☐
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Preliminary Proxy Statement
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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/ Sarah E. Nash
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/s/ Andrew M. Meslow
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Sarah E. Nash
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Andrew M. Meslow
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Chair of the Board
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Chief Executive Officer
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Elect the ten 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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Hold an advisory vote to approve named executive officer compensation.
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Vote on the stockholder proposal regarding stockholder action by written consent, if properly presented at the meeting.
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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/ Sarah E. Nash
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Sarah E. Nash
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Chair of the Board
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Date:
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May 20, 2021
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Time:
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10:30 a.m., Eastern Time
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Place:
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Three Limited Parkway, Columbus, Ohio 43230
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“FOR” the election of the Board’s ten nominees for director (as described on page 5);
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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 advisory vote to approve named executive officer compensation (as described on page 17); and
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“AGAINST” the stockholder proposal regarding stockholder action by written consent (as described on page 19).
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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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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” and broker non-votes 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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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 Human Capital and Compensation Committee (the “HCC Committee”) will take into account the outcome of the vote when considering future executive compensation decisions.
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The stockholder proposal requires the affirmative vote of a majority of the votes present in person or in proxy and voting thereon.
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Oversees the Company’s strategic plans, capital structure, assessment and management of enterprise risk, cybersecurity and data security policies and environmental, social and governance (“ESG”) matters.
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Regular reviews of succession plans for the Chief Executive Officer (the “CEO”) and other senior management positions.
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Independent Chair of the Board.
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Declassified the Board in 2020 – all directors are elected annually.
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Removed all supermajority voting requirements in our certificate of incorporation in 2020.
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Adopted proxy access, permitting up to 20 stockholders owning 3% or more of the outstanding shares of Common Stock continuously for at least three years to nominate the greater of two directors or up to 20% of our Board and include those nominees in our proxy materials.
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Stockholders who own at least 25% of the outstanding shares of Common Stock may call a special meeting of stockholders.
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In uncontested director elections, directors are elected by a majority of votes cast.
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No “poison pill” in effect.
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Annual Board and committee assessments enhance performance.
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Enterprise strategy for diversity, equity and inclusion.
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Reduction of environmental impact through use of sustainably-managed materials and partnerships with environmentally responsible suppliers.
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Commitment to improving the communities where we do business, including investing more than $8 million in non-profit organizations in our home office communities through the L Brands Foundation.
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Patricia S. Bellinger
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Director since 2017
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Age 60
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Human Capital and Compensation Committee
Nominating & Governance Committee
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Donna A. James
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Director since 2003
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Age 63
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Audit Committee
Nominating & Governance Committee
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Francis A. Hondal
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Director since 2021
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Age 56
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Danielle Lee
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Director since 2021
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Age 45
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Andrew M. Meslow
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Director since 2020
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Age 51
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Michael G. Morris
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Director since 2012
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Age 74
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Human Capital and Compensation Committee (Chair)
Executive Committee
Audit Committee
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Sarah E. Nash
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Director since 2019
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Age 67
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Chair of the Board
Executive Committee (Chair)
Nominating & Governance Committee (Chair)
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Robert H. Schottenstein
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Director since 2017
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Age 68
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Human Capital and Compensation Committee
Nominating & Governance Committee
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Anne Sheehan
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Director since 2019
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Age 64
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Audit Committee
Nominating & Governance Committee
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Director since 2014
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Age 62
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Audit Committee (Chair)
Executive Committee
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Diversity, Equity and Inclusion. Led by our Offices of Inclusion, we implemented a more robust enterprise strategy for diversity, equity and inclusion, based on the pillars of recruitment, education and development, engagement and retention, community and business. This includes the recruitment, retention and advancement of diverse talent among our Board, workforce and suppliers, that reflects the customers we serve and our communities. Specifically, we are taking the following steps:
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Leaders, including our CEO, are engaging in conversations with individual associates and teams to listen and learn. We are committed to providing both large and small, formal and informal forums for associates to be heard.
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We have gathered and are sharing resources to provide education, tools and insights for our associates on managing bias and being an ally.
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As noted below, we have increased our investment in organizations that fund the fight against racism and inequality.
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As an indication of our efforts in this area, we have scored between 95 and 100 on the Human Rights Campaign’s Corporate Equality Index every year for the past decade, with a perfect score of 100 in 2020.
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Respecting Human Rights and the Planet throughout our Supply Chain. We select suppliers based on their ability and commitment to meet our stringent standards related to safety, quality, labor and the environment. The majority of our production comes from the United States, China, Vietnam, Sri Lanka, Indonesia and India and includes many long-term strategic partners. Suppliers are audited for compliance with our supplier code of conduct, with particular emphasis on forced labor.
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Reducing our Environmental Impact.
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Driving toward sustainable materials. We are working to reduce our environmental impact through the use of more sustainable materials and fibers and partnerships with more environmentally responsible suppliers. For example, under the Company’s Forest Products Procurement Policy, we work with our suppliers to source packaging and products – including those containing man-made cellulosic fibers – from certified forestry operations to reduce the pressures on endangered forests. Additionally, the Company participates in global initiatives to improve cotton farming and, by the end of 2021, will procure 50% of the Company's cotton through these more sustainable sources.
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Minimizing use of hazardous chemicals. We have built a chemical management program (including supplier training) aimed at eliminating the discharge of priority chemical categories in conjunction with the manufacturing of our apparel products and have adopted the Zero Discharge of Hazardous Chemicals (ZDHC) Manufacturing Restricted Substances List (MRSL).
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Reducing energy consumption, water use and greenhouse gas emissions. We have rolled out numerous energy-efficiency projects, such as use of LED lamps in stores, home offices and distribution centers. We also have a commitment to using efficient means of transporting our goods. Since 2006, we have been a partner in the U.S. Environmental Protection Agency’s SmartWay Transport Partnership program, which works with companies to reduce greenhouse gas emissions and air pollution from transportation of goods. And since 2009, we have been a member of the Ceres Business for Innovative Climate and Energy Policy (BICEP), an advocacy coalition of businesses committed to working with policymakers to pass meaningful energy and climate legislation. With respect to water use, we have taken steps to conserve water use in our buildings and in landscaping.
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Supporting our Communities. In 2020, we invested more than $8 million in non-profit organizations in our home office communities through the L Brands Foundation, which included expanding our commitment to long-time community partners, the National Urban League and YWCA, by donating $1 million in 2020 to each of them (through their national and Columbus-based affiliates) to support the fight against racism and inequality.
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Empowering and Joining our Associates in Funding Research with the Goal of Ending Cancer. In 2020, we contributed to organizations such as Pelotonia and Susan G. Komen to support cancer research. Since 2010, L Brands has raised more than $65 million for Pelotonia where 100% of every participant-raised dollar funds cancer research at The Ohio State University Comprehensive Cancer Center – James Cancer Hospital and Solove Research Institute.
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Responding to COVID. Utilizing various COVID-19 safety measures that are designed to align with guidelines from the Centers for Disease Control and Prevention, we have taken a number of steps to protect our employees and customers, including use of temperature checks and verifications from our associates that they are symptom-free; compensation for our associates who are quarantining due to a positive COVID-19 test; providing face masks to our associates and instituting policies for use of face masks; taking steps to promote social distancing at our stores, distribution centers and customer care centers; and increasing our cleaning regimen.
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Andrew M. Meslow, CEO of L Brands.
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Stuart B. Burgdoerfer, CFO of L Brands and interim CEO of VS NewCo.
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James L. Bersani, President, Real Estate.
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Julie B. Rosen, President, Bath & Body Works.
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Deon N. Riley, Chief Human Resources Officer, L Brands and Bath & Body Works.
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Leslie H. Wexner, former CEO.
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Charles C. McGuigan, former Chief Operating Officer of L Brands and CEO of Mast Global.
