☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to §240.14a-12
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L Brands, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Sincerely yours,
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/s/ Leslie H. Wexner
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Leslie H. Wexner
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Chairman of the Board
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•
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Vote on a proposal to amend the Certificate of Incorporation to remove supermajority voting requirements.
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Vote on a proposal to amend the Certificate of Incorporation to provide for the annual election of directors.
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Elect the three nominees proposed by the Board of Directors as directors.
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Ratify the appointment of our independent registered public accountants.
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Vote on a proposal to approve the 2020 Stock Option and Performance Incentive Plan.
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Hold an advisory vote to approve named executive officer compensation.
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Transact such other business as may properly come before the meeting.
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By Order of the Board of Directors,
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/s/ Leslie H. Wexner
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Leslie H. Wexner
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Chairman of the Board
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Date:
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May 14, 2020
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Time:
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8:30 a.m., Eastern Time
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Place:
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Three Limited Parkway, Columbus, Ohio 43230
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•
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“FOR” the proposal to amend the Certificate of Incorporation to remove supermajority voting requirements (as described on page 5);
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“FOR” the proposal to amend the Certificate of Incorporation to provide for the annual election of directors (as described on page 6);
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“FOR” the election of the Board’s three nominees for director (as described on page 7);
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“FOR” the ratification of the appointment of our independent registered public accountants (as described on page 16);
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“FOR” the proposal to approve the 2020 Stock Option and Performance Incentive Plan (as described on page 17); and
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“FOR” on the advisory vote to approve named executive officer compensation (as described on page 26).
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submitting a later dated proxy (including a proxy via telephone or the Internet);
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notifying our Secretary at our principal executive offices at Three Limited Parkway, Columbus, Ohio 43230, in writing before the meeting that you have revoked your proxy; or
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voting in person at the meeting.
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The proposal to amend the Certificate of Incorporation to remove supermajority voting requirements requires the affirmative vote of at least 75% of the outstanding shares of the Company entitled to vote at the annual meeting.
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The proposal to amend the Certificate of Incorporation to provide for the annual election of directors requires the affirmative vote of at least 75% of the outstanding shares of the Company entitled to vote at the annual meeting.
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Pursuant to the Company’s Bylaws, each director will be elected by a majority of the votes cast with respect to such director. A majority of the votes cast means that the number of votes “for” a director’s election must exceed 50% of the votes cast with respect to that director’s election. Any “against” votes will count as a vote cast, but “abstentions” will not count as a vote cast with respect to that director’s election. Under Delaware law, if the director is not elected at the annual meeting, the director will continue to serve on the Board as a “holdover director.” As required by the Company’s Bylaws, each director has submitted an irrevocable letter of resignation as director that becomes effective if he or she does not receive a majority of votes cast in an election and the Board accepts the resignation. If a director is not elected, the Nominating & Governance Committee will consider the director’s resignation and recommend to the Board whether to accept or reject the resignation.
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The ratification of Ernst & Young LLP as our independent registered public accountants requires the affirmative vote of a majority of the votes present in person or by proxy and voting thereon.
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Pursuant to the Company’s bylaws, the approval of the 2020 Stock Option and Performance Incentive Plan (the “2020 Plan”) requires the affirmative vote of a majority of the votes present in person or by proxy and voting thereon. In addition, the votes necessary to approve the 2020 Plan, including the impact of abstentions (as described under “–– Impact of Abstentions and Broker Non-Votes”) is subject to additional New York Stock Exchange (“NYSE”) rules. Under NYSE rules, the approval of the 2020 Plan requires a majority of the votes cast “for” the approval of the 2020 Plan.
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The advisory vote to approve named executive officer compensation requires the affirmative vote of a majority of the votes present in person or by proxy and voting thereon. While this vote is required by law, it will neither be binding on the Company or the Board, nor will it create or imply any change in the fiduciary or other duties of, or impose any additional fiduciary or other duties on, the Company or the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.
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directors who are elected at this annual meeting will serve a one-year term and they, or any successors, will stand for election to a one-year term at the 2021 annual meeting;
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directors whose terms expire at the 2021 annual meeting will, or their successors will, stand for election to a one-year term at the 2021 annual meeting; and
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directors who have been elected to terms expiring at the 2022 annual meeting will resign immediately following this annual meeting, and shall immediately thereafter be appointed by the Board to serve until the 2021 annual meeting, and they, or their successors, shall stand for election to a one-year term at the 2021 annual meeting.
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Donna A. James
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Director since 2003
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Age 62
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Michael G. Morris
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Director since 2012
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Age 73
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Robert H. Schottenstein
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Director since 2017
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Age 67
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Stephen D. Steinour
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Director since 2014
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Age 61
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Abigail S. Wexner
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Director since 1997
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Age 58
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Patricia S. Bellinger
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Director since 2017
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Age 59
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Sarah E. Nash
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Director since 2019
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Age 66
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Anne Sheehan
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Director since 2019
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Age 63
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Leslie H. Wexner
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Director since 1963
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Age 82
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•
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Commitment to improving the communities where we do business. In 2019, we invested more than $13 million in non-profit organizations in our home office communities through the L Brands Foundation.
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Empowering and joining our associates in funding research with the goal of ending cancer. Last year, together with associates, we raised more than $4.9 million for the James Cancer Center of The Ohio State University, bringing the 11-year total to $64 million. In addition we have sponsored the world’s largest Komen Race for the Cure corporate team for the last 10 years.
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Selection of vendors based on their ability and commitment to meet our safety and quality standards, and to follow our strict ethical labor and environmental standards. The majority of our production comes from the United States, China, Sri Lanka, Vietnam and India and includes many long-term strategic supplier partners.
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Reduction of our environmental impact through the use of sustainably-managed materials and the introduction of programs to reduce energy consumption. For example, under the Company’s Forest Products Procurement Policy, we work with our suppliers to source packaging and products, including those made from man-made cellulosic fibers, that include recycled content or are produced with pulp from certified forestry operations, reducing the pressures on endangered forests.
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Promotion of environmentally sensitive practices. For example, we have built a chemical management program aimed at eliminating the discharge of 14 priority chemical categories in conjunction with the manufacturing of our apparel products. Additionally, the Company partners with The Better Cotton Initiative (“BCI”) to improve cotton farming globally. By the end of 2021, 50% of the Company’s cotton will be sourced through BCI.
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Recruitment, retention and advancement of talent that reflects the customers we serve and our communities. The Company earned a perfect score on the Human Rights Campaign 2020 Corporate Equality Index.
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Name and Position
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Options
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Performance
Units |
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Restricted Stock
Units |
Leslie H. Wexner
Chairman of the Board, Chief Executive Officer |
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30,233(1)
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25,194(3)
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15,116(5)
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Stuart B. Burgdoerfer
Executive Vice President, Chief Financial Officer |
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38,654(2)
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32,212(4)
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19,327(6)
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Charles C. McGuigan
Chief Operating Officer, Chief Executive Officer/President, Mast Global |
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55,834(2)
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46,528(4)
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27,917(6)
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Shelley M. Milano
Chief Human Resources Officer |
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38,654(2)
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32,212(4)
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19,327(6)
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James L. Bersani
President, Real Estate |
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34,359(2)
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28,633(4)
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17,180(6)
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All Executive Officers as a Group
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197,734
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164,779
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98,867
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All Current Directors who are Not Executives Officers as a Group
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0
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0
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0
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All Associates Other than Executive Officers as a Group
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321,727
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0
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3,897,598
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(1)
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Reflects Options granted on January 29, 2020, with an exercise price of $23.22 per share. Options vest ratably on each of the first three anniversaries of the grant date (i.e., January 29, 2021, January 29, 2022 and January 29, 2023).
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(2)
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Reflects Options granted on March 28, 2019, with an exercise price of $27.94 per share. Options vest ratably on each of the one-, two- and three-year anniversaries of the grant date (i.e., March 28, 2020, March 28, 2021 and March 28, 2022).
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(3)
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Reflects grants of performance-based RSUs granted on January 29, 2020. Subject to the achievement of the applicable performance conditions, the performance-based RSUs will vest on the three-year anniversary of the grant date (i.e., January 29, 2023).
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(4)
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Reflects grants of performance-based RSUs granted on March 28, 2019. Subject to the achievement of the applicable performance conditions, the performance-based RSUs will vest on the three-year anniversary of the grant date (i.e., March 28, 2022).
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(5)
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Reflects grants of time-based RSUs granted on January 29, 2020. The time-based RSUs will vest on the three-year anniversary of the grant date (i.e., January 29, 2023).
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(6)
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Reflects grants of time-based RSUs granted on March 28, 2019. The time-based RSUs will vest on the three-year anniversary of the grant date (i.e., March 28, 2022).
