SEC Form DEF 14A filed by Abercrombie & Fitch Company
$ANF
Clothing/Shoe/Accessory Stores
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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| ☐ | Preliminary Proxy Statement | ||||
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| ☒ | Definitive Proxy Statement | ||||
| ☐ | Definitive Additional Materials | ||||
| ☐ | Soliciting Material under §240.14a-12 | ||||
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April 20, 2026
TO OUR FELLOW STOCKHOLDERS:
We invite you to join us for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Abercrombie & Fitch Co. to be held at 10:00 a.m., Eastern Time, on Wednesday, June 3, 2026. The Annual Meeting will be held exclusively via webcast at www.virtualshareholdermeeting.com/ANF2026. Details regarding how to participate in the Annual Meeting and vote on the items of business to be presented at the Annual Meeting are provided in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”) and Proxy Statement.
As we reflect on Fiscal 2025, we are proud of what our global team delivered. We achieved another year of consistent financial results, and we demonstrated once again the strength and resilience of our operating model. Fiscal 2025 marked an important moment for our Company as we delivered record net sales of $5.27 billion, surpassing $5 billion in annual revenue for the first time in our history, with 6% net sales growth over Fiscal 2024. For the third consecutive year, we delivered double-digit operating margins, while generating substantial operating cash flow and returning significant capital to our stockholders through share repurchases. Some key highlights from Fiscal 2025 include:
•Executing with Balance and Discipline - Our Fiscal 2025 performance reflects disciplined execution against our priorities. We delivered record full‑year net sales results while navigating a dynamic global environment and managing tariff pressures with operational agility. Hollister brands achieved 15% net sales growth and record results, while Abercrombie brands returned to growth in the fourth quarter, building on a record-breaking Fiscal 2024.
•Proven Operating Model - Our operating model remains central to our success. We leveraged our read-and-react inventory model to support growth at healthy AURs, while maintaining tight inventory control. Continued investments in technology and talent enhanced our agility and drove consistent sales execution across regions and brands. Our omnichannel capabilities remain a strength, with growth across stores and digital for the third consecutive year and net store openings for the fourth year in a row.
•Strong Cash Generation and Stockholder Returns - Disciplined execution translated into strong cash generation in Fiscal 2025, and we ended the fiscal year with $619 million in operating cash flow. This enabled the Company to continue investing in the business while returning capital to stockholders, including through $450 million in share repurchases.
We entered Fiscal 2026 with a strong foundation, supported by two globally relevant brands, a proven operating model, and a strong balance sheet, all managed by a world‑class team. Our priorities are clear: deliver consistent global growth across brands, expand channels and categories, stabilize product and operating costs, and continue investing in systems and technologies to support productivity and improve the customer journey, all while maintaining our strong profitability through financial discipline.
Whether or not you plan to join us for the Annual Meeting, it is important that your shares be represented. We encourage you to promptly submit your proxy by following the simple instructions shown on your Notice of Internet Availability or proxy card.
Always Forward,
 |  Fran Horowitz Chief Executive Officer |  |  Nigel Travis Chairperson of the Board | ||||||||||||||
Notice of Annual Meeting of Stockholders
 | DATE & TIME |  | LOCATION |  | RECORD DATE | ||||||||||||||||||||||||
June 3, 2026 10:00 a.m., Eastern Time | Via webcast: www.virtualshareholdermeeting.com/ANF2026 The meeting will be conducted virtually only. | April 6, 2026 | |||||||||||||||||||||||||||
Items of Business
| Proposal | Our Board’s Voting Recommendation | |||||||||||||
Elect the nine director nominees named in the Proxy Statement to serve until the 2027 Annual Meeting of Stockholders | a | FOR each director nominee | ||||||||||||
Conduct an advisory vote to approve the Fiscal 2025 compensation of our named executive officers (“Say on Pay Vote”) | a | FOR | ||||||||||||
| 3 | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for Fiscal 2026 | a | FOR | |||||||||||
The Proxy Statement describes each of these items in detail. In addition, we will transact any other business that may properly come before the Annual Meeting, and at any adjournments, postponements, or continuations thereof.
Important Voting Information
Even if you plan to participate in the Annual Meeting, we urge you to vote as soon as possible in one of the following ways:
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Vote online by visiting the website shown on your Notice of Internet Availability of Proxy Materials or proxy card | Vote by calling toll-free U.S., U.S. Territories, and Canada Call 1-800-690-6903 | Vote by mail (if you received a printed copy of the proxy materials): complete, sign, and date your proxy card and return it in the enclosed postage-paid envelope | |||||||||||||||||||||||||||
Participating in the Annual Meeting
All stockholders are invited to virtually attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ANF2026. Our goal is to ensure that stockholders have the same rights and opportunities to participate in the Annual Meeting as you would at an in-person meeting. You will be able to vote your shares electronically and submit questions during the Annual Meeting. To do so, you will need the unique 16-digit control number printed in the box on your Notice of Internet Availability of Proxy Materials or proxy card. Please see page 78 for more information.
By Order of the Board of Directors,  Gregory J. Henchel Executive Vice President, General Counsel and Corporate Secretary Abercrombie & Fitch Co. 6301 Fitch Path, New Albany, Ohio 43054 April 20, 2026 | ||||||||||||||
| YOUR VOTE IS IMPORTANT | ||||||||||||||
Please carefully review the proxy materials for the 2026 Annual Meeting and cast your vote. | ||||||||||||||
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING | |||||||||||
We have elected to furnish our Proxy Statement and our 2025 Annual Report (the “Annual Report”), which includes our Annual Report on Form 10-K for Fiscal 2025 (our “Fiscal 2025 Form 10-K”), to certain of our stockholders over the internet pursuant to the U.S. Securities and Exchange Commission (“SEC”) rules, which allows us to reduce costs associated with the Annual Meeting. Beginning on April 20, 2026, we will first release the Notice containing instructions on how to access the Proxy Statement and Annual Report online. The Notice contains instructions as to how you may elect to receive printed copies of the Proxy Statement and the Annual Report. For stockholders who have elected to receive printed copies of our proxy materials, the Proxy Statement and Annual Report will first be mailed on or about April 20, 2026. The Notice, Proxy Statement, and Annual Report are available online, free of charge, at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site. Our proxy materials also are available on our corporate website at corporate.abercrombie.com/investors. Only stockholders who held our Class A Common Stock, par value $0.01 per share (the “Common Stock”), as of the close of business on April 6, 2026 (the “Record Date”), are entitled to receive notice of, and vote at, the Annual Meeting. Please vote as soon as possible. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting, as your proxy is revocable, at your option, prior to the Annual Meeting. If you do not plan on voting at the Annual Meeting, please submit your proxy prior to 11:59 p.m., Eastern Time, on June 2, 2026. | |||||||||||
Forward-Looking Statements
Certain statements in this Proxy Statement may contain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond our control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “should,” “are confident,” “will,” “could,” “outlook,” or the negative versions of those words or other comparable words and similar expressions may identify forward-looking statements. There can be no assurance that the forward-looking statements included in this Proxy Statement will prove to be accurate. Factors that could cause results to differ from those expressed in the forward-looking statements include, but are not limited to, the risks disclosed in “ITEM 1A. RISK FACTORS” of our Fiscal 2025 Form 10-K, and otherwise in our reports and filings with the SEC, as well as the following factors: our ability to execute on, and maintain the success of, our strategic and growth initiatives; our ability to appropriately address corporate responsibility and sustainability matters, including setting, meeting, or reporting our progress on these initiatives and goals; our ability to attract or retain talent; failure to protect our reputation; or cybersecurity threats and privacy or data security-related risks. The inclusion of forward-looking statements herein should not be regarded as a representation by the Company, or any other person, that the objectives of the Company will be achieved. Except as may be required by applicable law, we assume no obligation to publicly update or revise our forward-looking statements whether as a result of new information, future events, or otherwise.
Incorporation by Reference
Neither the Report of the Compensation and Human Capital Committee on Executive Compensation nor the Report of the Audit and Finance Committee included herein shall be deemed soliciting material or filed with the SEC, and neither of them shall be deemed incorporated by reference into any prior or future filings made by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that we specifically incorporate such information by reference.
In addition, this Proxy Statement includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Proxy Statement.
Other Information
References in this Proxy Statement to the “Company,” “we,” “our,” and “us” refer to Abercrombie & Fitch Co., a Delaware corporation. References to the “Board” refer to the Board of Directors of the Company. References to “EMEA” include Europe, the Middle East, and Africa, and “APAC” includes the Asia-Pacific region, including Asia and Oceania. References to “Fiscal 2021” refer to our fiscal year ended January 29, 2022; references to “Fiscal 2022” refer to our fiscal year ended January 28, 2023; references to “Fiscal 2023” refer to our fiscal year ended February 3, 2024 (a 53-week year); references to “Fiscal 2024” refer to our fiscal year ended February 1, 2025; references to “Fiscal 2025” refer to our fiscal year ended January 31, 2026; and references to “Fiscal 2026” refer to our fiscal year ending January 30, 2027. References to “GAAP” refer to accounting principles generally accepted in the United States of America.
Proxy Statement Summary
ABOUT ABERCROMBIE & FITCH CO.
We are a global, digitally-led, omnichannel retailer offering a broad assortment of apparel, personal care products, and accessories for men, women, and kids. We sell our products primarily through our Company-owned stores and digital channels, as well as through various third-party arrangements. We operate primarily in North America and in the EMEA and APAC regions.
Corporate Purpose
Our corporate purpose informs our mission, shapes our vision, fuels our purpose-led brands, and inspires our global associates.
We are here for you on the journey to being and becoming who you are. | |||||||||||
Our Brands
Our brand families include Abercrombie brands and Hollister brands, each sharing a commitment to offering products of enduring quality and exceptional comfort that support our global customers on their journey to being and becoming who they are.
 |  | ||||||||||||||||||||||||||||
CORPORATE GOVERNANCE HIGHLIGHTS
Corporate Governance Practices
We consistently seek to follow best practices in corporate governance.
Board and Committee Independence | |||||||||||
a | All director nominees are independent, except our CEO | a | All committee members are independent (except the Executive Committee, which only meets on an as-needed basis) | ||||||||
Other Board and Committee Practices | |||||||||||
a | Separate Chairperson and CEO positions | a | Meaningful stock ownership guidelines | ||||||||
a | Regular executive sessions of non-associate directors | a | Robust annual Board evaluation process | ||||||||
a | Overboarding policy limiting other public company board and audit committee service | a | Demonstrated commitment to Board and committee refreshment, including active succession planning by Board | ||||||||
a | Continuing education opportunities and reimbursement for outside educational programs | a | Stringent Code of Business Conduct and Ethics that requires any waivers to be approved by the independent directors and publicly disclosed | ||||||||
Stockholder Rights | |||||||||||
a | Declassified Board with annual election of directors | a | Majority voting for director elections, with resignation policy | ||||||||
a | Proxy access for director candidates nominated by stockholders, reflecting market standards | a | No poison pill | ||||||||
2026 Proxy Statement | 1 | Abercrombie & Fitch Co. | ||||||
PROXY STATEMENT SUMMARY
Stockholder Engagement
We believe in the importance of effective and transparent engagement with our stockholders. During Fiscal 2025, we met with many of our largest actively-managed stockholders, and with new and prospective investors, during scheduled events and meetings throughout the year. Our Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”), and other members of our Investor Relations team also participated in numerous investor conferences throughout the year where they engaged with the investment community and our stockholders. These meetings, events, and conferences primarily focused on our financial performance, operations, and progress against our long-term strategic initiatives. We also engaged on various matters important to stockholders, including topics related to capital allocation, corporate governance, sustainability initiatives, our supply chain, and executive compensation. The Board and management, as applicable, consider feedback from stockholders, as appropriate, in reviewing our practices, policies, and decision-making.
Director Nominees
Our Board currently has ten members, nine of whom are standing for re-election at the Annual Meeting to serve until the 2027 Annual Meeting of Stockholders (such nine directors, the “director nominees”). Helen Vaid is not standing for re-election at the Annual Meeting. We thank Ms. Vaid for her service on the Board. Following the Annual Meeting, the Board will reduce its size from ten members to nine members. The following snapshot and table provide summary information about our director nominees. The data set forth below is based on self-identification information provided by our director nominees and disclosed publicly with their consent. Please see page 7 of this Proxy Statement for Proposal 1 - Election of Directors for more information about our director nominees.
Director Nominee Snapshot
| Abercrombie & Fitch Co. | 2 | 2026 Proxy Statement | ||||||
PROXY STATEMENT SUMMARY
Director Nominee Summary
Name | Board Tenure | Primary Occupation | Independent | Standing Committee Membership | Other Public Company Boards | ||||||||||||||||||||||||||||||
| AFC | CHCC | NBGC | EC | ||||||||||||||||||||||||||||||||
 | Kerrii B. Anderson | 8 years | Former President and CEO Wendy’s International, Inc. | a | © | l | l | 3 | |||||||||||||||||||||||||||
 | Andrew Clarke | 1 year | Global President, Mars Snacking Mars, Inc. | a | l | _ | |||||||||||||||||||||||||||||
 | Susie Coulter | 6 years | Founder and CEO Arq Botanics LLC | a | l | 1 | |||||||||||||||||||||||||||||
 | James A. Goldman | 6 years | Former President and CEO Godiva Chocolatier, Inc. | a | l | © | l | 2 | |||||||||||||||||||||||||||
| Fran Horowitz | 9 years | Chief Executive Officer Abercrombie & Fitch Co. | l | _ | ||||||||||||||||||||||||||||||
 | Helen E. McCluskey | 7 years | Former President and CEO The Warnaco Group, Inc. | a | l | © | l | 1 | |||||||||||||||||||||||||||
 | Arturo Nuñez | 2 years | Founder and CEO AIE Creative | a | l | 1 | |||||||||||||||||||||||||||||
 | Kenneth B. Robinson | 5 years | Former Senior Finance Executive The Procter & Gamble Company | a | l | 2 | |||||||||||||||||||||||||||||
 | Nigel Travis ✪ | 7 years | Former Chairman and CEO Dunkin’ Brands Group, Inc. | a | © | _ | |||||||||||||||||||||||||||||
| AFC | Audit and Finance Committee | ✪ | Board Chairperson | ||||||||||||||||||||||||||||||||
| CHCC | Compensation and Human Capital Committee | © | Committee Chair | ||||||||||||||||||||||||||||||||
| NBGC | Nominating and Board Governance Committee | ||||||||||||||||||||||||||||||||||
| EC | Executive Committee | l | Member | ||||||||||||||||||||||||||||||||
2026 Proxy Statement | 3 | Abercrombie & Fitch Co. | ||||||
PROXY STATEMENT SUMMARY
EXECUTIVE COMPENSATION HIGHLIGHTS
For a detailed discussion of our executive compensation program, please see the “Compensation Discussion and Analysis” section of this Proxy Statement beginning on page 36. In the “Compensation Discussion and Analysis” section, our Compensation and Human Capital Committee, sometimes referred to herein as the “Compensation Committee,” is referred to as the “Committee.” “NEOs” refers to our named executive officers for Fiscal 2025.
Compensation Program Best Practices
The following compensation practices demonstrate how we believe our executive compensation program reflects best practices and reinforces our culture and values:
| a | Practices We Employ | X | Practices We Avoid | ||||||||||||||
| a | Emphasis on at-risk pay | X | Excise tax gross-up payments | ||||||||||||||
| a | Rigorous performance metrics | X | Derivatives or hedging of equity securities | ||||||||||||||
| a | Robust stock ownership guidelines | X | Pledging of equity securities | ||||||||||||||
| a | Incentive compensation clawback policy | X | Liberal stock option or SAR recycling provisions | ||||||||||||||
| a | Benchmark NEO pay against a compensation peer group | X | Multi-year employment agreements with NEOs | ||||||||||||||
a | Compensation Committee retains an independent compensation consultant | X | Modification of out-of-the-money stock options or SARs without stockholder approval | ||||||||||||||
| a | Annual “Say on Pay” vote | X | Dividend equivalents on certain equity awards | ||||||||||||||
| a | Conservative compensation risk profile | ||||||||||||||||
| a | Double-trigger equity vesting in the event of a change of control | ||||||||||||||||
Fiscal 2025 Compensation Program Elements
No material changes were made to the Company’s executive compensation programs for Fiscal 2025, as the Compensation Committee believed that the programs were appropriately designed and that the outcome of the Say on Pay vote conducted at the 2025 Annual Meeting of Stockholders, which received 98% stockholder support, demonstrated stockholders’ strong support of the Company’s pay practices. The following table summarizes the compensation elements provided for our NEOs in Fiscal 2025:
| Element | Purpose | Metric | |||||||||
Base Salary | Fixed annual cash compensation to attract and retain executive officers | Established after review of a number of factors, including base salaries for executive officers at companies in our compensation peer group and the performance of each of our NEOs | |||||||||
Annual Cash Incentive Program | Performance-based variable pay that delivers cash incentives when the Company meets or exceeds key financial results | Based on an assessment of Adjusted EBIT(1) and Net Sales on a constant currency basis (“Constant Currency Net Sales”)(1) against pre-established goals | |||||||||
Long-Term Equity Incentive Awards | Performance-based and time-based equity compensation to reward our executive officers for a balanced combination of the Company meeting or exceeding key financial results and creating long-term stockholder value | 50% performance-based Performance Share Awards (“PSAs”) that measure a three-year period spanning Fiscal 2025 through Fiscal 2027 50% time-based Restricted Stock Units (“RSUs”) that vest in equal installments over three years from the grant date | |||||||||
(1)These are non-GAAP measures. Please refer to Appendix A to this Proxy Statement for additional detail on these performance metrics.
| Abercrombie & Fitch Co. | 4 | 2026 Proxy Statement | ||||||
PROXY STATEMENT SUMMARY
The following table summarizes our incentive-based compensation programs for Fiscal 2025. There were no changes to the annual cash incentive program or the long-term equity incentive programs for Fiscal 2025 from the prior year.
| Program | Feature | Fiscal 2025 Design | ||||||||||||
| Annual Cash Incentive Program | Metric | Adjusted EBIT (70%) Constant Currency Net Sales (30%) | ||||||||||||
Seasonal Weighting | 40% Spring 60% Fall | |||||||||||||
| Long-Term Equity Incentive Awards | Vehicle Mix | PSAs (50%) RSUs (50%) | ||||||||||||
Equally-Weighted PSA Metrics | Avg. Net Sales Growth Rate (33.33%) Avg. Adjusted EBIT Margin(1) (33.33%) Relative TSR (33.34%) | |||||||||||||
Total Shareholder Return (“TSR”) Comparators | Compensation peer group | |||||||||||||
(1) This is a non-GAAP measure. Please refer to Appendix A to this Proxy Statement for additional detail on this performance metric.
Ongoing Commitment to Pay-for-Performance
We are committed to aligning the outcomes of our executive compensation programs with the Company’s financial performance. The majority of each NEO’s compensation opportunity is variable or at-risk, as it is contingent upon our financial performance and/or appreciation in the market price of our Common Stock.
Percentage of CEO’s compensation that was variable or at-risk in Fiscal 2025(1) | 90 | % | |||
Percentage of other NEOs’ compensation (on average) that was variable or at-risk in Fiscal 2025(1) | 76 | % | |||
2025 Say on Pay Results
At our 2025 Annual Meeting of Stockholders, 98.0% of votes were cast in favor of our Fiscal 2024 NEO compensation. | Each year, we hold a Say on Pay Vote. Our approach to executive compensation has driven high levels of stockholder support for our “Say on Pay” proposal over the past several years, with 98.0% of stockholder votes cast for the approval of our Fiscal 2024 NEO compensation program. | ||||||||||
2026 Proxy Statement | 5 | Abercrombie & Fitch Co. | ||||||
PROXY STATEMENT SUMMARY
VOTING MATTERS AND RECOMMENDATIONS
| Proposal | Our Board’s Voting Recommendation | Page | ||||||||||||
| 1 | Elect the nine director nominees named in the Proxy Statement to serve until the 2027 Annual Meeting of Stockholders | FOR each director nominee | ||||||||||||
| 2 | Conduct an advisory vote to approve the Fiscal 2025 compensation of our named executive officers (“Say on Pay Vote”) | FOR | ||||||||||||
| 3 | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for Fiscal 2026 | FOR | ||||||||||||
ADDITIONAL INFORMATION
Refer to the “Additional Information About Our Annual Meeting and Voting” section of this Proxy Statement beginning on page 78 for important information about the proxy materials, voting, the Annual Meeting, Company documents, communications and the deadlines to submit stockholder proposals, and other pertinent information.
Additional questions about voting may be directed to Innisfree M&A Incorporated (“Innisfree”), our proxy solicitor, toll-free at (888) 750-5834 (from the United States and Canada) or at +1 (412) 232-3651 (from other locations). Banks and brokers may call collect at (212) 750-5833.
| Abercrombie & Fitch Co. | 6 | 2026 Proxy Statement | ||||||
PROPOSAL 1
Election of Directors
There are currently ten directors serving on the Board, all of whose terms expire at the Annual Meeting. Nine of the current ten directors are standing for re-election at the Annual Meeting. The Board is pleased to nominate the following current directors to stand for re-election at the Annual Meeting. | |||||||||||
aKerrii B. Anderson | aJames A. Goldman | aArturo Nuñez | |||||||||
aAndrew Clarke | aFran Horowitz | aKenneth B. Robinson | |||||||||
aSusie Coulter | aHelen E. McCluskey | aNigel Travis | |||||||||
Our Board currently has ten members, nine of whom are standing for re-election at the Annual Meeting. Helen Vaid is not standing for re-election at the Annual Meeting. Following the Annual Meeting, the Board will reduce its size from ten members to nine members. Under our Amended and Restated Bylaws, the Board may have a minimum of four and maximum of 13 directors. By majority vote, the Board may set the number of directors within this range at any time.
Our directors are elected annually for one-year terms. Notwithstanding the expiration date of her or his term, each director holds office until her or his successor is elected and qualified.
The persons named as proxies will vote for each of the nominees named, unless you vote against or abstain from voting for or against one or more of them. The nine director nominees have agreed to serve if elected, and the Board has no reason to believe that any director nominee will be unable to serve. If a director nominee is unable or declines to serve on the Board at the time of the Annual Meeting, then the persons named as proxies intend to vote for a substitute director nominee proposed by the Board, unless the Board decides to reduce the number of directors.
Under our Amended and Restated Bylaws (“Bylaws”), in an uncontested election of directors, which we expect to be the case at the Annual Meeting, each director nominee must be elected by a majority of the votes cast. Votes may not be cumulated. For the avoidance of doubt, a director nominee will be elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Broker non-votes and abstentions will not be treated as votes cast. Under our Corporate Governance Guidelines, if an incumbent director does not receive a majority of votes cast in an uncontested election, she or he must tender her or his resignation to the Board. In considering such resignation, the Nominating and Board Governance Committee (sometimes referred to herein as the “Nominating Committee”) and the Board (without participation by the impacted director) will evaluate the resignation in light of the best interests of the Company and its stockholders. If the Board determines that accepting such director’s resignation is not in the best interests of the Company and its stockholders and rejects the resignation, the director who offered to resign will continue to serve on the Board until the next annual meeting of stockholders or until the director’s successor is elected and qualified, subject to the director’s prior death, resignation, or removal. If the Board accepts the resignation, the Nominating Committee will recommend to the Board whether to fill the resulting vacancy or to reduce the size of the Board. The Board will publicly disclose its decision regarding the resignation within 90 days after the results of the election are certified.
YOUR VOTE IS IMPORTANT | The Board recommends that you vote FOR each of the Board’s nine director nominees. | ||||||||||
2026 Proxy Statement | 7 | Abercrombie & Fitch Co. | ||||||
PROPOSAL 1 - ELECTION OF DIRECTORS
Nominees for Our Board of Directors
We believe that our directors should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in Board activities, and other attributes discussed below. We also endeavor to have a Board that represents a range of qualifications, skills, and depth of experience in areas that are relevant to and contribute to the Board’s oversight of the Company’s business, enterprise risks, and strategic priorities.
We describe below the key experiences, qualifications, skills, and attributes that each director nominee brings to the Board that the Board currently believes are important to our businesses and structure. The Nominating Committee and the Board considered these key experiences, qualifications, skills, attributes, and the nominees’ other attributes in determining that they be nominated.
KEY EXPERIENCE AND QUALIFICATIONS OF OUR NOMINEES
Director Nominee Skills
The Company has identified the following key experience, qualifications, and skills in part from questionnaires completed by each director nominee and from results of a third-party skills assessment. We believe that this reflects the balanced mix of experience and qualifications of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board. No individual experience, qualification, or other attribute is solely dispositive of becoming a member of our Board, and we believe that each director nominee has a broad array of knowledge, experience, and skills.
| Abercrombie & Fitch Co. | 8 | 2026 Proxy Statement | ||||||
PROPOSAL 1 - ELECTION OF DIRECTORS
2026 Director Nominees
Information regarding each director nominee, including the skills and attributes that the Board considered in determining that each such director nominee is qualified to serve on the Board, is set forth below. We believe that each of the director nominees has a reputation for the highest character and integrity, works cohesively and constructively with the other members of our Board and with management of the Company, and demonstrates business acumen and an ability to exercise sound judgment.