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Shelley M. Milano, former Executive Vice President and Chief Human Resources Officer.
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In 2020, as part of the Company’s ongoing review of corporate governance practices, the Company amended our certificate of incorporation to eliminate the classified board structure and provide for all directors to be elected annually by stockholders. In addition, stockholders can remove directors with or without cause.
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In 2020, in response to stockholder feedback, the Company amended our certificate of incorporation to eliminate all supermajority voting provisions.
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The Company’s bylaws provide proxy access permitting a stockholder (or a group of up to 20 stockholders) owning 3% or more of the Company’s outstanding Common Stock continuously for at least three years, to nominate and include in the Company’s proxy materials director nominees constituting up to 20% of the Board.
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The Company has a majority voting standard for the election of directors in uncontested elections, and a director who does not obtain a majority vote is required to submit a letter of resignation.
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The Chair of the Board is an independent director.
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The Company does not have a shareholder rights plan or poison pill.
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Andrew M. Meslow, CEO of L Brands.
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Stuart B. Burgdoerfer, CFO of L Brands and interim CEO of VS NewCo.
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James L. Bersani, President, Real Estate.
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Julie B. Rosen, President, Bath & Body Works.
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Deon N. Riley, Chief Human Resources Officer, L Brands and Bath & Body Works.
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Leslie H. Wexner, former CEO.
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Charles C. McGuigan, former Chief Operating Officer of L Brands and CEO of Mast Global.
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Shelley M. Milano, former Executive Vice President and Chief Human Resources Officer.
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Suspended cash compensation for the Board for the first quarter of 2020.
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Designed a competitive compensation package for our new CEO to ensure appropriate performance incentive along with long-term retention (see “—CEO Compensation” for details).
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Temporarily reduced base compensation by 20% for leaders at the Senior Vice President level and above.
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Eliminated the 2020 annual merit increase for all associates.
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Suspended annual equity awards which, according to our normal practice, would have been granted to eligible leaders in March 2020.
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Implemented a broad-based cash retention program for full-time, salaried associates in our home office, distribution centers and call center, including our NEOs. The NEO retention program is designed to ensure business continuity and leadership stability for strategically important leaders who are critical to navigating the COVID-19 crisis and executing on our plan to operate VS NewCo and Bath & Body Works as separate, standalone companies during a period of significant uncertainty.
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Adjusted earnings per share of $3.46 compared to $2.29 last year(1).
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Comparable sales increased 21%; total sales decreased 8%, due to store closures.
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Gross profit rate increased by 450 basis points(1); driven by a significant increase in the merchandise margin rate and buying and occupancy expense leverage.
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Adjusted operating income increased $577 million to $1,808 million compared to $1,231 million last year(1); and the operating income rate increased by 580 basis points to 15.3%(1).
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Total stockholder return increased 77.6%.
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(1)
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Earnings per share and operating income determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for L Brands were $3.00 and $1,580 million for fiscal 2020 and $(1.33) and $258 million for fiscal 2019. Gross profit rate increased 490 basis points and operating income rate was 13.3% for fiscal 2020 calculated according to GAAP. The reconciliation of the adjusted measure to the comparable GAAP figure is on pages 30 through 32 of the 2020 10-K.
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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. 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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No single-trigger vesting of equity awards upon a change in control.
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Clawback policy as described under the heading “—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, subject to certain exceptions.
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Compensation Component
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Our Principles
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Pay Level
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Attract and retain superior leaders in a highly competitive market for talent.
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Pay competitively and equitably.
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Recognize depth and scope of accountability and complexity of responsibility.
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Pay Mix
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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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Recognize and reward enterprise, brand and individual performance.
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Align executives’ interests with stockholders’ interests.
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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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Retain and incentivize high-performers through long-term equity incentive awards.
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Businesses that are similar to ours in total revenue, market capitalization, global footprint, business and/or merchandise focus;
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Retailers that compete with us 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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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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2020 Base
Salary ($)
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Mr. Meslow
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1,275,000
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Mr. Burgdoerfer
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1,200,000
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Mr. Bersani
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800,000
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Ms. Rosen
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850,000
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Ms. Riley
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750,000
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An analysis of historical performance;
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Income goals for that brand;
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Overall economic environment including financial results of other comparable businesses; and
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Progress toward achieving our strategic plan.
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Fiscal 2020 Spring Season
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Fiscal 2020 Fall Season
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Adjusted
Operating Income
Goal (target)
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Actual
Performance(1)
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Adjusted
Operating Income
Goal (target)
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Actual
Performance(1)
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Bath & Body Works(2)
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$345 million
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$400 million
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$870 million
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$1,408 million
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VS NewCo(2)
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65 million
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(242) million
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40 million
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518 million
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Other(3)
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(52) million
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(173) million
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N/A
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N/A
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Total L Brands
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358 million
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(15) million
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N/A
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N/A
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(1)
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The adjusted operating income goal target and the actual performance columns present 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.
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(2)
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Fiscal 2020 Spring season operating income goals and performance for Bath & Body Works and VS NewCo reflect North America operations and fiscal 2020 Fall season operating income goals and performance reflect total segment, including international operations.
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(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 2020
Spring Season
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Fiscal 2020
Fall Season
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Threshold
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Maximum
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Threshold
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Maximum
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Bath & Body Works
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87%
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107%
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89%
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111%
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VS NewCo
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-154%
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177%
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-313%
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488%
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NEO
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Fiscal
2020
Target
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Fiscal 2020 Spring Performance Goal
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Fiscal 2020 Fall Performance Goal
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Mr. Meslow
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185%
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3% VS NewCo;
94% Bath & Body Works;
1% Other;
2% Total L Brands*
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13% VS NewCo;
87% Bath & Body Works
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Mr. Burgdoerfer
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180%
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48% VS NewCo;
24% Bath & Body Works;
10% Other;
18% Total L Brands*
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87% VS NewCo;
13% Bath & Body Works
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Mr. Bersani
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140%
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40% VS NewCo;
28% Bath & Body Works;
12% Other;
20% Total L Brands
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50% VS NewCo;
50% Bath & Body Works
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Ms. Rosen
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115%
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N/A
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100% Bath & Body Works
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Ms. Riley
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80%
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N/A
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100% Bath & Body Works
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*
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Spring payouts for Mr. Meslow and Mr. Burgdoerfer were pro-rated based on the number of days each NEO served in each of their roles during the season.
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Fiscal 2020 Target
Incentive
($)
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Fiscal 2020
Spring Incentive
Payout
($)
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Fiscal 2020
Fall Incentive
Payout
($)
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Total Fiscal 2020
Payout
($)
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Percent of Fiscal
2020 Target
(%)
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Mr. Meslow
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2,304,808
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1,658,928
|
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2,830,500
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4,489,428
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195%
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Mr. Burgdoerfer
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2,052,000
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417,636
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2,592,000
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3,009,636
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147%
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Mr. Bersani
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1,120,000
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250,880
|
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1,344,000
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1,594,880
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142%
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Ms. Rosen
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402,816
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N/A
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805,632
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| |
805,632
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200%
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Ms. Riley
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360,000
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N/A
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720,000
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720,000
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200%
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Target Value of
PSU Award
($)
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Value of Time-
Vested
RSU Award
($)
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Total Fiscal
2020 Equity
Award
Value
($)
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Mr. Meslow
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11,056,000
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1,274,555
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12,330,555
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Mr. Burgdoerfer
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—
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—
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—
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Mr. Bersani
|
| |
—
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—
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| |
—
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Ms. Rosen
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—
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849,986
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| |
849,986
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Ms. Riley
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—
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749,996
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749,996
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Total Cash
Retention Amount
($)
|
Mr. Meslow
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6,000,000
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Mr. Burgdoerfer
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4,500,000
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Mr. Bersani
|
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2,250,000
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Ms. Rosen
|
| |
N/A
|
Ms. Riley
|
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500,000
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•
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40% of the award may be earned based on fiscal 2020 through 2022 performance and vests in 2023
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•
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30% of the award may be earned based on fiscal 2021 through 2023 performance and vests in 2024
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•
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30% of the award may be earned based on fiscal 2022 through 2024 performance and vests in 2025
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# Shares Earned
|
| |
3-Year Revenue Growth
Relative to Peer Group
|
| |
3-Year Cumulative Operating
Income Rate
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Threshold
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| |
500,000
|
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30th percentile
|
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16%
|
Target
|
| |
1,000,000
|
| |
50th percentile
|
| |
18%
|
Maximum
|
| |
1,500,000
|
| |
90th percentile
|
| |
22%
|
Abercrombie & Fitch Co.