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Plan category
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(a) Number of
securities to be issued upon exercise of outstanding options, warrants and rights |
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(b) Weighted-average
exercise price of outstanding options, warrants and rights |
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(c) Number of securities
remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a)) |
Equity compensation plans approved by security holders(1)
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14,341,674
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$51.87(2)
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5,326,219
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Equity compensation plans not approved by security holders
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—
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—
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—
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Total
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14,341,674
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$51.87
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5,326,219
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(1)
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Includes the following plans: L Brands, Inc. 2015 Stock Option and Performance Incentive Plan, L Brands, Inc. 2011 Stock Option and Performance Incentive Plan and L Brands, Inc. 1993 Stock Option and Performance Incentive Plan (2009 Restatement). There are no shares remaining available for grant under the 2011 Plan or 1993 Plan.
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(2)
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Does not include outstanding rights to receive Common Stock upon the vesting of restricted share awards or settlement of deferred stock units.
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On a one year basis (from February 1, 2019 to January 31, 2020) our stock price is down 15% and adjusted operating income is down 14% while actual CEO direct compensation is down 20%.
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On a three year basis (from January 27, 2017 through January 31, 2020) our stock price is down 61% and adjusted operating income is down 40% while actual CEO direct compensation is down 79%.
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On a five year basis (from January 30, 2015 to January 31, 2020) our stock price is down 73% and adjusted operating income is down 37% while actual CEO direct compensation is down 87%.
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We are committed to aligning our executive compensation with our Company’s performance. In connection with the Company’s continued decline in performance, the Compensation Committee reduced our CEO’s target and actual compensation each year since 2016. As illustrated by the chart below, these actions by the Compensation Committee, resulted in CEO compensation that decreased significantly more than the decline in performance. Specifically, when comparing fiscal 2019 CEO pay with performance:
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•
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On a one year basis (from February 1, 2019 to January 31, 2020) our stock price is down 15% and adjusted operating income is down 14% while actual CEO direct compensation is down 20%.
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•
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On a three year basis (from January 27, 2017 to January 31, 2020) our stock price is down 61% and adjusted operating income is down 40% while actual CEO direct compensation is down 79%.
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•
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On a five year basis (from January 30, 2015 to January 31, 2020) our stock price is down 73% and adjusted operating income is down 37% while actual CEO direct compensation is down 87%.
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CEO target and actual compensation for fiscal 2019 is near the lowest among our peers. The unfolding COVID-19 crisis and its impact on the economy and our business will be taken into account in reviewing and setting the compensation of NEOs as we go forward.
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No tax gross-ups for NEOs upon a change in control.
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“No hedging” policy governing stock trading.
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Adopted a policy that discourages pledging of Company stock and requires advance approval by our General Counsel.
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None of the Company’s stock held by our NEOs or Board members is pledged.
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No re-pricing of stock options without stockholder approval.
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Double trigger vesting of equity awards upon a change in control.
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Clawback policy as described under “—Compensation Governance—Recovery of Compensation.”
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Stock ownership guidelines set at five times base salary for our CEO and three times base salary for other NEOs. Members of our Board must maintain ownership of at least the number of shares of Common Stock received as Board compensation over the previous four years.
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Stock plan that requires a vesting period of at least one year.
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We are committed to aligning our executive compensation with our Company’s performance. In connection with the Company’s continued decline in performance, the Compensation Committee reduced our CEO’s target and actual compensation each year since 2016. These actions by the Compensation Committee, resulted in CEO compensation that decreased significantly more than the decline in performance. Specifically, when comparing fiscal 2019 CEO pay with performance:
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•
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On a one year basis (from February 1, 2019 to January 31, 2020) our stock price is down 15% and adjusted operating income is down 14% while actual CEO direct compensation is down 20%.
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•
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On a three year basis (from January 27, 2017 to January 31, 2020) our stock price is down 61% and adjusted operating income is down 40% while actual CEO direct compensation is down 79%.
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•
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On a five year basis (from January 30, 2015 to January 31, 2020) our stock price is down 73% and adjusted operating income is down 37% while actual CEO direct compensation is down 87%.
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CEO target and actual compensation for fiscal 2019 is near the lowest among our peers. The unfolding COVID-19 crisis and its impact on the economy and our business will be taken into account in reviewing and setting the compensation of NEOs as we go forward.
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Compensation Component
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Our Principles
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Pay Level
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•
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Attract and retain superior leaders in a highly competitive market for talent.
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•
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Pay competitively and equitably.
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•
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Recognize depth and scope of accountability and complexity of responsibility.
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Pay Mix
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•
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Emphasize performance-contingent, long-term equity-based compensation over fixed compensation.
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Pay for Performance
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•
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Recognize and reward enterprise, brand and individual performance.
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•
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Align executives’ interests with stockholders’ interests.
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•
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Require executives to own a significant amount of Common Stock.
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Set Spring and Fall goals that reflect the seasonal nature of our business and incentivize goal achievement in each season.
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Create long-term stockholder value through regular achievement of short-term goals while pursuing our longer-term strategy of growth in North America and internationally.
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•
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Retain and incentivize high-performers through long-term equity incentive awards.
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•
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Businesses that are generally similar to the Company in total revenue, market capitalization, global locations, business and/or merchandise focus;
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Retailers that compete with the Company for executive talent;
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Specialty and department store retailers; and
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Companies with brands that have emotional content.
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Abercrombie & Fitch Co.
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J. C. Penney Company, Inc.
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Ross Stores, Inc.
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American Eagle Outfitters, Inc.
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Kohl’s Corporation
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Starbucks Corporation
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Avon Products, Inc.
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Macy’s, Inc.
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Tapestry Inc.
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Bed Bath & Beyond Inc.
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NIKE, Inc.
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The TJX Companies, Inc.
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The Estee Lauder Companies Inc.
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Nordstrom, Inc.
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Williams-Sonoma, Inc.
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The Gap, Inc.
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Ralph Lauren Corporation
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•
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Scope and responsibility of the NEO’s position;
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Achievement of seasonal and annual business goals;
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Level of overall compensation paid by competitors for comparable positions;
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Recruitment, retention and development of leadership talent;
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The Company’s challenging expectations for future growth; and
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The appropriate balancing of our NEOs’ base salary against their incentive compensation.
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NEO
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2019 Base
Salary ($) |
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2018 Base
Salary ($) |
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Increase
(%) |
Mr. Wexner
|
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900,000
|
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1,000,000
|
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-10.0%
|
Mr. Burgdoerfer
|
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900,000
|
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900,000
|
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0.0%
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Mr. McGuigan
|
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1,300,000
|
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1,300,000
|
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0.0%
|
Ms. Milano
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900,000
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900,000
|
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0.0%
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Mr. Bersani
|
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800,000
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770,000
|
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3.9%
|
NEO
|
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Fiscal 2019
Target |
| |
Fiscal 2018
Target |
Mr. Wexner
|
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167%
|
| |
150%
|
Mr. Burgdoerfer
|
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180%
|
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170%
|
Mr. McGuigan
|
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180%
|
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170%
|
Ms. Milano
|
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130%
|
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120%
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Mr. Bersani
|
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140%
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130%
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•
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An analysis of historical performance;
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•
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Income goals for that brand;
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•
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Financial results of other comparable businesses; and
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Progress toward achieving our strategic plan.
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Short-Term Performance Incentive Goal Weighting and Metric
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80% weighted average of major brand operating income:
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55% Victoria’s Secret operating income
|
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30% Bath & Body Works operating income
|
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15% Other operating income
|
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20% Total L Brands operating income
|
|
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Fiscal 2019 Spring Season
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Fiscal 2019 Fall Season
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||||||
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Operating Income
Goal |
| |
Actual
Performance(1) |
| |
Operating Income
Goal |
| |
Actual
Performance(1) |
Total L Brands
|
| |
$402 million
|
| |
$328 million
|
| |
$1,086 million
|
| |
$894 million
|
Victoria’s Secret
|
| |
190 million
|
| |
49 million
|
| |
315 million
|
| |
62 million
|
Bath & Body Works
|
| |
286 million
|
| |
337 million
|
| |
811 million
|
| |
866 million
|
Other(2)
|
| |
105 million
|
| |
111 million
|
| |
185 million
|
| |
184 million
|
(1)
|
Actual performance presents operating income on an adjusted basis which removes certain special items which are not indicative of our ongoing operations due to their size and nature. The Company uses adjusted financial information as key performance measures of results for purposes of evaluating performance internally, which may not correspond to amounts reported externally.
|
(2)
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Other includes business unit operating income that is an internal performance measure and does not correspond to amounts reported externally.
