company’s stock prices prior to August 3, 2021 have been adjusted to give effect to the spin-off of Victoria’s Secret & Co. For fiscal 2025, the Company updated its peer group for purposes of Item 201(e) of Regulation S-K to the S&P 400 Consumer Discretionary Distribution and Retail Index in connection with the Company’s inclusion in the S&P MidCap 400 Consumer Discretionary Index beginning in 2025. Accordingly, the peer group total shareholder return amounts presented in the table above for all years reflect this updated peer group. In prior fiscal years, the Company utilized the S&P 500 Consumer Discretionary Distribution and Retail Index as its peer group. The prior peer group TSR presented for the years fiscal years 2025, 2024, 2023, 2022, and 2021 were $164.12, $161.20, $123.16, $87.69, and $105.90, respectively. |
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| Adjustment To PEO Compensation, Footnote |
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(2)
| The “compensation actually paid” (“CAP”) for the PEOs and average CAP for the Company’s non-PEO NEOs in each of fiscal 2025, 2024, 2023, 2022 and 2021 reflect such individuals’ “Total Compensation” for the applicable year (as reported in the Summary Compensation Table for such year), adjusted as set forth in the following table in accordance with Commission rules. The dollar amounts of CAP reflected in the table on the previous page of this proxy statement do not reflect the actual amount of compensation earned by or paid to the PEOs or our other NEOs during the applicable fiscal year, but rather reflect each NEO’s CAP for such year determined pursuant to Commission rules. For information regarding the compensation decisions made by the HCC Committee in regard to the Company’s PEO and other NEOs for fiscal 2025, see “—Compensation Discussion and Analysis” beginning on page 29 of this proxy statement. |
| | | | | | | | | | | | | | | | | | | | | | | | | Fiscal 2025 | | | | Mr. Heaf | | | 6,587,902 | | | 5,043,771 | | | 2,742,484 | | | — | | | — | | | — | | | — | | | 4,286,615 | Ms. Boswell | | | 12,567,136 | | | 8,141,147 | | | 232,397 | | | 199,806 | | | (853,283) | | | (5,919,359) | | | (2,854,359) | | | (4,768,809) | Non-PEO NEO Average | | | 3,192,016 | | | 2,091,179 | | | 1,207,437 | | | — | | | (241,225) | | | — | | | (1,204,384) | | | 862,665 | Fiscal 2024: | | | | | | | | | | | | | | | | | | | | | | | | | Ms. Boswell | | | 12,570,293 | | | 8,126,164 | | | 6,141,959 | | | — | | | 37,659 | | | — | | | (2,048,047) | | | 8,575,701 | Non-PEO NEO Average | | | 4,138,178 | | | 1,941,748 | | | 1,216,202 | | | — | | | 73,956 | | | (609,467) | | | (370,373) | | | 2,506,748 | Fiscal 2023: | | | | | | | | | | | | | | | | | | | | | | | | | Ms. Boswell | | | 11,694,513 | | | 7,333,900 | | | 8,738,905 | | | — | | | (276,498) | | | — | | | (26,161) | | | 12,796,859 | Non-PEO NEO Average | | | 3,749,110 | | | 1,370,407 | | | 1,636,606 | | | — | | | (152,427) | | | (253,153) | | | (625,511) | | | 2,984,218 | Fiscal 2022: | | | | | | | | | | | | | | | | | | | | | | | | | Ms. Boswell | | | 6,908,991 | | | 3,853,024 | | | 3,973,847 | | | — | | | — | | | — | | | — | | | 7,029,815 | Ms. Nash | | | 22,795,013 | | | 17,412,228 | | | 16,342,298 | | | — | | | (43,538) | | | — | | | (34,646) | | | 21,646,899 | Mr. Meslow | | | 9,467,439 | | | — | | | — | | | — | | | (451,632) | | | (124,395,933) | | | — | | | (115,380,126) | Non-PEO NEO Average | | | 6,048,032 | | | 2,642,339 | | | 2,409,483 | | | — | | | (141,718) | | | — | | | (302,285) | | | 5,371,173 | Fiscal 2021: | | | | | | | | | | | | | | | | | | | | | | | | | Mr. Meslow | | | 17,668,627 | | | 7,348,518 | | | 6,102,879 | | | — | | | 1,405,205 | | | — | | | 72,734,076 | | | 90,562,269 | Non-PEO NEO Average | | | 5,340,605 | | | 1,126,764 | | | 1,023,384 | | | — | | | 735,793 | | | (480,289) | | | 1,454,751 | | | 6,947,481 | | | | | | | | | | | | | | | | | | | | | | | | | |
(a)
| Represents the fair value of equity awards calculated in accordance with ASC Topic 718 Compensation—Stock Compensation. |