|
| |
Hanesbrands Inc.
|
| |
Sally Beauty Holdings Inc.
|
American Eagle Outfitters Inc.
|
| |
lululemon athletica inc.
|
| |
Tapestry Inc.
|
Big Lots, Inc.
|
| |
Michael’s Co. Inc.
|
| |
The Estee Lauder Companies Inc.
|
Burlington Stores Inc.
|
| |
Newell Brands Inc.
|
| |
Tractor Supply Company
|
Coty Inc.
|
| |
Nu Skin Enterprises Inc.
|
| |
Ulta Beauty Inc.
|
Designer Brands Inc.
|
| |
Ralph Lauren Corporation
|
| |
Williams Sonoma Inc.
|
Foot Locker Inc.
|
| |
Revlon Inc.
|
| |
|
•
|
Assisting in evaluation of and providing recommendations for CEO and other NEO compensation;
|
•
|
Informing the HCC Committee of changing market practices;
|
•
|
Consulting on our executive compensation strategy and program design;
|
•
|
Analyzing the competitiveness of executive pay;
|
•
|
Assisting in the selection of our peer group; and
|
•
|
Assisting in the preparation and review of this disclosure.
|
|
We are committed to aligning our executive compensation with our Company’s performance. In connection with the Company’s strong performance in fiscal 2020, our NEOs earned above-target short-term performance incentive payments according to the payout formulas established at the beginning of each six-month performance period without retroactive adjustment for the impact of the COVID-19 crisis on results. Long-term equity incentives were granted only to our CEO as a one-time incentive in connection with his promotion and to Ms. Rosen and Ms. Riley as hiring incentives in connection with their employment offers, and we did not otherwise grant annual equity awards to our NEOs during fiscal 2020. Substantially all of the long-term incentive to our CEO is subject to challenging performance requirements that will only be earned if the Company achieves rigorous growth, profitability and return metrics that provide incentive for a balance of growth and profitability, support the strategic direction of the Company, and alignment with stockholders.
|
| |||
|
|
| |
|
|
|
In summary, there is alignment between our performance, our stockholders’ interests and our NEOs’ pay. Accordingly, we recommend stockholders vote FOR our executive compensation program as outlined in Proposal 3.
|
|
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
($)
|
Andrew M. Meslow
Chief Executive Officer
|
| |
2020
|
| |
$1,183,462
|
| |
$0
|
| |
$12,330,555
|
| |
$0
|
| |
$4,489,428
|
| |
$146,274
|
| |
$345,220
|
| |
$18,494,939
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
||
Stuart B. Burgdoerfer
Executive Vice President,
Chief Financial Officer,
Interim Chief Executive Officer, VS NewCo
|
| |
2020
|
| |
1,068,462
|
| |
0
|
| |
0
|
| |
0
|
| |
3,009,636
|
| |
100,128
|
| |
241,317
|
| |
4,419,543
|
|
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
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
James L. Bersani
President, Real Estate
|
| |
2020
|
| |
763,077
|
| |
250,000
|
| |
0
|
| |
0
|
| |
1,594,880
|
| |
197,626
|
| |
191,420
|
| |
2,997,003
|
|
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
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Julie B. Rosen
President, Bath & Body Works
|
| |
2020
|
| |
277,885
|
| |
1,000,000
|
| |
849,986
|
| |
0
|
| |
805,632
|
| |
0
|
| |
870
|
| |
2,934,373
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
||
Deon N. Riley
Chief Human Resources Officer,
L Brands and Bath & Body Works
|
| |
2020
|
| |
54,808
|
| |
0
|
| |
749,996
|
| |
0
|
| |
720,000
|
| |
0
|
| |
209
|
| |
1,525,013
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
||
Leslie H. Wexner
Former Chief Executive Officer,
Chairman Emeritus
|
| |
2020
|
| |
318,461
|
| |
0
|
| |
0
|
| |
0
|
| |
188,308
|
| |
637,061
|
| |
410,379
|
| |
1,554,209
|
|
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
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Charles C. McGuigan
Former Chief Operating Officer,
CEO/President, Mast Global
|
| |
2020
|
| |
575,000
|
| |
0
|
| |
0
|
| |
0
|
| |
3,332,160
|
| |
156,266
|
| |
1,073,439
|
| |
5,136,865
|
|
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
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Shelley M. Milano
Former Chief Human Resources Officer, L Brands
|
| |
2020
|
| |
709,615
|
| |
0
|
| |
0
|
| |
0
|
| |
1,666,080
|
| |
28,321
|
| |
1,886,198
|
| |
4,290,214
|
|
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
|
(1)
|
Performance-based incentive compensation bonuses are disclosed in this table in the “Non-Equity Incentive Plan Compensation” column. The bonus paid to Ms. Rosen was paid as a hiring incentive in connection with her employment offer. The bonus paid to Mr. Bersani was in recognition of his extraordinary efforts leading the Real Estate team during the COVID-19 pandemic, generating significant occupancy savings for the Company.
|
(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. PSUs granted to Mr. Meslow in fiscal 2020 include a specified market condition which can adjust the number of shares which vest under the award. The market condition compares total stockholder return to that of a designated peer group over the performance period. The award was valued using a Monte Carlo simulation model, which requires certain assumptions, including the risk-free interest rate, expected volatility and the estimated dividend yield. Assuming maximum achievement of performance conditions, the value of Mr. Meslow’s PSUs at the grant date was $16,584,000. Stock options are valued using the Black-Scholes option pricing model. See Note 19 to the Company’s financial statements filed in the 2020 10-K for the related assumptions for stock options granted during fiscal 2019 and 2018 and for a discussion of our assumptions in determining the aggregate grant date fair value of these awards. Awards vest over time and, therefore, are not realizable on an annual basis, nor is the ultimate value determinable without reference to future performance.
|
(3)
|
Stock and option awards were granted to each NEO under the Company’s 2015 Plan and 2020 Plan. Awards are long-term compensation and generally vest over three to five years and are not realizable on an annual basis.
|
(4)
|
Represents the aggregate of the non-equity performance-based incentive compensation for the applicable fiscal Spring and Fall selling seasons. Incentive compensation targets are set based on a percentage of base salary and are paid seasonally based on the achievement of adjusted operating income results. The following table illustrates the amount of the compensation which is paid in cash and voluntarily deferred:
|
|
| |
Paid in Cash
($)
|
| |
Deferred
Cash
($)
|
| |
Total
($)
|
Mr. Meslow
|
| |
$4,489,428
|
| |
$0
|
| |
$4,489,428
|
Mr. Burgdoerfer
|
| |
3,002,098
|
| |
7,538
|
| |
3,009,636
|
Mr. Bersani
|
| |
1,581,188
|
| |
13,692
|
| |
1,594,880
|
Ms. Rosen
|
| |
795,286
|
| |
10,346
|
| |
805,632
|
Ms. Riley
|
| |
709,154
|
| |
10,846
|
| |
720,000
|
Mr. Wexner
|
| |
188,308
|
| |
0
|
| |
188,308
|
Mr. McGuigan
|
| |
3,332,160
|
| |
0
|
| |
3,332,160
|
Ms. Milano
|
| |
1,666,080
|
| |
0
|
| |
1,666,080
|
(5)
|
The Company does not sponsor a defined benefit retirement plan (tax-qualified or non-qualified). For fiscal 2020, the amounts shown represent the amount by which earnings on each NEO’s non-qualified plan balance at an annual effective rate of 4.23% exceed 120% of the applicable federal long-term rate at the time the rate was set in October 2019.