Kerrii B. Anderson AGE | 68 DIRECTOR SINCE | 2018 INDEPENDENT COMMITTEES | AFC (Chair); NBGC; EC | Career Highlights, Key Qualifications, and Contributions to the Board | |||||||||||||
Kerrii B. Anderson brings extensive executive leadership, financial expertise, and public company governance experience across consumer, retail, and industrial businesses. She previously served as President and Chief Executive Officer of Wendy’s International, Inc. (now known as The Wendy’s Company) from November 2006 to September 2008, following earlier roles as Interim Chief Executive Officer and Executive Vice President and Chief Financial Officer, where she led the company through a period of strategic transformation and a merger. Earlier in her career, Ms. Anderson served for over a decade as Senior Vice President and Chief Financial Officer of M/I Homes, Inc., developing deep experience in capital allocation, risk management, and operational oversight. Since 2008, she has been focused on board service and has served on the boards of several public companies, where she has served as an audit committee chair and as chair or member of nominating, governance, and compensation committees, reflecting strong corporate governance and financial oversight. | ||||||||||||||
| Other Public Company Boards | ||||||||||||||
•Labcorp Holdings, Inc. (NYSE: LH), a global life sciences company (May 2006 to present) •Worthington Enterprises, Inc. (NYSE: WOR), an industrial manufacturing company (September 2010 to present) •The Sherwin-Williams Company (NYSE: SHW), a company engaged in the development, manufacture, distribution and sale of paint, coatings, and related products (April 2019 to present) | ||||||||||||||
| Key Qualifications and Certifications | ||||||||||||||
•Public Company Board Experience •CEO Experience •Retail •Environmental and Social •Supply Chain •Finance, Audit, and Accounting | •Corporate Governance •Risk Management •Technology and Information Security ◦Completed National Association of Corporate Directors (“NACD”) Cyber-Risk Oversight Program and earned CERT Certificate in Cybersecurity Oversight | |||||||||||||
| Based on Ms. Anderson’s experience and her qualifications, the Board believes she is qualified to serve as a director. | ||||||||||||||
2026 Proxy Statement | 9 | Abercrombie & Fitch Co. | ||||||
PROPOSAL 1 - ELECTION OF DIRECTORS
Andrew Clarke AGE | 53 DIRECTOR SINCE | 2024 INDEPENDENT COMMITTEE | CHCC | Career Highlights, Key Qualifications, and Contributions to the Board | |||||||||||||
Andrew Clarke brings expertise in consumer and retail-adjacent businesses, omnichannel and digital commerce, global brand building, supply chain oversight, and enterprise risk management. As Global President of Mars Snacking, a division of Mars, Inc. (September 2018 to present), he leads more than 50,000 associates worldwide and oversees a portfolio of iconic global brands, giving him extensive experience managing complex, international operations with strong governance and risk oversight. Previously, as Chief Marketing & Customer Officer of Mars Inc., Mr. Clarke led global marketing and customer strategy across a multi-brand portfolio, including the advancement of digital capabilities and evolving consumer behaviors. His career spans senior leadership roles across multiple geographies and categories, including general management and P&L responsibility at Mars, Inc., supported by his early-career retail operations experience at Marks & Spencer. Mr. Clarke’s background also includes overseeing environmental and social priorities, talent development, and responsible growth across diverse markets. Mr. Clarke plays an active role in his community, in part through his service for Chicago’s Griffin Museum of Science and Industry and Chicago’s Field Museum. | ||||||||||||||
| Key Qualifications and Certifications | ||||||||||||||
•Retail •Omnichannel and Digital Commerce •Marketing/Branding •Global/International | •Supply Chain •Corporate Governance •Risk Management •Environmental and Social | |||||||||||||
Based on Mr. Clarke’s experience and his qualifications, the Board believes he is qualified to serve as a director. | ||||||||||||||
Susie Coulter AGE | 60 DIRECTOR SINCE | 2020 INDEPENDENT COMMITTEE | NBGC | Career Highlights, Key Qualifications, and Contributions to the Board | |||||||||||||
Susie Coulter brings executive leadership experience in global retail, beauty, and consumer brands, along with deep expertise in omnichannel commerce, branding, product development, and supply chain operations. She is the founder and Chief Executive Officer of ARQ Botanics LLC (January 2021 to present), an all‑natural personal care company, and she previously co‑founded and served as Chief Executive Officer of Bronty Beauty LLC. Earlier in her career, Ms. Coulter served as President of Victoria’s Secret Beauty at L Brands, Inc. and held senior leadership roles at Ralph Lauren Corporation, including President of Polo Ralph Lauren Retail Stores, overseeing large‑scale global retail operations. Ms. Coulter’s background as both a senior executive at global apparel and beauty retailers, complemented by her experience as a founder in the personal care sector, provides valuable strategic and operational insight to the Board. | ||||||||||||||
| Other Public Company Boards | ||||||||||||||
•Fossil Group, Inc. (Nasdaq: FOSL), a global design, marketing, and distribution company specializing in lifestyle accessories (December 2022 to present) | ||||||||||||||
| Key Qualifications and Certifications | ||||||||||||||
•Public Company Board Experience •CEO Experience •Retail •Apparel •Omnichannel and Digital Commerce •Marketing/Branding | •Global/International •Environmental and Social •Risk Management •Supply Chain •Corporate Governance •NACD Directorship Certification (earned Feb. 2023) | |||||||||||||
| Based on Ms. Coulter’s experience and her qualifications, the Board believes she is qualified to serve as a director. | ||||||||||||||
| Abercrombie & Fitch Co. | 10 | 2026 Proxy Statement | ||||||
PROPOSAL 1 - ELECTION OF DIRECTORS
James A. Goldman AGE | 67 DIRECTOR SINCE | 2020 INDEPENDENT COMMITTEES | NBGC (Chair); CHCC; EC | Career Highlights, Key Qualifications, and Contributions to the Board | |||||||||||||
James A. Goldman brings leadership experience in branded consumer, retail, and food and beverage businesses, along with deep public company governance and private equity advisory expertise. He previously served as President and Chief Executive Officer and a member of the board of directors of Godiva Chocolatier, Inc., where he led the global premium brand for a decade, and earlier as President of the Food & Beverage Division of Campbell Soup Company following senior executive roles at Nabisco, Inc. Since December 2016, Mr. Goldman has worked with global investment firm Eurazeo SE, representing the firm on the boards of several premium consumer food and beverage portfolio companies. From December 2024 to November 2025, he also served as Senior Advisor and Chairman1st Partner at Frontenac, a private equity firm. His more than 30 years of experience leading and advising global consumer brands provides valuable strategic, operational, and governance insight to the Board. | ||||||||||||||
| Other Public Company Boards | ||||||||||||||
•Build-A-Bear Workshop (NYSE: BBW), an experiential specialty retailer with a focus on stuffed animals (February 2026 to present) •Domino’s Pizza, Inc. (NYSE: DPZ), a global restaurant and pizza company (March 2010 to April 2026) | ||||||||||||||
| Key Qualifications | ||||||||||||||
•Public Company Board Experience •CEO Experience •Retail •Marketing/Branding | •Corporate Governance •Finance, Audit, and Accounting •Global/International •Supply Chain | |||||||||||||
| Based on Mr. Goldman’s experience and his qualifications, the Board believes he is qualified to serve as a director. | ||||||||||||||
Fran Horowitz Chief Executive Officer AGE | 62 DIRECTOR SINCE | 2017 NOT INDEPENDENT COMMITTEE | EC | Career Highlights, Key Qualifications, and Contributions to the Board | |||||||||||||
Fran Horowitz brings deep retail, merchandising, and executive leadership experience as the Chief Executive Officer of Abercrombie & Fitch Co. Since joining the Company in 2014, she has held a series of senior leadership roles, including Brand President of Hollister and President and Chief Merchandising Officer across all brands, before assuming the role of Chief Executive Officer in 2017. Ms. Horowitz has led the Company through significant transformation and provides the Board with valuable insight into brand strategy, omnichannel retail, international operations, and human capital management. Earlier in her career, she held a variety of leadership roles at leading fashion retailers, including Ann Taylor LOFT, Express, Inc., and Bloomingdale’s, contributing broad market facing retail expertise and a strong understanding of consumer trends. In 2026, Ms. Horowitz was named “The Visionary 2026” by the National Retail Federation, awarded in recognition of her leadership in building authentic, customer-centric retail brands. | ||||||||||||||
| Other Public Company Boards | ||||||||||||||
•Conagra Brands, Inc. (NYSE: CAG), one of North America’s leading branded food companies (August 2021 to September 2025) | ||||||||||||||
| Key Qualifications | ||||||||||||||
•Public Company Board Experience •CEO Experience •Retail •Apparel | •Omnichannel and Digital Commerce •Marketing/Branding •Global/International •Corporate Governance | |||||||||||||
| Based on Ms. Horowitz’s experience and her qualifications, the Board believes she is qualified to serve as a director. | ||||||||||||||
2026 Proxy Statement | 11 | Abercrombie & Fitch Co. | ||||||
PROPOSAL 1 - ELECTION OF DIRECTORS
Helen E. McCluskey AGE | 71 DIRECTOR SINCE | 2019 INDEPENDENT COMMITTEES | CHCC (Chair); AFC; EC | Career Highlights, Key Qualifications, and Contributions to the Board | |||||||||||||
Helen McCluskey brings executive leadership and global apparel and retail industry experience, with deep expertise in operations, brand management, and public company governance. During her career, she held senior leadership roles at Liz Claiborne, Inc. and Playtex Apparel, building broad experience across product categories, sourcing, and international operations. She then progressed through roles of increasing responsibility at The Warnaco Group, Inc., ultimately serving as Chief Operating Officer (September 2010 to February 2012) and as President and Chief Executive Officer (February 2012 to February 2013), where she helped lead the company through its acquisition by PVH Corporation. Following the acquisition, Ms. McCluskey served as a board director of PVH Corporation (February 2013 to June 2014). Ms. McCluskey has served on the boards of several public companies, providing her with experience in corporate governance, risk oversight, and consumer‑focused brand strategy. | ||||||||||||||
| Other Public Company Boards | ||||||||||||||
•Signet Jewelers Limited (NYSE: SIG), a retailer of diamond jewelry (August 2013 to present), Chair of the Board | ||||||||||||||
| Key Qualifications | ||||||||||||||
•Public Company Board Experience •CEO Experience •Retail •Apparel •Marketing/Branding | •Global/International •Supply Chain •Finance, Audit, and Accounting •Risk Management | |||||||||||||
| Based on Ms. McCluskey’s experience and her qualifications, the Board believes she is qualified to serve as a director. | ||||||||||||||
 Arturo Nuñez AGE | 59 DIRECTOR SINCE | 2023 INDEPENDENT COMMITTEE | AFC | Career Highlights, Key Qualifications, and Contributions to the Board | |||||||||||||
Arturo Nuñez brings global marketing, brand strategy, and digital transformation expertise across consumer, technology, and sports‑driven brands. He is the founder and Chief Executive Officer of AIE Creative, a branding and marketing firm focused on immersive and purpose‑driven brand experiences (May 2018 to present). Previously, Mr. Nuñez served as Chief Marketing Officer of Nu Holdings Ltd. (Nubank), where he led marketing for one of the world’s largest digital banking platforms across Brazil, Mexico, and Colombia from July 2021 to November 2022. Earlier in his career, he served as Head of Marketing for Latin America at Apple Inc., held senior global and regional marketing roles at Nike, Inc., including as Global Vice President of Marketing for Nike Basketball, and served in marketing and operational roles at The National Basketball Association, supporting the growth of consumer‑centric brands across diverse markets. | ||||||||||||||
| Other Public Company Boards | ||||||||||||||
•Estee Lauder Companies Inc. (NYSE: EL), a multinational manufacturer, marketer, and seller of skin care, fragrance, and hair care products (April 2022 to present) | ||||||||||||||
Key Qualifications | ||||||||||||||
•Public Company Board Experience •CEO Experience •Retail •Apparel •Omnichannel and Digital Commerce | •Marketing/Branding •Global/International •Technology and Information Security •Corporate Governance •Environmental and Social | |||||||||||||
| Based on Mr. Nuñez’s experience and his qualifications, the Board believes he is qualified to serve as a director. | ||||||||||||||
| Abercrombie & Fitch Co. | 12 | 2026 Proxy Statement | ||||||
PROPOSAL 1 - ELECTION OF DIRECTORS
Kenneth B. Robinson AGE | 71 DIRECTOR SINCE | 2021 INDEPENDENT COMMITTEE | AFC | Career Highlights, Key Qualifications, and Contributions to the Board | |||||||||||||
Kenneth B. Robinson brings deep experience in finance, audit, risk management, and corporate governance across large, complex global organizations. He served for nearly four decades at The Procter & Gamble Company in senior leadership roles until June 2016, including Vice President, Finance for Global Personal Beauty Care and Global Sales; Chief Audit Executive; Global Risk and Compliance Leader; and Vice President, Global Diversity & Inclusion. He then served as Senior Vice President, Audit and Controls at Exelon Corporation, a Fortune 200 utility company, until March 2020. Mr. Robinson currently serves on the board of directors of Morgan Stanley U.S. Banks. He also serves as a Trustee of the International Financial Reporting Standards Foundation. His deep expertise in financial oversight, internal controls, risk management, and governance provides valuable insight to the Board. | ||||||||||||||
| Other Public Company Boards | ||||||||||||||
•Paylocity Holding Corporation (Nasdaq: PCTY), a leading provider of payroll and human capital management software solutions (March 2020 to present) •Occidental Petroleum Corporation (NYSE: OXY), an international oil and gas exploration and production company (February 2023 to present) | ||||||||||||||
| Key Qualifications and Certifications | ||||||||||||||
•Finance, Audit, and Accounting •Risk Management •Corporate Governance •Retail •Technology and Information Security | •Public Company Board Experience •Global/International •Environmental and Social •NACD Board Leadership Fellow | |||||||||||||
| Based on Mr. Robinson’s experience and his qualifications, the Board believes he is qualified to serve as a director. | ||||||||||||||
Nigel Travis Chairperson of the Board AGE | 76 DIRECTOR SINCE | 2019 INDEPENDENT COMMITTEE | EC (Chair) | Career Highlights, Key Qualifications, and Contributions to the Board | |||||||||||||
Nigel Travis brings extensive executive leadership and public company governance experience, including leading periods of transformation and long-term growth across global retail and restaurant businesses. He has served as the Chairperson of the Company’s Board since January 2023. Mr. Travis was formerly Chief Executive Officer and Executive Chairman and Chairman of the board of directors of Dunkin’ Brands Group, Inc., where he played a central role in the company’s transformation and long‑term growth. Earlier in his career, he served as President and Chief Executive Officer of Papa John’s International, Inc., held senior leadership roles at Blockbuster, Inc., including President and Chief Operating Officer, and served in numerous executive positions at Burger King Corporation. Since July 2022, Mr. Travis has served as a Senior Advisor to Blackstone, advising across its portfolio, and has served on the boards of several of its portfolio companies. His experience leading complex, franchised global businesses, combined with his service in public company board leadership roles, provides the Board with valuable insight into strategy, governance, and organizational transformation. In 2025, Mr. Travis was named “Independent Director of the Year” by Corporate Board Member. | ||||||||||||||
| Other Public Company Boards | ||||||||||||||
•Advance Auto Parts, Inc. (NYSE: AAP), an automotive aftermarket parts provider (August 2018 to May 2023) | ||||||||||||||
| Key Qualifications | ||||||||||||||
•Public Company Board and Board Chair Experience •CEO Experience •Retail •Marketing/Branding •Global/International | •Finance, Audit, and Accounting •Technology and Information Security •Risk Management •Corporate Governance •Supply Chain | |||||||||||||
| Based on Mr. Travis’s experience and his qualifications, the Board believes he is qualified to serve as a director. | ||||||||||||||
2026 Proxy Statement | 13 | Abercrombie & Fitch Co. | ||||||
Corporate Governance
The following section discusses our corporate governance, including the role of our Board and Board committees. Our Corporate Governance Guidelines, which were adopted to promote the effective functioning of the Board and Board committees and to reflect our commitment to high standards of corporate governance, are periodically reviewed by the Board to verify that they reflect the Board’s evolving corporate governance practices, policies, and procedures. In addition, we have a Code of Business Conduct and Ethics, which applies to all associates, officers, and directors worldwide (including members of the Board) and incorporates an additional Code of Ethics applicable to our Chief Executive Officer, Chief Financial Officer, and other designated financial associates. Additional information regarding corporate governance (including a copy of our Corporate Governance Guidelines), a copy of the charter of each of our Board committees, and a copy of our Code of Business Conduct and Ethics, may be found on our corporate website at corporate.abercrombie.com on the “Corporate Governance” page. The Company will provide copies of its Corporate Governance Guidelines, any of the Board committee charters, and its Code of Business Conduct and Ethics to any stockholder, free of charge, upon written request to our Corporate Secretary at 6301 Fitch Path, New Albany, Ohio 43054.
GOVERNANCE PRINCIPLES
Our Board and executive team believe that strong and effective corporate governance is essential to our overall success. Our Board reviews our major governance policies, practices, and processes regularly in the context of current corporate governance trends, investor feedback, regulatory changes, and recognized best practices. The foundation of our corporate governance program is providing transparent disclosure to all stakeholders on an ongoing and consistent basis, with a focus on delivering long-term stockholder value. The following chart provides an overview of our corporate governance structure and processes, including key aspects of our Board operations.
Governance Principles | Our Practices | ||||||||||
| 1 | Accountability to stockholders | •All directors are elected annually •Eligible stockholders may include their director nominees in our proxy materials | |||||||||
| 2 | Appropriate stockholder voting rights | •Proxy access for director candidates nominated by stockholders, reflecting market standards •We do not have a “poison pill” | |||||||||
| 3 | Regular and proactive stockholder engagement | •Our investor relations team maintains an active, ongoing dialogue with investors and portfolio managers year-round on matters of business performance and results •Our directors are available to participate in stockholder engagement where appropriate | |||||||||
| 4 | Independent Board leadership structure | •We ensure independent Board leadership by separating the roles of Chairperson of the Board and CEO •All members of the Audit and Finance Committee, Compensation Committee, and Nominating Committee are independent of the Company and our management | |||||||||
| 5 | Effective Board policies and practices | •Our Corporate Governance Guidelines require a majority of our directors to be independent; eight of our nine director nominees are independent of the Company and our management •Our Board is composed of accomplished professionals with deep and diverse experiences, skills, and knowledge relevant to our business, resulting in a high-functioning and engaged Board (an infographic displaying our directors’ skills is presented above under “Proposal 1 – Election of Directors”) •Each standing Board committee has a charter that is publicly available on our corporate website, meets applicable legal requirements, and reflects good corporate governance •The Nominating Committee reviews the Company’s governance policies and practices annually and makes recommendations to the Board | |||||||||
| Abercrombie & Fitch Co. | 14 | 2026 Proxy Statement | ||||||
CORPORATE GOVERNANCE
ROLE OF THE BOARD
The business and affairs of the Company are managed by, and under the direction of, our Board, which serves as the ultimate decision-making body of the Company, except for those matters reserved to (or shared with) our stockholders. Our Board is responsible for overseeing management, who is, in turn, responsible for the operations of the Company. Our Board’s primary areas of focus are strategy, risk management, corporate governance, and compliance, as well as evaluating management and guiding changes as circumstances warrant. In many of these areas, significant responsibilities are delegated to Board committees, which are responsible for reporting to the Board on their activities and actions. Refer to the “Corporate Governance – Committees of the Board and Meeting Attendance” section of this Proxy Statement beginning on page 20 for additional information on the Board committees.
BOARD LEADERSHIP STRUCTURE
Our Board is currently composed of nine non-associate directors, all of whom are independent under applicable New York Stock Exchange (“NYSE”) listing standards, and Fran Horowitz, the Company’s Chief Executive Officer. The Chairperson of the Board is selected from the independent members of the Board and elected annually by a majority of the independent directors. Nigel Travis has served as the Chairperson of the Board since January 2023. The independent directors elected Mr. Travis as Chairperson given his background as a public company chief executive officer and public company director with chair experience, along with his expertise in the consumer and retail sectors.
Separation of Chairperson of the Board and CEO
Our Corporate Governance Guidelines provide the Board with the flexibility to determine the appropriate Board leadership structure at any given time by not having a fixed rule regarding whether the offices of the Chairperson of the Board and the CEO should be vested in the same individual or different individuals. To ensure independent Board leadership, the Corporate Governance Guidelines require the appointment of a Lead Independent Director in the event the roles of the Chairperson and the CEO are combined. The Board currently believes that it is in the best interests of the Company for the roles of the Chairperson and CEO to be separated. Accordingly, we believe that the service of Mr. Travis as our independent Chairperson and Ms. Horowitz as our CEO continues to allow for effective management of the Company’s business. In addition, we believe that the independent Chairperson, together with a Board whose members (other than Ms. Horowitz), including the chairs of each of our Board committees, all qualify as independent, represents the most appropriate Board leadership structure for the Company at this time. Regularly-scheduled executive sessions of the independent directors, as well as written duties and responsibilities for our independent Chairperson and for each of our standing Board committees, support this Board leadership structure.
Responsibilities of Chairperson of the Board
As Chairperson, Mr. Travis has primary responsibility for presiding over meetings of the Board and executive sessions of our independent directors and for managing the Board. The Chairperson’s specific duties and responsibilities are specified in our Corporate Governance Guidelines, and include the following principal responsibilities:
•establishing procedures to govern the Board’s work and annual schedules for the Board;
•in collaboration with the CEO, establishing agendas for all Board meetings, organizing discussion items, and workflow;
•facilitating communication between and among the independent directors and Company management, including promoting effective communications on developments occurring between Board meetings;
•working with the Chair of the Nominating Committee with respect to recruitment, selection, and orientation of new Board members, as well as Board committee composition;
•leading the Board’s review of the succession plan for our CEO and other key members of senior management;
•coordinating periodic Board input and review of management’s strategic plan for the Company;
•providing strategic advice to our CEO on operational and financial matters, as necessary;
•briefing the CEO on issues and concerns arising in the executive sessions of our independent directors;
•coordinating the Board’s evaluation process and the annual Board performance review of the CEO; and
•being available for consultation and direct communication with the Company’s stockholders.
2026 Proxy Statement | 15 | Abercrombie & Fitch Co. | ||||||
CORPORATE GOVERNANCE
BOARD REFRESHMENT AND TENURE
The Nominating Committee is charged with identifying individuals qualified to become directors of the Company and recommending to the Board nominees for appointment to the Board. Over the past several years, the Nominating Committee has recommended to the Board the nomination of directors whom the Board believes can bring fresh perspectives and certain specialized skills or expertise, and are well balanced by the contributions of our directors with longer tenures who have meaningful institutional knowledge.
Our Nominating Committee and our Board are committed to ongoing Board refreshment and succession planning. Our commitment to Board refreshment and bringing new ideas and perspectives to the Board is demonstrated by our current Board composition. Additionally, three of our independent director nominees have joined the Board since the beginning of Fiscal 2021: Kenneth B. Robinson, Arturo Nuñez, and Andrew Clarke. In addition to bringing years of experience as executives in the retail or consumer products industries, these individuals have brought additional perspectives to the Board.
Our Board also benefits from having directors with a range of tenures, and we believe fresh perspectives are well balanced by the contributions of directors with longer tenures. Accordingly, the Board does not believe it is advisable to establish arbitrary term limits for directors based on age or years of service, as such limits may at times force the Company to lose the contribution of directors who have, over time, developed invaluable institutional knowledge of the Company and its operations, and who provide continuity. At the same time, the Board recognizes that incumbent directors should not expect to be renominated automatically or continually.
To this end, the Nominating Committee is required to evaluate each incumbent director’s qualifications, performance, and ability to continue to contribute productively before recommending the nomination of that director for an additional term. This evaluation includes a review of the results of the Board’s evaluation process, including the results of any peer evaluations, prior years’ voting results, and the Company’s needs at a particular point in time. Our Nominating Committee continues to assess the effectiveness of this policy through monitoring the changes in our Board’s composition.
If the nine director nominees named in this Proxy Statement are elected at the Annual Meeting, the resulting tenure breakdown of the Board would be as follows:
n 0-2 Years n 3-6 Years n 7-8 Years n 9+ Years | ||||||||
5.8 YEARS | ||||||||
Average tenure of our director nominees. | ||||||||
| Abercrombie & Fitch Co. | 16 | 2026 Proxy Statement | ||||||
CORPORATE GOVERNANCE
BOARD COMPOSITION
The Board and the Nominating Committee believe that, as a group, the directors should have varied backgrounds, skills, and experiences. The Board believes that such characteristics afford the opportunity for a variety of points of view, improving the quality of dialogue, contributing to a more effective decision-making process, and enhancing overall culture in the boardroom.
The following snapshot provides summary information about our nine director nominees. The data set forth below is based on self-identification information provided by our director nominees and disclosed publicly with their consent. Please see page 7 of this Proxy Statement for Proposal 1 - Election of Directors for more information about our director nominees.
DIRECTOR NOMINATIONS
Identifying Director Candidates
Our Nominating Committee is responsible for identifying and recommending qualified nominees for election or, in the case of a vacancy, appointment to the Board. The Board, taking into account the recommendations of the Nominating Committee, is the final arbiter for the selection of nominees to the Board. In identifying and selecting a nominee, the Board and the Nominating Committee will consider the attributes described below under “Director Qualifications and Consideration of Director Candidates.”
The Board and the Nominating Committee also consider whether a potential nominee can devote sufficient time to carry out her or his responsibilities as a director in light of such potential nominee’s occupation and the number of boards of directors of other public companies on which she or he serves.
The process for seeking and vetting additional director candidates is ongoing and is not dependent upon the existence of a vacancy on the Board. The Board believes that this ongoing pursuit of qualified candidates functions as an appropriate director succession plan. Pursuant to its charter, our Nominating Committee has the authority to retain consultants and search firms to assist in the process of identifying and evaluating candidates, and to approve the fees and other retention terms for any such consultant or search firm. In prior years, the Nominating Committee has used third-party search firms to help identify and evaluate director candidates.
2026 Proxy Statement | 17 | Abercrombie & Fitch Co. | ||||||
CORPORATE GOVERNANCE
Director Time Commitment Considerations
In evaluating nominees to serve on our Board, the Nominating Committee and the Board consider whether a director nominee can effectively fulfill her or his duties as a director of the Company, especially with respect to the director nominee’s expected time commitments with respect to her or his occupation and/or service as a director of other public companies.
Our Corporate Governance Guidelines set forth guidelines regarding the number of public company boards and audit committees on which members of our Board may serve:
•No member of the Board may simultaneously serve on the boards of directors of more than three public companies, other than the Company’s Board, unless the Board has determined, upon recommendation by our Nominating Committee, that the aggregate number of directorships held by the individual would not interfere with the individual’s ability to carry out her or his responsibilities as a director of the Company.
•In recognition of the enhanced time commitments associated with membership on a public company’s audit committee, the Board has adopted a policy that no member of the Audit and Finance Committee (sometimes referred to herein as the “Audit Committee”) may serve simultaneously on the audit committees of more than two public companies other than the Company, unless a waiver of this requirement is affirmatively granted by the Board.
Stockholder Recommendations and Nominations for Director Candidates
Our Nominating Committee considers candidates for the Board recommended by stockholders of the Company. Stockholders may recommend director candidates for consideration by our Nominating Committee by giving written notice of the recommendation to the Chair of our Nominating Committee, in care of the Company, at the Company’s principal executive offices at 6301 Fitch Path, New Albany, Ohio 43054. The Nominating Committee evaluates all potential director nominees using the same criteria, regardless of the source of the nominee. Accordingly, all potential director nominees, including candidates recommended by stockholders, are assessed using the criteria described below under “Director Qualifications and Consideration of Director Candidates.”
Stockholders may also nominate candidates to the Board pursuant to the advance notice, information, and consent provisions contained in our Bylaws. In addition, following thoughtful engagement with our stockholders, the Board adopted a “Proxy Access” bylaw for director nominations that permits a stockholder, or a group of up to 20 stockholders, that has owned continuously for at least three years, shares of the Company’s Common Stock representing an aggregate of at least 3% of our outstanding shares, to nominate and include in the Company’s proxy materials director nominees constituting up to 25% of the Board, provided that the stockholder(s) and nominee(s) satisfy the procedural and informational requirements in Section 2.04 of our Bylaws. See the “Stockholder Proposals and Nominations for 2027 Annual Meeting” section of this Proxy Statement on page 77.
| Abercrombie & Fitch Co. | 18 | 2026 Proxy Statement | ||||||
CORPORATE GOVERNANCE
DIRECTOR QUALIFICATIONS AND CONSIDERATION OF DIRECTOR CANDIDATES
When considering candidates for the Board, our Nominating Committee evaluates the entirety of each candidate’s credentials and does not have specific eligibility requirements or minimum qualifications that a candidate must meet.
In considering director candidates, our Nominating Committee considers those factors it deems appropriate in light of the needs of the Board, including:
•the nominee’s independence, judgment, strength of character, ethics, and integrity;
•the nominee’s business or other relevant experience, skills, and knowledge useful to the oversight of the Company’s business; and
•such other factors as the Nominating Committee concludes are appropriate in light of the needs of the Board, taking into account the overall composition of the Board, including the mix of backgrounds, qualifications, experience, perspectives, education, skills, and expertise, and any other relevant personal characteristics.
The Company believes that the Board, as a whole, should have competency in the following areas:
•High character and integrity •Audit, accounting, and finance •Management experience | •Industry knowledge •Leadership •Strategy/vision | ||||||||||
Depending on the current needs of the Board, our Nominating Committee may balance certain factors differently. Our Nominating Committee does, however, believe that all members of the Board should have the highest character and integrity, a reputation for working constructively with others, sufficient time to devote to Board matters, and no conflict of interest that would interfere with performance as a director.