| Stock options are valued on the applicable measurement date using the Black-Scholes option pricing model. Valuation assumptions are based on an expected term calculated as the product of (i) the original expected term, multiplied by (ii) the ratio of remaining and original terms. Dividend yield is calculated based on the projected dividend at the time of measurement over the expected term. Volatility is calculated based on historical volatility at the time of measurement for the same time period as the expected term. The risk-free interest rate is based on U.S. Treasury rates on the measurement date for a time period that most closely aligns with the expected term. |
| RSUs and PSUs are valued based on the fair market value of a share of the Company’s common stock on the measurement date, adjusted for anticipated dividend yields. PSU value is determined based on the probable outcome of the performance conditions as of the applicable measurement date. |
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| Non-PEO NEO Average Total Compensation Amount |
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$ 3,192,016
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$ 4,138,178
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$ 3,749,110
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$ 6,048,032
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$ 5,340,605
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| Non-PEO NEO Average Compensation Actually Paid Amount |
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$ 862,665
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2,506,748
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2,984,218
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5,371,173
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6,947,481
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| Adjustment to Non-PEO NEO Compensation Footnote |
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(2)
| The “compensation actually paid” (“CAP”) for the PEOs and average CAP for the Company’s non-PEO NEOs in each of fiscal 2025, 2024, 2023, 2022 and 2021 reflect such individuals’ “Total Compensation” for the applicable year (as reported in the Summary Compensation Table for such year), adjusted as set forth in the following table in accordance with Commission rules. The dollar amounts of CAP reflected in the table on the previous page of this proxy statement do not reflect the actual amount of compensation earned by or paid to the PEOs or our other NEOs during the applicable fiscal year, but rather reflect each NEO’s CAP for such year determined pursuant to Commission rules. For information regarding the compensation decisions made by the HCC Committee in regard to the Company’s PEO and other NEOs for fiscal 2025, see “—Compensation Discussion and Analysis” beginning on page 29 of this proxy statement. |
| | | | | | | | | | | | | | | | | | | | | | | | | Fiscal 2025 | | | | Mr. Heaf | | | 6,587,902 | | | 5,043,771 | | | 2,742,484 | | | — | | | — | | | — | | | — | | | 4,286,615 | Ms. Boswell | | | 12,567,136 | | | 8,141,147 | | | 232,397 | | | 199,806 | | | (853,283) | | | (5,919,359) | | | (2,854,359) | | | (4,768,809) | Non-PEO NEO Average | | | 3,192,016 | | | 2,091,179 | | | 1,207,437 | | | — | | | (241,225) | | | — | | | (1,204,384) | | | 862,665 | Fiscal 2024: | | | | | | | | | | | | | | | | | | | | | | | | | Ms. Boswell | | | 12,570,293 | | | 8,126,164 | | | 6,141,959 | | | — | | | 37,659 | | | — | | | (2,048,047) | | | 8,575,701 | Non-PEO NEO Average | | | 4,138,178 | | | 1,941,748 | | | 1,216,202 | | | — | | | 73,956 | | | (609,467) | | | (370,373) | | | 2,506,748 | Fiscal 2023: | | | | | | | | | | | | | | | | | | | | | | | | | Ms. Boswell | | | 11,694,513 | | | 7,333,900 | | | 8,738,905 | | | — | | | (276,498) | | | — | | | (26,161) | | | 12,796,859 | Non-PEO NEO Average | | | 3,749,110 | | | 1,370,407 | | | 1,636,606 | | | — | | | (152,427) | | | (253,153) | | | (625,511) | | | 2,984,218 | Fiscal 2022: | | | | | | | | | | | | | | | | | | | | | | | | | Ms. Boswell | | | 6,908,991 | | | 3,853,024 | | | 3,973,847 | | | — | | | — | | | — | | | — | | | 7,029,815 | Ms. Nash | | | 22,795,013 | | | 17,412,228 | | | 16,342,298 | | | — | | | (43,538) | | | — | | | (34,646) | | | 21,646,899 | Mr. Meslow | | | 9,467,439 | | | — | | | — | | | — | | | (451,632) | | | (124,395,933) | | | — | | | (115,380,126) | Non-PEO NEO Average | | | 6,048,032 | | | 2,642,339 | | | 2,409,483 | | | — | | | (141,718) | | | — | | | (302,285) | | | 5,371,173 | Fiscal 2021: | | | | | | | | | | | | | | | | | | | | | | | | | Mr. Meslow | | | 17,668,627 | | | 7,348,518 | | | 6,102,879 | | | — | | | 1,405,205 | | | — | | | 72,734,076 | | | 90,562,269 | Non-PEO NEO Average | | | 5,340,605 | | | 1,126,764 | | | 1,023,384 | | | — | | | 735,793 | | | (480,289) | | | 1,454,751 | | | 6,947,481 | | | | | | | | | | | | | | | | | | | | | | | | | |