|
(6)
|
The following table details all other compensation paid to each NEO during our last fiscal year:
|
|
| |
Financial
Planning
Services
Provided
to
Executive
($)
|
| |
Incremental
Company
Cost
to Provide
Supplemental
Life and
Disability
Insurance
Coverage
($)
|
| |
Company
Contributions
to
the Executive’s
Qualified and
Non-Qualified
Retirement
Plan
Account
($)
|
| |
Severance
Pay
($)
|
| |
Retention
Bonus
($)
|
| |
Board
of
Director
Retainer
Paid in
Stock
($)
|
| |
Board of
Director
Retainer
Paid in
Cash
($)
|
| |
Total
($)
|
Mr. Meslow
|
| |
$0
|
| |
$2,598
|
| |
$342,622
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$345,220
|
Mr. Burgdoerfer
|
| |
0
|
| |
2,664
|
| |
238,653
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
241,317
|
Mr. Bersani
|
| |
4,739
|
| |
2,145
|
| |
184,536
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
191,420
|
Ms. Rosen
|
| |
0
|
| |
870
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
870
|
Ms. Riley
|
| |
0
|
| |
209
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
209
|
Mr. Wexner
|
| |
0
|
| |
659
|
| |
217,272
|
| |
0
|
| |
0
|
| |
80,543
|
| |
111,905
|
| |
410,379
|
Mr. McGuigan
|
| |
945
|
| |
1,076
|
| |
346,418
|
| |
725,000
|
| |
0
|
| |
0
|
| |
0
|
| |
1,073,439
|
Ms. Milano
|
| |
0
|
| |
1,800
|
| |
193,913
|
| |
190,385
|
| |
1,500,100
|
| |
0
|
| |
0
|
| |
1,886,198
|
|
| |
|
| |
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(1)
|
| |
Estimated Future Payouts
Under Equity Incentive Plan
Awards(2)
|
| |
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(3)
|
| |
All Other
Option
Awards:
Number of
Securities
Under-
lying
Options
(#)
|
| |
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
| |
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(4)
|
||||||||||||
Name
|
| |
Grant
Date
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| |||||||||||
Andrew M. Meslow
|
| |
2/20/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
64,048
|
| |
|
| |
|
| |
$1,274,555
|
|
| |
5/14/2020
|
| |
|
| |
|
| |
|
| |
500,000
|
| |
1,000,000
|
| |
1,500,000
|
| |
|
| |
|
| |
|
| |
11,056,000
|
|
| |
|
| |
$460,962
|
| |
$2,304,808
|
| |
$4,609,616
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Stuart B. Burgdoerfer
|
| |
|
| |
410,400
|
| |
2,052,000
|
| |
4,104,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
James L. Bersani
|
| |
|
| |
224,000
|
| |
1,120,000
|
| |
2,240,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Julie B. Rosen
|
| |
9/8/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
26,958
|
| |
|
| |
|
| |
849,986
|
|
| |
|
| |
195,500
|
| |
977,500
|
| |
1,955,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Deon N. Riley
|
| |
12/29/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
19,952
|
| |
|
| |
|
| |
749,996
|
|
| |
|
| |
120,000
|
| |
600,000
|
| |
1,200,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Leslie H. Wexner
|
| |
|
| |
750,000
|
| |
1,500,000
|
| |
3,000,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Charles C. McGuigan
|
| |
|
| |
468,000
|
| |
2,340,000
|
| |
4,680,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Shelley M. Milano
|
| |
|
| |
234,000
|
| |
1,170,000
|
| |
2,340,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
(1)
|
Non-Equity Incentive Plan Awards represent the Threshold, Target and Maximum opportunities under the 2015 ICPP for the fiscal 2020 Spring and Fall seasons. The actual amount earned under this plan is disclosed in the 2020 Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column.
|
(2)
|
Equity Incentive Plan Awards were granted pursuant to the 2020 Plan. Awards granted to Mr. Meslow 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 achievement of (i) revenue growth during the three year performance period relative to peers and (ii) cumulative operating income as a percentage of cumulative sales, in each case as set forth under the heading —Compensation for NEOs—“Long-Term Equity Compensation.”
|
(3)
|
All Other Stock Awards were granted pursuant to the 2015 Plan for grant dates prior to May 14, 2020 and to the 2020 Plan for grant dates from May 14, 2020 on. Grant dates were established on the date the grants were approved by the HCC Committee. Awards vest 100% on the third anniversary of the grant, subject to continued employment.
|
(4)
|
The value of stock awards reflects the grant date fair value under ASC Topic 718 Compensation—Stock Compensation for each award. 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
($)
|
| |
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
| |
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)
|
Andrew M. Meslow
|
| |
3/29/2013
|
| |
6,707
|
| |
0
|
| |
0
|
| |
41.88
|
| |
3/29/2023
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2014
|
| |
7,117
|
| |
0
|
| |
0
|
| |
54.21
|
| |
3/31/2024
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
4/02/2015
|
| |
5,757
|
| |
0
|
| |
0
|
| |
91.17
|
| |
4/02/2025
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2016
|
| |
5,978
|
| |
2,563(1)
|
| |
0
|
| |
87.81
|
| |
3/31/2026
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2017
|
| |
4,936
|
| |
7,405(2)
|
| |
0
|
| |
47.10
|
| |
3/31/2027
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/21/2018
|
| |
10,174
|
| |
5,087(3)
|
| |
0
|
| |
39.42
|
| |
3/21/2028
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/28/2019
|
| |
11,408
|
| |
22,817(4)
|
| |
0
|
| |
27.94
|
| |
3/28/2029
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2016
|
| |
7,688(6)
|
| |
313,363
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2017
|
| |
22,215(7)
|
| |
905,483
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/21/2018
|
| |
34,287(8)
|
| |
1,397,538
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/28/2019
|
| |
61,068(9)
|
| |
2,489,132
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2/20/2020
|
| |
64,048(10)
|
| |
2,610,596
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5/14/2020
|
| |
0
|
| |
0
|
| |
1,000,000(11)
|
| |
40,760,000
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
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
|
| |
14,030
|
| |
0
|
| |
0
|
| |
91.17
|
| |
4/02/2025
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2016
|
| |
5,978
|
| |
2,563(1)
|
| |
0
|
| |
87.81
|
| |
3/31/2026
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2017
|
| |
5,732
|
| |
8,599(2)
|
| |
0
|
| |
47.10
|
| |
3/31/2027
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/21/2018
|
| |
3,519
|
| |
14,080(5)
|
| |
0
|
| |
39.42
|
| |
3/21/2028
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/28/2019
|
| |
12,884
|
| |
25,770(4)
|
| |
0
|
| |
27.94
|
| |
3/28/2029
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2016
|
| |
0
|
| |
0
|
| |
9,396(12)
|
| |
382,981
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2017
|
| |
0
|
| |
0
|
| |
25,160(13)
|
| |
1,025,522
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/21/2018
|
| |
0
|
| |
0
|
| |
14,079(14)
|
| |
573,860
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4/25/2018
|
| |
0
|
| |
0
|
| |
35,533(15)
|
| |
1,448,325
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/28/2019
|
| |
19,327(9)
|
| |
787,769
|
| |
32,212(16)
|
| |
1,312,961
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
James L. Bersani
|
| |