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|
| |
Fiscal 2019 Target
Incentive ($) |
| |
Fiscal 2019
Spring Incentive Payout ($) |
| |
Fiscal 2019
Fall Incentive Payout ($) |
| |
Total Fiscal 2019
Payout ($) |
| |
Percent of Fiscal
2019 Target (%) |
Mr. Wexner
|
| |
1,500,000
|
| |
473,400
|
| |
558,900
|
| |
1,032,300
|
| |
69%
|
Mr. Burgdoerfer
|
| |
1,620,000
|
| |
511,272
|
| |
603,612
|
| |
1,114,884
|
| |
69%
|
Mr. McGuigan
|
| |
2,340,000
|
| |
738,504
|
| |
871,884
|
| |
1,610,388
|
| |
69%
|
Ms. Milano
|
| |
1,170,000
|
| |
369,252
|
| |
435,942
|
| |
805,194
|
| |
69%
|
Mr. Bersani
|
| |
1,120,000
|
| |
353,472
|
| |
417,312
|
| |
770,784
|
| |
69%
|
•
|
Incentivize achievement of key performance metrics (through the performance requirement);
|
•
|
Align executive rewards with those realized by stockholders (through the market value of our stock);
|
•
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Retain superior executive talent (through the time vesting requirements); and
|
•
|
Reward exceptional individual performance (through annual determination of the size of the award).
|
•
|
Payout at threshold performance is 50% and is set at the 30th percentile of our peer group.
|
•
|
Payout at target performance is 100% and is set at the 50th percentile of our peer group.
|
•
|
Payout at maximum performance is 150% and is set at the 80th percentile of our peer group.
|
|
| |
Target Value of
Performance Stock Unit Award ($) |
| |
Value of Time-
Vested RSU Award ($) |
| |
Value of Stock
Option Award ($) |
| |
Total Fiscal
2019 Equity Award Value ($) |
Mr. Wexner(1)
|
| |
496,322
|
| |
297,785
|
| |
126,676
|
| |
920,783
|
Mr. Burgdoerfer
|
| |
787,906
|
| |
472,738
|
| |
238,495
|
| |
1,499,139
|
Mr. McGuigan
|
| |
1,138,075
|
| |
682,850
|
| |
344,496
|
| |
2,165,421
|
Ms. Milano
|
| |
787,906
|
| |
472,738
|
| |
238,495
|
| |
1,499,139
|
Mr. Bersani
|
| |
700,363
|
| |
420,223
|
| |
211,995
|
| |
1,332,581
|
(1)
|
While the equity award mix and performance requirement are the same, the amount and timing of Mr. Wexner’s equity award are determined on a different basis than that of our other NEOs, as described in detail in the section “CEO Compensation”.
|
(1)
|
Operating income determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for L Brands decreased 79%. The reconciliation of the adjusted measure to the comparable GAAP figure is on pages 28 to 29 of the Company’s 2019 Annual Report on Form 10-K (the “2019 10-K”).
|
•
|
The Compensation Committee goes through a rigorous quantitative and qualitative evaluation of historical performance to determine the size of the award; and
|
•
|
Once granted, 70% of the award is subject to performance of the Company. PSUs, which represent 50% of Mr. Wexner’s total equity award, must be earned based on the attainment of quantitative performance metrics and the value of stock options is contingent on the stock price increasing.
|
•
|
Absolute and relative total shareholder return over one and three years;
|
•
|
Absolute and relative return on invested capital over one and three years;
|
•
|
Sales and operating income growth;
|
•
|
Earnings per share;
|
•
|
Performance against pre-established financial targets;
|
•
|
Leadership talent development; and
|
•
|
Success in fostering a high-performance culture.
|
•
|
Assisting in evaluation of CEO and other NEO compensation;
|
•
|
Informing the Compensation Committee of changing market practices;
|
•
|
Consulting on our executive compensation strategy and program design;
|
•
|
Analyzing alignment of pay and performance;
|
•
|
Assisting in the selection of our peer group; and
|
•
|
Assisting in the preparation and review of this disclosure.
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
Stock
Awards ($)(2)(3) |
| |
Option
Awards ($)(2)(3) |
| |
Non-Equity
Incentive Plan Compensation ($)(4) |
| |
Change in
Pension Value and Non-qualified Deferred Compensation Earnings ($)(5) |
| |
All Other
Compensation ($)(6) |
| |
Total ($)
|
Leslie H. Wexner
Chairman of the Board, CEO |
| |
2019
|
| |
$900,000
|
| |
$0
|
| |
$794,107
|
| |
$126,676
|
| |
$1,032,300
|
| |
$676,394
|
| |
$253,744
|
| |
$3,783,221
|
|
2018
|
| |
1,000,000
|
| |
0
|
| |
952,729
|
| |
244,137
|
| |
1,383,900
|
| |
638,289
|
| |
334,255
|
| |
4,553,310
|
||
|
2017
|
| |
2,000,000
|
| |
0
|
| |
920,767
|
| |
253,420
|
| |
1,112,320
|
| |
601,942
|
| |
807,128
|
| |
5,695,577
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Stuart B. Burgdoerfer
Executive Vice President, Chief Financial Officer |
| |
2019
|
| |
900,000
|
| |
0
|
| |
1,260,644
|
| |
238,495
|
| |
1,114,884
|
| |
89,235
|
| |
303,913
|
| |
3,907,171
|
|
2018
|
| |
900,000
|
| |
0
|
| |
1,748,530
|
| |
117,737
|
| |
1,411,578
|
| |
79,008
|
| |
260,080
|
| |
4,516,933
|
||
|
2017
|
| |
900,000
|
| |
0
|
| |
1,616,479
|
| |
83,980
|
| |
1,022,040
|
| |
70,437
|
| |
316,520
|
| |
4,009,456
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Charles C. McGuigan
Chief Operating Officer, CEO/President, Mast Global |
| |
2019
|
| |
1,300,000
|
| |
0
|
| |
1,820,925
|
| |
344,496
|
| |
1,610,388
|
| |
139,555
|
| |
428,769
|
| |
5,644,133
|
|
2018
|
| |
1,300,000
|
| |
0
|
| |
2,059,168
|
| |
169,926
|
| |
2,038,946
|
| |
123,879
|
| |
369,008
|
| |
6,060,927
|
||
|
2017
|
| |
1,300,000
|
| |
0
|
| |
2,434,972
|
| |
121,308
|
| |
1,476,280
|
| |
110,693
|
| |
451,336
|
| |
5,894,589
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Shelley M. Milano
Chief Human Resources Officer |
| |
2019
|
| |
900,000
|
| |
0
|
| |
1,260,644
|
| |
238,495
|
| |
805,194
|
| |
18,876
|
| |
191,411
|
| |
3,414,620
|
|
2018
|
| |
849,846
|
| |
0
|
| |
1,357,942
|
| |
114,894
|
| |
996,408
|
| |
8,979
|
| |
133,123
|
| |
3,461,192
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
James L. Bersani
President, Real Estate |
| |
2019
|
| |
794,231
|
| |
0
|
| |
1,120,586
|
| |
211,995
|
| |
770,784
|
| |
180,374
|
| |
233,514
|
| |
3,311,484
|
|
2018
|
| |
766,923
|
| |
0
|
| |
1,775,448
|
| |
98,009
|
| |
923,523
|
| |
164,461
|
| |
202,717
|
| |
3,931,081
|
(1)
|
Performance-based incentive compensation bonuses are disclosed in this table under the Non-Equity Incentive Plan Compensation column. None of our NEOs received a nonperformance-based award in fiscal 2019.
|
(2)
|
The value of stock and option awards reflects the aggregate grant date fair value, excluding estimated forfeitures, computed in accordance with Accounting Standards Codification (“ASC”) Topic 718 Compensation—Stock Compensation, for each award. Stock options are valued using the Black-Scholes option pricing model. See Note 20 to the Company’s financial statements filed in the 2019 10-K for the related assumptions for stock options granted during fiscal 2019, 2018 and 2017 and for a discussion of our assumptions in determining the aggregate grant date fair value of these awards. Awards vest over time and, therefore, are not realizable on an annual basis, nor is the ultimate value determinable without reference to future performance.
|
(3)
|
Stock and option awards were granted to each NEO under the Company’s 2015 Plan. Awards are long-term compensation and generally vest over three to five years and are not realizable on an annual basis.
|
(4)
|
Represents the aggregate of the non-equity performance-based incentive compensation for the applicable fiscal Spring and Fall selling seasons. Incentive compensation targets are set based on a percentage of base salary and are paid seasonally based on the achievement of operating income results. The following table illustrates the amount of the compensation which is paid in cash and voluntarily deferred:
|
|
| |
Paid in Cash
($) |
| |
Deferred
Cash ($) |
| |
Total
($) |
Mr. Wexner
|
| |
$1,004,689
|
| |
$27,611
|
| |
$1,032,300
|
Mr. Burgdoerfer
|
| |
1,076,103
|
| |
38,781
|
| |
1,114,884
|
Mr. McGuigan
|
| |
1,563,126
|
| |
47,262
|
| |
1,610,388
|
Ms. Milano
|
| |
621,588
|
| |
183,606
|
| |
805,194
|
Mr. Bersani
|
| |
737,903
|
| |
32,881
|
| |
770,784
|
(5)
|
The Company does not sponsor a defined benefit retirement plan (tax-qualified or non-qualified). For fiscal 2019, the amounts shown represent the amount by which earnings on each NEO’s non-qualified plan balance at an annual effective rate of 5.59% exceed 120% of the applicable federal long-term rate at the time the rate was set in October 2018.