2026 Proxy Statement | 19 | Abercrombie & Fitch Co. | ||||||
CORPORATE GOVERNANCE
COMMITTEES OF THE BOARD AND MEETING ATTENDANCE
During Fiscal 2025, the Board held eleven regularly-scheduled meetings and held three special meetings. In accordance with the Company’s Corporate Governance Guidelines and applicable rules of the NYSE set forth in the NYSE Listed Company Manual (the “NYSE Rules”), the non-associate directors of the Company meet (without management present) at regularly-scheduled executive sessions at least twice per year and at such other times as the directors deem necessary or appropriate. The non-associate directors met alone without management present eight times during Fiscal 2025 in executive session. Executive sessions of the non-associate directors are regularly scheduled as agenda items at meetings of the Board, and all meetings of non-associate or independent directors are presided over by the Chairperson of the Board. Executive sessions are also regularly scheduled in connection with committee meetings, other than those of our Executive Committee, throughout the year.
Each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board held during Fiscal 2025 and (ii) the total number of meetings held by each committee of the Board on which such director served during Fiscal 2025. While we do not have a formal policy on director attendance at annual meetings, we strongly encourage our directors to attend our Annual Meeting of Stockholders. All incumbent directors virtually attended the Company’s 2025 Annual Meeting.
Committees of the Board
During Fiscal 2025, the Board had five standing committees. The Board currently has four standing committees, each of which is described below. The responsibilities of each standing Board committee are set forth in a written charter. Committee charters are reviewed annually by the Nominating Committee and the Board. All standing committee charters are available on our website at corporate.abercrombie.com. The Board may form new committees, disband existing committees, and delegate additional responsibilities to a committee.
As part of the Board’s ongoing evaluation of its governance structure and in an effort to promote efficiency and continued effective oversight of corporate social responsibility and sustainability matters, the Board determined that maintaining a separate committee was no longer necessary, and the Board accordingly dissolved its Environmental, Social, and Governance Committee (the “ESG Committee”), effective February 25, 2026. Reflecting the extent to which these topics have over time become embedded into the Company’s strategy, risk management, and operations, the Board reallocated the responsibilities previously overseen by the ESG Committee to the other committees and to the full Board. During Fiscal 2025, the ESG Committee’s members included Susie Coulter (committee chair), Arturo Nuñez, and Kenneth B. Robinson, and the Committee met a total of two times. Further information on how the ESG Committee’s prior responsibilities were reallocated to the other committees and to the full Board are noted on the following pages under “Primary Responsibilities” for each committee.
Our Nominating Committee is responsible for evaluating and making recommendations to our Board regarding Board committee assignments. The Board’s four standing committees and their current members are as follows:
| Director | Audit Committee | Compensation Committee | Nominating Committee | Executive Committee | |||||||||||||
| Kerrii B. Anderson | ©Ⓕ | l | l | ||||||||||||||
Andrew Clarke | l | ||||||||||||||||
| Susie Coulter | l | ||||||||||||||||
| James A. Goldman | l | © | l | ||||||||||||||
| Fran Horowitz | l | ||||||||||||||||
| Helen E. McCluskey | lⒻ | © | l | ||||||||||||||
Arturo Nuñez | l | ||||||||||||||||
| Kenneth B. Robinson | lⒻ | ||||||||||||||||
| Nigel Travis | © | ||||||||||||||||
Helen Vaid(1) | l | ||||||||||||||||
| © | Committee Chair | l | Member | Ⓕ | Financial Expert | ||||||||||||
(1) Ms. Vaid is not standing for re-election at the Annual Meeting. | |||||||||||||||||
| Abercrombie & Fitch Co. | 20 | 2026 Proxy Statement | ||||||
CORPORATE GOVERNANCE
Audit and Finance Committee | ||||||||||||||
MET 9 TIMES IN FISCAL 2025 COMMITTEE MEMBERS •Kerrii B. Anderson (Chair) •Helen E. McCluskey •Arturo Nuñez •Kenneth B. Robinson | Primary Responsibilities | |||||||||||||
The primary responsibilities of the Audit Committee are to oversee: •the integrity of our consolidated financial statements; •the effectiveness of our systems of disclosure controls and procedures and internal control over financial reporting, including reviewing and discussing any significant deficiency or any material weakness in the design or operation of our internal controls and any steps taken to remediate such issue; •compliance with legal and regulatory requirements, including monitoring and reviewing matters within its purview and the financial reporting and disclosure process; •compliance with our Code of Business Conduct and Ethics; •the qualifications and independence of the Company’s independent registered public accounting firm; •the Company’s enterprise risk issues and enterprise risk management policies, guidelines, and programs; •the annual independent audit of our consolidated financial statements; •the review, and where delegated, approval, of our financial plans and policies; •risks related to information technology security, cybersecurity, data, and artificial intelligence; •significant health and safety matters that present enterprise level risk;* and •the reporting and auditing of any mandatory sustainability and climate-related disclosures* that require assurance or are within the financial reporting framework. In addition, the Audit Committee is responsible for: •evaluating the performance of the internal audit function and the independent registered public accounting firm; and •determining the appointment, compensation, and retention of both the independent registered public accounting firm and the chief audit executive who leads the Company’s internal audit function; | ||||||||||||||
*Responsibility was previously held by the ESG Committee. | ||||||||||||||
FINANCIAL LITERACY AND INDEPENDENCE The Board has determined that each current member of the Audit Committee meets all applicable independence and financial literacy requirements under the NYSE Rules and applicable SEC rules, including the enhanced independence standards for audit committee members. | ||||||||||||||
2026 Proxy Statement | 21 | Abercrombie & Fitch Co. | ||||||
CORPORATE GOVERNANCE
Compensation and Human Capital Committee | ||||||||||||||
MET 8 TIMES IN FISCAL 2025 COMMITTEE MEMBERS •Helen E. McCluskey (Chair) •Andrew Clarke •James A. Goldman •Helen Vaid(1) (1) Ms. Vaid is not standing for re-election at the Annual Meeting. | Primary Responsibilities | |||||||||||||
The primary responsibilities of the Compensation Committee are: •overseeing the Company’s overall compensation structure, policies, and programs; •evaluating the performance of the CEO in consultation with independent directors, and reviewing and approving the compensation for the CEO based on such evaluation; •approving compensation for the officers of the Company other than the CEO (as determined by the Compensation Committee), with input from the CEO; •reviewing and approving the metrics to be used for the determination of payouts under cash-based and equity-based incentive programs, and the administration of such programs; •recommending to the Board the compensation of non-associate directors of the Board; •reviewing and monitoring the Company’s human capital management strategies, programs, policies, and practices, including those relating to organizational structure, talent development, workplace culture, inclusion and belonging*, and associate engagement; •assisting the Board in the review of succession plans for the CEO and other designated officers of the Company; •overseeing associate welfare and retirement benefit plans; and •evaluating the independence of compensation consultants and assessing whether their work raises any conflicts of interest requiring disclosure. | ||||||||||||||
*Responsibility was previously held by the ESG Committee. | ||||||||||||||
INDEPENDENCE The Board has determined that each member of the Compensation Committee meets all applicable independence requirements under the NYSE Rules and applicable SEC rules, including the enhanced independence standards for compensation committee members under the NYSE Rules. Each member of the Compensation Committee also has been determined to be a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act. | ||||||||||||||
DELEGATION The Committee has the authority to form and delegate authority to a subcommittee in accordance with applicable laws, rules, and regulations and NYSE corporate governance standards. | ||||||||||||||
| Abercrombie & Fitch Co. | 22 | 2026 Proxy Statement | ||||||
CORPORATE GOVERNANCE
Nominating and Board Governance Committee | ||||||||||||||
MET 4 TIMES IN FISCAL 2025 COMMITTEE MEMBERS •James A. Goldman (Chair) •Kerrii B. Anderson •Susie Coulter | Primary Responsibilities | |||||||||||||
The primary responsibilities of the Nominating Committee are: •identifying, evaluating, and recommending director nominees for election, for re-election, or to fill any vacancies to or on the Board; •making recommendations to the Board on committee memberships, including chair positions; •overseeing the evaluation processes of the Board and Board committees; •reviewing corporate governance matters and processes; •developing and recommending to the Board a set of corporate governance principles (the Corporate Governance Guidelines); •reviewing and assessing any stockholder proposals submitted to the Company; •overseeing the Company’s stockholder engagement process; •reviewing our Related Person Transaction Policy and approving such related person transactions in accordance with the policy and applicable NYSE Rules and SEC requirements; •reviewing and making recommendations to the Board regarding orientation for new directors and continuing education for all directors; •reviewing and approving the use of Company funds or property by any associate or officer, including our CEO, in support of any political party, organization, or committee, or any candidate for public office, as permitted by law; •reviewing and discussing with management the Company’s significant environmental and social strategies, policies, and practices, and related risk oversight, including the reporting of such matters;* and •reviewing and discussing with management the Company’s significant charitable and community investment policies and practices and business organizations.* | ||||||||||||||
*Responsibility was previously held by the ESG Committee. | ||||||||||||||
INDEPENDENCE The Board has determined that each member of the Nominating Committee meets all applicable independence requirements under the NYSE Rules and applicable SEC rules. | ||||||||||||||
Executive Committee | ||||||||||||||
MET 1 TIME IN FISCAL 2025 COMMITTEE MEMBERS •Nigel Travis (Chair) •James A. Goldman •Fran Horowitz •Kerrii B. Anderson •Helen E. McCluskey | Primary Responsibilities | |||||||||||||
The primary responsibilities of the Executive Committee are: •acting on behalf of the Board in between Board meetings with respect to matters that, in the opinion of our Chairperson of the Board, should not be postponed until the next scheduled meeting of the Board, subject to any limitation imposed under applicable law or by the Board; and •taking any action deemed necessary under exigent circumstances when a quorum of the Board cannot be satisfied, subject to any limitation imposed under applicable law or by the Board. In addition, members of the Executive Committee may conduct preliminary screenings of potential director nominees when delegated to do so by the Board. | ||||||||||||||
2026 Proxy Statement | 23 | Abercrombie & Fitch Co. | ||||||
CORPORATE GOVERNANCE
BOARD EVALUATION PROCESS
The Board believes it is important to assess its overall performance and the performance of the Board committees. On an annual basis, our Nominating Committee oversees an evaluation of our Board’s performance and committee performance. The annual Board evaluation process may vary from year to year. Since Fiscal 2023, the Nominating Committee has engaged an experienced and independent third-party consultant to perform an objective assessment of the overall effectiveness of our Board and committees. The following provides an overview of the Fiscal 2025 Board evaluation process.
Summary of Fiscal 2025 Board Evaluation Process
Annual Evaluations and Interviews | ||
As part of the evaluation process, the third-party consultant solicited individual director feedback on various topics such as board composition (including board size and refreshment), committee structure, board culture and board leadership, relationship with management, oversight of strategy and risk, and effectiveness of board and committee meetings. The third-party consultant solicited the directors’ feedback through written questionnaires, as well as individual interviews with each director. The third-party consultant also solicited feedback from select members of management who regularly interact with the Board. | ||
| Third-Party Consultant Produces Report | ||
The third-party consultant synthesized the findings into a report that was provided to the Nominating Committee and the Board Chairperson. | ||
| Committee and Board Review of Results | ||
The third-party consultant then presented the results of the committee and Board evaluations to the Nominating Committee and the full Board during the first quarter of Fiscal 2026, and participated in discussions with both the Nominating Committee and the Board on the overall findings. | ||
| Incorporation of Feedback | ||
The Board and management take steps to address or improve any issues or opportunities identified during the evaluation process. For example, as a result of feedback provided during the Fiscal 2023 and Fiscal 2024 Board evaluation process and ensuing discussions regarding the Board’s governance structure and oversight approach, the Board determined that oversight of corporate social responsibility and sustainability matters would be most effective when allocated across the other committees and the full Board, and accordingly dissolved the ESG Committee in February 2026. | ||
BOARD ROLE IN RISK OVERSIGHT
The Board has primary responsibility for risk oversight and, in this capacity, oversees the management of risks related to the operation of our Company. The Board executes its oversight duties in part by assigning responsibility to committees of the Board to oversee the management of risks that fall within their respective areas. In performing this function, each Board committee has full access to management, as well as the ability to engage advisors. The Chair of each Board committee reports on the applicable committee’s activities at Board meetings and has the opportunity to discuss risk management with the full Board at that time.
Key Areas of Risk Oversight
Board | Audit Committee | Compensation Committee | Nominating Committee | ||||||||
•Strategy •Operational Risks •Capital Allocation •Significant Reputational Risk •Financing Strategy •Management Succession Planning | •Accounting and Financial Disclosure •Oversight of ERM Committee •Information Technology, Cybersecurity, and Artificial Intelligence Risks •Ethics and Compliance Program •Litigation | •Executive Compensation Design •Company Incentive Plans •Human Capital Management •Director Compensation | •Board Succession Planning •Nominee Identification and Selection •Board Evaluations and Refreshment •Corporate Governance •General Environmental Matters and Social Responsibility Matters, including Sustainability | ||||||||
The above table does not include all areas of risk management overseen by the Board and the Board committees.
| Abercrombie & Fitch Co. | 24 | 2026 Proxy Statement | ||||||
CORPORATE GOVERNANCE
Enterprise Risk Management Program
The Company primarily manages enterprise risk through our management-led Enterprise Risk Management Committee (the “ERM Committee”). Co-chaired by our CFO and leaders of our Risk Management and Compliance departments, the ERM Committee is composed of a group of cross-functional senior members of management across the Company. The ERM Committee meets on a quarterly basis to review, prioritize, and address mitigation strategies for major risk exposures. The ERM Committee also considers new and emerging risks, and, as needed, a smaller subset of the ERM Committee meets in-between the quarterly meetings to discuss emerging or growing risks. As part of its risk oversight role, the Audit Committee receives quarterly reports on our enterprise risk management program from representatives of the ERM Committee.
Information Technology and Cybersecurity Risk Oversight
Management of the Company manages cybersecurity as an enterprise risk within the Company’s enterprise risk management program. Responsibility for risk oversight and management generally lies with the Board. To effectively manage oversight of our cybersecurity risk management practices, the Board has delegated such responsibility to the Company’s Audit Committee. Members of management responsible for information technology and cybersecurity areas report to the Audit Committee or the full Board, as appropriate, on a quarterly basis regarding current and emerging cybersecurity risks to the Company, risks and incidents that were escalated to management during the prior quarter (including those that did not require immediate escalation to the Audit Committee and/or full Board), internal and external assessments of the Company’s information security program, and a roadmap of projects and major initiatives to manage our information security posture. As part of the management of cybersecurity as an enterprise risk, the Company, internally and through third parties, conducts multiple information risk assessments each year. Risks identified in such assessments are considered, evaluated, and are then prioritized and addressed as appropriate to update the Company’s information security programs. Assessments, along with risk-based analysis and judgment, are used by the Company to determine how the Company manages these risks. In addition, management holds annual tabletop exercises on information technology and cybersecurity incidents, and certain corporate associates and management-level associates in our stores and distribution center are trained on cybersecurity matters at least annually. These trainings educate our associates on Company policies and procedures for the handling of customer and employee personal data, incident reporting, and avoiding common cybersecurity threats such as phishing. Additional targeted training is provided throughout the year, and regular audiences include associates on the Company’s marketing, data analytics, and user experience teams. To support the Board’s oversight responsibilities, from time to time we provide our Board members with continuing educational opportunities presented by third-party experts, as well as periodic briefings from management, to keep the Board apprised of developments impacting the Company, and we offer reimbursement for outside educational programs to enhance our directors’ knowledge. The Chair of our Audit Committee has completed the NACD Cyber-Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight. In January 2026, the full Board participated in a training program on artificial intelligence and related governance considerations presented by NACD.
Corporate Social Responsibility and Sustainability Risk Oversight
The Board has primary responsibility for oversight of corporate social responsibility and sustainability matters and, in this capacity, oversees the management of risks related to these matters. The Board executes its oversight duties in part by assigning responsibility to committees of the Board to oversee the management of corporate social responsibility and sustainability matters and risks that fall within their respective areas, as described in greater detail in the below table. In addition, our Board plays an important role in the oversight of Company culture, and members of management provide regular updates to the Board on Company culture, including results of associate engagement surveys, recent associate engagement events, and turnover, retention, and recruiting metrics.
| Audit Committee | Compensation Committee | Nominating Committee(1) | ||||||
Our Audit Committee is responsible for our audit practices; for risk oversight of cybersecurity, information technology, and artificial intelligence programs; and for our Ethics and Compliance Program. | Our Compensation Committee is responsible for human capital management and matters related to compensation and benefits. The Compensation Committee also assists the Board in reviewing succession plans for our CEO and other select officers of the Company. | Our Nominating Committee is responsible for matters related to the corporate governance of the Company and the Board, including the composition of our Board and Board refreshment and succession planning, as well as general environmental and social matters, such as responsible sourcing, human rights, and sustainability and climate change. | ||||||
2026 Proxy Statement | 25 | Abercrombie & Fitch Co. | ||||||
CORPORATE GOVERNANCE
Compensation Programs Risk Assessment
Management of the Company and our Compensation Committee have assessed the Company’s compensation programs, and based upon all of the facts and circumstances available to the Company at the time of the filing of this Proxy Statement, management of the Company and our Compensation Committee have concluded that the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Accordingly, the Compensation Committee historically has not made material adjustments to the Company’s compensation policies and practices as a result of the Company’s risk profile, nor did the Company’s compensation policies and practices change significantly in Fiscal 2025 compared to Fiscal 2024.
The risk assessment of the Company’s compensation programs for Fiscal 2025 was overseen by our Compensation Committee in consultation with its independent counsel and its independent compensation consultant. This assessment considered, among other factors:
•Our compensation policies and practices in effect for our executive officers, members of senior management, and our associates (e.g., metrics selected and the weighting of those metrics, performance measurement periods for incentive compensation, mix of pay, and stock ownership guidelines).
•Features built into our compensation programs to discourage excessive risk-taking (e.g., incentive caps and clawback provisions).
•The Compensation Committee’s review of market data for our designated officers when making all related pay decisions.
•The Compensation Committee’s approval of all annual cash incentive program and performance-based equity award goals and metrics, and the Compensation Committee’s associated certification of performance achievement at the conclusion of the performance periods.
•The Company’s enterprise risks, the degree to which those enterprise risks may be exacerbated by compensation, and the associated controls to manage enterprise risks.
Our performance-based executive compensation program, as described more fully in the “Compensation Discussion and Analysis” section of this Proxy Statement beginning on page 36, coupled with our stock ownership guidelines and clawback provisions, is designed to align the interests of our executive officers with those of our stockholders by encouraging long-term superior performance without encouraging excessive or unnecessary risk-taking. The Compensation Committee will continue to monitor the Company’s compensation policies and practices to determine whether its risk management objectives are being met.
DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS
Independence Determinations
Our Board has reviewed, considered, and discussed the relationships with the Company, both direct and indirect, of each director in order to determine whether such individual meets the independence requirements of the applicable NYSE Rules. The Board has determined that nine of the ten current directors of the Company qualify as independent under the applicable NYSE Rules. Specifically, the Board has determined that each of Kerrii B. Anderson, Andrew Clarke, Susie Coulter, James A. Goldman, Helen E. McCluskey, Arturo Nuñez, Kenneth B. Robinson, Nigel Travis, and Helen Vaid has no commercial, industrial, banking, consulting, legal, accounting, charitable, familial, social, personal, or other relationship with the Company, either directly or indirectly, that would be inconsistent with a determination of independence under the applicable NYSE Rules. Fran Horowitz does not qualify as independent because she is an executive officer of the Company.
There are no family relationships among any of the current directors, director nominees, and executive officers of the Company. Please see the text under the caption “INFORMATION ABOUT OUR EXECUTIVE OFFICERS” within “ITEM 1. BUSINESS” in Part I of our Fiscal 2025 Form 10-K for information about the Company’s executive officers.
| Abercrombie & Fitch Co. | 26 | 2026 Proxy Statement | ||||||
CORPORATE GOVERNANCE
Related Person Transaction Policy and Process and Conflicts of Interest
The Board has adopted the Abercrombie & Fitch Co. Related Person Transaction Policy (the “RPT Policy”), which is administered by our Nominating Committee and the Company’s General Counsel. A copy of the RPT Policy is posted on the “Corporate Governance” page of our corporate website at corporate.abercrombie.com. The RPT Policy applies to any transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships, in which the Company or one of our subsidiaries participates or will participate, the amount involved exceeds or is expected to exceed $120,000, and a “related person” had, has, or will have a direct or indirect interest.
Each year, our directors (including any director nominees) and executive officers complete a questionnaire designed to elicit information about potential related person transactions. Any potential related person transaction that is raised will be analyzed by our General Counsel to determine whether the transaction, arrangement, or relationship constitutes a related person transaction requiring compliance with the RPT Policy. Pursuant to the RPT Policy, all related person transactions (other than those deemed to be excluded or ratified under the terms of the RPT Policy) will be referred to our Nominating Committee for approval (or disapproval), ratification, revision, or termination. Our Nominating Committee may only approve or ratify those transactions that our Nominating Committee determines to be in the Company’s best interests. In making this determination, our Nominating Committee will review and consider all relevant information available. Any related person transaction previously approved or ratified by our Nominating Committee or otherwise already existing that is ongoing in nature is to be reviewed annually.
Fiscal 2025 Related Person Transactions - None.
Certain Other Transactions Involving Directors, Executive Officers, or >5% Beneficial Owners - FMR LLC filed various amendments to Schedule 13G that reported that it beneficially owned more than 5% of our Common Stock during Fiscal 2025. The Company utilizes the services of affiliates of FMR LLC, including record-keeping, administrative, and management services for the Abercrombie & Fitch Co. Associate Stock Purchase Plan, the Abercrombie & Fitch Co. Directors’ Deferred Compensation Plan, the Company’s long-term incentive plans, the Abercrombie & Fitch Co. Savings and Retirement Plan (the Company’s 401(k) plan) and the Abercrombie & Fitch Nonqualified Savings and Supplemental Retirement Plan. These transactions and arrangements with affiliates of FMR LLC are negotiated on an arm’s-length basis, contain customary terms and conditions, and are unrelated to the ownership of our Common Stock by FMR LLC or its related entities.
Our Code of Business Conduct and Ethics, which was adopted by the Board, also addresses the potential conflicts of interest which may arise when a director, an officer, or an associate has an interest in a transaction to which the Company or one of our subsidiaries is a party. If a potential conflict of interest arises concerning an officer or a director, all information regarding the issue is to be reported to the Company’s Chief Ethics and Compliance Officer and the Company’s General Counsel for review and, if appropriate or required under the Company’s policies (including the Company’s RPT Policy), submitted to our Nominating Committee for review and disposition.
Indemnification Arrangements with Directors and Executive Officers
We indemnify our directors and our executive officers as permitted by the laws of Delaware against personal liability in connection with their service to the Company. This indemnification is required under our Amended and Restated Certificate of Incorporation and our Bylaws, and we have entered into agreements with these individuals contractually obligating us to provide this indemnification to them.
2026 Proxy Statement | 27 | Abercrombie & Fitch Co. | ||||||
CORPORATE GOVERNANCE
OTHER CORPORATE GOVERNANCE MATTERS
Directors Who Substantially Change Their Job Responsibility
Pursuant to our Corporate Governance Guidelines, a director must inform our Chairperson of the Board, the Chair of our Nominating Committee, and the Corporate Secretary as promptly as feasible, in advance, if the director is contemplating a change in employment, membership on another public company’s board of directors or any other board membership, or other change in status or circumstances that might cause the Board to conclude that the director is no longer independent, is no longer qualified to serve on the Board, might not be able to continue to serve effectively, or that such service is otherwise no longer appropriate. Such prior notice is intended to permit management of the Company to conduct a preliminary analysis of the potential impact of the proposed change on the director’s independence and/or service. If the determination is made that the potential change constitutes a conflict of interest or interferes with the director’s ability to carry out her or his responsibilities as a director of the Company, the director must immediately submit a letter of resignation or not proceed with the potential change. If the director offers her or his resignation, the Nominating Committee will duly consider the matter and make a timely recommendation to the Board, and the Board shall determine whether to accept or reject such offer.
If sufficient prior notice cannot be given, the director must immediately submit a letter of resignation to our Nominating Committee. Upon receipt of such a letter of resignation, our Nominating Committee will duly consider the matter and make a timely recommendation to the Board, and the Board shall determine whether to accept or reject such offer.
Insider Trading Policy
The Company has adopted insider trading policies and procedures regarding securities transactions (the “Insider Trading Policy”) that apply to all officers, directors, employees, consultants, and contractors of the Company and its subsidiaries (“Covered Persons”), as well as the Company itself. The Company believes that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations with respect to the purchase, sale, and/or other dispositions of the Company’s securities, as well as the applicable rules and regulations of the New York Stock Exchange.
Anti-Hedging Policy
The Company’s Insider Trading Policy applies to all Covered Persons, and to their Family Members and Related Entities (each as defined in the Insider Trading Policy), during and after their employment or service. Under the Insider Trading Policy, Covered Persons are prohibited from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions that hedge, offset, or are designed to hedge or offset, any decrease in the market value or the full ownership risks and rewards of Covered Persons’ direct or indirect holdings in Company securities. In addition, under the Company’s Associate Handbook, associates may not at any time engage in transactions that shift the economic consequences of ownership of Company securities to any third party, including the purchase or sale of puts or calls, or hedging transactions such as caps and collars.
Equity Grant Policy and Practices
The Company does not currently grant new awards of stock options, stock appreciation rights (“SARs”), or similar option-like instruments. The Company, however, maintains the Abercrombie & Fitch Compensation Committee Equity Grant Policy (the “Grant Policy”), which governs all grants of performance-based and time-based restricted stock units to Company associates, including “Designated Officers” (which includes NEOs). The administration of PSA and RSU awards is managed by the Company’s human resources department with specific instructions related to the timing of grants given by the Committee. Pursuant to the Grant Policy, the Committee reviews and approves individual grants for the NEOs, as well as the total number of shares covered by PSAs and RSUs granted to all associates. Among other things, the Grant Policy generally provides that PSAs and RSUs are granted pursuant to a predetermined schedule throughout the year to avoid the practice of timing grants to take advantage of the release of material, non-public information that could impact the value of executive compensation. In particular, with respect to Designated Officers, the Grant Policy provides that, unless specified otherwise by the Committee, grant effective dates are as follows: (i) for annual awards, the effective date of grant is the date of the Committee’s regular meeting during the first quarter at which such annual awards are
| Abercrombie & Fitch Co. | 28 | 2026 Proxy Statement | ||||||
CORPORATE GOVERNANCE
Communications with the Board
Communications by stockholders and other interested parties to individual directors or the Board may be addressed to 6301 Fitch Path, New Albany, Ohio 43054, Attention: Corporate Secretary.
All such letters must identify the author as a stockholder or other interested party and clearly state the intended recipient. Copies of all such letters will be circulated to the appropriate director or directors. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder/Interested Party — Non-Management Director Communication,” “Stockholder/Interested Party — Board Communication,” “Stockholder/Interested Party — Independent Director Communication,” or “Stockholder/Interested Party — Chairperson of the Board Communication,” as appropriate.
Correspondence marked “personal and confidential” will generally be delivered to the intended recipient without opening, unless circumstances warrant otherwise. There is no screening process in respect to communications from stockholders or other interested parties.