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
|
| |
5,757
|
| |
0
|
| |
0
|
| |
91.17
|
| |
4/02/2025
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2016
|
| |
5,978
|
| |
2,563(1)
|
| |
0
|
| |
87.81
|
| |
3/31/2026
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2017
|
| |
4,777
|
| |
7,166(2)
|
| |
0
|
| |
47.10
|
| |
3/31/2027
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/21/2018
|
| |
2,930
|
| |
11,720(5)
|
| |
0
|
| |
39.42
|
| |
3/21/2028
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/28/2019
|
| |
11,453
|
| |
22,906(4)
|
| |
0
|
| |
27.94
|
| |
3/28/2029
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2016
|
| |
5,040(17)
|
| |
205,430
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2017
|
| |
21,496(18)
|
| |
876,177
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/21/2018
|
| |
11,720(19)
|
| |
477,707
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4/25/2018
|
| |
39,030(20)
|
| |
1,590,863
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/28/2019
|
| |
17,180(9)
|
| |
700,257
|
| |
28,633(16)
|
| |
1,167,081
|
|
| |
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
($)
|
| |
Option
Expiration
Date
|
| |
Grant
Date
|
| |
Number of
Shares or
Units of
Stock
That
Have Not
Vested
(#)
|
| |
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)
|
| |
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
($)
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Julie B. Rosen
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
9/28/2020
|
| |
26,958(21)
|
| |
1,098,808
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Deon N. Riley
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
12/29/2020
|
| |
19,952(22)
|
| |
813,244
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Leslie H. Wexner
|
| |
1/31/2013
|
| |
161,559
|
| |
0
|
| |
0
|
| |
45.03
|
| |
5/14/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/29/2013
|
| |
55,129
|
| |
0
|
| |
0
|
| |
41.88
|
| |
5/14/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
1/30/2014
|
| |
124,191
|
| |
0
|
| |
0
|
| |
49.38
|
| |
5/14/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2014
|
| |
42,585
|
| |
0
|
| |
0
|
| |
54.21
|
| |
5/14/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
1/28/2015
|
| |
124,539
|
| |
0
|
| |
0
|
| |
81.11
|
| |
5/14/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
4/02/2015
|
| |
26,325
|
| |
0
|
| |
0
|
| |
91.17
|
| |
5/14/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
1/27/2016
|
| |
91,588
|
| |
0
|
| |
0
|
| |
91.71
|
| |
5/14/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2016
|
| |
19,132
|
| |
0
|
| |
0
|
| |
87.81
|
| |
5/14/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
1/25/2017
|
| |
37,834
|
| |
0
|
| |
0
|
| |
61.85
|
| |
5/14/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2017
|
| |
9,554
|
| |
0
|
| |
0
|
| |
47.10
|
| |
5/14/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1/27/2016
|
| |
0
|
| |
0
|
| |
19,627(23)
|
| |
799,997
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2016
|
| |
0
|
| |
0
|
| |
3,189(24)
|
| |
129,984
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1/25/2017
|
| |
0
|
| |
0
|
| |
23,646(25)
|
| |
963,811
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2017
|
| |
0
|
| |
0
|
| |
5,175(24)
|
| |
210,933
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1/30/2019
|
| |
0
|
| |
0
|
| |
10,224(26)
|
| |
416,730
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1/29/2020
|
| |
0
|
| |
0
|
| |
2,100(27)
|
| |
85,596
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Charles C. McGuigan
|
| |
3/31/2014
|
| |
27,071
|
| |
0
|
| |
0
|
| |
54.21
|
| |
7/4/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
4/02/2015
|
| |
20,566
|
| |
0
|
| |
0
|
| |
91.17
|
| |
7/4/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2016
|
| |
7,772
|
| |
0
|
| |
0
|
| |
87.81
|
| |
7/4/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2017
|
| |
8,280
|
| |
0
|
| |
0
|
| |
47.10
|
| |
7/4/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2016
|
| |
0
|
| |
0
|
| |
6,106(12)
|
| |
248,881
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2017
|
| |
0
|
| |
0
|
| |
15,791(13)
|
| |
643,641
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/21/2018
|
| |
0
|
| |
0
|
| |
6,350(28)
|
| |
258,826
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4/25/2018
|
| |
0
|
| |
0
|
| |
10,956(29)
|
| |
446,567
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/28/2019
|
| |
775(9)
|
| |
31,589
|
| |
19,387(30)
|
| |
790,214
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Shelley M. Milano
|
| |
3/31/2016
|
| |
5,381
|
| |
0
|
| |
0
|
| |
87.81
|
| |
11/7/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/31/2017
|
| |
4,213
|
| |
0
|
| |
0
|
| |
47.10
|
| |
11/7/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/21/2018
|
| |
2,759
|
| |
0
|
| |
0
|
| |
39.42
|
| |
11/7/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
5/16/2018
|
| |
767
|
| |
0
|
| |
0
|
| |
34.19
|
| |
11/7/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
3/28/2019
|
| |
12,884
|
| |
0
|
| |
0
|
| |
27.94
|
| |
11/7/2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/31/2017
|
| |
7,783
|
| |
317,235(31)
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/21/2018
|
| |
4,369
|
| |
178,080(32)
|
| |
0
|
| |
0
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5/16/2018
|
| |
0
|
| |
0
|
| |
10,203(33)
|
| |
415,874
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3/28/2019
|
| |
10,200(9)
|
| |
415,752
|
| |
17,001(16)
|
| |
692,961
|
(1)
|
Options vested 100% on March 31, 2021.
|
(2)
|
Options vested 50% on March 31, 2021 and vest 50% on March 31, 2022.
|
(3)
|
Options vested 100% on March 21, 2021.
|
(4)
|
Options vested 50% on March 28, 2021 and vest 50% on March 28, 2022.
|
(5)
|
Options vested 25% on March 21, 2021, vest 37.5% on March 21, 2022 and vest 37.5% on March 21, 2023.
|
(6)
|
Shares vested 100% on March 31, 2021.
|
(7)
|
Shares vested 50% on March 31, 2021 and vest 50% on March 31, 2022.
|
(8)
|
Shares vested 100% on March 21, 2021.
|
(9)
|
Shares vest 100% on March 28, 2022.
|
(10)
|
Shares vest 100% on February 20, 2023.
|
(11)
|
Subject to achievement of a performance condition, shares vest 40% on May 14, 2023, 30% on May 14, 2024 and 30% on May 14, 2025.
|
(12)
|
Subject to achievement of a performance condition, 100% of these shares vested on March 31, 2021.
|
(13)
|
Subject to achievement of a performance condition, shares vested 50% on March 31, 2021 and vest 50% on March 31, 2022.
|
(14)
|
Subject to achievement of a performance condition, shares vested 25% on March 21, 2021, vest 37.5% on March 21, 2022 and vest 37.5% on March 21, 2023.
|
(15)
|
Subject to achievement of a performance condition, shares vest 25% on April 25, 2021, 37.5% on April 25, 2022 and 37.5% on April 25, 2023.
|
(16)
|
Subject to achievement of a performance condition, 100% of these shares vest on March 28, 2022.
|
(17)
|
Shares vested on March 31, 2021.
|
(18)
|
Shares vested 50% on March 31, 2021 and vest 50% on March 31, 2022.
|
(19)
|
Shares vested 25% on March 21, 2021, vest 37.5% on March 21, 2022 and vest 37.5% on March 21, 2023.
|
(20)
|
Shares vest 25% on April 25, 2021, 37.5% on April 25, 2022 and 37.5% on April 25, 2023.
|
(21)
|
Shares vest 100% on September 28, 2023.