|
(6)
|
The following table details all other compensation paid to each NEO during our last fiscal year:
|
|
| |
Financial
Planning Services Provided to Executive ($) |
| |
Incremental
Company Cost to Provide Supplemental Life and Disability Insurance Coverage ($) |
| |
Company
Contributions to the Executive’s Qualified and Non-Qualified Retirement Plan Account ($) |
| |
Total
($) |
Mr. Wexner
|
| |
$0
|
| |
$1,977
|
| |
$251,767
|
| |
$253,744
|
Mr. Burgdoerfer
|
| |
9,500
|
| |
2,664
|
| |
291,749
|
| |
303,913
|
Mr. McGuigan
|
| |
0
|
| |
2,582
|
| |
426,187
|
| |
428,769
|
Ms. Milano
|
| |
0
|
| |
2,400
|
| |
189,011
|
| |
191,411
|
Mr. Bersani
|
| |
9,500
|
| |
2,145
|
| |
221,869
|
| |
233,514
|
|
| |
|
| |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#)(3) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#)(4) |
| |
Exercise
or Base Price of Option Awards ($/Sh) |
| |
Grant
Date Fair Value of Stock and Option Awards ($)(5) |
||||||||||||
Name
|
| |
Grant
Date |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |||||||||||
Leslie H. Wexner
|
| |
1/29/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
30,233
|
| |
$23.22
|
| |
$126,676
|
|
| |
1/29/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
15,116
|
| |
|
| |
|
| |
$297,785
|
|
| |
1/29/2020
|
| |
|
| |
|
| |
|
| |
12,597
|
| |
25,194
|
| |
37,791
|
| |
|
| |
|
| |
|
| |
$496,322
|
|
| |
|
| |
$300,000
|
| |
$1,500,000
|
| |
$3,000,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Stuart B. Burgdoerfer
|
| |
3/28/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
38,654
|
| |
$27.94
|
| |
$238,495
|
|
| |
3/28/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
19,327
|
| |
|
| |
|
| |
$472,738
|
|
| |
3/28/2019
|
| |
|
| |
|
| |
|
| |
16,106
|
| |
32,212
|
| |
48,318
|
| |
|
| |
|
| |
|
| |
$787,906
|
|
| |
|
| |
$324,000
|
| |
$1,620,000
|
| |
$3,240,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Charles C. McGuigan
|
| |
3/28/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
55,834
|
| |
$27.94
|
| |
$344,496
|
|
| |
3/28/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
27,917
|
| |
|
| |
|
| |
$682,850
|
|
| |
3/28/2019
|
| |
|
| |
|
| |
|
| |
23,264
|
| |
46,528
|
| |
69,792
|
| |
|
| |
|
| |
|
| |
$1,138,075
|
|
| |
|
| |
$468,000
|
| |
$2,340,000
|
| |
$4,680,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Shelley M. Milano
|
| |
3/28/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
38,654
|
| |
$27.94
|
| |
$238,495
|
|
| |
3/28/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
19,327
|
| |
|
| |
|
| |
$472,738
|
|
| |
3/28/2019
|
| |
|
| |
|
| |
|
| |
16,106
|
| |
32,212
|
| |
48,318
|
| |
|
| |
|
| |
|
| |
$787,906
|
|
| |
|
| |
$234,000
|
| |
$1,170,000
|
| |
$2,340,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
James L. Bersani
|
| |
3/28/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
34,359
|
| |
$27.94
|
| |
$211,995
|
|
| |
3/28/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
17,180
|
| |
|
| |
|
| |
$420,223
|
|
| |
3/28/2019
|
| |
|
| |
|
| |
|
| |
14,317
|
| |
28,633
|
| |
42,950
|
| |
|
| |
|
| |
|
| |
$700,363
|
|
| |
|
| |
$224,000
|
| |
$1,120,000
|
| |
$2,240,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
(1)
|
Non-Equity Incentive Plan Awards represent the Threshold, Target and Maximum opportunities under the 2015 ICPP for the 2019 Spring and Fall seasons. The actual amount earned under this plan is disclosed in the 2019 Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column.
|
(2)
|
Equity Incentive Plan Awards were granted pursuant to the Company’s 2015 Plan. The awards will vest at the end of the three year performance period, with the number of shares to be awarded determined based on the Company’s relative achievement of (i) revenue growth during the three year performance period and (ii) cumulative operating income as a percentage of cumulative sales, in each case as set forth under the heading “Long-Term Equity Compensation”.
|
(3)
|
All Other Stock Awards were granted pursuant to the Company’s 2015 Plan. Grant dates were established on the date the grants were approved by the Compensation Committee. Awards vest 100% on the third anniversary of the grant, subject to continued employment.
|
(4)
|
Option Awards were granted pursuant to the Company’s 2015 Plan. Option grant dates were established on the date the grants were approved by the Compensation Committee and the exercise price is the closing price of Common Stock on the grant date. Option Awards vest in three equal installments on the first through third anniversaries of the grant date, subject to continued employment.
|
(5)
|
The value of stock and option awards reflects the grant date fair value under ASC Topic 718 Compensation—Stock Compensation for each award. Options are valued using the Black-Scholes option pricing model with the following weighted average assumptions as set forth in the Company’s financial statements filed in the 2019 10-K: dividend yield of 4.4%, volatility of 40%, risk free interest rate of 2.2% and expected life of 3.2 years. RSUs and PSUs are valued based on the fair market value of a share of Common Stock on the date of grant, adjusted for anticipated dividend yields.
|
|
| |
Option Awards
|
| |
Restricted Stock Awards
|
|||||||||||||||||||||||||||
Name
|
| |
Grant
Date |
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Grant
Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(21) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(25) |
Leslie H. Wexner
|
| |
1/31/2013
|
| |
161,559
|
| |
0
|
| |
0
|
| |
45.03
|
| |
1/31/2023
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/29/2013
|
| |
55,129
|
| |
0
|
| |
0
|
| |
41.88
|
| |
3/29/2023
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
1/30/2014
|
| |
124,191
|
| |
0
|
| |
0
|
| |
49.38
|
| |
1/30/2024
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2014
|
| |
42,585
|
| |
0
|
| |
0
|
| |
54.21
|
| |
3/31/2024
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
1/28/2015
|
| |
124,539
|
| |
0
|
| |
0
|
| |
81.11
|
| |
1/28/2025
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
4/02/2015
|
| |
18,426
|
| |
7,899(1)
|
| |
0
|
| |
91.17
|
| |
4/02/2025
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
1/27/2016
|
| |
91,588
|
| |
39,253(2)
|
| |
0
|
| |
91.71
|
| |
1/27/2026
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2016
|
| |
10,932
|
| |
16,400(3)
|
| |
0
|
| |
87.81
|
| |
3/31/2026
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
1/25/2017
|
| |
37,834
|
| |
56,750(4)
|
| |
0
|
| |
61.85
|
| |
1/25/2027
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2017
|
| |
4,777
|
| |
19,108(5)
|
| |
0
|
| |
47.10
|
| |
3/31/2027
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
1/30/2019
|
| |
0
|
| |
40,894(6)
|
| |
0
|
| |
27.51
|
| |
1/30/2029
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
1/29/2020
|
| |
0
|
| |
30,233(7)
|
| |
|
| |
23.22
|
| |
1/29/2030
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1/28/2015
|
| |
0
|
| |
0
|
| |
37,363(8)
|
| |
865,327
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4/02/2015
|
| |
0
|
| |
0
|
| |
7,899(9)
|
| |
182,941
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1/27/2016
|
| |
0
|
| |
0
|
| |
78,505(10)
|
| |
1,818,176
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2016
|
| |
0
|
| |
0
|
| |
16,400(11)
|
| |
379,824
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1/25/2017
|
| |
0
|
| |
0
|
| |
75,667(12)
|
| |
1,752,448
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2017
|
| |
0
|
| |
0
|
| |
19,108(13)
|
| |
442,541
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1/30/2019
|
| |
0
|
| |
0
|
| |
40,894(14)
|
| |
947,105
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1/29/2020
|
| |
15,116(15)
|
| |
350,087
|
| |
25,194(16)
|
| |
583,493
|
Stuart B. Burgdoerfer
|
| |
3/31/2011
|
| |
12,773
|
| |
0
|
| |
0
|
| |
26.43
|
| |
3/31/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/30/2012
|
| |
17,329
|
| |
0
|
| |
0
|
| |
41.54
|
| |
3/30/2022
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/29/2013
|
| |
23,611
|
| |
0
|
| |
0
|
| |
41.88
|
| |
3/29/2023
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2014
|
| |
22,797
|
| |
0
|
| |
0
|
| |
54.21
|
| |
3/31/2024
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
4/02/2015
|
| |
9,819
|
| |
4,211(1)
|
| |
0
|
| |
91.17
|
| |
4/02/2025
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2016
|
| |
3,416
|
| |
5,125(3)
|
| |
0
|
| |
87.81
|
| |
3/31/2026
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2017
|
| |
2,866
|
| |
11,465(5)
|
| |
0
|
| |
47.10
|
| |
3/31/2027
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/21/2018
|
| |
0
|