2026 Proxy Statement | 29 | Abercrombie & Fitch Co. | ||||||
CORPORATE GOVERNANCE
CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY MATTERS
Sustainability and Human Rights
We strive to create a positive impact by advancing sustainability efforts in our offices, stores, and supply chain. Our sustainability practices and policies support our commitment to global human rights and our efforts to make our products in safe and responsible facilities while reducing environmental impact where possible. These practices and policies are embedded in our day-to-day operations, and while we know there is no finish line to these efforts, we continue to build on our existing sustainability programs, some of which we have had in place for over 20 years. Highlights of our programs over the past several years include:
Strategy | ||||||||
We conducted an ESG materiality assessment to identify topics that are most impactful to long-term value creation and important to our stakeholders. From this assessment, we refreshed existing sustainability targets and added new goals. We continue to track our performance and make progress against existing targets, while continuing to refresh, retire, and add new goals and targets as appropriate. | ||||||||
Stakeholder Engagement | ||||||||
We seek to provide our stakeholders with transparency on our supply chain and environmental practices. Specific actions we have taken over the past several years include: •We relaunched the sustainability page on our corporate website with updates on our sustainability strategies, ESG materiality assessment results, status of our publicly-announced targets, and other initiatives. •We directly engaged with stockholders to educate, discuss, and receive feedback on various topics, including our sustainability initiatives and our supply chain practices. We believe it is important for the retail industry to take collective action across the supply chain. We partner with organizations and join industry initiatives to advance responsible supply chain practices. We participate in the U.S. Cotton Trust Protocol, Canopy, and the United Nations Global Compact (the latter of which is the world’s largest corporate citizenship and sustainability initiative). We are also a member of Better Cotton, Cascale, Textile Exchange, and Apparel Impact Institute’s Carbon Leadership Program. | ||||||||
Climate and Energy | ||||||||
We have made investments and taken actions in furtherance of our overall energy goals, including: •We formally established near-term science-based emissions reduction targets aligned with Science Based Targets initiative (SBTi) criteria, which have since been validated by SBTi. •We continued our progress toward our targets to reduce emissions, including our previously-announced goal of reducing total Scope 1 and 2 GHG emissions by 55.7% by 2030 from a 2019 base year. •In 2020, we signed a renewable energy supply agreement for our global home office and two distribution centers in New Albany, Ohio; since January 2023, we have been supplied with energy under this agreement, and since January 2025, 100% of electricity used at our home office and our two distribution centers in New Albany, Ohio is being matched with renewable energy credits. | ||||||||
Product Sustainability | ||||||||
We support product quality by integrating key sustainability practices across our supply chain, including: •Water stewardship and conservation practices, including adopting eco wash in denim washing and working with our denim suppliers to implement new technologies, equipment, and water-saving methodologies to help us reduce water intensity in denim production and increase the amount of recycled water in our denim laundries and mills. •Striving to source sustainable and responsibly-sourced fibers used in the Company’s products, such as cotton, polyester, man-made cellulosic fibers, wool, and down. | ||||||||
Supply Chain | ||||||||
As regulatory and due diligence requirements evolve, we continue to prioritize relationships with suppliers who share our dedication to best practices in human rights, labor rights, and workplace safety. Through our social audit program, facilities throughout our supply chain are assessed for compliance with labor and social standards and laws. We also build supply chain accountability through: •Partnering with Pacific Links Foundation, Better Work, and Reimagining Industry to Support Equality to train third-party factory workers on topics like anti-human trafficking, gender equality, health and safety management, and work rights and responsibilities. •Partnering with laundries and mills to improve and verify environmental performance through third-party self-assessment platforms. | ||||||||
| Abercrombie & Fitch Co. | 30 | 2026 Proxy Statement | ||||||
CORPORATE GOVERNANCE
Corporate Culture and Community Involvement
We strive to create a culture that drives strategic and key business priorities forward, while being welcoming and inclusive and encouraging associates to impact their global communities positively. We believe that the strength of our unique culture is a competitive advantage, and we intend to continue building upon that culture to improve performance across our business.
We also give back to the global communities in which we do business. We do this by providing support to our community partners that serve the needs of youth, teens, and young adults around the world, with a focus on mental health and wellness, empowerment, and inclusion. Our support is provided in the form of cash donations, fundraising, volunteerism, product campaigns, and in-kind support. We facilitate fundraising through The Challenge, our annual music festival and fundraiser, and through customer round-up programs.
Below are highlights of our community giving efforts and our practices that we believe contribute to our strong corporate culture:
| Compensation and Benefits | We offer competitive compensation and benefits, including cash-based and equity-based incentive awards for eligible associates, in order to align the interests of those associates with our stockholders. We also continue to provide hybrid and remote work arrangements for corporate home office associates where feasible, including “work from anywhere” days and weeks. We also support our associates and their families beyond our competitive compensation with comprehensive benefits offerings based on associate eligibility and geographic location. For example, we provide eligible associates with paid parental leave in the United States and internationally based on local law, and we provide all eligible associates globally with adoption and fertility support benefits. | |||||||
| Associate Engagement | We improve associate engagement through open communication channels, such as all-Company meetings that enable us to communicate with our associates. We also collect feedback through various engagement surveys throughout the year to better understand the associate experience and to drive improvements, with the most recent organization-wide survey conducted in January 2026. | |||||||
| Developing Associates | We foster associate development by providing a wide variety of growth and development opportunities throughout eligible associates’ careers, including structured development programs, access to online skill development platforms, stretch assignments, internal career pathing, self-awareness exercises, and active coaching. We also use leadership standards to help eligible associates identify the core behaviors essential for their career growth, as well as personal growth, on their journey with us. | |||||||
| Culture of Belonging | We aim to create a culture of belonging and work to ensure that all associates feel respected and represented. We believe that when we do this, we are stronger across every aspect of our business. The Company follows core principles to embed a sense of community into our organization and promote inclusion and belonging, including having a workforce that reflects the communities we serve, building a leadership team that represents the values of our workforce, welcoming all associates to participate in any of our associate resource groups, and driving fairness through our compensation and benefits offerings. | |||||||
| Community Involvement | We encourage community involvement of our associates by promoting various charitable, philanthropic, and social awareness programs, which we believe fosters a collaborative and rewarding work environment. The Company provides support to global organizations in the form of cash donations, volunteerism, and in-kind support. In partnership with our vendor partners, customers, and associates, we are proud to support community partners serving youth, teens, and young adults with a focus on mental health and wellness, empowerment, and inclusion. With the help of our vendor partners, our customers, and our associates, in Fiscal 2025, we donated over $7 million to charitable causes and donated over $840,000 through in-kind giving. We also offer associates a paid volunteer day each year for eligible volunteer work. In Fiscal 2025, our global associates volunteered over 20,000 hours. | |||||||
| Health and Safety | We focus on the health and safety of our associates by investing in various wellness programs that are designed to enhance the physical, financial, and mental well-being of our associates globally. We provide our benefits-eligible associates and their families with access to free and confidential counseling through our Employee Assistance Program, as well as free access to a meditation and mindfulness app. We also provide regular programming on financial planning and mental health. | |||||||
2025 Recognitions
We are proud to be recognized in 2025, including for our strong corporate culture and our associates’ workplace experience:
Named one of the 2025 Best Workplaces in Retail™ by Fortune magazine | ||
Continued our status as a Great Place to Work-Certified™ organization for the fifth consecutive year | ||
Named a 2025 Early Talent Award recipient by Handshake, recognizing the Company among leading employers for Gen Z talent | ||
2026 Proxy Statement | 31 | Abercrombie & Fitch Co. | ||||||
Compensation of Directors
The Board believes that compensation paid to our non-associate directors should be competitive with other retailers of comparable size and enable us to attract and retain individuals of the highest quality to serve as our directors. To align director interests with the long-term interests of our stockholders, non-associate directors receive a combination of cash and equity-based compensation for their service.
Non-Associate Director Compensation Program
On an annual basis, the Compensation Committee and the independent compensation consultant to our Compensation Committee review and evaluate the Company’s compensation program for the non-associate directors. In February 2025, following this review and consideration by the Compensation Committee, the Board, upon the recommendation of the Compensation Committee, approved an increase to the annual equity retainer for non-associate directors. Effective as of the 2025 Annual Meeting of Stockholders, the value of the annual grant of restricted stock units (“RSUs”) received by non-associate directors increased from $150,000 to $165,000. This increase maintains the positioning of our non-associate director compensation program within a competitive range of the median director compensation of our peer group. Prior to this increase, the annual equity retainer to non-associate directors had not increased since 2016. There were no other changes to the non-associate director compensation program for Fiscal 2025.
Any officer of the Company who is also a director receives no additional compensation for services rendered as a director. The annual cash retainer program for Fiscal 2025 was structured as follows:
| Non-Associate Director Annual Cash Retainer Program | |||||
Non-associate director | $80,000 | ||||
| Board Committee Annual Cash Retainer Program | Chair | Member | ||||||
| Audit Committee | $40,000 | $25,000 | ||||||
| Compensation Committee | $30,000 | $12,500 | ||||||
Nominating Committee, Executive Committee, and ESG Committee(1) | $25,000 | $12,500 | ||||||
(1)As discussed above, the ESG Committee was dissolved in February 2026.
Each of the cash retainers is paid quarterly in arrears. In addition to cash retainers, all non-associate directors receive an annual grant of RSUs as follows:
| Annual Grant of RSUs | |||||
Grant date fair value(1) | $165,000 | ||||
(1)Granted on the date of the Company’s annual meeting of stockholders. These RSUs become fully vested on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next regularly scheduled annual meeting of stockholders of the Company after the grant date; in each case, subject to earlier vesting in the event of death or total disability or upon termination of service in connection with a change of control of the Company.
The Company also maintains two deferred compensation plans, referred to collectively as the “Directors’ Deferred Compensation Plan.” Under the Directors’ Deferred Compensation Plan, a non-associate director may voluntarily elect to defer all or a part of her or his retainers and stock-based incentives the Company would otherwise pay her or him, and/or the shares of our Common Stock she or he would otherwise receive upon settlement of her or his RSUs. The amount deferred by a non-associate director under the Directors’ Deferred Compensation Plan is credited to a deferred stock unit account where it is converted into a share equivalent. Dividend equivalents will be credited on the shares of Common Stock credited to a non-associate director’s bookkeeping account (at the same rate as cash dividends are paid in respect to outstanding shares of Common Stock) and converted into a share equivalent. Participating non-associate directors may elect the time of deferral and whether distribution of the deferred amounts will be in the form of a single lump-sum transfer or annual installments. If a non-associate director makes no election, all amounts deferred under
| Abercrombie & Fitch Co. | 32 | 2026 Proxy Statement | ||||||
COMPENSATION OF DIRECTORS
the Directors’ Deferred Compensation Plan will be distributed upon termination of service and in a lump sum. Regardless of any election made by a non-associate director, all amounts deferred will be distributed in a single lump sum in the event of a change of control of the Company.
All non-associate directors are reimbursed for their expenses for attending meetings of the Board and Board committees, and they receive the discount on purchases of the Company’s merchandise that is extended to all Company associates. We also provide our non-associate directors with continuing educational opportunities and reimbursement for outside educational programs.
Chairperson Compensation
During Fiscal 2025, Mr. Travis received additional compensation for his role as Chairperson of the Board. The additional compensation to the Chairperson for Fiscal 2025 was unchanged from the prior year and was structured as follows:
Fiscal 2025 Chairperson Compensation | |||||
Additional Annual Cash Retainer | $100,000 | ||||
Additional Annual Grant of RSUs, Grant date fair value(1) | $100,000 | ||||
(1)Granted on the date of the Company’s 2025 Annual Meeting. These RSUs become fully vested on the earlier of (i) the first anniversary of the grant date, (ii) the date of the next regularly scheduled annual meeting of stockholders of the Company after the grant date, or (iii) the first date that Mr. Travis is no longer serving as Chairperson (in such case on a pro-rated basis); in each case, subject to earlier vesting in the event of death or total disability or upon termination of service in connection with a change of control of the Company.
Fiscal 2025 Director Compensation Table*
The following table summarizes the compensation paid to, awarded to, or earned by each individual who served as a non-associate director of the Company at any time during Fiscal 2025 for service on the Board.
Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | ||||||||
Kerrii B. Anderson(3) | 145,000 | 165,052 | 310,052 | ||||||||
Andrew Clarke | 92,500 | 165,052 | 257,552 | ||||||||
Susie Coulter(3) | 117,500 | 165,052 | 282,552 | ||||||||
| James A. Goldman | 130,000 | 165,052 | 295,052 | ||||||||
| Helen E. McCluskey | 147,500 | 165,052 | 312,552 | ||||||||
| Arturo Nuñez | 117,500 | 165,052 | 282,552 | ||||||||
| Kenneth B. Robinson | 117,500 | 165,052 | 282,552 | ||||||||
| Nigel Travis⁽²⁾ | 205,000 | 265,079 | 470,079 | ||||||||
| Helen Vaid⁽⁴⁾ | 92,500 | 165,052 | 257,552 | ||||||||
*The aggregate value of the perquisites and other personal benefits received by each of the individuals named in this table for Fiscal 2025 was less than $10,000 and is not included in this table.
(1)Fran Horowitz is not included in the table above since, as an officer of the Company, she receives no compensation for her services as a director of the Company. Ms. Horowitz’s compensation is reflected in the “Fiscal 2025 Summary Compensation Table” beginning on page 53 of this Proxy Statement.
(2)Each of the current non-associate directors then serving was granted an award of RSUs covering 2,089 shares of Common Stock on June 11, 2025, the date of the 2025 Annual Meeting of Stockholders. The amount of $165,052 included in the total amount shown in this column for each of those directors is reported using the grant date fair value of the award, as computed in accordance with GAAP, of $79.01 per RSU, based upon the closing price of the Company’s Common Stock on the grant date ($79.01) and adjusted for anticipated dividend payments during the one-year vesting period. See “Note 14. Share-Based Compensation” of the Notes to Consolidated Financial Statements included within “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of our Fiscal 2025 Form 10-K for the assumptions used in calculating the amounts shown and information regarding the Company’s share-based compensation. Each award of RSUs granted on the date of the 2025 Annual Meeting remained outstanding as of January 31, 2026.
2026 Proxy Statement | 33 | Abercrombie & Fitch Co. | ||||||
COMPENSATION OF DIRECTORS
In connection with his service as Chairperson of the Board, on June 11, 2025, the date of the 2025 Annual Meeting, Mr. Travis was granted RSUs covering an additional 1,266 shares of Common Stock. The amount of $100,027 included in the total amount shown in this column for Mr. Travis is reported using the grant date fair value of the award, as computed in accordance with GAAP, of $79.01 per RSU, based upon the closing price of the Company’s Common Stock on the grant date ($79.01) and adjusted for anticipated dividend payments during the vesting period. See “Note 14. Share-Based Compensation” of the Notes to Consolidated Financial Statements included within “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of our Fiscal 2025 Form 10-K for the assumptions used in calculating the amount shown and information regarding the Company’s share-based compensation. This award of RSUs granted to Mr. Travis on the date of the 2025 Annual Meeting remained outstanding as of January 31, 2026.
The aggregate number of RSUs outstanding as of January 31, 2026 held by each individual who served as a non-associate director of the Company at any time during Fiscal 2025 is provided under the table captioned “Directors’ Outstanding RSUs” below.
(3)Ms. Anderson deferred $36,250 of her Fiscal 2025 cash retainer pursuant to the Directors’ Deferred Compensation Plan. Ms. Coulter deferred her entire Fiscal 2025 cash retainer pursuant to the Directors’ Deferred Compensation Plan. The deferred portion of Ms. Anderson’s retainer and Ms. Coulter’s entire retainer are included in the amount shown in the “Fees Earned or Paid in Cash” column.
(4)Ms. Vaid is not standing for re-election at the Annual Meeting.
Directors’ Outstanding RSUs
The following table summarizes outstanding RSUs as of January 31, 2026 held by each individual who served as a non-associate director of the Company at any time during Fiscal 2025.
Name(1) | Number of Outstanding RSUs | ||||
| Kerrii B. Anderson | 2,089 | ||||
| Andrew Clarke | 2,089 | ||||
| Susie Coulter | 2,089 | ||||
| James A. Goldman | 2,089 | ||||
| Helen E. McCluskey | 2,089 | ||||
| Arturo Nuñez | 2,089 | ||||
| Kenneth B. Robinson | 2,089 | ||||
| Nigel Travis | 3,355 | ||||
| Helen Vaid | 2,089 | ||||
(1)Fran Horowitz is not included in the table above since, as an officer of the Company, she receives no compensation for her services as a director of the Company. Ms. Horowitz’s compensation is reflected in the “Fiscal 2025 Summary Compensation Table” beginning on page 53 of this Proxy Statement.
| Abercrombie & Fitch Co. | 34 | 2026 Proxy Statement | ||||||
PROPOSAL 2
Advisory Vote to Approve Fiscal 2025 Named Executive Officer Compensation
We are asking stockholders to approve, on a non-binding, advisory basis, the Fiscal 2025 compensation paid to our named executive officers as reported in this Proxy Statement.
We urge stockholders to read the “Compensation Discussion and Analysis” section of this Proxy Statement beginning on page 36, which describes in more detail how our executive compensation policies and procedures are designed to align our compensation objectives with our financial goals and the creation of long-term stockholder value, as well as how and why our Compensation Committee made its executive compensation decisions for Fiscal 2025 and beyond. We also encourage stockholders to review the “Fiscal 2025 Summary Compensation Table” beginning on page 53 of this Proxy Statement and the related compensation tables, notes, and narrative, which provide detailed information on the compensation of our named executive officers.
In accordance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), as implemented by Rule 14a-21(a) under the Exchange Act, and as a matter of good corporate governance, we are asking stockholders to approve the following non-binding advisory resolution at the Annual Meeting:
RESOLVED, that the stockholders of Abercrombie & Fitch Co. (the “Company”) approve, on a non-binding, advisory basis, the Fiscal 2025 compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Fiscal 2025 Summary Compensation Table, and the related compensation tables, notes, and narrative in the Proxy Statement for the Company’s 2026 Annual Meeting of Stockholders.
This advisory resolution, commonly referred to as a “Say on Pay” vote, is non-binding on the Board. Although non-binding, the Board and our Compensation Committee will carefully review and consider the voting results when evaluating our executive compensation programs for Fiscal 2027 and future years. The Board’s current policy is to include a Say on Pay Vote as an agenda item for each annual meeting of stockholders. Unless the Board modifies its policy, the next Say on Pay Vote will be held at our 2027 Annual Meeting of Stockholders, and the next Say on Frequency Vote will be held at our 2029 Annual Meeting of Stockholders.
YOUR VOTE IS IMPORTANT | Our Compensation and Human Capital Committee and the full Board recommend that you vote FOR approval, on an advisory basis, of the Fiscal 2025 compensation of our named executive officers. | ||||||||||
2026 Proxy Statement | 35 | Abercrombie & Fitch Co. | ||||||
Compensation Discussion and Analysis
This Compensation Discussion and Analysis provides important information on our executive compensation programs and on the amounts shown in the executive compensation tables that follow. In this Proxy Statement, the term “named executive officers” or “NEOs” means the individuals named in the table below.
| NEO | Position | ||||
| Fran Horowitz | Chief Executive Officer | ||||
Robert J. Ball(1) | Executive Vice President, Chief Financial Officer | ||||
| Scott D. Lipesky | Executive Vice President, Chief Operating Officer | ||||
| Samir Desai | Executive Vice President, Chief Digital and Technology Officer | ||||
Gregory J. Henchel | Executive Vice President, General Counsel and Corporate Secretary | ||||
(1)Mr. Ball served as Chief Financial Officer for the entirety of Fiscal 2025 and was promoted to Executive Vice President on December 11, 2025.
EXECUTIVE SUMMARY
Fiscal 2025 Financial Results
In Fiscal 2025, we delivered top-tier financial results in our industry. We achieved top-line growth across regions and brands, reaching our highest annual net sales level ever, surpassing $5 billion for the first time in the Company’s history. Fiscal 2025 results included:
•Net sales of $5.27 billion, up 6% from Fiscal 2024;
•Operating income of $699 million, or $661(2) million excluding a one-time litigation benefit; and
•Operating margin of 13.3%, or 12.5%(2) excluding a one-time litigation benefit.
These results were achieved despite significant tariff pressures, reflecting diligent execution and financial discipline. We kept our growth mindset in focus as net sales grew 6%, with growth balanced across regions, brands, and channels, and we ended the year with each of our regions contributing to sales growth, while we maintained our status as a net store opener for the fourth consecutive year and surpassed one billion visits across our digital platforms for the first time ever. While achieving our strong financial results with balanced top-line growth, we maintained financial discipline and returned $450 million to stockholders through share repurchases. We navigated a dynamic global environment and tariffs while utilizing our read-and-react model to help us chase millions of units to support product demand at healthy average unit retails (“AURs”), while still tightly controlling inventory. Driven by the passion and agility of our world-class team executing our global playbooks, we achieved our Fiscal 2025 goal of delivering another year of sustainable, profitable growth.
(2) These are non-GAAP measures. Please refer to Appendix A to this Proxy Statement for additional detail.
| Abercrombie & Fitch Co. | 36 | 2026 Proxy Statement | ||||||
COMPENSATION DISCUSSION AND ANALYSIS
“Say on Pay” Results and Stockholder Feedback
Each year, we hold an advisory vote to approve the compensation of our named executive officers (our “Say on Pay” vote). The Committee reviews and considers the outcome of the “Say on Pay” vote and also considers any feedback from stockholders and the investment community on our NEO compensation program and our compensation practices. Our approach to executive compensation has driven high levels of support for our “Say on Pay” proposal over the past several years, with 98.0% of stockholder votes cast for the approval of our Fiscal 2024 NEO compensation program at the 2025 Annual Meeting. In light of our stockholders’ continued strong support for our executive compensation program, no changes were made as a result of the “Say on Pay” vote at the 2025 Annual Meeting.
Percentage of votes cast in favor of our Fiscal 2024 NEO compensation at the 2025 Annual Meeting | 98.0% | ||||||||||||||||
Fiscal 2025 Compensation Program Elements
The following table summarizes the compensation elements provided for our NEOs in Fiscal 2025:
| Element | Purpose | Metric | |||||||||
Base Salary | Fixed annual cash compensation to attract and retain executive officers | Established after review of a number of factors, including base salaries for executive officers at companies in our compensation peer group and the performance of each of our NEOs | |||||||||
Annual Cash Incentive Program | Performance-based variable pay that delivers cash incentives when the Company meets or exceeds key financial results | Based on an assessment of Adjusted EBIT(1) and Net Sales on a constant currency basis (“Constant Currency Net Sales”)(1) against pre-established goals | |||||||||
| Long-Term Equity Incentive Awards | Performance-based and time-based equity compensation to reward our executive officers for a balanced combination of the Company meeting or exceeding key financial results and creating long-term stockholder value | 50% performance-based PSAs that measure a three-year period spanning Fiscal 2025 through Fiscal 2027 50% time-based RSUs that vest in equal installments over three years from the grant date | |||||||||
(1)These are non-GAAP measures. Please refer to Appendix A to this Proxy Statement for additional detail on these performance metrics.
The following table summarizes our incentive-based compensation programs for Fiscal 2025. No changes were made to the annual cash incentive program or the long-term equity incentive program for Fiscal 2025, as the Compensation Committee believed that both programs continued to reflect the Company’s pay-for-performance philosophy and were appropriately designed to meet the Company’s current objectives.
| Program | Feature | Fiscal 2025 Design | ||||||||||||
| Annual Cash Incentive Program | Metric | Adjusted EBIT (70%) Constant Currency Net Sales (30%) | ||||||||||||
Seasonal Weighting | 40% Spring 60% Fall | |||||||||||||
| Long-Term Equity Incentive Awards | Vehicle Mix | PSAs (50%) RSUs (50%) | ||||||||||||
Equally-Weighted PSA Metrics | Avg. Net Sales Growth Rate (33.33%) Avg. Adjusted EBIT Margin (33.33%) Relative TSR (33.34%) | |||||||||||||
Total Shareholder Return (“TSR”) Comparators | Compensation peer group(2) | |||||||||||||
(2) Refer to page 47 for the Company’s compensation peer group for Fiscal 2025.
2026 Proxy Statement | 37 | Abercrombie & Fitch Co. | ||||||
COMPENSATION DISCUSSION AND ANALYSIS
Pay-for-Performance Culture and Summary of Fiscal 2025 Results
We are committed to aligning the outcomes of our executive officers’ compensation with the Company’s financial performance. The majority of each NEO’s total compensation opportunity is variable or at-risk, as it is contingent upon our financial performance and/or appreciation in the market price of our Common Stock. We believe the Company’s pay-for-performance culture is evidenced by the portion of variable or at-risk pay ultimately realized by our NEOs for Fiscal 2025 performance, as described below.
Percentage of CEO’s compensation that was variable or at-risk in Fiscal 2025(1) | 90 | % | |||
Percentage of other NEOs’ compensation (on average) that was variable or at-risk in Fiscal 2025(1) | 76 | % | |||
(1) Values based on total target compensation as in effect at year-end of Fiscal 2025.
Summary of Fiscal 2025 Annual Cash Incentive Program
Fiscal 2025 performance resulted in a total payout of 49% for the Fiscal 2025 annual cash incentive program, as follows:
Fiscal 2025 Annual Cash Incentive Program Achievement | Metric | Metric Payout % | Total Payout % | |||||||||||
Spring (40% weighting) | Adjusted EBIT (70%) | 0 | % | 20 | % | |||||||||
Constant Currency Net Sales (30%) | 67 | % | ||||||||||||
Fall (60% weighting) | Adjusted EBIT (70%) | 60 | % | 68 | % | |||||||||
Constant Currency Net Sales (30%) | 85 | % | ||||||||||||
| Weighted Average | 49 | % | ||||||||||||
Our 2025 Annual Cash Incentive Plan is further described under the section captioned “Annual Cash Incentive Program” beginning on page 43 of this Proxy Statement. Incentive outcomes for both seasons reflect certain adjustments that are described on page 45 (see “Adjustments to Adjusted EBIT for Fiscal 2025”).
Summary of Fiscal 2023 PSAs Vesting in Fiscal 2025
In Fiscal 2023, the Committee granted PSAs to our NEOs who were then serving as executive officers. The grant was based on substantially equally-weighted achievement of Average Net Sales Growth Rate, Average Adjusted EBIT Margin, and Relative TSR over the three-year performance period that concluded in Fiscal 2025. All performance scales were established at the time of grant in March 2023. Based on the following, the PSAs vested at a 200% level of achievement.
•Average Net Sales Growth Rate. Robust financial performance drove a maximum payout with the achieved Average Net Sales Growth Rate of 10.2% exceeding the pre-established target (3.1%) and maximum (5.0%).
•Average Adjusted EBIT Margin. This metric was achieved at 13.0%, which surpassed the maximum performance scale (8.4%).
•Relative TSR. Strong long-term execution over the performance period drove share price performance that resulted in Relative TSR at the 100th percentile.
Fiscal 2023 to Fiscal 2025 PSA Achievement | |||||
| Avg. Net Sales Growth Rate (33.33% weighting) | 200% | ||||
| Avg. Adjusted EBIT Margin (33.33% weighting) | 200% | ||||
| Relative TSR vs. Compensation Peer Group (33.34% weighting) | 200% | ||||
| Weighted Average | 200% | ||||
| Abercrombie & Fitch Co. | 38 | 2026 Proxy Statement | ||||||
COMPENSATION DISCUSSION AND ANALYSIS
Outstanding PSAs
A summary of trending performance (as of the end of Fiscal 2025) for the PSAs granted in Fiscal 2024 and Fiscal 2025, each of which have three-year performance periods, is shown below:
| Trending Performance of Outstanding PSA Cycles | |||||||||||
| Performance Period | Avg. Net Sales Growth Rate Tranche(1) | Avg. Adjusted EBIT Margin Tranche | Relative TSR Tranche | ||||||||
Fiscal 2024 to Fiscal 2026 | At maximum | Between target and maximum | Approximately at threshold | ||||||||
Fiscal 2025 to Fiscal 2027 | Approximately at target | Below threshold | Approximately at threshold | ||||||||
(1)The Avg. Net Sales Growth Rate performance metric will be measured based on the straight three-year average of the growth rate in GAAP Net Sales in each of the fiscal years during the three-year performance period, in each case calculated in comparison to the Fiscal 2023 GAAP Net Sales for the Fiscal 2024 to Fiscal 2026 performance period and to the Fiscal 2024 GAAP Net Sales for the Fiscal 2025 to Fiscal 2027 performance period, where GAAP Net Sales reflects net sales as reported in the Company’s consolidated financial statements in accordance with GAAP as in effect on the grant date of the award.