(a)
| Represents the fair value of equity awards calculated in accordance with ASC Topic 718 Compensation—Stock Compensation. |
| Stock options are valued on the applicable measurement date using the Black-Scholes option pricing model. Valuation assumptions are based on an expected term calculated as the product of (i) the original expected term, multiplied by (ii) the ratio of remaining and original terms. Dividend yield is calculated based on the projected dividend at the time of measurement over the expected term. Volatility is calculated based on historical volatility at the time of measurement for the same time period as the expected term. The risk-free interest rate is based on U.S. Treasury rates on the measurement date for a time period that most closely aligns with the expected term. |
| RSUs and PSUs are valued based on the fair market value of a share of the Company’s common stock on the measurement date, adjusted for anticipated dividend yields. PSU value is determined based on the probable outcome of the performance conditions as of the applicable measurement date. |
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| Compensation Actually Paid vs. Total Shareholder Return |
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| Compensation Actually Paid vs. Net Income |
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| Compensation Actually Paid vs. Company Selected Measure |
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| Total Shareholder Return Vs Peer Group |
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| Tabular List, Table |
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Most Important Performance Measures for Fiscal 2025 The following table sets forth a list of the performance measures that we view as the “most important” measures for linking our PEO and other NEO pay to performance for fiscal 2025. While these financial measures are considered the most important measures, additional financial and other measures were also considered to align pay and performance as further described under the heading “—Compensation Discussion and Analysis” beginning on page 29 of this proxy statement. | Adjusted operating income | Net Sales | Relative total shareholder return | Cumulative adjusted operating income as a percentage of cumulative sales (“adjusted operating income margin”) | |
From the above list of performance measures, we view adjusted operating income as our most important financial performance measure used to link compensation actually paid to our PEOs and other NEOs to Company performance for fiscal 2025. Adjusted operating income is a key component of the Company’s short-term performance-based incentive compensation program and is a performance measure over which our NEOs can have significant impact. In addition, adjusted operating income is directly linked to the Company’s long-term strategic growth plan and performance that drive shareholder value and is highly correlated with fluctuations in our stock price. In fiscal 2025, we adjusted the weighting of the Company’s short-term performance-based incentive compensation program, net sales being weighted at 35%, with absolute adjusted operating income weighted at 65% and continuing to serve as the primary performance metric.
As for the other performance measures listed in the table above, adjusted operating income margin and relative TSR are equally weighted metrics in our long-term performance-based incentive compensation program for fiscal 2025, which was a key component of our NEOs’ pay in 2025.
For additional information regarding how the above listed performance measures were utilized as part of our executive compensation program in fiscal 2025, see “—Compensation Discussion and Analysis” beginning on page 29 of this proxy statement.