| |
17,599(17)
|
| |
0
|
| |
39.42
|
| |
3/21/2028
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/28/2019
|
| |
0
|
| |
38,654(18)
|
| |
0
|
| |
27.94
|
| |
3/28/2029
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4/02/2015
|
| |
0
|
| |
0
|
| |
9,825(9)
|
| |
227,547
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2016
|
| |
0
|
| |
0
|
| |
18,791(11)
|
| |
435,200
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2017
|
| |
0
|
| |
0
|
| |
33,546(13)
|
| |
776,925
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/21/2018
|
| |
0
|
| |
0
|
| |
17,599(19)
|
| |
407,593
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4/25/2018
|
| |
0
|
| |
0
|
| |
44,416(20)
|
| |
1,028,675
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/28/2019
|
| |
19,327(21)
|
| |
447,613
|
| |
32,212(22)
|
| |
746,030
|
|
| |
Option Awards
|
| |
Restricted Stock Awards
|
|||||||||||||||||||||||||||
Name
|
| |
Grant
Date |
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Grant
Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(21) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(25) |
Charles C. McGuigan
|
| |
3/31/2011
|
| |
22,991
|
| |
0
|
| |
0
|
| |
26.43
|
| |
3/31/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/30/2012
|
| |
20,580
|
| |
0
|
| |
0
|
| |
41.54
|
| |
3/30/2022
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/29/2013
|
| |
28,037
|
| |
0
|
| |
0
|
| |
41.88
|
| |
3/29/2023
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2014
|
| |
27,071
|
| |
0
|
| |
0
|
| |
54.21
|
| |
3/31/2024
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
4/02/2015
|
| |
14,395
|
| |
6,171(1)
|
| |
0
|
| |
91.17
|
| |
4/02/2025
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2016
|
| |
4,441
|
| |
6,663(3)
|
| |
0
|
| |
87.81
|
| |
3/31/2026
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2017
|
| |
4,140
|
| |
16,561(5)
|
| |
0
|
| |
47.10
|
| |
3/31/2027
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/21/2018
|
| |
0
|
| |
25,400(17)
|
| |
0
|
| |
39.42
|
| |
3/21/2028
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/28/2019
|
| |
0
|
| |
55,834(18)
|
| |
0
|
| |
27.94
|
| |
3/28/2029
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4/02/2015
|
| |
0
|
| |
0
|
| |
14,400(9)
|
| |
333,504
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2016
|
| |
0
|
| |
0
|
| |
24,427(11)
|
| |
565,729
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2017
|
| |
0
|
| |
0
|
| |
50,531(13)
|
| |
1,170,298
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/21/2018
|
| |
0
|
| |
0
|
| |
25,400(19)
|
| |
588,264
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4/25/2018
|
| |
0
|
| |
0
|
| |
46,954(20)
|
| |
1,087,455
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/28/2019
|
| |
27,917(21)
|
| |
646,558
|
| |
46,528(22)
|
| |
1,077,588
|
Shelley M. Milano
|
| |
3/31/2016
|
| |
5,381
|
| |
0
|
| |
0
|
| |
87.81
|
| |
3/31/2026
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2017
|
| |
2,106
|
| |
8,427(5)
|
| |
0
|
| |
47.10
|
| |
3/31/2027
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/21/2018
|
| |
0
|
| |
13,794(17)
|
| |
0
|
| |
39.42
|
| |
3/21/2028
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
5/16/2018
|
| |
0
|
| |
3,839(23)
|
| |
0
|
| |
34.19
|
| |
5/16/2028
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/28/2019
|
| |
0
|
| |
38,654(18)
|
| |
0
|
| |
27.94
|
| |
3/28/2029
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2017
|
| |
19,662(24)
|
| |
455,372
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/21/2018
|
| |
13,794(25)
|
| |
319,469
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5/16/2018
|
| |
0
|
| |
0
|
| |
36,012(26)
|
| |
834,038
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/28/2019
|
| |
19,327(21)
|
| |
447,613
|
| |
32,212(22)
|
| |
746,030
|
James L. Bersani
|
| |
3/31/2011
|
| |
28,373
|
| |
0
|
| |
0
|
| |
26.43
|
| |
3/31/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/30/2012
|
| |
11,279
|
| |
0
|
| |
0
|
| |
41.54
|
| |
3/30/2022
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/29/2013
|
| |
11,638
|
| |
0
|
| |
0
|
| |
41.88
|
| |
3/29/2023
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2014
|
| |
9,260
|
| |
0
|
| |
0
|
| |
54.21
|
| |
3/31/2024
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
4/02/2015
|
| |
4,029
|
| |
1,728(1)
|
| |
0
|
| |
91.17
|
| |
4/02/2025
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2016
|
| |
3,416
|
| |
5,125(3)
|
| |
0
|
| |
87.81
|
| |
3/31/2026
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2017
|
| |
2,388
|
| |
9,555(5)
|
| |
0
|
| |
47.10
|
| |
3/31/2027
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/21/2018
|
| |
0
|
| |
14,650(17)
|
| |
0
|
| |
39.42
|
| |
3/21/2028
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/28/2019
|
| |
0
|
| |
34,359(18)
|
| |
0
|
| |
27.94
|
| |
3/28/2029
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4/02/2015
|
| |
4,033(27)
|
| |
93,404
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2016
|
| |
10,079(28)
|
| |
233,430
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2017
|
| |
28,662(24)
|
| |
663,812
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/21/2018
|
| |
14,650(25)
|
| |
339,294
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4/25/2018
|
| |
48,787(29)
|
| |
1,129,907
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/28/2019
|
| |
17,180(21)
|
| |
397,889
|
| |
28,633(22)
|
| |
663,140
|
(1)
|
Options vest on April 2, 2020.
|
(2)
|
Options vest on January 27, 2021.
|
(3)
|
Options vest 50% on March 31, 2020 and 50% on March 31, 2021.
|
(4)
|
Options vest 50% on January 25, 2021 and 50% on January 25, 2022.
|
(5)
|
Options vest 25% on March 31, 2020, 37.5% on March 31, 2021 and 37.5% on March 31, 2022.
|
(6)
|
Options vest 20% on January 30, 2021, 20% on January 30, 2022, 30% on January 30, 2023 and 30% on January 30, 2024.
|
(7)
|
Options vest 33% on January 29, 2021, 33% on January 29, 2022 and 33% on January 29, 2023.
|
(8)
|
The time-based vesting conditions on these shares vested on January 28, 2020, however, the performance-based vesting restrictions are still subject to review and approval by our Compensation Committee.
|
(9)
|
Shares vest on April 2, 2020, subject to achievement of a performance condition.
|
(10)
|
The time-based vesting conditions for 50% of these shares vested on January 27, 2020, however, the performance-based vesting restrictions are still subject to review and approval by our Compensation Committee. Remaining shares vest on January 27, 2021, also subject to achievement of a performance condition.
|
(11)
|
Shares vest 50% on March 31, 2020 and 50% on March 31, 2021, subject to achievement of a performance condition.
|
(12)
|
The time-based vesting conditions for 25% of these shares vested on January 25, 2020, however, the performance-based vesting restrictions are still subject to review and approval by our Compensation Committee. Remaining shares vest 50% on January 25, 2021 and 50% on January 25, 2022, also subject to achievement of a performance condition.
|
(13)
|
Subject to achievement of a performance condition, shares vest 25% on March 31, 2020, 37.5% on March 31, 2021 and 37.5% on March 31, 2022.
|
(14)
|
Subject to achievement of a performance condition, shares vest 20% on January 30, 2021, 20% on January 30, 2022, 30% on January 30, 2023 and 30% on January 30, 2024.
|
(15)
|
Shares vest on January 29, 2023.
|
(16)
|
Shares vest on January 29, 2023, subject to achievement of a performance condition.
|
(17)
|
Options vest 20% on March 21, 2020, 20% on March 21, 2021, 30% on March 21, 2022 and 30% on March 21, 2023.
|
(18)
|
Options vest 33% on March 28, 2020, 33% on March 28, 2021, and 33% on March 28, 2022.
|
(19)
|
Subject to achievement of a performance condition, shares vest 20% on March 21, 2020, 20% on March 21, 2021, 30% on March 21, 2022 and 30% on March 21, 2023.
|
(20)
|
Subject to achievement of a performance condition, shares vest 20% on April 25, 2020, 20% on April 25, 2021, 30% on April 25, 2022 and 30% on April 25, 2023.
|
(21)
|
Shares vest on March 28, 2022.
|
(22)
|
Subject to achievement of a performance condition, shares vest on March 28, 2022.
|
(23)
|
Options vest 20% on May 16, 2020, 20% on May 16, 2021, 30% on May 16, 2022 and 30% on May 16, 2023.
|
(24)
|
Shares vest 25% on March 31, 2020, 37.5% on March 31, 2021 and 37.5% on March 31, 2022.
|
(25)
|
Shares vest 20% on March 21, 2020, 20% on March 21, 2021, 30% on March 21, 2022 and 30% on March 21, 2023.
|
(26)
|
Subject to achievement of a performance condition, shares vest 20% on May 16, 2020, 20% on May 16, 2021, 30% on May 16, 2022 and 30% on May 16, 2023.