COMPENSATION STRUCTURE AND HIGHLIGHTS
Key Objectives of the Compensation Program
We operate in a fast-paced and highly-competitive retail environment that continues to experience transformational disruption. To be successful, we must attract and retain key creative and management talents who thrive in this environment. We set high goals and expect superior performance from all of our associates and, in particular, we demand excellence of our executive team. We design the structure of the executive compensation program to support this culture, encourage a high degree of teamwork, and reward individuals for achieving challenging financial and operational objectives that we believe lead to the creation of sustained, long-term stockholder value. As such, the primary objectives of our executive compensation and benefit programs are to:
| a | a | a | ||||||||||||||||||
Drive high performance to achieve financial goals and create long-term stockholder value | Reflect our strong team-based culture | Provide compensation opportunities that are competitive with those offered by similar specialty retailers and other companies that we compete with for high caliber executive talent | ||||||||||||||||||
2026 Proxy Statement | 39 | Abercrombie & Fitch Co. | ||||||
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Program Best Practices
The following compensation decisions and practices demonstrate how the Company’s executive compensation program reflects best practices and reinforces the Company’s culture and values:
| a | Practices We Employ | ||||
| a | Emphasis on At-Risk Pay | ||||
For NEOs, the majority of their total compensation opportunity is contingent upon our financial performance and/or appreciation in the market price of our Common Stock. | |||||
| a | Rigorous Performance Metrics | ||||
Our annual cash incentive payouts and PSAs are earned based on the Company meeting challenging financial goals. Fiscal 2025 annual cash incentive payouts were based on seasonal Adjusted EBIT and Constant Currency Net Sales results and Fiscal 2023 to Fiscal 2025 PSAs were based on Avg. Net Sales Growth, Avg. Adjusted EBIT Margin, and Relative TSR over a three-year period (with the Relative TSR target set at the 55th percentile versus the compensation peer group). | |||||
| a | Robust Stock Ownership Guidelines | ||||
Executive officers and directors are subject to stock ownership guidelines that align their long-term financial interests with those of our stockholders. | |||||
| a | Incentive Compensation Clawback Policy | ||||
We enforce our incentive compensation clawback polices as described in more detail below under “Clawback Policy.” | |||||
| a | Benchmark NEO Pay Against a Compensation Peer Group | ||||
The Committee reviews external market data when making compensation decisions and annually reviews our peer group with its independent compensation consultant. | |||||
| a | Committee Retains an Independent Compensation Consultant | ||||
The Committee retains an independent compensation consultant to provide executive and director compensation consulting and advisory services. The only services that the independent compensation consultant performs for the Company are at the direction of the Committee. | |||||
| a | Annual “Say on Pay” Vote | ||||
We seek an annual non-binding advisory vote from our stockholders to approve our executive compensation programs. | |||||
| a | Conservative Compensation Risk Profile | ||||
We review our compensation programs on an annual basis. Our performance-based executive compensation program, coupled with our stock ownership guidelines and clawback provisions, aligns the interests of our NEOs with those of our stockholders by incentivizing long-term superior performance without encouraging excessive or unnecessary risk-taking. | |||||
| a | Double-Trigger Equity Vesting in Event of a Change of Control | ||||
Double-trigger change of control provisions that permit acceleration of equity vesting in a change of control only if the NEO is also terminated without cause. | |||||
| X | Practices We Avoid | ||||
X | Excise Tax Gross-Up Payments | ||||
None of the NEOs are entitled to gross-up payments in the event that any payments or benefits provided to the NEO by us are subject to the golden parachute excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended. | |||||
X | Derivatives or Hedging of Equity Securities | ||||
We prohibit associates (including the NEOs) and directors from engaging in hedging transactions with respect to any equity securities of the Company held by them. | |||||
X | Pledging of Equity Securities | ||||
We prohibit associates (including the NEOs) and directors from pledging any equity securities of the Company held by them. | |||||
X | Liberal Stock Option or SAR Recycling Provisions | ||||
No liberal share recycling of shares under our long-term incentive plan for shares of Common Stock withheld by the Company (or tendered by an associate) to cover taxes related to stock options or SARs. | |||||
X | Multi-Year Employment Agreements with NEOs | ||||
We do not have employment agreements with any of our NEOs that guarantee employment. | |||||
X | Modification of Out-of-the-Money Stock Options or SARs | ||||
We prohibit “repricing” of stock options or SARs and any other modification of out-of-the-money awards without stockholder approval. | |||||
X | Dividend Equivalents on Certain Equity Awards | ||||
We do not pay dividend equivalents on stock options and unvested RSUs. | |||||
| Abercrombie & Fitch Co. | 40 | 2026 Proxy Statement | ||||||
COMPENSATION DISCUSSION AND ANALYSIS
SETTING EXECUTIVE COMPENSATION
Pay Level — Determination of the Appropriate Pay Opportunity
The Committee approves the pay levels of certain associates of the Company designated by the Committee, which includes each of the NEOs. Pay levels for these individuals are established based on a number of factors, including each individual’s role and responsibilities within the Company, current compensation, experience and expertise, pay levels in the competitive market for similar positions, and the performance of the individual and the Company as a whole. Based on these considerations, the Committee typically targets NEO compensation within a competitive range of +/- 15% of the peer-group median for each position. The Committee considers all elements of compensation and benefits when determining pay levels for the NEOs.
2025 Compensation Peer Group
The Company considers data from a compensation peer group to better understand market pay levels and competitive pay practices for the NEOs and non-associate directors. The Committee reviews the compensation peer group periodically and, where appropriate, adjusts the compensation peer group to ensure robust market comparisons.
The compensation peer group includes comparably sized companies in the retail and apparel industry. For purposes of determining comparable size, preference is given to revenue (as compared to market capitalization) given the ongoing volatility of market values in the retail sector. Additionally, we give preference to companies that are key talent competitors, have a mall-centric store strategy, have a significant e-commerce business, and have material international operations. At the time that the Committee approved the compensation peer group for Fiscal 2025, our revenues approximated the median of the compensation peer group.
In addition to the peer group companies’ public proxy statement-disclosed information, we also reference Equilar survey data for the compensation peer group companies that participate in Equilar’s surveys when establishing pay levels. For each of our NEOs for whom we consider Equilar survey data, we reference data for positions that have similar responsibilities to those of our NEOs.
For Fiscal 2025, the Committee reviewed the compensation peer group during Fiscal 2024 and determined to remove Chico’s FAS, Inc., Express, Inc., and The Children’s Place, Inc. due to acquisition activity, and Fossil Group, Inc. due to relative scale. The Committee also approved the addition of Columbia Sportswear Company, Kontoor Brands, Inc., PVH Corp., Under Armour, and VF Corporation to the compensation peer group. The peer retail companies used by the Committee in determining the “competitive market” with respect to Fiscal 2025 compensation decisions are included in the table below.
| Fiscal 2025 Compensation Peer Group Companies | |||||||||||
| American Eagle Outfitters, Inc. | Columbia Sportswear Co | lululemon athletica inc. | Under Armour, Inc. | ||||||||
| Aritzia Inc. | Guess?, Inc. | PVH Corp. | Urban Outfitters, Inc. | ||||||||
| Capri Holdings Limited | Kontoor Brands, Inc. | Ralph Lauren Corporation | VF Corporation | ||||||||
| Carter's, Inc. | Levi Strauss & Co. | Tapestry, Inc. | Victoria's Secret & Co. | ||||||||
2026 Proxy Statement | 41 | Abercrombie & Fitch Co. | ||||||
COMPENSATION DISCUSSION AND ANALYSIS
PROCESS OF OUR COMPENSATION AND HUMAN CAPITAL COMMITTEE
Decisions regarding the compensation of the NEOs are made by the Committee, which considers input from the Committee’s independent advisors, as well as the other independent directors and management of the Company. Our Chairperson of the Board also provides input (in his capacity as a director) with respect to the recommended compensation of the NEOs. The Committee often requests certain Company executive officers to be present at Committee meetings where executive compensation and Company and individual performance are discussed and evaluated so they can provide input into the decision-making process. Executive officers may provide insight, suggestions, or recommendations regarding executive compensation during periods of general discussion, but do not provide input on their own compensation and are not present and do not have a vote when compensation actions are determined.
In Fiscal 2025, Semler Brossy Consulting Group, LLC (“Semler Brossy”) served as the Committee’s independent compensation consultant. Additionally, in Fiscal 2025, Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) served as the Committee’s independent outside counsel. The only services that Semler Brossy and Gibson Dunn perform for the Company are at the direction of the Committee. Neither Semler Brossy nor Gibson Dunn provided any services to the Company in Fiscal 2025 other than executive and director compensation consulting and advisory services. In this regard, the Committee has adopted a policy regarding the use of outside compensation consultants that provides as follows:
“If the Committee retains a compensation consultant to provide advice, information and other services to the Committee relating to the compensation of the Company’s Chief Executive Officer, its officers identified in Rule 16a-1(f) under the Exchange Act, or its non-associate directors or other matters within the responsibility of the Committee, such consultant may only provide services to, or under the direction of, the Committee and is prohibited from providing any other services to the Company.”
The Committee has the right to terminate the services of the independent compensation consultant and the outside counsel at any time. While the Committee retains Semler Brossy and Gibson Dunn directly, Semler Brossy and Gibson Dunn interact with the Chairperson of our Board, the Company’s Head of Human Resources, and the Company’s General Counsel and their respective staffs in carrying out assignments in order to obtain compensation and performance data for the executive officers and the Company. In addition, the Committee’s advisors may, at their discretion, seek input and feedback from management of the Company regarding the advisors’ respective work product prior to presentation to the Committee in order to confirm information is accurate or address other similar issues. A representative from Semler Brossy is generally present at all Committee meetings and generally attends executive sessions of the Committee. Both Semler Brossy and Gibson Dunn provide independent perspectives on any management proposals. In Fiscal 2025, the Committee reviewed and considered the independence standards prescribed by the SEC and NYSE and determined that each of Semler Brossy and Gibson Dunn was independent, and their respective work did not raise any conflict of interest.
| Abercrombie & Fitch Co. | 42 | 2026 Proxy Statement | ||||||
COMPENSATION DISCUSSION AND ANALYSIS
BASE SALARY
We provide a base salary to each NEO to deliver a fixed component of compensation that reflects the NEO’s position and responsibilities. The Committee reviews the base salaries of our NEOs annually in the first quarter of the fiscal year, with additional reviews occurring on an as-needed basis upon any significant changes to an individual’s role or responsibilities. The Committee determines NEOs’ base salaries based on a number of factors, including each individual’s current base salary, job responsibilities, impact on development and achievement of business strategy, labor market compensation data, individual performance relative to job requirements, the Company’s ability to attract and retain critical executive officers, and base salaries for comparable positions within the compensation peer group. The Committee established Fiscal 2025 base salaries after considering market data published by the companies in the peer group described above and surveys published by Equilar.
Except with respect to Ms. Horowitz, whose base salary was not changed from the prior year, and Mr. Ball, who received a base salary increase in connection with his promotion during Fiscal 2025, the Committee approved increases to the other NEOs’ base salaries ranging from 1.8% to 3.4% to better align their respective compensation with the peer-group median of each NEO’s position. Base salaries for the NEOs in effect at the end of Fiscal 2024 and Fiscal 2025 are reflected in the table below.
| NEO | Fiscal 2024 Base Salary | Fiscal 2025 Base Salary | Percent Change | ||||||||
| Fran Horowitz | $1,400,000 | $1,400,000 | 0.0 | % | |||||||
| Robert J. Ball | $500,000⁽¹⁾ | $625,000⁽²⁾ | 25.0 | % | |||||||
| Scott Lipesky | $825,000 | $840,000 | 1.8 | % | |||||||
| Samir Desai | $725,000 | $750,000 | 3.4 | % | |||||||
| Gregory J. Henchel | $650,000 | $665,000 | 2.3 | % | |||||||
(1)The value shown for Fiscal 2024 represents Mr. Ball’s base salary in effect upon his promotion to CFO on November 20, 2024.
(2)The Committee approved a base salary increase for Mr. Ball in connection with his promotion to Executive Vice President, effective December 11, 2025, at which time his salary increased to $625,000. Mr. Ball’s actual Fiscal 2025 salary was pro-rated, reflecting the portion of Fiscal 2025 that he served as Senior Vice President, CFO and the portion of Fiscal 2025 that he served as Executive Vice President, CFO.
ANNUAL CASH INCENTIVE PROGRAM
Overview
We provide annual cash incentive award opportunities to certain of our eligible associates, including the NEOs, under the Amended and Restated Abercrombie & Fitch Co. Short-Term Cash Incentive Compensation Performance Plan (the “Short-Term Cash Incentive Plan”). Under the Short-Term Cash Incentive Plan, the Committee may establish performance goals with respect to each Spring and/or Fall selling season based on a variety of business criteria. These criteria may be adjusted by the Committee to, among other matters, eliminate the effects of charges or expenses determined to be unusual in nature and/or infrequent in occurrence, or as otherwise determined by the Committee in its sole discretion.
Each NEO is eligible to receive an award opportunity under the Short-Term Cash Incentive Plan that is established as a percentage of the NEO’s base salary, with a maximum potential target opportunity of 200% of base salary. Target amounts are determined commensurate with the NEO’s role with the Company, her or his performance, market pay data, and the competitiveness of her or his overall compensation package. Additionally, the maximum dollar amount that may be paid to a NEO in any fiscal year under the Short-Term Cash Incentive Plan is capped at $6,500,000.
2026 Proxy Statement | 43 | Abercrombie & Fitch Co. | ||||||
COMPENSATION DISCUSSION AND ANALYSIS
Fiscal 2025 Annual Cash Incentive Program Target Opportunities
The Committee approved annual incentive target opportunities for all NEOs except for Mr. Ball in March 2025. Except with respect to Mr. Henchel, there were no changes to the NEOs’ percentage of base salary targets in Fiscal 2025. Mr. Ball’s Fiscal 2025 annual incentive target opportunity was approved in November 2024 in connection with his then-promotion to Chief Financial Officer, and was not subsequently adjusted in March 2025. Consistent with the program design, all target opportunities were expressed as a percentage of the NEOs’ base salaries for Fiscal 2025, as follows:
| NEO | Fiscal 2025 Base Salary | Target Award (% of Base Salary) | Target Award ($) | ||||||||
| Fran Horowitz | $1,400,000 | 200 | % | $2,800,000 | |||||||
Robert J. Ball(1) | $500,000 | 60 | % | $300,000 | |||||||
| Scott Lipesky | $840,000 | 110 | % | $924,000 | |||||||
| Samir Desai | $750,000 | 100 | % | $750,000 | |||||||
| Gregory J. Henchel | $665,000 | 80%(2) | $532,000 | ||||||||
(1)Consistent with standard Company practice, Mr. Ball’s Fiscal 2025 Short-Term Cash Incentive Plan payout was based on his base salary and target in effect prior to his promotion to Executive Vice President. In connection with Mr. Ball’s promotion to Executive Vice President in December 2025, his base salary was increased from $500,000 to $625,000, effective December 11, 2025, and, effective beginning with Fiscal 2026, his target annual incentive was raised from 60% to 80% of base salary. Accordingly, Mr. Ball’s actual Fiscal 2025 annual incentive target opportunity was 60% of his $500,000 base salary.
(2)Mr. Henchel’s target award percentage of base salary was increased from 75% to 80% in Fiscal 2025 to better align his compensation with the peer-group median of his position.
Actual payouts for the NEOs in Fiscal 2025 are detailed below, and the cash incentive awards received by the NEOs are set forth in the “Fiscal 2025 Summary Compensation Table” beginning on page 53 of this Proxy Statement in the column captioned “Non-Equity Incentive Plan Compensation.”
Measurement of Annual Cash Incentive Program
Consistent with Fiscal 2024, the annual cash incentive program for Fiscal 2025 was weighted 40% for Spring performance and 60% for Fall performance. This seasonal design allows the Committee to establish performance targets that align to the seasonal nature of the business. The Committee seeks to establish threshold, target, and maximum goals for the annual cash incentive plan that are challenging and reflect the underlying operating environment.
Accordingly, at the beginning of Fiscal 2025, the Committee approved rigorous Spring season performance targets and established preliminary targets for the Fall season. In August 2025, the Committee reviewed the preliminary Fall season goals and approved them as the final Fall season performance targets. The Committee’s objectives in administering the annual cash incentive program include ensuring that incentive awards are calculated on a comparable basis from year-to-year and that associates and management are incentivized and rewarded appropriately for performance within their control. As discussed in greater detail below under “Adjustments to Adjusted EBIT for Fiscal 2025,” following a robust and holistic assessment of certain matters that the Committee believed were outside of management’s control, the Committee applied adjustments to the performance results for the cash incentive program that applied to all associates participating in the plan. The performance results described below reflect these adjustments, which principally related to the impacts of tariffs on the Company’s business during Fiscal 2025.
Fiscal 2025 Achievement
As detailed in the table below, our Fiscal 2025 performance resulted in an aggregate achievement level of 49% for the annual cash incentive program, after applying the adjustments described under “Adjustments to Adjusted EBIT for Fiscal 2025.” For the Spring season (weighted 40%), we delivered Constant Currency Net Sales performance between the threshold and target goals set by the Committee and Adjusted EBIT performance that fell below the threshold goal. With respect to the Fall season (weighted 60%), Constant Currency Net Sales performance and Adjusted EBIT performance were between the threshold and target goals.
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COMPENSATION DISCUSSION AND ANALYSIS
Fiscal 2025 Goals and Achievement | Metric | Threshold ($MM) | Target ($MM) | Maximum ($MM) | Actual (As Adjusted) ($MM) | Payout Percentage | Total Payout Percentage | ||||||||||||||||
| Spring 2025 (40% weighting) | Adjusted EBIT (70%) | 310 | 355 | 410 | 279⁽¹⁾ | 0 | % | 20 | % | ||||||||||||||
| Constant Currency Net Sales (30%) | 2,200 | 2,351 | 2,500 | 2,285 | 67 | % | |||||||||||||||||
| Fall 2025 (60% weighting) | Adjusted EBIT (70%) | 443 | 500 | 580 | 469⁽²⁾ | 60 | % | 68 | % | ||||||||||||||
| Constant Currency Net Sales (30%) | 2,850 | 2,944 | 3,050 | 2,926 | 85 | % | |||||||||||||||||
| Weighted Average | 49 | % | |||||||||||||||||||||
(1)Prior to adjustments taken, Adjusted EBIT was $307.1 million for Spring 2025. The results in the table reflect the following adjustments: (i) $4.8 million of tariff expense, (ii) a $36.9 million net benefit from certain litigation settlements, which combined settlements were ultimately favorable to the Company, and (iii) approximately $3.7 million of legal expenses. Inclusive of the foregoing adjustments, the threshold required for Adjusted EBIT was not met.
(2)Prior to adjustments taken, Adjusted EBIT was $398.9 million for Fall 2025. The results in the table reflect the following adjustments: (i) $70 million of tariff expense, and (ii) approximately $0.4 million of legal expenses related to certain litigation matters, net of insurance recoveries.
Adjustments to Adjusted EBIT for Fiscal 2025
Tariff-Related Adjustments
During Fiscal 2025, the Company’s results were negatively impacted by tariffs, net of mitigation efforts. The Spring season performance targets and the Fall season preliminary performance targets, which were later affirmed by the Committee in August 2025, were both established prior to the imposition of the “Liberation Day” tariffs in April 2025. As described in greater detail below, the Committee made certain adjustments to the Fiscal 2025 annual cash incentive program based on its belief that the impact of the tariffs, net of mitigation efforts, during Fiscal 2025 remained largely outside of management’s control.
As part of its August 2025 review of the Fall season preliminary performance targets, the Committee discussed whether it would be appropriate to reset the Fall season performance targets. In light of the continuing uncertainty and volatility surrounding tariffs, the Committee determined instead to consider the appropriateness of tariff-related adjustments, if any, at fiscal year-end. Accordingly, the Committee approved the Fall season preliminary performance targets in August 2025, unchanged from when they were originally set, with the intention of conducting a holistic review of tariff impacts at fiscal year-end. Following the conclusion of Fiscal 2025, the Committee, in consultation with its independent compensation consultant, exercised its discretion and determined to exclude tariff expense from its calculation of Adjusted EBIT for Fiscal 2025, which increased the full fiscal year payout percentage from 24% to 49%. As part of this determination, the Committee considered the following:
•the Company’s overall Fiscal 2025 performance, which included record top-line sales and, notwithstanding the tariff impacts, a strong operating margin of 13.3%, or 12.5% excluding a one-time litigation benefit;
•that the tariffs imposed by the U.S. government during Fiscal 2025 were both significant and unanticipated at the time the Committee set the annual cash incentive program targets for Fiscal 2025 and remained highly dynamic and unpredictable during the balance of Fiscal 2025; and
•the effectiveness of management’s response to tariffs during Fiscal 2025, including tariff mitigation efforts, which involved swift, decisive action to evaluate supply chain footprint changes, negotiate with supply chain vendors, pursue operating expense reductions, and determine ways to increase AUR. In this regard, the adjustments approved by the Committee reflect the net impact of tariffs after management’s actions.
Other Adjustments
Litigation Settlements - Consistent with the Committee’s objective to reward NEOs for performance within their control, the Committee determined to exclude the net benefit from certain litigation settlements, which combined settlements were ultimately favorable to the Company, from the Spring season calculation of Adjusted EBIT. Doing so ensures the Committee’s consistent treatment of litigation‑related items. Excluding these litigation settlements from the calculation of Adjusted EBIT resulted in a decrease in the full fiscal year payout percentage by 9%.
2026 Proxy Statement | 45 | Abercrombie & Fitch Co. | ||||||
COMPENSATION DISCUSSION AND ANALYSIS
Litigation Expenses - The Committee also determined that certain litigation expenses in connection with legal proceedings against the Company and/or its former chief executive officer should be excluded from the calculation of Adjusted EBIT for Fiscal 2025 under the annual cash incentive program. The Committee made this determination both because the legal proceedings relate to matters outside of the current management’s control and in consideration of the roles and responsibilities of current management at the time the relevant events took place. While the excluded litigation expenses had a de minimis impact on Adjusted EBIT for Fiscal 2025, the Committee determined that the adjustment is consistent with its objective of ensuring that incentive awards are calculated on a comparable basis from year-to-year given the uncertain timeline associated with the resolution of such litigation. Excluding these litigation expenses (net of insurance recoveries) from the calculation of Adjusted EBIT resulted in an increase in the full fiscal year payout percentage by less than 1%.
Application of Fiscal 2025 Adjustments
The aforementioned adjustments were made in accordance with the terms of the Short-Term Cash Incentive Plan. When accounting for Spring and Fall results (as adjusted) across both performance metrics and their respective weightings, Fiscal 2025 performance resulted in a total payout of 49%.
Fiscal 2025 NEO Award Payouts
Based on the factors described above, the Committee awarded the following payouts under the Short-Term Cash Incentive Plan for Fiscal 2025 performance:
| NEO | Fiscal 2025 Base Salary | Target Award (% of Base Salary) | Actual Payout (% of Target) | Actual Payout | ||||||||||
| Fran Horowitz | $1,400,000 | 200 | % | 49 | % | $1,372,000 | ||||||||
Robert J. Ball(1) | $500,000 | 60 | % | 49 | % | $147,000 | ||||||||
| Scott D. Lipesky | $840,000 | 110 | % | 49 | % | $452,760 | ||||||||
| Samir Desai | $750,000 | 100 | % | 49 | % | $367,500 | ||||||||
| Gregory J. Henchel | $665,000 | 80 | % | 49 | % | $260,680 | ||||||||
(1)As noted above, consistent with standard Company practice, Mr. Ball’s Fiscal 2025 Short-Term Cash Incentive Plan payout was based on his target award of 60% of his $500,000 base salary (i.e., the target award in effect prior to his promotion to Executive Vice President).
LONG-TERM EQUITY INCENTIVE AWARDS
We provide long-term equity incentive awards to our NEOs to balance the short-term focus of the annual cash incentive program by tying a significant portion of total compensation to performance achieved by the Company over multi-year periods. While the annual cash incentive program rewards the NEOs for the achievement of annual financial goals, the long-term equity incentive awards encourage the NEOs to deliver long-term financial results and to create and sustain stockholder value over longer periods of time. The structure and design of our long-term equity incentive awards are designed to directly link the value of the awards granted to the NEOs with the Company’s long-term financial performance and increases in stockholder value.
Award Mix
Consistent with the prior year, in Fiscal 2025, the Committee granted long-term equity incentive awards to our NEOs in the form of PSAs (50%) and time-based RSUs (50%). The Committee believes it is important for at least half of long-term equity incentive opportunities to be based on achieving specific performance objectives.
Fiscal 2025 Long-Term Equity Incentive Award Mix | |||||
| PSAs | 50% | ||||
Time-based RSUs | 50% | ||||
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COMPENSATION DISCUSSION AND ANALYSIS
Fiscal 2025 Long-Term Equity Incentive Award Opportunities
Each NEO’s annual equity grant is determined based on her or his performance, market pay data, and considerations of the competitiveness of her or his overall compensation package. The target total values indicated below reflect these considerations and are allocated between time-based RSUs and PSAs. For Fiscal 2025, the Committee approved long-term equity incentive awards for the NEOs with the aggregate grant date fair values and corresponding RSU and PSA components shown in the table below.
| NEO | Total Target Value ($)(1) | RSUs (#) | Target PSAs (#) | ||||||||
| Fran Horowitz | $10,300,049 | 65,447 | 65,447 | ||||||||
| Robert J. Ball | $750,073 | 4,766 | 4,766 | ||||||||
| Scott D. Lipesky | $2,700,011 | 17,156 | 17,156 | ||||||||
| Samir Desai | $1,850,002 | 11,755 | 11,755 | ||||||||
| Gregory J. Henchel | $950,103 | 6,037 | 6,037 | ||||||||
Restricted Stock Units
Time-based RSUs were granted to the NEOs in the first quarter of Fiscal 2025 and vest in annual equal installments over a three-year period, beginning on the first anniversary of the grant date, subject to continued employment.
Performance Share Award Measurement
The PSAs granted by the Committee in Fiscal 2025 measure a mix of sales growth (Average Net Sales Growth Rate), profitability (Average Adjusted EBIT Margin), and shareholder return performance (Relative Total Shareholder Return) over a three-year performance period spanning Fiscal 2025 to Fiscal 2027, as shown below. Consistent with Fiscal 2024, the Committee selected these metrics for Fiscal 2025 as they represent key areas of long-term strategic growth for the Company and align compensation with long-term stockholder value.