|
(22)
|
Shares vest 50% on December 29, 2021 and 50% on December 29, 2022.
|
(23)
|
The time-based vesting conditions for 100% of these shares vested on January 27, 2021. However, the performance-based vesting restrictions are still subject to review and approval by our HCC Committee.
|
(24)
|
Subject to achievement of a performance condition, 100% of these shares vested on March 31, 2021.
|
(25)
|
The time-based vesting conditions for 100% of these shares vested on January 25, 2021. However, the performance-based vesting restrictions are still subject to review and approval by our HCC Committee.
|
(26)
|
The time-based vesting conditions for 80% of these shares vested on January 30, 2021. However, the performance-based vesting restrictions are still subject to review and approval by our HCC Committee. Remaining shares vest 100% on January 30, 2022 and are also subject to achievement of a performance condition.
|
(27)
|
Subject to achievement of a performance condition, 100% of these shares vest on January 29, 2023.
|
(28)
|
Subject to achievement of a performance condition, 80% of these shares vested on March 30, 2021 and 20% on March 21, 2022.
|
(29)
|
Subject to achievement of a performance condition, 85.72% of these shares vest on April 25, 2021 and 14.28% on April 25, 2022.
|
(30)
|
Subject to achievement of a performance condition, 100% of these shares vest on March 28, 2023.
|
(31)
|
Shares vested 94.74% on March 31, 2021 and 5.26% on March 31, 2022.
|
(32)
|
Shares vested 63.15% on March 21, 2021 and 36.85% on March 21, 2022.
|
(33)
|
Subject to achievement of a performance condition, 70.59% of these shares vest on May 16, 2021 and 29.41% on May 16, 2022.
|
|
| |
Option Awards
|
| |
Restricted Stock Awards
|
||||||
|
| |
Number of
Shares
Acquired on
Exercise (#)
|
| |
Value
Realized on
Exercise ($)(1)
|
| |
Number of
Shares
Acquired on
Vesting (#)
|
| |
Value
Realized on
Vesting ($)(2)
|
Andrew M. Meslow
|
| |
0
|
| |
$0
|
| |
21,427
|
| |
$238,762
|
Stuart B. Burgdoerfer
|
| |
0
|
| |
0
|
| |
27,606
|
| |
292,624
|
James L. Bersani
|
| |
28,373
|
| |
101,411
|
| |
28,925
|
| |
311,275
|
Julie B. Rosen
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
Deon N. Riley
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
Leslie H. Wexner
|
| |
0
|
| |
0
|
| |
117,668
|
| |
1,277,193
|
Charles C. McGuigan
|
| |
95,299
|
| |
1,042,992
|
| |
50,104
|
| |
854,967
|
Shelley M. Milano
|
| |
0
|
| |
0
|
| |
7,674
|
| |
83,802
|
(1)
|
Option Award Value Realized is calculated based on the difference between the sale price and the option exercise price.
|
(2)
|
Restricted Stock Award Value Realized is calculated based on the closing stock price on the date the RSUs vested.
|
Name
|
| |
Executive
Contributions
in Last Fiscal
Year ($)(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)
|
Andrew M. Meslow
|
| |
$183,218
|
| |
314,138
|
| |
309,370
|
| |
0
|
| |
7,739,824
|
Stuart B. Burgdoerfer
|
| |
23,958
|
| |
210,169
|
| |
211,770
|
| |
0
|
| |
5,271,529
|
James L. Bersani
|
| |
94,554
|
| |
156,052
|
| |
420,554
|
| |
0
|
| |
10,712,861
|
Julie B. Rosen
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
Deon N. Riley
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
Leslie H. Wexner
|
| |
16,525
|
| |
200,188
|
| |
1,347,385
|
| |
37,380,867
|
| |
0
|
Charles C. McGuigan
|
| |
36,807
|
| |
317,934
|
| |
330,502
|
| |
0
|
| |
8,222,681
|
Shelley M. Milano
|
| |
105,009
|
| |
165,429
|
| |
59,899
|
| |
0
|
| |
1,534,122
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
(1)
|
Amounts disclosed include non-qualified cash deferrals, Company matching contributions, retirement credits and earnings under the SRP (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”), the Company's 2011 Stock Option and Performance Incentive Plan (the “2011 Plan”) and 2015 Plan. Executive Contributions and related matching Registrant Contributions represent 2020 calendar year deferrals and matches on incentive compensation payments earned based on performance for the Fall 2019 season, which was paid in March 2020, and for the Spring 2020 season, which was paid in August 2020.
|
(2)
|
All of the contributions are reported in the 2020 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 2020 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 SRP, 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 $354,713 for Mr. Bersani. Value is calculated based on a stock price of $40.76 per share of Common Stock on January 29, 2021. Balances for Mr. McGuigan and Ms. Milano will be paid out in 2021 in connection with their terminations of employment.
|
|
| |
Involuntary Without Cause or
Voluntary With Good Reason
|
| |
Involuntary
Without Cause
following
Change in
Control
($)
|
| |
Death
($)(5)
|
| |
Disability
($)
|
| |
Voluntary
Resignation/
Retirement
($)
|
|||
|
| |
w/out
Release
($)
|
| |
Signed
Release
($)
|
| |||||||||||
Base Salary
|
| |
$1,275,000
|
| |
$2,550,000
|
| |
$2,550,000
|
| |
$0
|
| |
$0
|
| |
$0
|
Bonus(1)
|
| |
0
|
| |
2,358,750
|
| |
6,738,052
|
| |
0
|
| |
0
|
| |
0
|
Cash Retention(2)
|
| |
0
|
| |
0
|
| |
497,608
|
| |
0
|
| |
0
|
| |
0
|
Gain of Accelerated Stock Options(3)
|
| |
0
|
| |
0
|
| |
299,331
|
| |
299,331
|
| |
299,331
|
| |
0
|
Value of Pro-rated or Accelerated PSUs/RSUs(3)
|
| |
0
|
| |
9,862,738
|
| |
48,476,113
|
| |
48,476,113
|
| |
48,476,113
|
| |
0
|
Benefits and Perquisites(4)
|
| |
37,003
|
| |
46,761
|
| |
46,761
|
| |
2,017,488
|
| |
566,118
|
| |
0
|
Tax Gross-Up
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
Total
|
| |
$1,312,003
|
| |
$14,818,249
|
| |
$58,607,865
|
| |
$50,792,932
|
| |
$49,341,562
|
| |
$0
|
|
| |
Involuntary Without Cause or
Voluntary With Good Reason
|
| |
Involuntary
Without Cause
following
Change in
Control
($)
|
| |
Death
($)(5)
|
| |
Disability
($)
|
| |
Voluntary
Resignation/
Retirement
($)
|
|||
|
| |
w/out
Release
($)
|
| |
& Signed
Release
($)
|
| |||||||||||
Base Salary
|
| |
$1,200,000
|
| |
$2,400,000
|
| |
$2,400,000
|
| |
$0
|
| |
$0
|
| |
$0
|
Bonus(1)
|
| |
0
|
| |
2,160,000
|
| |
4,124,520
|
| |
0
|
| |
0
|
| |
0
|
Gain of Accelerated Stock Options(3)
|
| |
0
|
| |
0
|
| |
349,239
|
| |
349,239
|
| |
349,239
|
| |
0
|
Value of Pro-rated or Accelerated PSUs/RSUs(3)
|
| |
0
|
| |
3,097,842
|
| |
5,531,417
|
| |
5,531,417
|
| |
5,531,417
|
| |
306,352
|
Benefits and Perquisites(4)
|
| |
30,974
|
| |
37,717
|
| |
37,717
|
| |
2,017,488
|
| |
545,860
|
| |
17,488
|
Tax Gross-Up
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
Total
|
| |
$1,230,974
|
| |
$7,695,559
|
| |
$12,442,893
|
| |
$7,898,144
|
| |
$6,426,516
|
| |
$323,840
|
|
| |
Involuntary Without Cause or
Voluntary With Good Reason