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| Total Shareholder Return Amount |
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$ 73.27
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122.41
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138.47
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139.22
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167.02
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| Peer Group Total Shareholder Return Amount |
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122.45
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134.96
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102.42
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93.72
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101.29
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| Net Income (Loss) |
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$ 649,000,000
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$ 798,000,000
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$ 878,000,000
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$ 800,000,000
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$ 1,333,000,000
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| Company Selected Measure Amount |
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1,156,000,000
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1,266,000,000
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1,285,000,000
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1,376,000,000
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2,019,000,000
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| PEO Name |
Gina Boswell
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Gina Boswell
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Andrew Meslow
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Sarah Nash
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Daniel Heaf
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Gina Boswell
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Gina Boswell
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Andrew Meslow
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| Peer Group Total Shareholder Return Amount Using Previous Peer Group |
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$ 164.12
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$ 161.2
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$ 123.16
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$ 87.69
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$ 105.9
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Name |
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|
|
|
|
Adjusted operating income
|
|
|
|
|
| Non-GAAP Measure Description |
|
|
|
|
|
(5)
| Adjusted operating income is a non-GAAP financial measure that reflects the Company’s operating income excluding certain special items. Attached as Appendix A are reconciliations of the Company’s fiscal 2025, 2024, 2023, 2022 and 2021 adjusted operating income to the Company’s fiscal 2025, 2024, 2023, 2022 and 2021 GAAP operating income, as well as other important disclosures regarding non-GAAP financial measures. For fiscal 2024, 2023 and 2022, we did not make any adjustments to operating income; therefore, for fiscal 2024, 2023 and 2022, adjusted operating income is equal to our GAAP operating income for fiscal 2024, 2023 and 2022, respectively. |
|
|
|
|
|
| Measure:: 2 |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Name |
|
|
|
|
|
Net Sales
|
|
|
|
|
| Measure:: 3 |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Name |
|
|
|
|
|
Relative total shareholder return
|
|
|
|
|
| Measure:: 4 |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Name |
|
|
|
|
|
Cumulative adjusted operating income as a percentage of cumulative sales
|
|
|
|
|
| Daniel Heaf [Member] |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
|
|
|
|
|
$ 6,587,902
|
0
|
0
|
0
|
0
|
| PEO Actually Paid Compensation Amount |
|
|
|
|
|
4,286,615
|
0
|
0
|
0
|
0
|
| Gina Boswell [Member] |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
|
|
|
|
|
12,567,136
|
12,570,293
|
11,694,513
|
6,908,991
|
0
|
| PEO Actually Paid Compensation Amount |
|
|
|
|
|
(4,768,809)
|
8,575,701
|
12,796,859
|
7,029,815
|
0
|
| Sarah Nash [Member] |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
|
|
|
|
|
0
|
0
|
0
|
22,795,013
|
0
|
| PEO Actually Paid Compensation Amount |
|
|
|
|
|
0
|
0
|
0
|
21,646,899
|
0
|
| Andrew Meslow [Member] |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
|
|
|
|
|
0
|
0
|
0
|
9,467,439
|
17,668,627
|
| PEO Actually Paid Compensation Amount |
|
|
|
|
|
0
|
0
|
0
|
(115,380,126)
|
90,562,269
|
| PEO | Daniel Heaf [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
(5,043,771)
|
|
|
|
|
| PEO | Daniel Heaf [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
2,742,484
|
|
|
|
|
| PEO | Daniel Heaf [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
0
|
|
|
|
|
| PEO | Daniel Heaf [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
0
|
|
|
|
|
| PEO | Daniel Heaf [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
0
|
|
|
|
|
| PEO | Daniel Heaf [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
0
|
|
|
|
|
| PEO | Gina Boswell [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
(8,141,147)
|
(8,126,164)
|
(7,333,900)
|
(3,853,024)
|
|
| PEO | Gina Boswell [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
232,397
|
6,141,959
|
8,738,905
|
3,973,847
|
|
| PEO | Gina Boswell [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
(2,854,359)
|
(2,048,047)
|
(26,161)
|
0
|
|
| PEO | Gina Boswell [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
199,806
|
0
|
0
|
0
|
|
| PEO | Gina Boswell [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
(853,283)
|
37,659
|
(276,498)
|
0
|
|
| PEO | Gina Boswell [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
(5,919,359)
|
0
|
0
|
0
|
|
| PEO | Sarah Nash [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
(17,412,228)
|
|
| PEO | Sarah Nash [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
16,342,298
|
|
| PEO | Sarah Nash [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
(34,646)
|
|
| PEO | Sarah Nash [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
0
|
|
| PEO | Sarah Nash [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
(43,538)
|
|
| PEO | Sarah Nash [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
0
|
|
| PEO | Andrew Meslow [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
0
|
(7,348,518)
|
| PEO | Andrew Meslow [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
0
|
6,102,879
|
| PEO | Andrew Meslow [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
0
|
72,734,076
|
| PEO | Andrew Meslow [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
0
|
0
|
| PEO | Andrew Meslow [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
(451,632)
|
1,405,205
|
| PEO | Andrew Meslow [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
(124,395,933)
|
0
|
| Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
(2,091,179)
|
(1,941,748)
|
(1,370,407)
|
(2,642,339)
|
(1,126,764)
|
| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
1,207,437
|
1,216,202
|
1,636,606
|
2,409,483
|
1,023,384
|
| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
(1,204,384)
|
(370,373)
|
(625,511)
|
(302,285)
|
1,454,751
|
| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
0
|
0
|
0
|
0
|
0
|
| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
(241,225)
|
73,956
|
(152,427)
|
(141,718)
|
735,793
|
| Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
$ 0
|
$ (609,467)
|
$ (253,153)
|
$ 0
|
$ (480,289)
|