Fiscal 2025 to 2027 PSA Metrics | Weighting | ||||
| Avg. Net Sales Growth Rate | 33.33 | % | |||
| Avg. Adjusted EBIT Margin | 33.33 | % | |||
| Relative TSR vs. compensation peer group | 33.34 | % | |||
In support of our pay-for-performance philosophy, the Committee sought to set aggressive goals for the Fiscal 2025 PSAs. In March 2025, the Committee set PSA metrics requiring that, in order to achieve a target payout, the Company must meet challenging sales growth and average Adjusted EBIT Margin targets, as well as three-year Relative TSR that exceeds the 55th percentile of the compensation peer group.
The Committee believes these challenging performance goals will further the execution of our operating playbook and, if achieved, will create value for our stockholders.
The number of PSAs earned will depend on the Company’s level of achievement with respect to each equally-weighted metric (Avg. Net Sales Growth Rate, Avg. Adjusted EBIT Margin, and Relative TSR performance), ranging from 25% of target for performance at threshold to 200% of target for performance at maximum. No PSAs will be earned if performance is below the threshold level of performance for all three metrics. If performance is between threshold and target or between target and maximum, the level of payout is determined through linear interpolation. To ensure that awards align pay for the NEOs with value creation for our stockholders, payout for the portion of the PSAs that measures Relative TSR performance is capped at target if absolute TSR is negative across the three-year performance period (even if relative performance versus our peers is above the target level).
2026 Proxy Statement | 47 | Abercrombie & Fitch Co. | ||||||
COMPENSATION DISCUSSION AND ANALYSIS
In setting the performance targets, the Committee may consider any unusual circumstances that are likely to have a material impact on the PSA performance measures, taking into consideration input from the Committee’s independent advisors as well as the other independent directors and management of the Company. We repurchase shares of our Common Stock from time to time, dependent on market and business conditions, with the objectives of returning excess cash to stockholders and offsetting dilution from issuances of Common Stock associated with the vesting of RSUs that occur during the fiscal year. We do not believe that share repurchases have had a material impact on the level of achievement with respect to the Relative TSR performance measures associated with our PSA awards. Accordingly, the repurchases did not affect the Committee’s determination of the performance targets for awards granted under our long-term equity incentive programs or the determination of the achievement of such targets.
Completed and Outstanding Performance Share Award Cycles
Fiscal 2023 PSAs Vesting in Fiscal 2025
In Fiscal 2023, the Committee granted PSAs to our NEOs who were then serving as executive officers. The grant was based on substantially equally-weighted achievement of Average Net Sales Growth Rate, Average Adjusted EBIT Margin, and Relative TSR. The final measurement period for the Fiscal 2023 to Fiscal 2025 PSA cycle was completed as of the end of Fiscal 2025. A summary of each metric’s achievement and payout for the Fiscal 2023 to Fiscal 2025 PSAs is presented below:
•Average Net Sales Growth Rate. Robust financial performance drove a maximum payout with the achieved Average Net Sales Growth Rate of 10.2% exceeding the pre-established target and maximum.
•Average Adjusted EBIT Margin. This metric was achieved at 13.0%, exceeding the maximum performance scale and resulting in a maximum payout level of 200%, regardless of the impact of Fiscal 2025 tariffs.
•Relative TSR. Strong long-term performance execution over the performance period drove share price performance that resulted in Relative TSR at the 100th percentile and a maximum payout level of 200%.
| Fiscal 2023 to Fiscal 2025 PSA Achievement | Threshold | Target | Maximum | Actual | Payout Percentage | ||||||||||||
| Avg. Net Sales Growth Rate (33.33% weighting) | 0.9% | 3.1% | 5.0% | 10.2% | 200% | ||||||||||||
| Avg. Adjusted EBIT Margin (33.33% weighting) | 4.0% | 7.0% | 8.4% | 13.0% | 200% | ||||||||||||
| Relative TSR vs. Compensation Peer Group (33.34% weighting) | >30TH PERCENTILE | 55TH PERCENTILE | 80TH PERCENTILE | 100TH PERCENTILE | 200% | ||||||||||||
| Weighted Average | 200% | ||||||||||||||||
Outstanding PSAs
The performance periods for the outstanding Fiscal 2024 to Fiscal 2026 and Fiscal 2025 to Fiscal 2027 PSA cycles have not been completed. We will continue to evaluate performance for these awards based on the goals that were established at the time of grant. As of the end of Fiscal 2025, performance for the Fiscal 2024 and Fiscal 2025 PSAs reflects varying levels of achievement across metrics.
A summary of trending performance (as of the end of Fiscal 2025) for the Fiscal 2024 PSAs and Fiscal 2025 PSAs is shown below:
| Performance Period | Avg. Net Sales Growth Rate Tranche | Avg. Adjusted EBIT Margin Tranche | Relative TSR Tranche | ||||||||
Fiscal 2024 to Fiscal 2026 | At maximum | Between target and maximum | Approximately at threshold | ||||||||
Fiscal 2025 to Fiscal 2027 | Approximately at target | Below threshold | Approximately at threshold | ||||||||
| Abercrombie & Fitch Co. | 48 | 2026 Proxy Statement | ||||||
COMPENSATION DISCUSSION AND ANALYSIS
BENEFITS
As associates of the Company, the NEOs are eligible to participate in all of the broad-based Company-sponsored benefits programs on the same basis as other full-time associates.
In addition to the qualified Abercrombie & Fitch Co. Savings and Retirement Plan (the “401(k) Plan”), we have a nonqualified deferred compensation plan, the Abercrombie & Fitch Nonqualified Savings and Supplemental Retirement Plan (the “NSSR Plan”), which allows eligible associates to defer a portion of their compensation over and above the Internal Revenue Service limits imposed on the 401(k) Plan. The NSSR Plan is competitive with members of our compensation peer group and other companies with which we compete for talent. Our NSSR Plan is further described, and Company contributions and the individual account balances for the NEOs are disclosed, under the section captioned “Nonqualified Deferred Compensation” on page 58 of this Proxy Statement. The Company does not currently provide matching contributions to NSSR Plan participants.
We offer a life insurance benefit for all full-time associates in the United States. In Fiscal 2025, for associates below Vice President, the benefit was equal to 1x base salary, up to a maximum of $1,000,000, and for Vice Presidents and above, the benefit was equal to 2x base salary, up to a maximum of $2,000,000.
We offer a long-term disability benefit to all full-time associates in the United States, which covers 60% of base salary for the disability period. In addition, we offer an Executive Long-Term Disability Plan for select associate levels and all associates earning over $200,000 in base salary that covers a target replacement of 70% of total compensation up to a maximum monthly benefit of $7,500.
We offer limited perquisites to our executive officers that are not widely available to all full-time associates. In Fiscal 2025, we provided one of our NEOs with a stipend for commuting and housing costs, as reflected in the Summary Compensation Table. In Fiscal 2025, we provided our CEO with certain security protections in light of the high-profile nature of our Company and Ms. Horowitz’s position as our CEO. The Compensation Committee believes that costs associated with these security measures are for the Company’s benefit, and that they are reasonable and a necessary and appropriate business expense. These protections are not intended to provide a personal benefit to Ms. Horowitz and thus we do not view these security protections as a perquisite, but we are disclosing the cost of these security protections as required under applicable SEC rules. The Compensation Committee evaluates perquisites annually for appropriateness.
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COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE SEVERANCE AGREEMENTS AND CHANGE-OF-CONTROL BENEFITS
The Committee carefully considers the use and conditions of employment agreements. The Committee recognizes that, in certain circumstances, formal written employment agreements are necessary in order to successfully recruit and retain senior executive officers. Consistent with this approach, in connection with their commencement of employment with the Company, each of the NEOs entered into an offer letter with the Company that provided for certain benefits upon termination of employment and/or upon a change of control of the Company. The Committee believed that it was in the best interest of the Company to enter into these offer letters as a means of securing the employment of each of these individuals. Each of the NEOs has also entered into an executive severance agreement with the Company.
In addition, all associates who participate in the Company’s stock-based compensation plans, including the NEOs, are entitled to certain benefits in the event of termination due to death or disability or in connection with a change of control as set forth in the plan documents for the Company’s stock-based compensation plans. The terms and conditions of these arrangements are discussed in further detail in the section captioned “Potential Payments Upon Termination or Change of Control” beginning on page 59.
Discussion of the terms of the executive severance agreements appears later in this Proxy Statement in the section captioned “Potential Payments Upon Termination or Change of Control” beginning on page 59.
CLAWBACK POLICY
In Fiscal 2023, the Committee adopted an incentive compensation recoupment policy that complies with the rules required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC, and the NYSE. This policy provides for the mandatory recoupment of erroneously awarded incentive-based compensation in the event of an accounting restatement.
In addition, our policy includes enhanced, voluntary provisions that apply to cash and equity-based incentive compensation (including time-based equity awards) paid to our executive officers. The Committee will determine if a cause-related clawback trigger exists and determine the amount of compensation that should be repaid or forfeited. The cause-related triggers are defined as:
•a material failure to comply with the policies and procedures of the Company;
•commission of a felony, willful misconduct, or breach of a fiduciary duty, in each case in connection with such executive officer’s services to the Company;
•commission of an act of fraud, embezzlement, or misappropriation with respect to the Company; or
•breach of any restrictive covenant to which such executive officer is subject pursuant to any employment agreement or applicable policy of the Company.
In addition, each of the plans pursuant to which annual and long-term incentive compensation is or will be paid to our executive officers (i.e., the Short-Term Cash Incentive Plan, the Abercrombie & Fitch Co. Long-Term Cash Incentive Compensation Performance Plan, and the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates (the “2016 Associates LTIP”)) includes a stringent “clawback” provision, which allows us to seek repayment of any incentive amounts that were erroneously paid. Each of the plans provides that if (i) a participant (including one or more NEOs) has received payments under the plan pursuant to the achievement of a performance goal and (ii) the Committee determines that the earlier determination as to the achievement of the performance goal was based on incorrect data and in fact the performance goal had not been achieved or had been achieved to a lesser extent than originally determined and a portion of such payment would not have been made given the correct data, then such portion of any such payment made to the participant must be repaid by such participant to us, without any requirement of misconduct on the part of the participant. In addition, each of the above plans includes a clawback provision to allow the Committee to clawback payouts under additional circumstances and as permitted by applicable law, including pursuant to any clawback policies that may be adopted or implemented from time to time by the Board or the Committee.
| Abercrombie & Fitch Co. | 50 | 2026 Proxy Statement | ||||||
COMPENSATION DISCUSSION AND ANALYSIS
STOCK OWNERSHIP GUIDELINES
The Board believes it is important that the executive officers and the directors have, and are recognized both internally and externally as having, long-term financial interests that are aligned with those of our stockholders.
Accordingly, the Board adopted stock ownership guidelines for all executive officers and directors effective as of November 12, 2009, which were recently amended to, among other changes, increase the required ownership for the Chief Executive Officer and the other executive officers effective as of February 26, 2025. We post the stock ownership guidelines on the “Corporate Governance” page of the corporate website at corporate.abercrombie.com.
Ownership multiples for NEOs and non-associate directors are:
| Population | Multiple | Includes | ||||||
| Chief Executive Officer | 6x current annual base salary | •Shares owned directly by the executive officer or director or her/his immediate family members in the same household •Shares held in trust for the benefit of the executive officer or director or her/his immediate family members •Unvested restricted stock or RSUs and shares obtained through the vesting of restricted stock or RSUs •Shares credited to bookkeeping accounts pursuant to one of the deferred compensation plans | ||||||
| Other Executive Officers, including NEOs | 3x current annual base salary | |||||||
| Non-Associate Directors | 5x annual cash retainer | |||||||
Until the applicable guideline is achieved, an executive officer is required to retain an amount equal to 50% of the net shares received as a result of the vesting of restricted stock or RSUs. “Net shares” for purposes of the guidelines are those shares that remain after shares are sold or netted to pay withholding or other taxes payable upon vesting of restricted stock or RSUs.
Failure to meet or, in unique circumstances, to show sustained progress toward meeting the stock ownership guidelines may be a factor considered by the Committee in determining future long-term incentive equity grants and/or appropriate levels of incentive compensation.
At the time of the Company’s Fiscal 2025 annual review of stock ownership compliance, all NEOs and non-associate directors either: (i) had satisfied their applicable guideline; (ii) were on track to satisfy their applicable guideline; or (iii) were otherwise compliant with the Company’s policies (i.e., were in compliance with the applicable retention requirement until such time that their ownership guideline is met).
TAX AND ACCOUNTING CONSIDERATIONS
Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to publicly-held companies (such as the Company) for compensation paid to certain “covered employees” in excess of $1,000,000 per covered employee in any year.
Neither the Committee nor the full Board has adopted a formal policy regarding tax deductibility of compensation paid to the Company’s executive officers. While the Committee carefully considers the net cost and value to the Company of maintaining the deductibility of all compensation, it also desires the flexibility to reward the Company’s executive officers in a manner that enhances the Company’s ability to attract and retain individuals as well as to create longer-term value for our stockholders. Thus, income tax deductibility is only one of several factors the Committee considers in making decisions regarding the Company’s executive compensation program. The Committee may authorize compensation that might not be deductible, if the Committee determines that such compensation decision is in the best interest of the Company.
Additionally, when determining amounts of long-term equity incentive grants to executive officers and other associates, the Committee examines the accounting implications, including the grant date fair value of the award. Under GAAP, equity compensation associated with share-based payments is generally measured at the grant date fair value and recognized as expense as services rendered by the associate over the requisite service period.
2026 Proxy Statement | 51 | Abercrombie & Fitch Co. | ||||||
Report of the Compensation and Human Capital Committee on Executive Compensation
Our Compensation and Human Capital Committee has reviewed the “Compensation Discussion and Analysis” section of this Proxy Statement and discussed it with management of the Company. Based on such review and discussion, our Compensation and Human Capital Committee recommended to the full Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement.
Submitted by the Compensation and Human Capital Committee:
Helen E. McCluskey, Chair
Andrew Clarke
James A. Goldman
Helen Vaid
| Abercrombie & Fitch Co. | 52 | 2026 Proxy Statement | ||||||
Executive Compensation Tables
FISCAL 2025 SUMMARY COMPENSATION TABLE
The table below summarizes the compensation paid to, awarded to, or earned by our NEOs for Fiscal 2025, Fiscal 2024, and Fiscal 2023.
| Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)⁽³⁾ | Total ($)⁽⁴⁾ | ||||||||||||||
Fran Horowitz | 2025 | 1,400,000 | 10,456,903 | 1,372,000 | 71,354 | 13,300,257 | ||||||||||||||
| Chief Executive Officer | 2024 | 1,392,308 | 10,344,160 | 5,264,000 | 35,842 | 17,036,310 | ||||||||||||||
| 2023 | 1,401,923 | 8,872,572 | 4,725,000 | 35,859 | 15,035,354 | |||||||||||||||
Robert J. Ball | 2025 | 514,423 | 761,512 | 147,000 | 19,485 | 1,442,420 | ||||||||||||||
| Executive Vice President, Chief Financial Officer | 2024 | 417,308 | 541,666 | 339,930 | 20,208 | 1,319,112 | ||||||||||||||
| Scott D. Lipesky | 2025 | 836,538 | 2,741,186 | 452,760 | 23,311 | 4,053,795 | ||||||||||||||
| Executive Vice President, Chief Operating Officer | 2024 | 821,154 | 2,708,072 | 1,706,100 | 21,454 | 5,256,780 | ||||||||||||||
| 2023 | 823,077 | 2,150,921 | 1,704,528 | 20,521 | 4,699,047 | |||||||||||||||
Samir Desai | 2025 | 744,231 | 1,878,214 | 367,500 | 95,434 | 3,085,379 | ||||||||||||||
Executive Vice President, Chief Digital and Technology Officer | 2024 | 721,154 | 1,895,571 | 1,363,000 | 77,876 | 4,057,601 | ||||||||||||||
| 2023 | 696,154 | 2,150,921 | 1,400,000 | 100,047 | 4,347,122 | |||||||||||||||
Gregory J. Henchel | 2025 | 661,538 | 964,592 | 260,680 | 6,750 | 1,893,560 | ||||||||||||||
Executive Vice President, General Counsel and Corporate Secretary | 2024 | 648,462 | 974,947 | 916,500 | 6,646 | 2,546,555 | ||||||||||||||
| 2023 | 659,808 | 752,862 | 960,000 | 6,820 | 2,379,490 | |||||||||||||||
(1)The amounts shown in this column represent the grant date fair value of the PSAs and RSUs granted to each NEO, computed in accordance with FASB ASC Topic 718 using the assumptions described in “Note 14. Share-Based Compensation” of the Notes to the Consolidated Financial Statements included within “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of our Fiscal 2025 Form 10-K. The actual number of PSAs and RSUs granted in Fiscal 2025 to each NEO is shown in the “Fiscal 2025 Grants of Plan-Based Awards” table on page 55 of this Proxy Statement.
Pursuant to applicable SEC rules, the amounts shown exclude the impact of estimated forfeitures related to time-based vesting conditions. The amounts reported in this column reflect the accounting cost for these awards and do not necessarily correspond to the actual economic value that may be received by the NEOs.
2026 Proxy Statement | 53 | Abercrombie & Fitch Co. | ||||||
EXECUTIVE COMPENSATION TABLES
The maximum grant date fair value related to the PSAs granted in Fiscal 2025 (the NEOs can earn from 0% to 200% of target) is as follows:
| Name | Maximum Grant Date Fair Value ($) | ||||
| Fran Horowitz | 10,300,049 | ||||
| Robert J. Ball | 750,073 | ||||
| Scott D. Lipesky | 2,700,011 | ||||
| Samir Desai | 1,850,002 | ||||
| Gregory J. Henchel | 950,103 | ||||
(2)Consistent with standard Company practice, Mr. Ball’s Fiscal 2025 Short-Term Cash Incentive Plan payout was based on his target award of 60% of his $500,000 base salary (i.e., the target award in effect prior to his promotion to Executive Vice President).
(3)The amounts shown in this column included the following for Fiscal 2025:
| NEO | Company Contributions to 401(k) Plan ($)(a) | Life and Long-Term Disability Insurance Premiums Paid ($)(b) | Perquisites and Other Personal Benefits ($)(c) | Total ($) | ||||||||||
| Fran Horowitz | 17,500 | 18,311 | 35,543 | 71,354 | ||||||||||
| Robert J. Ball | 17,898 | 1,587 | — | 19,485 | ||||||||||
| Scott D. Lipesky | 18,639 | 4,672 | — | 23,311 | ||||||||||
| Samir Desai | 17,644 | 2,790 | 75,000 | 95,434 | ||||||||||
| Gregory J. Henchel | — | 6,750 | — | 6,750 | ||||||||||
(a)For each NEO, the amount shown in this column represents the aggregate amount of Company matching contributions to her or his accounts under the Company’s 401(k) Plan during Fiscal 2025.
(b)For each NEO, the amount shown in this column represents life and long-term disability insurance premiums paid for by the Company during Fiscal 2025.
(c)These amounts reflect payment for home security equipment and services in the aggregate amount of $35,543 for Ms. Horowitz and a $75,000 stipend for commuting and housing costs, including airfare, ground transportation, and housing expenses for Mr. Desai, who commutes from his home to our headquarters in New Albany, Ohio.
(4)The amounts shown in this column for each fiscal year may differ from the sum of the amounts shown in the other columns for such fiscal year due to the rounding convention used.
| Abercrombie & Fitch Co. | 54 | 2026 Proxy Statement | ||||||
EXECUTIVE COMPENSATION TABLES
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS
| Name | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | ||||||||||||||||||||||||
| Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||
| Fran Horowitz | Fiscal 2025 | 700,000 | 2,800,000 | 5,600,000 | |||||||||||||||||||||||||
| 3/11/2025 | 65,447 | 5,150,024 | |||||||||||||||||||||||||||
| 3/11/2025 | 16,362 | 65,447 | 130,894 | 5,306,879 | |||||||||||||||||||||||||
| Robert J. Ball | Fiscal 2025 | 75,000 | 300,000 | 600,000 | |||||||||||||||||||||||||
| 3/11/2025 | 4,766 | 375,037 | |||||||||||||||||||||||||||
| 3/11/2025 | 1,192 | 4,766 | 9,532 | 386,475 | |||||||||||||||||||||||||
| Scott D. Lipesky | Fiscal 2025 | 231,000 | 924,000 | 1,848,000 | |||||||||||||||||||||||||
| 3/11/2025 | 17,156 | 1,350,006 | |||||||||||||||||||||||||||
| 3/11/2025 | 4,289 | 17,156 | 34,312 | 1,391,180 | |||||||||||||||||||||||||
| Samir Desai | Fiscal 2025 | 187,500 | 750,000 | 1,500,000 | |||||||||||||||||||||||||
| 3/11/2025 | 11,755 | 925,001 | |||||||||||||||||||||||||||
| 3/11/2025 | 2,939 | 11,755 | 23,510 | 953,213 | |||||||||||||||||||||||||
| Gregory J. Henchel | Fiscal 2025 | 133,000 | 532,000 | 1,064,000 | |||||||||||||||||||||||||
| 3/11/2025 | 6,037 | 475,052 | |||||||||||||||||||||||||||
| 3/11/2025 | 1,509 | 6,037 | 12,074 | 489,540 | |||||||||||||||||||||||||
(1)These columns show the potential cash payouts under the Company’s Short-Term Cash Incentive Plan for Fiscal 2025. These estimated payouts reflect the full annualized amounts. Refer to the discussion beginning at page 43 of this Proxy Statement for the performance metrics related to the annual cash incentive program for Fiscal 2025. If threshold performance was not satisfied, then the payouts for all associates, including the NEOs, would be zero.
(2)Represents the threshold, target, and maximum number of PSAs granted under the Company’s 2016 Associates LTIP, which could be earned depending upon the Company’s achievement against the three-year performance metrics of Avg. Net Sales Growth Rate, Avg. Adjusted EBIT Margin, and Relative TSR compared to the compensation peer group.
(3)Represents the grant date fair value of the RSUs or PSAs, as appropriate. The grant date fair values for time-based RSUs and performance-based PSAs are calculated using the closing price of the Company’s Common Stock on the grant date. The grant date fair values for market-based PSAs are based on the probable outcome of the performance conditions and are calculated using a Monte Carlo simulation.
2026 Proxy Statement | 55 | Abercrombie & Fitch Co. | ||||||
EXECUTIVE COMPENSATION TABLES
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
| Stock Awards | |||||||||||||||||
| Name | 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 ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | ||||||||||||
| Fran Horowitz | 3/7/2023 | 48,484 | ⁽³⁾ | 4,733,493 | |||||||||||||
| 3/7/2023 | 290,904 | ⁽²⁾ | 28,400,958 | ||||||||||||||
| 3/12/2024 | 26,405 | ⁽³⁾ | 2,577,920 | ||||||||||||||
| 3/12/2024 | 79,214 | ⁽⁵⁾ | 7,733,663 | ||||||||||||||
| 3/11/2025 | 65,447 | ⁽³⁾ | 6,389,591 | ||||||||||||||
| 3/11/2025 | 65,447 | ⁽⁶⁾ | 6,389,591 | ||||||||||||||
| Robert J. Ball | 3/22/2022 | 780 | ⁽⁴⁾ | 76,151 | |||||||||||||
| 3/7/2023 | 2,469 | ⁽⁴⁾ | 241,048 | ||||||||||||||
| 3/12/2024 | 1,556 | ⁽⁴⁾ | 151,912 | ||||||||||||||
| 3/12/2024 | 4,148 | ⁽⁵⁾ | 404,969 | ||||||||||||||
| 3/11/2025 | 4,766 | ⁽³⁾ | 465,305 | ||||||||||||||
| 3/11/2025 | 4,766 | ⁽⁶⁾ | 465,305 | ||||||||||||||
| Scott D. Lipesky | 3/7/2023 | 11,754 | ⁽³⁾ | 1,147,543 | |||||||||||||
| 3/7/2023 | 70,522 | ⁽²⁾ | 6,885,063 | ||||||||||||||
| 3/12/2024 | 6,913 | ⁽³⁾ | 674,916 | ||||||||||||||
| 3/12/2024 | 20,738 | ⁽⁵⁾ | 2,024,651 | ||||||||||||||
| 3/11/2025 | 17,156 | ⁽³⁾ | 1,674,940 | ||||||||||||||
| 3/11/2025 | 17,156 | ⁽⁶⁾ | 1,674,940 | ||||||||||||||
| Samir Desai | 3/7/2023 | 11,754 | ⁽³⁾ | 1,147,543 | |||||||||||||
| 3/7/2023 | 70,522 | ⁽²⁾ | 6,885,063 | ||||||||||||||
| 3/12/2024 | 4,839 | ⁽³⁾ | 472,432 | ||||||||||||||
| 3/12/2024 | 14,516 | ⁽⁵⁾ | 1,417,197 | ||||||||||||||
| 3/11/2025 | 11,755 | ⁽³⁾ | 1,147,641 | ||||||||||||||
| 3/11/2025 | 11,755 | ⁽⁶⁾ | 1,147,641 | ||||||||||||||
| Gregory J. Henchel | 3/7/2023 | 4,114 | ⁽³⁾ | 401,650 | |||||||||||||
| 3/7/2023 | 24,684 | ⁽²⁾ | 2,409,899 | ||||||||||||||
| 3/12/2024 | 2,489 | ⁽³⁾ | 243,001 | ||||||||||||||
| 3/12/2024 | 7,466 | ⁽⁵⁾ | 728,906 | ||||||||||||||
| 3/11/2025 | 6,037 | ⁽³⁾ | 589,392 | ||||||||||||||
| 3/11/2025 | 6,037 | ⁽⁶⁾ | 589,392 | ||||||||||||||
(1)Market value represents the product of the closing price of a share of the Company’s Common Stock on January 30, 2026 (the last business day of Fiscal 2025), which was $97.63, multiplied by the number of RSUs or PSAs.
(2)The PSAs granted for the Fiscal 2023 through Fiscal 2025 performance period are deemed to be earned because the performance condition was achieved at the end of Fiscal 2025 and are included in this column because the stock had not yet vested as of the last day of Fiscal 2025. The stock underlying the PSAs vested on March 26, 2026.
(3)Each of these RSU awards vests in three equal annual installments beginning on the first anniversary of the grant date, subject to the NEO’s continued employment with the Company.
(4)Each of these RSU awards vests in four equal annual installments beginning on the first anniversary of the grant date, subject to the NEO’s continued employment with the Company.
(5)The number shown assumes that the PSAs granted for the Fiscal 2024 through Fiscal 2026 performance period will be earned at the maximum level, based on the Company’s performance as of the end of Fiscal 2025 under the applicable performance criteria.
(6)The number shown assumes that the PSAs granted for the Fiscal 2025 through Fiscal 2027 performance period will be earned at the target level, based on the Company’s performance as of the end of Fiscal 2025 under the applicable performance criteria. See the “Estimated Future Payouts under Equity Incentive Plan Awards” columns of the “Fiscal 2025 Grants of Plan-Based Awards” table on page 55 of this Proxy Statement for the threshold, target, and maximum numbers of PSAs that can be earned.
| Abercrombie & Fitch Co. | 56 | 2026 Proxy Statement | ||||||
EXECUTIVE COMPENSATION TABLES
FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE
The following table sets forth the gross number of shares received, and the aggregate dollar value realized by, the NEOs in connection with the vesting of RSUs and PSAs during Fiscal 2025. No stock options or SARs were exercised by any of the NEOs during Fiscal 2025.
| Stock Awards | ||||||||
| Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2)(3) | ||||||
| Fran Horowitz | 331,799 | 25,928,676 | ||||||
| Robert J. Ball | 5,196 | 438,696 | ||||||
| Scott D. Lipesky | 76,601 | 5,991,093 | ||||||
| Samir Desai | 61,531 | 4,833,866 | ||||||
| Gregory J. Henchel | 28,163 | 2,200,772 | ||||||
(1)The number of RSU and PSA shares shown reflects the gross number of shares received upon the vesting of RSUs and PSAs during Fiscal 2025. The number of shares earned in connection with the Fiscal 2022 through Fiscal 2024 PSAs are included in the table above because they vested on March 31, 2025. The number of shares earned in connection with the Fiscal 2023 through Fiscal 2025 PSAs appear in the “Outstanding Equity Awards at Fiscal 2025 Year-End” table on page 56 of this Proxy Statement as those awards did not vest until March 26, 2026.