|
| |
Involuntary
Without Cause
following
Change in
Control
($)
|
| |
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(1)
|
| |
0
|
| |
1,120,000
|
| |
2,365,664
|
| |
0
|
| |
0
|
| |
0
|
Gain of Accelerated Stock Options(3)
|
| |
0
|
| |
0
|
| |
309,360
|
| |
309,360
|
| |
309,360
|
| |
0
|
Value of Pro-rated or Accelerated PSUs/RSUs(3)
|
| |
0
|
| |
2,738,420
|
| |
5,017,515
|
| |
5,017,515
|
| |
5,017,515
|
| |
1,317,689
|
Benefits and Perquisites(4)
|
| |
31,142
|
| |
37,969
|
| |
37,969
|
| |
2,017,488
|
| |
445,902
|
| |
17,488
|
Tax Gross-Up
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
Total
|
| |
$831,142
|
| |
$5,496,389
|
| |
$9,330,508
|
| |
$7,344,363
|
| |
$5,772,777
|
| |
$1,335,177
|
|
| |
Involuntary Without Cause or
Voluntary With Good Reason
|
| |
Involuntary
Without Cause
following
Change in
Control
($)
|
| |
Death
($)(5)
|
| |
Disability
($)
|
| |
Voluntary
Resignation/
Retirement
($)
|
|||
|
| |
w/out
Release
($)
|
| |
& Signed
Release
($)
|
| |||||||||||
Base Salary
|
| |
$0
|
| |
$1,700,000
|
| |
$1,700,000
|
| |
$0
|
| |
$0
|
| |
$0
|
Bonus(1)
|
| |
0
|
| |
977,500
|
| |
805,632
|
| |
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
|
| |
122,076
|
| |
1,098,808
|
| |
1,098,808
|
| |
1,098,808
|
| |
0
|
Benefits and Perquisites(4)
|
| |
13,116
|
| |
42,011
|
| |
42,011
|
| |
1,713,116
|
| |
455,433
|
| |
0
|
Tax Gross-Up
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
Total
|
| |
$13,116
|
| |
$2,841,587
|
| |
$3,646,451
|
| |
$2,811,924
|
| |
$1,554,241
|
| |
$0
|
|
| |
Involuntary Without Cause or
Voluntary With Good Reason
|
| |
Involuntary
Without Cause
following
Change in
Control
($)
|
| |
Death
($)(5)
|
| |
Disability
($)
|
| |
Voluntary
Resignation/
Retirement
($)
|
|||
|
| |
w/out
Release
($)
|
| |
& Signed
Release
($)
|
| |||||||||||
Base Salary
|
| |
$0
|
| |
$1,500,000
|
| |
$1,800,000
|
| |
$0
|
| |
$0
|
| |
$0
|
Bonus(1)
|
| |
0
|
| |
600,000
|
| |
720,000
|
| |
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
|
| |
33,872
|
| |
813,244
|
| |
813,244
|
| |
813,244
|
| |
0
|
Benefits and Perquisites(4)
|
| |
13,116
|
| |
41,920
|
| |
41,920
|
| |
1,513,116
|
| |
429,217
|
| |
0
|
Tax Gross-Up
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
Total
|
| |
$13,116
|
| |
$2,175,792
|
| |
$3,075,164
|
| |
$2,326,360
|
| |
$1,242,461
|
| |
$0
|
(1)
|
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 January 30, 2021. 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.
|
(2)
|
Reflects the unpaid portion of cash retention bonus, pro-rated from the date of the agreement to termination date.
|
(3)
|
Reflects the value of unvested RSUs, PSUs at target and stock options that, subject to achievement of pre-established performance conditions, if applicable, would become vested based on the $40.76 fair market value of a share of Common Stock on the last trading day of the fiscal year (January 29, 2021).
|
(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. 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 in March and April of 2018, which are not subject to performance conditions).
|
(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 strong performance in fiscal 2020, our CEO earned above-target short-term performance incentive payments according to the payout formulas established at the beginning of each six-month performance period without retroactive adjustment for the impact of the COVID-19 crisis on results. Long-term equity incentives were granted to our CEO as a one-time incentive in connection with his promotion during 2020. Substantially all of the long-term incentive is subject to challenging performance requirements that will only be earned if the Company achieves rigorous growth, profitability and return metrics that provide incentive for a balance of growth and profitability, support the strategic direction of the Company, and alignment with stockholders.
|
| |||
|
|
| |
|
|
|
In summary, there is alignment between our performance, our stockholders’ interests and our CEO’s pay. Accordingly, we recommend stockholders vote FOR our executive compensation program as outlined in Proposal 3.
|
|
Name
|
| |
Fees Earned
or
Paid in
Cash ($)(2)
|
| |
Stock
Awards
($)(3)
|
| |
Total ($)
|
Patricia S. Bellinger
|
| |
$100,422
|
| |
$134,406
|
| |
$234,828
|
E. Gordon Gee(4)
|
| |
0
|
| |
38,032
|
| |
38,032
|
Donna A. James
|
| |
101,707
|
| |
134,406
|
| |
236,113
|
Michael G. Morris
|
| |
120,745
|
| |
146,909
|
| |
267,654
|
Sarah E. Nash(5)(6)
|
| |
272,970
|
| |
449,406
|
| |
722,376
|
Robert H. Schottenstein
|
| |
100,498
|
| |
134,406
|
| |
234,904
|
Anne Sheehan
|
| |
109,420
|
| |
146,909
|
| |
256,328
|
Stephen D. Steinour
|
| |
114,516
|
| |
134,406
|
| |
248,922
|
Allan R. Tessler(4)(5)
|
| |
75,000
|
| |
47,936
|
| |
122,936
|
Abigail S. Wexner
|
| |
84,832
|
| |
111,905
|
| |
196,737
|
Leslie H. Wexner(4)
|
| |
80,543
|
| |
111,905
|
| |
192,449
|
Raymond Zimmerman(4)
|
| |
0
|
| |
38,032
|
| |
38,032
|
(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 HCC Committees and Special Committee on Stockholder Litigation and $10,000 for all other committee memberships; the Audit Committee and Special Committee on Stockholder Litigation Chairs receive an additional $20,000; the HCC Committee Chair and the Nominating & Governance Committee Chair each receive an additional $15,000; and other committee Chairs receive an additional $10,000; and the lead independent director received an additional cash retainer of $15,000 and the Board Chair receives an additional cash retainer of $80,000. Cash compensation was suspended for the first quarter of 2020 in connection with store closures and the COVID-19 crisis.
|
(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 HCC Committees and worth $10,000 for other committee memberships; and the lead independent director received 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 19 to the Company’s financial statements filed in the 2020 10-K for a discussion of our assumptions in determining the aggregate grant date fair value of these awards.
|
(4)
|
Effective May 14, 2020, Dr. Gee, Mr. Tessler and Mr. Zimmerman retired from the Board and in connection with his retirement as CEO, Mr. Wexner became a non-executive Board member as Chairman Emeritus. Stock and cash payments have been pro-rated based on the number of days of Board service. Mr. Tessler was the lead independent director prior to his retirement from the Board.
|
(5)
|
Ms. Nash and Mr. Tessler each received cash payments of an additional $75,000 in connection with their significant contributions to work on the agreement with Sycamore Partners for the sale of 55% of the VS NewCo business.