|
(27)
|
Shares vest on April 2, 2020.
|
(28)
|
Shares vest 50% on March 31, 2020 and 50% on March 31, 2021.
|
(29)
|
Shares vest 20% on April 25, 2020, 20% on April 25, 2021, 30% on April 25, 2022 and 30% on April 25, 2023.
|
|
| |
Option Awards
|
| |
Restricted Stock Awards
|
||||||
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value
Realized on Exercise ($) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value
Realized on Vesting ($)(1) |
Leslie H. Wexner
|
| |
0
|
| |
0
|
| |
150,622
|
| |
3,382,970
|
Stuart B. Burgdoerfer
|
| |
0
|
| |
0
|
| |
35,872
|
| |
805,685
|
Charles C. McGuigan
|
| |
0
|
| |
0
|
| |
48,711
|
| |
1,094,049
|
Shelley M. Milano
|
| |
0
|
| |
0
|
| |
17,472
|
| |
481,878
|
James L. Bersani
|
| |
0
|
| |
0
|
| |
24,745
|
| |
680,210
|
(1)
|
Restricted Stock Award Value Realized is calculated based on the closing stock price on the date the RSUs vested.
|
Name
|
| |
Executive
Contributions in Last Fiscal Year ($)(2) |
| |
Registrant
Contributions in Last Fiscal Year ($)(3) |
| |
Aggregate
Earnings in Last Fiscal Year ($)(4) |
| |
Aggregate
Withdrawals/ Distributions ($)(5) |
| |
Aggregate
Balance at Last Fiscal Year End ($)(6) |
Leslie H. Wexner
|
| |
59,527
|
| |
234,903
|
| |
1,890,521
|
| |
0
|
| |
35,816,769
|
Stuart B. Burgdoerfer
|
| |
60,845
|
| |
263,685
|
| |
249,411
|
| |
0
|
| |
4,825,631
|
Charles C. McGuigan
|
| |
91,620
|
| |
398,123
|
| |
390,056
|
| |
0
|
| |
7,537,439
|
Shelley M. Milano
|
| |
48,670
|
| |
165,163
|
| |
52,757
|
| |
0
|
| |
1,203,784
|
James L. Bersani
|
| |
43,531
|
| |
193,805
|
| |
514,052
|
| |
0
|
| |
9,888,432
|
(1)
|
Amounts disclosed include non-qualified cash deferrals, Company matching contributions, retirement credits and earnings under the Company’s Supplemental Retirement Plan (a non-qualified defined contribution plan) and stock deferrals and related reinvested dividend earnings under the Company’s amended and restated 1993 Stock Option and Performance Incentive Plan (the “1993 Plan”), 2011 Plan and 2015 Plan. Executive Contributions and related matching Registrant Contributions represent 2019 calendar year deferrals and matches on incentive compensation payments earned based on performance for the Fall 2018 season, which was paid in March 2019, and for the Spring 2019 season, which was paid in August 2019.
|
(2)
|
All of the contributions are reported in the 2019 Summary Compensation Table under the “Salary” and/or “Non-Equity Incentive Plan Compensation” columns.
|
(3)
|
Reflects the Company’s 200% match of associate contributions of up to 3% of base salary and bonus above the IRS qualified plan maximum compensation limit and the Company’s retirement contribution of 6% for less than five years of service or 8% for five or more years of service of compensation above the IRS qualified plan maximum compensation limit. Associates become fully vested in these contributions after six years of service. These contributions are also included under the “All Other Compensation” column of the 2019 Summary Compensation Table.
|
(4)
|
Non-qualified deferred cash compensation balances earn a fixed rate of interest determined prior to the beginning of each year.
|
(5)
|
Participants may elect to receive the funds in a lump sum or in up to ten annual installments following termination of employment, but generally may not make withdrawals during their employment. Deferrals under the Supplemental Retirement Plan, the 1993 Plan, the 2011 Plan and the 2015 Plan are unfunded.
|
(6)
|
Balance includes the value of deferred stock and RSUs at calendar year-end in the amount of $198,868 for Mr. Bersani. Value is calculated based on a stock price of $23.16 per share of Common Stock on January 31, 2020.
|
|
| |
Involuntary Without Cause or
Voluntary With Good Reason |
| |
Involuntary
Without Cause following Change in Control ($) |
| |
Death
($)(5) |
| |
Disability
($) |
| |
Voluntary
Resignation/ Retirement ($) |
|||
|
| |
w/out
Release ($) |
| |
& Signed
Release ($) |
| |||||||||||
Base Salary
|
| |
$0
|
| |
0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Bonus(2)
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
|
Gain of Accelerated Stock Options(3)
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
Value of Pro-rated or Accelerated PSUs/RSUs(3)
|
| |
0
|
| |
3,730,520
|
| |
7,321,941
|
| |
7,321,941
|
| |
7,321,941
|
| |
3,730,520
|
Benefits and Perquisites(4)
|
| |
48,619
|
| |
48,619
|
| |
48,619
|
| |
1,848,619
|
| |
503,045
|
| |
48,619
|
Tax Gross-Up
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
Total
|
| |
$48,619
|
| |
$3,779,139
|
| |
$7,370,560
|
| |
$9,170,560
|
| |
$7,824,986
|
| |
$3,779,139
|
|
| |
Involuntary Without Cause or
Voluntary With Good Reason |
| |
Involuntary
Without Cause following Change in Control ($) |
| |
Death
($)(5) |
| |
Disability
($) |
| |
Voluntary
Resignation/ Retirement ($) |
|||
|
| |
w/out
Release ($) |
| |
& Signed
Release ($) |
| |||||||||||
Base Salary
|
| |
$900,000
|
| |
$1,800,000
|
| |
$1,800,000
|
| |
$0
|
| |
$0
|
| |
$0
|
Bonus(2)
|
| |
0
|
| |
1,620,000
|
| |
2,526,462
|
| |
0
|
| |
0
|
| |
0
|
Gain of Accelerated Stock Options(3)
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
Value of Pro-rated or Accelerated PSUs/RSUs(3)
|
| |
0
|
| |
1,652,813
|
| |
4,069,583
|
| |
4,069,583
|
| |
4,069,583
|
| |
1,652,813
|
Benefits and Perquisites(4)
|
| |
65,405
|
| |
72,148
|
| |
72,148
|
| |
1,851,919
|
| |
505,291
|
| |
51,919
|
Tax Gross-Up
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
Total
|
| |
$965,405
|
| |
$5,144,961
|
| |
$8,468,193
|
| |
$5,921,502
|
| |
$4,574,874
|
| |
$1,704,732
|
|
| |
Involuntary Without Cause or
Voluntary With Good Reason |
| |
Involuntary
Without Cause following Change in Control ($) |
| |
Death
($)(5) |
| |
Disability
($) |
| |
Voluntary
Resignation/ Retirement ($) |
|||
|
| |
w/out
Release ($) |
| |
& Signed
Release ($) |
| |||||||||||
Base Salary
|
| |
$1,300,000
|
| |
$2,600,000
|
| |
$2,600,000
|
| |
$0
|
| |
$0
|
| |
$0
|
Bonus(2)
|
| |
0
|
| |
2,340,000
|
| |
3,649,334
|
| |
0
|
| |
0
|
| |
0
|
Gain of Accelerated Stock Options(3)
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
Value of Pro-rated or Accelerated PSUs/RSUs(3)
|
| |
0
|
| |
2,235,264
|
| |
5,469,396
|
| |
5,469,396
|
| |
5,469,396
|
| |
2,235,264
|
Benefits and Perquisites(4)
|
| |
91,497
|
| |
98,324
|
| |
98,324
|
| |
2,077,843
|
| |
631,257
|
| |
77,843
|
Tax Gross-Up
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
Total
|
| |
$1,391,497
|
| |
$7,273,588
|
| |
$11,817,054
|
| |
$7,547,239
|
| |
$6,100,653
|
| |
$2,313,107
|
|
| |
Involuntary Without Cause or
Voluntary With Good Reason |
| |
Involuntary
Without Cause following Change in Control ($) |
| |
Death
($)(5) |
| |
Disability
($) |
| |
Voluntary
Resignation/ Retirement ($)(6) |
|||
|
| |
w/out
Release ($) |
| |
& Signed
Release ($) |
| |||||||||||
Base Salary
|
| |
$900,000
|
| |
$1,800,000
|
| |
$1,800,000
|
| |
$0
|
| |
$0
|
| |
$0
|
Bonus(2)
|
| |
0
|
| |
1,170,000
|
| |
1,801,602
|
| |
0
|
| |
0
|
| |
0
|
Gain of Accelerated Stock Options(3)
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
Value of Pro-rated or Accelerated PSUs/RSUs(3)
|
| |
0
|
| |
935,456
|
| |
2,802,522
|
| |
2,802,522
|
| |
2,802,522
|
| |
0
|
Benefits and Perquisites(4)
|
| |
44,080
|
| |
51,784
|
| |
51,784
|
| |
1,911,054
|
| |
564,906
|
| |
0
|
Tax Gross-Up
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
Total
|
| |
$944,080
|
| |
$3,957,240
|
| |
$6,455,908
|
| |
$4,713,576
|
| |
$3,367,428
|
| |
$0
|
|
| |
Involuntary Without Cause or
Voluntary With Good Reason |
| |
Involuntary
Without Cause following Change in Control ($) |
| |
Death
($)(5) |
| |
Disability
($) |
| |
Voluntary
Resignation/ Retirement ($) |
|||
|
| |
w/out
Release ($) |
| |
& Signed
Release ($) |
| |||||||||||
Base Salary
|
| |
$800,000
|
| |
$1,600,000
|
| |
$1,600,000
|
| |
$0
|
| |
$0
|
| |
$0
|
Bonus(2)
|
| |
0
|
| |
1,120,000
|
| |
1,694,307
|
| |
0
|
| |
0
|
| |
0
|
Gain of Accelerated Stock Options(3)
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
Value of Pro-rated or Accelerated PSUs/RSUs(3)
|
| |
0
|
| |
1,339,366
|
| |
3,520,876
|
| |
3,520,876
|
| |
3,520,876
|
| |
1,339,366
|
Benefits and Perquisites(4)
|
| |
49,900
|
| |
56,727
|
| |
56,727
|
| |
2,036,246
|
| |
464,660
|
| |
36,246
|
Tax Gross-Up
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
Total
|
| |
$849,900
|
| |
$4,116,093
|
| |
$6,871,910
|
| |
$5,557,122
|
| |
$3,985,536
|
| |
$1,375,612
|
(1)
|
Assumes a termination date of February 1, 2020.