(2)Value realized on the vesting of RSU/PSA awards is calculated by multiplying the number of shares of the Company’s Common Stock underlying the vested portion of each RSU/PSA award by the closing price of a share of Common Stock on the vesting date. The number of shares actually received by the NEOs on the vesting of RSU/PSA awards was reduced in each case by the withholding of shares to pay income taxes associated with the value realized on the vesting of the RSU/PSA awards, with the net number of shares received by each of the NEOs as follows:
| NEO | Net Shares Received on Vesting | ||||
| Fran Horowitz | 182,983 | ||||
| Robert J. Ball | 3,595 | ||||
| Scott D. Lipesky | 42,847 | ||||
| Samir Desai | 32,745 | ||||
| Gregory J. Henchel | 15,500 | ||||
(3)The PSAs granted for the Fiscal 2022 through Fiscal 2024 performance period vested and were settled during Fiscal 2025 and the terms of the earning of the PSAs were reflected in the Proxy Statement for the 2025 Annual Meeting of Stockholders. Included within the total in the “Value Realized on Vesting” column above, the gross value realized upon vesting of the Fiscal 2022 through Fiscal 2024 PSAs for each NEO who received a grant of PSAs in Fiscal 2022 was $17,572,432 for Ms. Horowitz; $3,993,846 for Mr. Lipesky; $3,080,919 for Mr. Desai; and $1,483,564 for Mr. Henchel. Mr. Ball was not granted PSAs in Fiscal 2022.
2026 Proxy Statement | 57 | Abercrombie & Fitch Co. | ||||||
EXECUTIVE COMPENSATION TABLES
NONQUALIFIED DEFERRED COMPENSATION
Nonqualified Savings and Supplemental Retirement Plan
The Company maintains the Nonqualified Savings and Supplemental Retirement Plan for associates (the “NSSR Plan”), with participants generally at management levels and above, including the NEOs. The NSSR Plan allows a participant to defer up to 75% of base salary each year and up to 75% of cash payouts to be received by the participant under the Company’s Short-Term Cash Incentive Plan. The NSSR Plan allows for a variable earnings rate on participant account balances as determined by the committee that administers the NSSR Plan. The earnings rate for all account balances was fixed at 5% per annum for Fiscal 2025. Participants are 100% vested in their deferred contributions, and earnings on those contributions, at all times.
The following table provides information regarding the participation by the NEOs in the NSSR Plan.
Nonqualified Deferred Compensation for Fiscal 2025
| Name | Executive Contributions in Fiscal 2025 ($)(1) | Aggregate Earnings in Fiscal 2025 ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance as of January 31, 2026 ($)(3) | ||||||||||
| Fran Horowitz | 42,000 | 38,673 | — | 816,840 | ||||||||||
| Robert J. Ball | 41,589 | 19,202 | — | 420,820 | ||||||||||
| Scott D. Lipesky | 33,481 | 54,531 | — | 1,133,749 | ||||||||||
| Samir Desai | — | — | — | — | ||||||||||
| Gregory J. Henchel | — | — | — | — | ||||||||||
(1)The amounts shown in this column reflect the base salary and Short-Term Cash Incentive Plan payouts for Fiscal 2025 that were deferred by NEOs participating in the NSSR Plan in Fiscal 2025. All amounts in this column are included in the “Salary” and/or the “Non-Equity Incentive Plan Compensation” column totals for Fiscal 2025 reported in the “Fiscal 2025 Summary Compensation Table” beginning on page 53 of this Proxy Statement.
(2)Nonqualified deferred compensation balances earn fixed rates of interest. The rate for all account balances was fixed at 5% per annum for Fiscal 2025, which was not above-market for purposes of the applicable SEC rules, and thus these amounts are not reported in the “Fiscal 2025 Summary Compensation Table” beginning on page 53 of this Proxy Statement.
(3)The following amounts are included in the balance as of January 31, 2026 and previously were reported as compensation to the NEOs in the Summary Compensation Tables for past fiscal years: (a) Ms. Horowitz – $639,915; (b) Mr. Lipesky – $961,332; (c) Mr. Ball – $90,289; (d) Mr. Desai – $0; and (e) Mr. Henchel – $0.
Payouts under the NSSR Plan are based on the participant’s election at the time of deferral and may be made in a single lump sum or in annual installments over a five-year or ten-year period. If there is no distribution election on file, the payment will be made in ten annual installments. Regardless of the election on file, if the participant terminates employment with the Company before retirement, dies, or becomes disabled, the benefit will be paid in a single lump sum. However, if the participant dies while receiving annual installments, the beneficiary will continue to receive the remaining installment payments. The committee that administers the NSSR Plan may permit hardship withdrawals from a participant’s account under the NSSR Plan in accordance with defined guidelines, including the Internal Revenue Service definition of an unforeseeable emergency.
Participants’ rights to receive their account balances from the Company are not secured or guaranteed. However, the Company maintains a rabbi trust, the purpose of which is to be a source of funds to match respective funding obligations to participants in the NSSR Plan and the Supplemental Executive Retirement Plan for the Company’s former CEO.
In the event of a change of control of the Company, the Board has the authority to terminate the NSSR Plan and accelerate the payment of the aggregate balance of each participant’s account.
The NSSR Plan is subject to requirements affecting deferred compensation under Section 409A of the Internal Revenue Code (“Section 409A”) and is being administered in compliance with the applicable regulations under Section 409A.
| Abercrombie & Fitch Co. | 58 | 2026 Proxy Statement | ||||||
EXECUTIVE COMPENSATION TABLES
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Executive Severance Agreements
As discussed above, each of the NEOs has also entered into an executive severance agreement with Abercrombie & Fitch Management Co., a subsidiary of the Company (“A&F Management”):
•On May 10, 2017, A&F Management executed and entered into an executive severance agreement with Fran Horowitz (the “Horowitz Agreement”);
•Effective as of September 7, 2017, A&F Management executed and entered into an executive severance agreement with Scott D. Lipesky (the “Lipesky Agreement”);
•Effective as of September 13, 2018, A&F Management executed and entered into an executive severance agreement with Gregory J. Henchel (the “Henchel Agreement”);
•Effective as of May 24, 2021, A&F Management executed and entered into an executive severance agreement with Samir Desai (the “Desai Agreement”); and
•Effective as of November 20, 2024, A&F Management executed and entered into an executive severance agreement with Robert J. Ball (the “Ball Agreement” and, collectively with the Horowitz Agreement, the Lipesky Agreement, the Henchel Agreement, and the Desai Agreement, the “Severance Agreements”).
The Severance Agreements (with the exception of the Ball Agreement) each have an initial two-year term, followed by automatic renewal on an annual basis, unless otherwise determined by the Company or the NEO by providing notice to the contrary at least 90 days prior to the date on which the additional term would have automatically begun; provided, however, that if a change of control (as defined in the Severance Agreements) occurs during the original term or an additional term, the term of the Severance Agreements will extend until the later of the expiration of the original term or the additional term, as applicable, or the 18-month anniversary of such change of control. The Ball Agreement will remain in effect until terminated by either party.
The Severance Agreements impose various restrictive covenants on the NEOs, including non-competition, non-solicitation, non-disparagement, and confidentiality covenants. The non-competition covenant prohibits the NEOs from engaging in certain activities with competitors of the Company during their employment and for a period of 12 months after the termination of their employment. The non-solicitation covenant prohibits the NEOs from engaging in certain solicitation activities during their employment and for a period of 24 months after the termination of their employment.
If the NEO’s employment terminates during the term of such NEO’s Severance Agreement, the Company will, in all cases, pay to the NEO all accrued but unpaid compensation earned by the NEO through the date of the NEO’s termination.
If the employment of a NEO is terminated by the Company without “cause” (as defined in the Severance Agreements) or by the NEO for “good reason” (as defined in the Severance Agreements) during the term (other than during the three months prior to, or the 18 months following, a change of control of the Company) and the NEO executes a release of claims acceptable to the Company:
•The Company will continue to pay the NEO’s base salary in bi-weekly installments for 18 months following the termination date;
•The Company will pay the NEO, at the time specified in the NEO’s Severance Agreement, a pro-rated portion of the NEO’s bonus under the short-term cash bonus plan of the Company in which the NEO would have been eligible to participate in the year of the NEO’s termination date, based on the Company’s actual performance during the applicable bonus period and the number of days in such bonus period that would have elapsed prior to the termination date;
•The Company will reimburse the NEO during the 18 months following the termination date for 100% of the monthly premium costs of continuation coverage under COBRA, subject to the NEO’s election of such coverage and satisfaction of the additional eligibility requirements set forth in the NEO’s Severance Agreement; and
•The outstanding equity awards held by the NEO will vest (if at all) in accordance with the terms of the NEO’s award agreements.
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EXECUTIVE COMPENSATION TABLES
If the employment of a NEO is terminated by the Company without cause (other than as a result of the NEO’s death or disability) or by the NEO for good reason during the three months prior to, or the 18 months following, a change of control of the Company and the NEO executes a release of claims acceptable to the Company:
•In the case of Ms. Horowitz, the Company will continue to pay her base salary in bi-weekly installments for 18 months following the termination date;
•In the case of Mr. Lipesky, Mr. Desai, Mr. Henchel, and Mr. Ball, the Company will pay them, at the time specified in their respective Severance Agreements, a lump-sum amount equal to 18 months of their respective base salaries;
•The Company will pay the NEO, at the time specified in the NEO’s Severance Agreement, a lump-sum payment in an amount equal to 1.5 times the NEO’s target bonus opportunity under the Company’s short-term cash bonus plan in which the NEO would have been entitled to participate in respect to the Company’s fiscal year in which the termination date occurred;
•The Company will reimburse the NEO during the 18 months following the termination date for 100% of the monthly premium costs of continuation coverage under COBRA, subject to the NEO’s election of such coverage and satisfaction of the additional eligibility requirements set forth in the NEO’s Severance Agreement; and
•The outstanding equity awards held by the NEO will vest (if at all) in accordance with the terms of the NEO’s award agreements.
In the case of Ms. Horowitz, these change of control benefits will be provided in lieu of the amounts payable under her offer letter with respect to a “Change of Control.”
Other Arrangements
If the NEO’s employment is terminated by reason of the NEO’s disability, the NEO will be entitled to receive any benefits available under the Company’s long-term disability plan (if any). If the NEO’s employment is terminated by the Company for cause, by the NEO without good reason, or by reason of the NEO’s death or disability, the outstanding equity awards held by the NEO will vest (if at all) in accordance with the terms of the NEO’s award agreements. Our typical treatment of unvested equity awards upon various termination scenarios is captured in the table below (although individual equity awards may be subject to different treatment under their respective award agreements):
| Award Type | Voluntary Resignation | Involuntary Termination (Without Cause) | Death/Disability | For Good Reason | Change of Control/ “Double-Trigger” | ||||||||||||
| PSAs | Forfeited | Pro-Rated | Accelerated | Forfeited | Pro-Rated(1) | ||||||||||||
| RSUs | Forfeited | Forfeited | Accelerated | Forfeited | Accelerated(2) | ||||||||||||
(1)In the case of a “double-trigger” event, defined as an involuntary termination of employment without cause, within three months prior to or 18 months after a change of control (excluding voluntary resignation, retirement, and termination due to death or disability), outstanding PSAs with respect to which more than 50% of the performance period has elapsed as of the date of the change of control would be paid, on a pro-rated basis, based on the performance achieved by the Company through a date occurring within three months of the change of control, as determined by our Compensation Committee prior to the change of control.
Outstanding PSAs with respect to which less than 50% of the performance period has elapsed as of the date of the change of control would be paid, on a pro-rated basis, at the target level of achievement.
(2)In the case of a “double-trigger” event, defined as an involuntary termination of employment without cause, within three months prior to or 18 months after a change of control (excluding voluntary resignation, retirement, and termination due to death or disability), in addition to the benefits under the plans mentioned in the paragraph following this table, the vesting of outstanding RSUs held by the NEO would accelerate.
Each NEO will receive the value of the NEO’s accrued benefits under the Company’s 401(k) Plan and the Company’s NSSR Plan in the event of any termination of employment (e.g., death, disability, termination by the Company with or without cause, or voluntary termination by the NEO).
The table below describes the approximate payments that would have been made to the NEOs pursuant to agreements, plans, or individual award agreements in effect on January 31, 2026, the last day of Fiscal 2025, in the event of the termination of employment of these NEOs under the circumstances described below, assuming such termination took place on January 31, 2026.
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EXECUTIVE COMPENSATION TABLES
| Voluntary Resignation ($) | Involuntary Termination (Without Cause) ($) | Death (1)/ Disability (2) ($) | For Good Reason ($) | Change of Control/ Double-Trigger ($) | |||||||||||||
| Fran Horowitz | |||||||||||||||||
Cash Severance(3) | — | 3,472,000 | — | 3,472,000 | 6,300,000 | ⁽⁴⁾ | |||||||||||
Benefits Continuation(5) | — | 43,561 | — | 43,561 | 43,561 | ||||||||||||
| Equity Value | — | 7,285,639 | ⁽⁷⁾ | 56,225,215 | ⁽⁶⁾ | — | 49,387,600 | ⁽⁸⁾ | |||||||||
Retirement Plan Value(9) | 1,446,923 | 1,446,923 | 1,446,923 | 1,446,923 | 1,446,923 | ||||||||||||
| Total | 1,446,923 | 12,248,123 | 57,672,138 | 4,962,484 | 57,178,084 | ||||||||||||
| Robert J. Ball | |||||||||||||||||
Cash Severance(3) | — | 1,084,500 | — | 1,084,500 | 1,687,500 | ⁽⁴⁾ | |||||||||||
Benefits Continuation(5) | — | 33,496 | — | 33,496 | 33,496 | ||||||||||||
| Equity Value | — | 155,102 | 1,824,688 | — | 1,109,516 | ||||||||||||
Retirement Plan Value(9) | 1,592,478 | 1,592,478 | 1,592,478 | 1,592,478 | 1,592,478 | ||||||||||||
| Total | 1,592,478 | 2,865,576 | 3,417,166 | 2,710,474 | 4,422,990 | ||||||||||||
| Scott D. Lipesky | |||||||||||||||||
Cash Severance(3) | — | 1,712,760 | — | 1,712,760 | 2,646,000 | ⁽⁴⁾ | |||||||||||
Benefits Continuation(5) | — | 38,124 | — | 38,124 | 38,124 | ||||||||||||
| Equity Value | — | 1,908,081 | ⁽⁷⁾ | 14,082,053 | ⁽⁶⁾ | — | 12,290,543 | ⁽⁸⁾ | |||||||||
Retirement Plan Value(9) | 1,794,679 | 1,794,679 | 1,794,679 | 1,794,679 | 1,794,679 | ||||||||||||
| Total | 1,794,679 | 5,453,644 | 15,876,732 | 3,545,563 | 16,769,346 | ||||||||||||
Samir Desai | |||||||||||||||||
Cash Severance(3) | — | 1,492,500 | — | 1,492,500 | 2,250,000 | ⁽⁴⁾ | |||||||||||
Benefits Continuation(5) | — | 35,300 | — | 35,300 | 35,300 | ||||||||||||
| Equity Value | — | 1,327,345 | 12,217,517 | — | 10,980,024 | ||||||||||||
Retirement Plan Value(9) | 247,691 | 247,691 | 247,691 | 247,691 | 247,691 | ||||||||||||
| Total | 247,691 | 3,102,836 | 12,465,208 | 1,775,491 | 13,513,015 | ||||||||||||
| Gregory J. Henchel | |||||||||||||||||
Cash Severance(3) | — | 1,258,180 | — | 1,258,180 | 1,795,500 | ⁽⁴⁾ | |||||||||||
Benefits Continuation(5) | — | 26,219 | — | 26,219 | 26,219 | ||||||||||||
| Equity Value | — | 682,401 | ⁽⁷⁾ | 4,962,240 | ⁽⁶⁾ | — | 4,326,343 | ⁽⁸⁾ | |||||||||
Retirement Plan Value(9) | — | — | — | — | — | ||||||||||||
| Total | — | 1,966,800 | 4,962,240 | 1,284,399 | 6,148,062 | ||||||||||||
(1)Although not shown in the above table, the NEOs participate in the Company’s life insurance plan, which is generally available to all salaried associates. The plan pays out a multiple of base salary up to a maximum of $2,000,000. Under the provisions of the life insurance plan, if a NEO passed away, the NEO’s beneficiaries would receive $2,000,000. In addition, the Company maintains an accidental death and dismemberment plan for all salaried associates. If a NEO’s death were accidental as defined by the plan, the NEO’s beneficiaries would receive an additional $2,000,000.
(2)Although not shown in the above table, the NEOs also participate in the Company’s Long-Term Disability Plan, which is generally available to all full-time associates, and the Executive Long-Term Disability Plan, which is generally available to select associate levels and all salaried associates whose annual base salary is more than $200,000. The Company’s Long-Term Disability Plan and the Executive Long-Term Disability Plan would together pay an annual benefit of $330,000 for Ms. Horowitz and $240,000 for the other NEOs for the duration of the disability period.
(3)Under her or his Severance Agreement, if the NEO’s employment is terminated by the Company without cause or by the NEO for good reason, subject to the NEO executing an acceptable release of claims, the Company would be required to continue the NEO’s base salary for a period of 18 months. The Company would also be required to pay the NEO a pro-rated portion of the NEO’s annual cash incentive opportunity under the Short-Term Cash Incentive Plan (as in effect on January 31, 2026) based on actual performance in the year of termination, subject to the discretion of our Compensation Committee.
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EXECUTIVE COMPENSATION TABLES
(4)Under her or his Severance Agreement, if the NEO’s employment is terminated by the Company without cause or by the NEO for good reason, during the three months prior to, or the 18 months following, a change of control, subject to the NEO executing an acceptable release of claims, the Company would be required, with respect to each NEO other than Ms. Horowitz, to pay the NEO a lump-sum payment equal to 18 months of the NEO’s base salary or, in the case of Ms. Horowitz, to continue to pay her base salary in bi-weekly installments for 18 months following the termination date. The Company would also be required to pay the NEO a lump-sum payment equal to 1.5 times the NEO’s target annual cash incentive opportunity under the Short-Term Cash Incentive Plan (as in effect on January 31, 2026).
(5)Under her or his Severance Agreement, the Company would be required to continue the NEO’s medical, dental, and other associate welfare benefits for a time period of 18 months, subject to the NEO’s election of such coverage and the additional eligibility requirements set forth in the NEO’s Severance Agreement.
(6)In the case of termination by reason of the NEO’s death or disability, the value of equity holdings relates to unvested RSUs and unearned PSAs at January 31, 2026 and is calculated as the sum of: (a) the product of (i) the number of unvested RSUs multiplied by (ii) $97.63 (the market price of the Company’s Common Stock as of January 30, 2026 (the last business day of Fiscal 2025)); plus (b) the product of (i) the number of unearned target PSAs multiplied by (ii) $97.63 (the market price of the Company’s Common Stock as of January 30, 2026 (the last business day of Fiscal 2025)).
(7)In the case of involuntary termination without cause, the value of equity holdings relates to unearned PSAs at January 31, 2026 and is calculated as the product of: (a) the number of pro-rated unearned target PSAs multiplied by (b) $97.63 (the market price of the Company’s Common Stock as of January 30, 2026 (the last business day of Fiscal 2025)).
(8)In the case of a “double-trigger” event, the value of equity holdings relates to unvested RSUs and unearned PSAs at January 31, 2026 and is calculated as the sum of: (a) the product of (i) the number of unvested RSUs multiplied by (ii) $97.63 (the market price of the Company’s Common Stock as of January 30, 2026 (the last business day of Fiscal 2025)), plus (b) the product of (i) the number of pro-rated unearned target PSAs multiplied by (ii) $97.63 (the market price of the Company’s Common Stock as of January 30, 2026 (the last business day of Fiscal 2025)).
(9)Represents the present value of the vested accumulated retirement benefits under the Company’s 401(k) Plan and the Company’s NSSR Plan. Although not shown in the table above, the NEOs may also participate in other retirement benefits programs which are generally available to all corporate office associates, including a program under which individuals who satisfy applicable early retirement eligibility requirements may be eligible for continued medical coverage to age 65 and/or programs under which corporate office associates who retire and satisfy applicable eligibility requirements may be eligible to participate in the Company’s Associate Assistance Program and to receive a lifetime associate merchandise discount.
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Additional Compensation Information
CEO PAY RATIO
The following information about the relationship between the compensation of our associates and the compensation of Ms. Horowitz, our CEO, is provided in compliance with the requirements of Item 402(u) of Regulation S-K (“Item 402(u)”). In Fiscal 2025, the total compensation of our median-compensated associate, excluding Ms. Horowitz, was $3,719.
In identifying the median-compensated associate, we used the following methodology, which was identical to the steps we have taken since Fiscal 2017. We determined that, as of November 2, 2025, the first day of our fourth fiscal quarter in Fiscal 2025, our associate population was equal to 47,313 individuals globally. This number includes all individuals determined to be associates, whether full-time, part-time, or temporary as of that date.
Next, we identified the associate receiving the median amount of compensation in our associate population. To do this, we compared the amount of wages and other compensation received by each associate, other than Ms. Horowitz, as reflected in our payroll records and reported to the applicable taxing authority in each country from which we operate, for the calendar year ended December 31, 2025. Compensation values were not annualized for mid-year hires, as we do not use a “standard hour” staffing model in many of our operating jurisdictions. Compensation values for our foreign associates were converted to U.S. dollars by using the foreign currency exchange rate on December 31, 2025. The median-compensated associate we identified for Fiscal 2025 was a different associate from the one identified for Fiscal 2024. As required by Item 402(u), we measured our median associate’s annual total compensation for 2025 by adding together the same elements of compensation that are included in Ms. Horowitz’s total 2025 compensation, as reported in the “Fiscal 2025 Summary Compensation Table” (beginning on page 53 of this Proxy Statement). Ms. Horowitz’s total compensation for Fiscal 2025, as reported in the “Fiscal 2025 Summary Compensation Table,” was $13,300,257.
The resulting estimated ratio of the annual total compensation of Ms. Horowitz to the annual total compensation of our median-compensated associate was 3,576 to 1, which was calculated in a manner consistent with Item 402(u). As additional context, the significant majority of our global associate population work in our stores. As a result, the magnitude of our ratio is influenced by our store staffing model, which relies on a significant number of part-time associates, including temporary and seasonal associates. Many of our store associates balance their part-time schedules with other life commitments, such as education or family responsibilities. Our approach to store staffing provides the advantage of flexible, entry-level employment opportunities to such associates, including students (many of whom are among our core customer demographic). Our median associate for Fiscal 2025 is a part-time, hourly retail store associate who worked a variable schedule throughout the year.
Further, other public companies will use methods and assumptions that differ from those we have chosen, but that are appropriate for their circumstances. Therefore, it may be difficult, for this and other reasons, to compare our reported pay ratio to pay ratios reported by other companies.
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ADDITIONAL COMPENSATION INFORMATION
PAY VERSUS PERFORMANCE
The following table and related disclosure below are provided in compliance with the requirements of Item 402(v) of Regulation S-K to summarize information regarding the relationship between “Compensation Actually Paid” (“CAP”) (as calculated under applicable SEC rules), for our Principal Executive Officer (PEO) and our non-PEO NEOs, on an average basis, and the Company’s financial performance for each of the years Fiscal 2021 through Fiscal 2025.
The methodology for calculating amounts presented in the columns “CAP to PEO” (Compensation Actually Paid to PEO) and “Average CAP to Non-PEO NEOs” (Average Compensation Actually Paid to Non-PEO NEOs), including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table totals to arrive at the values presented for CAP, are provided in the footnotes to the table. A narrative discussion of the relationship between CAP and the Company’s performance measures (i) listed in the table below and (ii) that the Company has deemed most important in linking CAP during Fiscal 2025 to Company performance is also presented below.
The calculations and analysis below do not necessarily reflect our approach to aligning executive compensation with performance. For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with financial performance, refer to the Compensation Discussion and Analysis beginning on page 36 of this Proxy Statement.
| Value of Initial Fixed $100 Investment Based On: | ||||||||||||||||||||||||||
Fiscal Year(1) | Summary Compensation Table Total for PEO ($) | CAP to PEO(2)-(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average CAP to Non-PEO NEOs(2)-(3) ($) | Company TSR ($) | Peer Group TSR(4) ($) | Net Income (loss) ($000s) | Adjusted EBIT(5) ($000s) | ||||||||||||||||||
| 2025 | ( | ( | ||||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||||
| 2022 | ( | ( | ||||||||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||
(1)NEOs included in the above compensation columns reflect the following:
| Fiscal Year | PEO | Non-PEO NEOs | ||||||
| 2025 | Scott D. Lipesky, Robert J. Ball, Samir Desai, Gregory J. Henchel | |||||||
| 2024 | Fran Horowitz | Scott D. Lipesky, Robert J. Ball, Samir Desai, Gregory J. Henchel, Jay Rust | ||||||
2023, 2022, 2021 | Fran Horowitz | Scott D. Lipesky, Kristin Scott, Samir Desai, Gregory J. Henchel | ||||||
(2)Fair value amounts or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns were determined based on applicable SEC rules with respect to previously granted time-based RSUs and PSAs. For PSAs, changes in fair value were calculated as of the end of the covered fiscal year based on the probable outcome of performance conditions, with the TSR-weighted portion of PSAs, calculated pursuant to a Monte Carlo simulation, as of the last day of the applicable fiscal year. No stock options were granted or continued to vest during any fiscal year presented in the table.
(3)For Fiscal 2025, the values included in the “CAP to PEO” and “Average CAP to Non-PEO NEOs” columns reflect the following adjustments from the values shown in the “Summary Compensation Table Total for PEO” and “Average Summary Compensation Table Total for Non-PEO NEOs” columns, respectively:
PEO ($) | Average Non-PEO NEOs ($) | |||||||
Total Reported in Fiscal 2025 Summary Compensation Table (SCT) | ||||||||
| Less: Value of stock awards reported in SCT | ||||||||
| Plus: Year-end value of stock awards granted in fiscal year that are outstanding and unvested | ||||||||
| Plus: Change in fair value (from prior year-end) of stock awards granted in prior years that are outstanding and unvested | ( | ( | ||||||
| Plus: Fair Market Value (FMV) of awards granted this year and that vested this year | ||||||||
Plus: Change in fair value (from prior year-end to vesting date) of prior year stock awards that vested this year | ( | ( | ||||||
| Less: Prior year-end fair value of stock awards granted in prior years that failed to vest this year | ||||||||
| Total Adjustments | ( | ( | ||||||
Compensation Actually Paid for Fiscal 2025 | ( | ( | ||||||
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ADDITIONAL COMPENSATION INFORMATION
(4)For purposes of calculating peer group total shareholder return, the S&P Retail Select Industry Index was utilized pursuant to Item 201(e) of Regulation S-K and as is reflected in our Fiscal 2025 Form 10-K. In accordance with applicable SEC rules, peer group TSR was calculated on a market capitalization weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. TSR for both the Company and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on January 30, 2021, through and including the end of the fiscal year for which TSR is being presented in the table. TSR calculations reflect reinvestment of dividends.