|
(6)
|
In recognition of Ms. Nash’s extraordinary commitment of time and effort following her appointment.as non-executive Chair of the Board, Ms. Nash was granted a stock award with a value of $225,000 that vests 30% after each of the one and two year anniversaries of the grant and 40% after three years, subject to continued service. Beginning in fiscal 2021, the Board determined that Ms. Nash’s total compensation for her service as non-executive Chair will be $700,000, with 50% paid in cash and 50% paid in stock.
|
|
| |
Human Capital and Compensation Committee
|
|
| |
|
|
| |
Michael G. Morris, Chair
|
|
| |
Patricia Bellinger
|
|
| |
Robert H. Schottenstein
|
•
|
the median of the annual total compensation of all our employees (except our CEO) was $9,876;
|
•
|
the annual total compensation of our CEO was $18,494,939; and
|
•
|
the ratio of these two amounts is 1,873 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
|
| |
24,248(d)
|
| |
*
|
James Bersani
|
| |
211,022(c)(e)
|
| |
*
|
Stuart B. Burgdoerfer
|
| |
200,472(c)
|
| |
*
|
Donna A. James
|
| |
78,717(d)
|
| |
*
|
Francis A. Hondal
|
| |
0
|
| |
*
|
Danielle Lee
|
| |
0
|
| |
*
|
Charles C. McGuigan
|
| |
186,852(c)(g)
|
| |
*
|
Andrew M. Meslow
|
| |
191,766(c)
|
| |
*
|
Shelley B. Milano
|
| |
75,560(c)
|
| |
*
|
Michael G. Morris
|
| |
30,187(d)
|
| |
*
|
Sarah E. Nash
|
| |
26,735(d)
|
| |
*
|
Deon N. Riley
|
| |
0
|
| |
*
|
Julie B. Rosen
|
| |
0
|
| |
*
|
Robert H. Schottenstein
|
| |
28,843(d)(i)
|
| |
*
|
Anne Sheehan
|
| |
12,524(d)
|
| |
*
|
Stephen D. Steinour
|
| |
29,439(d)
|
| |
*
|
Abigail S. Wexner
|
| |
15,293,575(f)
|
| |
5.49%
|
Leslie H. Wexner
|
| |
44,299,816(c)(g)(h)
|
| |
15.91%
|
All directors and executive officers as a group
|
| |
45,395,181(c)-(i)
|
| |
16.31%
|
*
|
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 January 30, 2021.
|
(c)
|
Includes the following number of shares issuable within 60 days of January 30, 2021, upon the exercise or vesting of outstanding stock awards: Mr. Bersani, 102,320; Mr. Burgdoerfer, 141,920; Mr. McGuigan, 63,689; Mr. Meslow, 127,919; Ms. Milano, 26,004; Mr. Wexner, 692,436; and all directors and executive officers as a group, 1,590,136.
|
(d)
|
Includes the following number of deferred stock units credited to directors’ accounts under the 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, 24,248; Ms. James, 56,979; Mr. Morris, 20,077; Ms. Nash, 26,735; Mr. Schottenstein, 24,343; Ms. Sheehan, 11,839; Mr. Steinour, 6,614; and all directors as a group, 170,835. 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 1993 Plan that could be convertible into Common Stock within 60 days after termination of employment with the Company: Mr. Bersani, 8,702.
|
(f)
|
Excludes 29,006,241 shares beneficially owned by Mr. Wexner as to which Mrs. Wexner disclaims beneficial ownership. Includes 127,567 shares held by The Linden East Trust; 2,081,741 shares held by The Wexner Family Charitable Fund; 191,515 shares held by The Beech Trust; 352,941 shares held by The Linden East II Trust; 352,941 shares held by The Linden West II Trust; 343,166 shares held by Pine Trust; 343,166 shares held by Willow Trust; 343,166 shares held by Cedar Trust; and 343,166 shares held by Rose 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, The Beech Trust, The Linden East II Trust, The Linden West II Trust, Pine Trust, Willow Trust, Cedar Trust and Rose Trust, and shares voting and investment power with Dennis Hersch with respect to shares held by The Linden East Trust and The Linden East II Trust. Includes 10,814,206 shares directly owned by Mrs. Wexner.
|
(g)
|
Includes the following number of shares held in the Savings and Retirement Plan (as of January 30, 2021), over which Messrs. McGuigan and Wexner have investment but not voting power: Mr. McGuigan, 5,128; and Mr. Wexner, 1,945,002.
|
(h)
|
Includes 127,567 shares held by The Linden East Trust; 6,111,181 shares held by The Linden West Trust; 2,081,741 shares held by The Wexner Family Charitable Fund; 191,515 shares held by The Beech Trust; 352,941 shares held by The Linden East II Trust; 352,941 shares held by The Linden West II Trust; 343,166 shares held by Pine Trust; 343,166 shares held by Willow Trust; 343,166 shares held by Cedar Trust; and 343,166 shares held by Rose 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, The Beech Trust, The Linden East II Trust, The Linden West II Trust, Pine Trust, Willow Trust, Cedar Trust and Rose 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 10,814,206 shares directly owned by Mrs. Wexner, as to which Mr. Wexner may be deemed to share voting and investment power. Includes 15,365,014 shares directly owned by Mr. Wexner.
|
(i)
|
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 43230
|
| |
44,299,816
|
| |
15.91%
|
|
| |
|
| |
|
Lone Pine Capital LLC, David F. Craver, Brian F. Doherty, Mala Gaonkar,
Kelly A. Granat, Stephen F. Mandel, Jr. and Kerry A. Tyler(2)
Two Greenwich Plaza
Greenwich, CT 06830
|
| |
26,265,094
|
| |
9.4%
|
|
| |
|
| |
|
The Vanguard Group(3)
100 Vanguard Blvd.
Malvern, PA 19355
|
| |
23,127,478
|
| |
8.32%
|
|
| |
|
| |
|
Melvin Capital Management LP(4)
535 Madison Avenue, 22nd Floor
New York, NY 10022
|
| |
20,913,640
|
| |
7.5%
|
|
| |
|
| |
|
Egerton Capital (UK) LLP(5)
5 Stratton Street
London, W1J 8LA, United Kingdom
|
| |
15,819,746
|
| |
5.7%
|
|
| |
|
| |
|
Abigail S. Wexner(6)
Three Limited Parkway
P.O. Box 16000
Columbus, OH 43230
|
| |
15,293,575
|
| |
5.49%
|
(1)
|
As of January 30, 2021. For a description of Mr. Wexner’s beneficial ownership, see “Security Ownership of Directors and Management” on page 52.
|
(2)
|
As of December 31, 2020, based solely on information set forth in the Schedule 13G/A filed February 16, 2021 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 26,265,094 shares and shared voting power over 26,265,094 shares.
|
(3)
|
As of December 31, 2020, based solely on information set forth in the Schedule 13G/A filed February 10, 2021 by The Vanguard Group, The Vanguard Group has sole dispositive power over 22,292,258 shares and sole voting power over 0 shares, and has shared dispositive power over 835,220 shares and shared voting power over 319,199 shares.
|
(4)
|
As of December 31, 2020, based solely on information set forth in the Schedule 13G/A filed February 16, 2021 by Melvin Capital Management LP, Melvin Capital Management LP has shared dispositive power over 20,913,640 shares and shared voting power over 20,913,640 shares.
|
(5)
|
As of December 31, 2020, based solely on information set forth in the Schedule 13G filed February 10, 2021 by Egerton Capital (UK) LLP, Egerton Capital (UK) LLP has sole dispositive power over 15,819,746 shares and sole voting power over 15,819,746 shares.
|
(6)
|
As of January 30, 2021. For a description of Mrs. Wexner’s beneficial ownership, see “Security Ownership of Directors and Management” on page 52.
|
|
| |
By Order of the Board of Directors,
|
|
| |
|
|
| |
/s/ Sarah E. Nash
|
|
| |
|
|
| |
Sarah E. Nash
Chair of the Board
|