|
(2)
|
Bonus amounts assumed at target. Under “Involuntary without Cause or Voluntary with Good Reason” termination scenarios, actual bonus payments would be equal to the bonus payment the NEO would have received if he or she had remained employed with the Company for a period of one year after the termination date of February 1, 2020. Under an “Involuntary Without Cause following Change in Control” termination scenario, bonus payments will be equal to the sum of the last four seasonal bonus payments received.
|
(3)
|
Reflects the value of unvested RSUs, PSUs and stock options that, subject to achievement of pre-established performance conditions, if applicable, would become vested based on the $23.16 fair market value of a share of Common Stock on the last trading day of the fiscal year (January 31, 2020).
|
(4)
|
Estimates for benefits and perquisites include the pro rata value of retirement plan contributions on earnings accrued up to the termination date and the continuation of medical, dental and other insurance benefits. Under the “Death” and “Disability” scenarios, includes proceeds from life and disability insurance policies and the value of unvested retirement plan balances that would become vested.
|
(5)
|
Generally, in the event of an NEO’s death, subject to the achievement of any underlying performance conditions, any time-vesting conditions are deemed satisfied. Upon death, any outstanding RSUs or PSUs held by Mr. Wexner vest in full without regard to performance. RSUs and PSUs awarded to our other NEOs continue to be subject to continued vesting based on performance (except for RSUs granted to Mr. Bersani and Ms. Milano, for whom there are no performance conditions attached to the RSU grants awarded in March or April of 2018).
|
(6)
|
Ms. Milano has not met the age and/or service requirement to qualify for pro rata RSU or PSU vesting and retirement plan contributions under the retirement provisions of the 2011 Plan, the 2015 Plan and the qualified and non-qualified retirement plans.
|
(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;
|
(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 stockholders of the Company was approved by a vote of at least two-thirds of the directors then in office who either were directors at the beginning of the period or whose election or nomination for election was so approved) cease for any reason to constitute a majority of directors then constituting the Board;
|
(c)
|
a reorganization, merger or consolidation of the Company is consummated, unless more than 50% of the outstanding shares of Common Stock are beneficially owned by individuals and entities who owned Common Stock just prior to such reorganization, merger or consolidation; or
|
(d)
|
the consummation of a complete liquidation or dissolution of the Company.
|
|
We are committed to aligning our executive compensation with our Company’s performance. In connection with the Company’s continued decline in performance, the Compensation Committee reduced our CEO’s target and actual compensation each year since 2016. These actions by the Compensation Committee, resulted in CEO compensation that decreased significantly more than the decline in performance. Specifically, when comparing fiscal 2019 CEO pay with performance:
|
| |||
|
|
| |
|
|
|
•
|
| |
On a one year basis (from February 1, 2019 to January 31, 2020) our stock price is down 15% and adjusted operating income is down 14% while actual CEO direct compensation is down 20%.
|
|
|
•
|
| |
On a three year basis (from January 27, 2017 through January 31, 2020) our stock price is down 61% and adjusted operating income is down 40% while actual CEO direct compensation is down 79%.
|
|
|
•
|
| |
On a five year basis (from January 30, 2015 through January 31, 2020) our stock price is down 73% and adjusted operating income is down 37% while actual CEO direct compensation is down 87%.
|
|
|
|
| |
|
|
|
CEO target and actual compensation for fiscal 2019 is near the lowest among our peers. The unfolding COVID-19 crisis and its impact on the economy and our business will be taken into account in reviewing and setting the compensation of NEOs as we go forward.
|
| |||
|
|
| |
|
|
Name
|
| |
Fees Earned or
Paid in Cash ($)(2) |
| |
Stock
Awards ($)(3) |
| |
Total ($)
|
Patricia S. Bellinger
|
| |
$121,900
|
| |
$121,902
|
| |
$243,802
|
E. Gordon Gee
|
| |
134,400
|
| |
134,419
|
| |
268,819
|
Dennis S. Hersch(4)
|
| |
30,475
|
| |
121,902
|
| |
152,377
|
Donna A. James
|
| |
164,400
|
| |
144,422
|
| |
308,822
|
David T. Kollat(4)(5)
|
| |
115,675
|
| |
156,911
|
| |
272,586
|
Michael G. Morris
|
| |
135,155
|
| |
124,417
|
| |
259,572
|
Sarah E. Nash(4)
|
| |
96,369
|
| |
111,906
|
| |
208,276
|
Robert H. Schottenstein
|
| |
124,400
|
| |
124,417
|
| |
248,817
|
Anne Sheehan(4)
|
| |
87,406
|
| |
111,906
|
| |
199,313
|
Stephen D. Steinour
|
| |
111,900
|
| |
111,928
|
| |
223,828
|
Allan R. Tessler
|
| |
194,400
|
| |
169,400
|
| |
363,800
|
Abigail S. Wexner
|
| |
141,900
|
| |
131,905
|
| |
273,805
|
Raymond Zimmerman
|
| |
134,400
|
| |
134,419
|
| |
268,819
|
(1)
|
Directors who are also associates receive no additional compensation for their service as directors. Our current Board’s compensation plan does not provide for stock option awards, non-equity incentive plan compensation, pension or non-qualified deferred compensation. At the end of four years of membership on the Board, each member must maintain ownership of Common Stock equal to the amount of Common Stock received as director compensation over the four-year period.
|
(2)
|
Directors receive an annual cash retainer of $111,900; directors receive an additional annual cash retainer of $12,500 for membership on the Audit and Compensation Committees and $10,000 for all other committee memberships; the Audit Committee Chair receives an additional $20,000; the Compensation Committee Chair and the Nominating & Governance Committee Chair each receives an additional $15,000; and other committee chairs receive $10,000; and the lead independent director receives an additional cash retainer of $15,000.
|
(3)
|
Directors receive an annual stock retainer worth $111,900; directors receive an additional annual stock grant worth $12,500 for membership on the Audit and Compensation Committees and worth $10,000 for other committee memberships; and the lead independent director receives an additional stock retainer of $15,000. Stock retainers were granted under the 2015 Plan. The number of shares issued is calculated based on the fair market value of Common Stock on the date the shares were issued. The value of stock awards reflects the aggregate grant date fair value, excluding estimated forfeitures, computed in accordance with ASC Topic 718 Compensation—Stock Compensation, for each award. See Note 20 to the Company’s financial statements filed in the 2019 10-K for a discussion of our assumptions in determining the aggregate grant date fair value of these awards.
|
(4)
|
Mr. Hersch and Dr. Kollat retired from the Board and Ms. Nash and Ms. Sheehan were each named to the Board effective May 16, 2019.
|
(5)
|
Cash payments to Dr. Kollat include $67,033 for consulting services provided to the Compensation Committee following his retirement from the Board.
|
|
| |
Compensation Committee
|
|
| |
|
|
| |
Michael G. Morris, Chair
|
|
| |
E. Gordon Gee
|
|
| |
Robert H. Schottenstein
|
•
|
the median of the annual total compensation of all our employees (except our CEO) was $13,490;
|
•
|
the annual total compensation of our CEO was $3,783,221; and
|
•
|
the ratio of these two amounts is 280 to 1. We believe that this ratio is calculated in a manner consistent with the requirements of the Pay Ratio Rule.
|
Name of Beneficial Owner
|
| |
Number of Shares of Common
Stock Beneficially Owned(a)(b) |
| |
Percent of Class
|
Patricia S. Bellinger
|
| |
11,271(d)
|
| |
*
|
James Bersani
|
| |
213,848(c)(e)
|
| |
*
|
Stuart B. Burgdoerfer
|
| |
161,105(c)
|
| |
*
|
E. Gordon Gee
|
| |
24,349(d)
|
| |
*
|
Donna A. James
|
| |
65,305(d)
|
| |
*
|
Charles C. McGuigan
|
| |
322,899(c)(g)
|
| |
*
|
Shelley B. Milano
|
| |
44,110(c)
|
| |
*
|
Michael G. Morris
|
| |
24,791(d)
|
| |
*
|
Sarah E. Nash
|
| |
5,251(d)
|
| |
*
|
Robert H. Schottenstein
|
| |
15,865(d)(j)
|
| |
*
|
Anne Sheehan
|
| |
4,086(d)
|
| |
*
|
Stephen D. Steinour
|
| |
16,277(d)
|
| |
*
|
Allan R. Tessler
|
| |
116,501
|
| |
*
|
Abigail S. Wexner
|
| |
14,557,292(f)
|
| |
5.26%
|
Leslie H. Wexner
|
| |
48,121,098(c)(g)(h)
|
| |
17.40%
|
Raymond Zimmerman
|
| |
164,835(d)(i)
|
| |
*
|
All directors and executive officers as a group
|
| |
49,311,591(c)-(i)
|
| |
17.83%
|
*
|
Less than 1%
|
(a)
|
Unless otherwise indicated, each named person has voting and investment power over the listed shares and such voting and investment power is exercised solely by the named person or shared with a spouse. None of the listed shares have been pledged as security or otherwise deposited as collateral.
|
(b)
|
Reflects beneficial ownership of shares of Common Stock, and shares outstanding, as of February 1, 2020.
|
(c)
|
Includes the following number of shares issuable within 60 days of February 1, 2020, upon the exercise or vesting of outstanding stock awards: Mr. Bersani, 104,852; Mr. Burgdoerfer, 114,442; Mr. McGuigan, 152,817; Ms. Milano, 32,911; Mr. Wexner, 684,537; and all directors and executive officers as a group, 1,089,559.
|
(d)
|
Includes the following number of deferred stock units credited to directors’ accounts under the 2003 Stock Award and Deferred Compensation Plan for Non-Associate Directors that could be convertible into Common Stock within 60 days after termination from the Board: Ms. Bellinger, 11,271; Dr. Gee, 23,393; Ms. James, 43,567; Mr. Morris, 14,681; Ms. Nash, 5,251; Mr. Schottenstein, 11,365; Ms. Sheehan, 4,086; Mr. Steinour, 6,277; Mr. Zimmerman, 115,348; and all directors as a group, 235,239. Mr. Morris has elected to receive pay-out of his deferred stock units over three years, and his total represents 1/3 of the units which he would be owed upon his termination from the Board. Mr. Steinour has elected to receive pay-out of his deferred stock units over five years, and his total represents 1/5 of the units which he would be owed upon his termination from the Board.
|
(e)
|
Includes the following number of deferred stock units credited to executives’ accounts under the Company’s Stock Option and Performance Incentive Plan that could be convertible into Common Stock within 60 days after termination of employment with the Company: Mr. Bersani, 8,586.
|
(f)
|
Excludes 33,563,806 shares beneficially owned by Mr. Wexner as to which Mrs. Wexner disclaims beneficial ownership. Includes 127,567 shares held by The Linden East Trust; 3,081,741 shares held by The Wexner Family Charitable Fund; and 191,515 shares held by The Beech Trust. Mrs. Wexner shares voting and investment power with Mr. Wexner with respect to shares held by The Linden East Trust, The Wexner Family Charitable Fund and The Beech Trust, and shares voting and investment power with Dennis Hersch with respect to shares held by The Linden East Trust. Includes 11,156,469 shares directly owned by Mrs. Wexner.
|
(g)
|
Includes the following number of shares held in the Savings and Retirement Plan (as of February 1, 2020), over which Messrs. McGuigan and Wexner have investment but not voting power: Mr. McGuigan, 4,874; and Mr. Wexner, 1,913,207.
|
(h)
|
Includes 127,567 shares held by The Linden East Trust; 8,483,845 shares held by The Linden West Trust; 3,081,741 shares held by The Wexner Family Charitable Fund; and 191,515 shares held by The Beech Trust. Mr. Wexner shares voting and investment power with Mrs. Wexner with respect to shares held by The Linden East Trust, The Wexner Family Charitable Fund and The Beech Trust, and shares voting and investment power with Dennis Hersch with respect to the shares held by The Linden East Trust and The Linden West Trust. Includes 4,892,608 shares held by the Wexner Personal Holdings Corporation, of which Mr. Wexner is the sole stockholder, director and officer. Includes 11,156,469 shares directly owned by Mrs. Wexner, as to which Mr. Wexner may be deemed to share voting and investment power. Includes 17,589,609 shares directly owned by Mr. Wexner.
|
(i)
|
Includes 3,648 shares which are Mr. Zimmerman’s pro rata share of 10,944 shares owned by a corporation of which Mr. Zimmerman is president and a 33% stockholder.
|
(j)
|
Includes 2,500 shares held by the Frances Schottenstein 2010 Irrevocable Trust, for which Mr. Schottenstein is co-trustee and shares voting and investment power; and 2,000 shares held by the Irving Schottenstein Marital Trust 2, for which Mr. Schottenstein is co-trustee and has sole voting and investment power. Mr. Schottenstein has a financial interest in 500 of the foregoing shares held by the Irving Schottenstein Marital Trust 2.
|
Name and Address of Beneficial Owner
|
| |
Amount
Beneficially Owned |
| |
Percent
of Class |
Leslie H. Wexner(1)
Three Limited Parkway P.O. Box 16000 Columbus, OH 43216 |
| |
48,121,098
|
| |
17.40%
|
|
| |
|
| |
|
The Vanguard Group(2)
100 Vanguard Blvd. Malvern, PA 19355 |
| |
25,799,747
|
| |
9.33%
|
|
| |
|
| |
|
BlackRock, Inc.(3)
55 East 52nd Street New York, NY 10055 |
| |
19,475,921
|
| |
7.00%
|
|
| |
|
| |
|
PRIMECAP Management Company(4)
177 E. Colorado Blvd., 11th Floor Pasadena, CA 91105 |
| |
18,278,971
|
| |
6.61%
|
|
| |
|
| |
|
Lone Pine Capital LLC, David F. Craver, Brian F. Doherty, Mala Gaonkar, Kelly A. Granat, Stephen F. Mandel, Jr. and Kerry A. Tyler(5)
|
| |
14,691,499
|
| |
5.30%
|
Two Greenwich Plaza
Greenwich, CT 06830 |
| |
|
| |
|
|
| |
|
| |
|
Melvin Capital Management LP(6)
535 Madison Avenue, 22nd Floor New York, NY 10022 |
| |
14,200,000
|
| |
5.10%
|
(1)
|
As of February 1, 2020. For a description of Mr. Wexner’s beneficial ownership, see “Security Ownership of Directors and Management” on page 55.
|
(2)
|
As of December 31, 2019, based solely on information set forth in the Schedule 13G/A filed February 12, 2020 by The Vanguard Group, The Vanguard Group has sole dispositive power over 25,488,514 shares and sole voting power over 296,698 shares, and has shared dispositive power over 311,233 shares and shared voting power over 44,137 shares.
|
(3)
|
As of December 31, 2019, based solely on information set forth in the Schedule 13G/A filed February 5, 2020 by BlackRock, Inc., BlackRock, Inc. has sole dispositive power over 19,475,921 shares and sole voting power over 17,815,988 shares.
|
(4)
|
As of December 31, 2019, based solely on information set forth in the Schedule 13G/A filed February 12, 2020 by PRIMECAP Management Company, PRIMECAP Management Company has sole dispositive power over 18,278,971 shares and sole voting power over 17,448,322 shares.
|
(5)
|
As of December 31, 2019, based solely on information set forth in the Schedule 13G filed February 18, 2020 by Lone Pine Capital LLC, David F. Craver, Brian F. Doherty, Mala Gaonkar, Kelly A. Granat, Stephen F. Mandel, Jr. and Kerry A. Tyler (each, a “Lone Pine Reporting Person”), each Lone Pine Reporting Person has shared dispositive power over 14,691,499 shares and shared voting power over 14,691,499 shares.
|
(6)
|
As of March 20, 2020, based solely on information set forth in the Schedule 13G filed March 24, 2020 by Melvin Capital Management LP, Melvin Capital Management LP has shared dispositive power over 14,200,000 shares and shared voting power over 14,200,000 shares.
|
|
| |
By Order of the Board of Directors,
|
|
| |
|
|
| |
/s/ Leslie H. Wexner
|
|
| |
|
|
| |
Leslie H. Wexner
Chairman of the Board |
Date:
|
May 14, 2020
|
Time:
|
8:30 a.m., Eastern Time
|
Place:
|
Three Limited Parkway,
Columbus, Ohio 43230 |