Pay Versus Performance Descriptive Disclosure
We believe that the Compensation Actually Paid in each of the years Fiscal 2021 through Fiscal 2025 and over the five-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance.” The Compensation Actually Paid fluctuated year-over-year, primarily because of our (i) stock performance, (ii) varying levels of achievement against pre-established performance goals under our long-term incentive program, and (iii) varying levels of achievement against pre-established performance goals under our annual cash incentive program. In addition to reviewing this discussion and the Pay Versus Performance table above, we encourage you to read the Compensation Discussion and Analysis section of this proxy statement, which explains our executive compensation philosophy and programs for our PEO and non-PEO NEOs.
Chart 1: Compensation Actually Paid Versus Company and Peer Group Total Shareholder Return (TSR)
The CAP values for our PEO and non-PEO NEOs over the five-year period of Fiscal 2021 through Fiscal 2025 generally align with the Company’s TSR performance over the same period, reflecting the Compensation Committee’s emphasis on at-risk, performance-based equity compensation for our PEO and non-PEO NEOs. Our PEO and non-PEO NEOs receive a mix of time-vesting RSUs and performance-vesting PSAs, and all PSAs granted from Fiscal 2021 to Fiscal 2025 were directly tied to relative TSR. For more information regarding the PSAs, refer to the discussion beginning on page 46 of this Proxy Statement.
As depicted in the below chart, from Fiscal 2021 to Fiscal 2022, there was a decrease in cumulative TSR on both an absolute and relative basis, which resulted in decreases in CAP values. Strong cumulative TSR performance and peer group outperformance in Fiscal 2023 was associated with higher fair values of equity awards, which resulted in increased CAP values. While cumulative TSR increased slightly in Fiscal 2024, CAP values decreased due to the impact of stock price movements and year-over-year changes in the fair value of equity awards on CAP. Although cumulative TSR remained elevated above the peer group, in Fiscal 2025, the decline in cumulative TSR from the prior year resulted in decreases in CAP values.
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ADDITIONAL COMPENSATION INFORMATION
Chart 2: Compensation Actually Paid Versus Net Income
SEC rules require that net income be presented as a performance measure in the Pay Versus Performance table. As depicted in the chart below, changes in CAP for our PEO and non-PEO NEOs over Fiscal 2021 through Fiscal 2025 generally reflect trends in net income over the period. That said, no portion of our compensation is directly tied to net income results.
Chart 3: Compensation Actually Paid Versus Adjusted EBIT
We identified Adjusted EBIT as our Company-Selected Measure that represents, in our view, the most important measure used to link CAP to our performance. Adjusted EBIT was the most heavily weighted performance measure in our annual cash incentive program for each of the years Fiscal 2021 through Fiscal 2025 and is also reflected in Avg. Adjusted EBIT Margin, one of the three equally-weighted performance measures in the PSAs granted during that period. As depicted in the chart below, lower Adjusted EBIT in Fiscal 2022 as compared to Fiscal 2021 coincided with decreases in CAP values, while higher Adjusted EBIT in Fiscal 2023 correlated with increased CAP values. In Fiscal 2024 and Fiscal 2025, CAP declined despite continued strong Adjusted EBIT performance, reflecting the impact of stock price movements and year-over-year changes in the fair value of equity awards on CAP.
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ADDITIONAL COMPENSATION INFORMATION
Tabular List of Important Performance Measures
The following table sets forth an unranked list of the most important financial performance measures, including the Company-Selected Measure, linking CAP for all NEOs, including the PEO, to Company performance for Fiscal 2025.
| Performance Measures | ||
(1)These are non-GAAP measures. Please refer to Appendix A to this Proxy Statement for additional detail on these performance metrics.
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Ownership of Our Shares
The following table furnishes, with respect to each person who is known to the Company to be the beneficial owner of more than 5% of the outstanding shares of Common Stock of the Company, the name and address of such beneficial owner, the number of shares of Common Stock reported as beneficially owned (as determined in accordance with Rule 13d-3 under the Exchange Act) by such beneficial owner in the most recent Schedule 13G or 13G/A filed with the SEC, and the percentage that such shares comprised of the outstanding shares of Common Stock as of April 6, 2026.
| Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class(1) | ||||||
| BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | 6,075,866⁽²⁾ | 13.58% | ||||||
| The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 4,784,419⁽³⁾ | 10.69% | ||||||
| AQR Capital Management, LLC One Greenwich Plaza, Suite 130 Greenwich, CT 06830 | 2,504,240⁽⁴⁾ | 5.60% | ||||||
(1)The percent of class is based upon 44,738,525 shares of Common Stock outstanding on April 6, 2026.
(2)Based on information contained in a Schedule 13G/A, filed by BlackRock, Inc. (“BlackRock”) with the SEC on April 30, 2025, to report beneficial ownership of shares of the Company’s Common Stock as of March 31, 2025, and, consequently, the beneficial ownership of BlackRock may have changed prior to the printing of this Proxy Statement. In the Schedule 13G/A, BlackRock reported that, through its subsidiaries (BlackRock (Netherlands) B.V.; BlackRock Advisors, LLC; BlackRock Asset Management Canada Limited; BlackRock Asset Management Ireland Limited; BlackRock Asset Management Schweiz AG; BlackRock Financial Management, Inc.; BlackRock Fund Advisors (which was reported to beneficially own 5% or more of the outstanding shares of Common Stock); BlackRock Fund Managers Ltd; BlackRock Institutional Trust Company, National Association; BlackRock Investment Management (Australia) Limited; BlackRock Investment Management (UK) Limited; BlackRock Investment Management, LLC; and BlackRock Life Limited), BlackRock is deemed to be the beneficial owner of 6,075,866 shares of Common Stock. BlackRock reported sole voting power as to 6,012,341 shares of Common Stock, shared voting and dispositive power as to 0 shares of Common Stock, and sole dispositive power as to 6,075,866 shares of Common Stock.
(3)Based on information contained in a Schedule 13G/A, filed by The Vanguard Group (“Vanguard”) with the SEC on July 29, 2025, to report beneficial ownership of shares of the Company’s Common Stock as of June 30, 2025. In such Schedule 13G/A, Vanguard reported sole voting power as to 0 shares of Common Stock, shared voting power as to 71,991 shares of Common Stock, sole dispositive power as to 4,654,121 shares of Common Stock, and shared dispositive power as to 130,298 shares of Common Stock. Vanguard subsequently filed a Schedule 13G/A with the SEC on March 26, 2026 stating that (i) on January 12, 2026, Vanguard went through an internal realignment and that certain subsidiaries or business divisions of subsidiaries of Vanguard that formerly had, or were deemed to have, beneficial ownership with Vanguard will report beneficial ownership separately (on a disaggregated basis) from Vanguard and (ii) Vanguard no longer has, or is deemed to have, beneficial ownership over securities beneficially owned by such subsidiaries and/or business divisions.
(4)Based on information contained in a Schedule 13G, filed by AQR Capital Management, LLC (“AQR”) with the SEC on February 13, 2026, to report beneficial ownership of shares of the Company’s Common Stock as of December 31, 2025, and, consequently, the beneficial ownership of AQR may have changed prior to the printing of this Proxy Statement. In such Schedule 13G, AQR reported sole voting and dispositive power as to 0 shares of Common Stock and shared voting and dispositive power as to 2,504,240 shares of Common Stock.
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OWNERSHIP OF OUR SHARES
The following table furnishes the number of shares of Common Stock of the Company beneficially owned (as determined in accordance with Rule 13d-3 under the Exchange Act) by each of the current directors, by each of the named executive officers, and by all of the current directors and executive officers as a group, as of April 6, 2026.
| Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class(2) | ||||||
Kerrii B. Anderson(3) | 39,247 | * | ||||||
Robert J. Ball | 11,217 | * | ||||||
| Andrew Clarke | 2,089 | * | ||||||
Susie Coulter(3) | 8,494 | * | ||||||
Samir Desai | 99,625 | * | ||||||
James A. Goldman(3) | 9,654 | * | ||||||
Gregory J. Henchel | 63,681 | * | ||||||
Fran Horowitz | 517,793 | 1.16% | ||||||
Scott D. Lipesky | 192,534 | * | ||||||
| Helen E. McCluskey | 36,839 | * | ||||||
| Arturo Nuñez | 2,869 | * | ||||||
Kenneth B. Robinson(3) | 7,969 | * | ||||||
| Nigel Travis | 24,455 | * | ||||||
| Helen Vaid⁽⁴⁾ | 7,161 | * | ||||||
Current directors and executive officers as a group (15 persons) | 1,044,278 | 2.33% | ||||||
* Less than 1%.
(1)Unless otherwise indicated, each individual has voting and dispositive power over the listed shares of Common Stock and such voting and dispositive power is exercised solely by the named individual or shared with a spouse.
Includes the following number of shares of Common Stock issuable within 60 days of April 6, 2026 (i.e., June 5, 2026) upon the vesting of RSUs by June 5, 2026:
| Name of Beneficial Owner | Aggregate Number of Shares of Common Stock Issuable(a) | ||||
| Kerrii B. Anderson | 2,089 | ||||
Robert J. Ball | — | ||||
Andrew Clarke | 2,089 | ||||
| Susie Coulter | 2,089 | ||||
| Samir Desai | — | ||||
| James A. Goldman | 2,089 | ||||
| Gregory J. Henchel | — | ||||
| Fran Horowitz | — | ||||
| Scott D. Lipesky | — | ||||
| Helen E. McCluskey | 2,089 | ||||
Arturo Nuñez | 2,089 | ||||
| Kenneth B. Robinson | 2,089 | ||||
| Nigel Travis | 3,355 | ||||
Helen Vaid | 2,089 | ||||
Current directors and executive officers as a group (15 persons) | 20,067 | ||||
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OWNERSHIP OF OUR SHARES
(a)The Company has included for this purpose the gross number of shares of Common Stock deliverable upon the vesting of RSUs, but the actual number of shares received would be less as a result of the payment of applicable withholding taxes. The numbers reported do not include any unvested RSUs held by directors or executive officers (other than those specified in this footnote).
(2)The percent of class is based upon the sum of 44,738,525 shares of Common Stock outstanding on April 6, 2026 and the number of shares of Common Stock, if any, as to which the named individual or group has the right to acquire beneficial ownership by June 5, 2026 through the vesting of RSUs.
(3)The “Amount and Nature of Beneficial Ownership” does not include the following number of shares of Common Stock credited to the bookkeeping accounts of the following directors under the Directors’ Deferred Compensation Plan or that will be credited to such bookkeeping accounts by June 5, 2026 as a result of the deferral of RSUs that are to vest by June 5, 2026: Ms. Anderson — 3,500 shares; Ms. Coulter — 25,438 shares; Mr. Goldman — 3,771 shares; Mr. Robinson — 780; and all current directors as a group — 33,489 shares. While the directors have an economic interest in these shares, each director’s only right with respect to her or his bookkeeping account (and the amounts allocated thereto) is to receive a distribution of the whole shares of Common Stock represented by the share equivalent credited to her or his bookkeeping account (plus cash representing the value of fractional shares) in accordance with the terms of the Directors’ Deferred Compensation Plan.
(4)Ms. Vaid is not standing for re-election at the Annual Meeting.
| Abercrombie & Fitch Co. | 70 | 2026 Proxy Statement | ||||||
Equity Compensation Plans
The Company has two primary share-based compensation plans: (i) the 2016 Long-Term Incentive Plan for Directors (the “2016 Directors LTIP”) (with 900,000 shares of the Company’s Common Stock currently authorized for issuance), under which the Company is authorized to grant stock options, SARs, restricted stock, RSUs, and deferred stock awards to non-associate directors of the Company; and (ii) the 2016 Associates LTIP (with 10,965,000 shares of the Company’s Common Stock currently authorized for issuance), under which the Company is authorized to grant stock options, SARs, restricted stock, RSUs, and PSAs to associates of the Company and its subsidiaries. The Company also has three other share-based compensation plans under which the Company granted stock options, SARs, RSUs, and PSAs to associates of the Company and our subsidiaries, and stock options and RSUs to non-associate directors of the Company in prior years: (i) the 1996 Stock Plan for Non-Associate Directors (1998 Restatement) (the “1998 Director Stock Plan”); (ii) the 2003 Stock Plan for Non-Associate Directors (the “2003 Director Stock Plan”); and (iii) the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan (the “2005 LTIP”). Since June 16, 2016, the Company has only issued awards under the 2016 Associates LTIP and the 2016 Directors LTIP.
Any shares of Common Stock distributable in respect to amounts deferred by non-associate directors under the Directors’ Deferred Compensation Plan will be distributed: (i) under the 2016 Directors LTIP in respect to deferred compensation allocated to non-associate directors’ bookkeeping accounts on and after June 16, 2016; (ii) under the 2005 LTIP in respect to deferred compensation allocated to non-associate directors’ bookkeeping accounts between August 1, 2005 and June 15, 2016; (iii) under the 2003 Director Stock Plan in respect to deferred compensation allocated to non-associate directors’ bookkeeping accounts between May 22, 2003 and July 31, 2005; and (iv) under the 1998 Director Stock Plan in respect to deferred compensation allocated to the non-associate directors’ bookkeeping accounts prior to May 22, 2003.
The following table summarizes equity compensation plan information for the 1998 Director Stock Plan, the 2005 LTIP, the 2016 Associates LTIP, and the 2016 Directors LTIP, all stockholder-approved plans, as a group, and for the 2003 Director Stock Plan, a non-stockholder-approved plan, in each case as of January 31, 2026:
| Plan Category | Number of Shares to be Issued Upon Exercise/Vesting of Outstanding Options, RSUs, Warrants, and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (b) ($) | Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Shares Reflected in column (a)) (c) | ||||||||
Equity compensation plans approved by stockholders(1) | 1,580,642 | ⁽³⁾ | — | 3,451,096 | ⁽⁴⁾ | ||||||
Equity compensation plans not approved by stockholders(2) | 1,418 | ⁽⁵⁾ | — | — | ⁽⁶⁾ | ||||||
| Total | 1,582,060 | — | 3,451,096 | ||||||||
(1)The 1998 Director Stock Plan was terminated as of May 22, 2003 in respect to future grants of options and issuances and distributions of shares of Common Stock other than: (a) issuances of shares of Common Stock upon the exercise of options granted under the 1998 Director Stock Plan, which remained outstanding as of May 21, 2003; and (b) issuances and distributions of shares of Common Stock in respect to deferred compensation allocated to non-associate directors’ bookkeeping accounts under the Directors’ Deferred Compensation Plan (and dividends applied to previous deferrals) as of May 21, 2003. As of January 31, 2026, no options granted under the 1998 Director Stock Plan remained outstanding. The 2005 LTIP was terminated as of June 15, 2015 in respect to future grants of awards and issuances and distributions of shares of Common Stock other than: (a) issuances of shares of Common Stock upon the exercise of options and SARs and the vesting of RSUs and PSAs granted under the 2005 LTIP, which remained outstanding as of June 15, 2015; and (b) issuances and distributions of shares of Common Stock in respect to deferred compensation allocated to non-associate directors’ bookkeeping accounts under the Directors’ Deferred Compensation Plan (and dividends applied to previous deferrals) as of June 15, 2016 and distributable in the form of shares of Common Stock.
(2)The 2003 Director Stock Plan was terminated as of June 13, 2007 in respect to future grants of awards and issuances and distributions of shares of Common Stock other than: (a) issuances of shares of Common Stock upon the exercise of options or the vesting of stock units granted under the 2003 Director Stock Plan; and (b) issuances and distributions of shares of Common Stock in respect to deferred compensation allocated to non-associate directors’ bookkeeping accounts under the Directors’ Deferred Compensation Plan (and dividends applied to previous
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EQUITY COMPENSATION PLANS
deferrals) as of July 31, 2005 and distributable in the form of shares of Common Stock. As of January 31, 2026, no options or stock units granted under the 2003 Director Stock Plan remained outstanding.
(3)Represents the number of underlying shares of Common Stock associated with outstanding RSUs, PSAs, and share equivalents under stockholder-approved plans and includes: (a) 1,382 share equivalents attributable to compensation deferred by a former non-associate director participating in the Directors’ Deferred Compensation Plan (and dividends applied to previous deferrals) and distributable in the form of shares of Common Stock under the 1998 Director Stock Plan, (b) 27,232 share equivalents attributable to compensation deferred by former non-associate directors participating in the Directors’ Deferred Compensation Plan (and dividends applied to previous deferrals) and distributable in the form of shares of Common Stock under the 2005 LTIP, (c) 971,104 RSUs granted under the 2016 Associates LTIP, (d) 513,870 PSAs granted under the 2016 Associates LTIP (including 294,662 PSAs granted in Fiscal 2023 for the Fiscal 2023 through Fiscal 2025 PSA cycle (the Avg. Net Sales Growth, Relative TSR, and the Avg. Adjusted EBIT Margin tranches of these PSAs were earned at 200% of target but the PSAs earned were not distributed as of January 31, 2026)), (e) 4,700 RSUs granted under the 2016 Directors LTIP, and (f) 62,354 share equivalents attributable to compensation deferred by non-associate directors participating in the Directors’ Deferred Compensation Plan (and dividends applied to previous deferrals) and distributable in the form of shares of Common Stock under the 2016 Directors LTIP. Outstanding PSAs granted under the 2016 Associates LTIP reflect actual or target award amounts as of January 31, 2026. Of the PSAs that were outstanding as of January 31, 2026, a maximum of 764,647 PSAs can be earned under the 2016 Associates LTIP.
(4)Represents the number of shares of Common Stock remaining available for future issuance under stockholder-approved equity compensation plans and is comprised of: (a) 3,357,647 shares of Common Stock remaining available under the 2016 Associates LTIP; and (b) 93,449 shares of Common Stock remaining available under the 2016 Directors LTIP. Under the 2016 Associates LTIP and the 2016 Directors LTIP, shares of Common Stock available for future issuance are reduced by the maximum number of PSAs that may be earned under each outstanding award.
Under the 2016 Associates LTIP and the 2016 Directors LTIP, shares of Common Stock available for future issuance are measured net of shares of Common Stock expected to be retained by the Company to cover tax withholdings upon vesting or exercise, which have been calculated using an estimated tax rate of 35%. On a net basis, as of January 31, 2026, there were 4,051,864 shares of Common Stock available for future issuance under the 2016 Associates LTIP and 93,449 shares of Common Stock available for future issuance under the 2016 Directors LTIP.
Except as described in footnote (3) to this table, no further shares of Common Stock may be issued or distributed under the 1998 Director Stock Plan or the 2005 LTIP.
(5)Includes 1,418 outstanding share equivalents attributable to compensation deferred by a former non-associate director participating in the Directors’ Deferred Compensation Plan (and dividends applied to previous deferrals) and distributable in the form of shares of Common Stock under the 2003 Director Stock Plan.
(6)Except as described in footnote (5) to this table, no further shares of Common Stock may be issued or distributed under the 2003 Director Stock Plan.
| Abercrombie & Fitch Co. | 72 | 2026 Proxy Statement | ||||||
Audit and Finance Committee Matters
Report of the Audit and Finance Committee for Fiscal 2025
The Audit Committee, which was established in accordance with Section 3(a)(58)(A) of the Exchange Act, is organized and conducts its business pursuant to a written charter, a copy of which is posted on the “Corporate Governance” page of our corporate website at corporate.abercrombie.com.
The Audit Committee currently consists of four independent directors, each of whom has been determined by the Board to meet the heightened independence and financial literacy criteria for Audit Committee members under the NYSE Rules and applicable SEC rules. The Board has also designated each of Ms. Anderson, Ms. McCluskey, and Mr. Robinson as an “audit committee financial expert” as defined under the applicable SEC rules.
Management of the Company has the responsibility for the preparation, presentation, and integrity of the Company’s consolidated financial statements, for the appropriateness of the accounting principles and reporting policies that are used by the Company, and for the establishment and maintenance of systems of disclosure controls and procedures and internal control over financial reporting.
In fulfilling its oversight responsibilities, the Audit Committee engages in the review of the presentation of non-GAAP measures and metrics to understand how they are used to evaluate performance and whether they are consistently prepared and presented from period to period in accordance with the Company’s related policies and disclosure controls and procedures and in compliance with SEC rules and interpretations.
The Audit Committee is responsible for authorizing the appointment, compensation, and retention of, and overseeing the work of, the Company’s independent registered public accounting firm. On an annual basis, the Audit Committee evaluates the qualifications, performance, tenure, and independence of the Company’s current independent registered public accounting firm and, after also considering the impact of a change in the firm, determines whether to re-engage the firm. PricewaterhouseCoopers (“PwC”) has been the Company’s independent registered public accounting firm since 1996. PwC rotates its lead audit engagement partner every five years, and the Audit Committee takes a lead role in the process for evaluating and selecting the new lead audit engagement partner. PwC’s lead audit engagement partner rotated following the filing of the Company’s Fiscal 2025 Form 10-K. The Audit Committee believes there are benefits to having an independent registered public accounting firm with an extensive history with the Company, including the potential for PwC to leverage its institutional knowledge of the Company’s business and operations, accounting policies and financial systems, and internal control framework, to deliver higher quality audit work and accounting advice, as well as to deliver operational efficiencies.
PwC is subject to independence controls that mitigate risks that may be associated with long auditor tenure. The Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC that firm’s independence. The Audit Committee has considered PwC’s provision of permitted non-audit services to the Company and our subsidiaries and concluded that the provision of such services has been compatible with maintaining PwC’s independence.
PwC is responsible for auditing and opining on the Company’s annual consolidated financial statements included in the Company’s Annual Report on Form 10-K and the effectiveness of the Company’s internal control over financial reporting, and for reviewing the Company’s unaudited interim condensed consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q.
In fulfilling its oversight responsibilities, the Audit Committee met with management of the Company, the Company’s Chief Audit Executive, and PwC throughout the year. The Audit Committee met with the Company’s Chief Audit Executive and PwC, with and without management of the Company present, to discuss the overall scope of their respective annual audit plans, the results of their respective audits, the effectiveness of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting. In addition, the Audit Committee met with the Company’s CFO and Corporate Controller to review the process undertaken to evaluate the accuracy and fair presentation of the Company’s consolidated financial statements. The Audit
2026 Proxy Statement | 73 | Abercrombie & Fitch Co. | ||||||
AUDIT AND FINANCE COMMITTEE MATTERS
Committee reviewed management’s plan for documenting and testing controls, the results of their documentation and testing, and any significant deficiencies or material weaknesses discovered, if applicable. In addition, the Audit Committee reviewed and discussed with PwC all matters required by PCAOB and SEC standards, including PwC’s audit report and expected critical audit matter (“CAM”) to understand the nature of the CAM, PwC’s basis for determining the CAM, and the expected description of the CAM in PwC’s audit report.
Management of the Company and PwC have represented to the Audit Committee that the Company’s audited consolidated financial statements as of the end of and for the fiscal year ended January 31, 2026 were prepared in accordance with GAAP, and the Audit Committee has reviewed and discussed those audited consolidated financial statements with management of the Company and PwC.
Based on the Audit Committee’s (i) discussions with management of the Company and PwC and (ii) review of the report of PwC to the Audit Committee, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements be included (and the Board approved such inclusion) in the Company’s Fiscal 2025 Form 10-K filed on March 26, 2026.
Submitted by the Audit and Finance Committee:
Kerrii B. Anderson, Chair
Helen E. McCluskey
Arturo Nuñez
Kenneth B. Robinson
| Abercrombie & Fitch Co. | 74 | 2026 Proxy Statement | ||||||
AUDIT AND FINANCE COMMITTEE MATTERS
PROPOSAL 3
Ratification of Independent Registered Public Accounting Firm for Fiscal 2026
The Audit Committee annually evaluates the selection of our independent registered accounting firm and has reappointed PwC as the Company’s independent registered public accounting firm (an independent audit firm) to examine the consolidated financial statements of the Company and our subsidiaries for Fiscal 2026.
In deciding whether to retain our current independent registered public accounting firm or engage a different independent registered public accounting firm (also referred to as the “Company’s independent audit firm”), our Audit Committee reviews the Company’s current independent audit firm’s qualifications, performance, and independence in accordance with regulatory requirements and guidelines. As part of this evaluation, factors considered by our Audit Committee include: PwC’s capabilities and expertise; the recent performance of PwC on the Company’s audit; management’s assessment of PwC’s performance; external data on audit quality, including results of recent PCAOB reports on PwC and its peers; PwC’s independence; the terms of the audit engagement; and the quality and candor of PwC’s communications to our Audit Committee.
PwC has acted as the Company’s independent audit firm since 1996. Although the Company’s governing documents do not require the submission of PwC’s appointment to the Company’s stockholders for ratification, the Company believes that soliciting stockholders’ input is a matter of good corporate governance. If the appointment of PwC is not ratified, our Audit Committee will reconsider the appointment; however, it is not required to do so. Even if PwC’s appointment is ratified, the Audit Committee may select a different independent audit firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and our stockholders.
Representatives of PwC are expected to be present at the Annual Meeting. They will be available to respond to appropriate questions and may make a statement if they so desire.
Subject to ratification by the stockholders of the Company, our Audit Committee has reappointed PwC as the independent registered public accounting firm to audit the Company’s consolidated financial statements and internal control over financial reporting for Fiscal 2026.
YOUR VOTE IS IMPORTANT | Our Audit and Finance Committee and the full Board recommend that you vote FOR the ratification of the appointment of PwC as our independent registered public accounting firm for Fiscal 2026. | ||||||||||
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AUDIT AND FINANCE COMMITTEE MATTERS
Audit Fees
Fees billed for services rendered by PwC for each of Fiscal 2025 and Fiscal 2024 were as follows:
| Type of Service | Fiscal 2025 ($) | Fiscal 2024(5) ($) | ||||||
Audit Fees(1) | 3,780,799 | 3,597,983 | ||||||
Audit-Related Fees(2) | 385,600 | 141,096 | ||||||
Tax Fees(3) | 22,500 | 74,804 | ||||||
All Other Fees(4) | 32,000 | 32,000 | ||||||
| Total | 4,220,899 | 3,845,883 | ||||||
(1)Audit Fees for Fiscal 2025 and Fiscal 2024 represent fees for professional services rendered by PwC in connection with the integrated audit of the Company’s annual consolidated financial statements included in the Company’s Annual Reports on Form 10-K and reviews of the unaudited interim consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q of $2,379,000 and $2,225,000, respectively; and fees for statutory audits of $1,401,799 and $1,372,983, respectively.
(2)Audit-Related Fees for Fiscal 2025 and Fiscal 2024 represent fees related to system upgrade pre-implementation services and attestation services.
(3)Tax Fees for Fiscal 2025 and Fiscal 2024 represent fees relating to tax compliance and consulting matters.
(4)All Other Fees for Fiscal 2025 and Fiscal 2024 represent fees for services other than those included above, including non-financial attestation services and payments made to PwC related to the use of accounting regulatory and disclosure databases.
(5)The previously presented Fiscal 2024 fees were revised to reflect the actual fees associated with the services rendered by PwC to the Company and our subsidiaries for Fiscal 2024.
Under applicable SEC rules, our Audit Committee is required to pre-approve the audit and non-audit services performed by the Company’s independent audit firm in order to ensure that the provision of these services does not impair the independence of the Company’s independent audit firm from the Company and our subsidiaries. Annually, the Company’s management and the Company’s independent audit firm must jointly submit to our Audit Committee an Annual Pre-Approval Request (the “Pre-Approval Request”) listing all known and/or anticipated audit and non-audit services for the upcoming fiscal year. Our Audit Committee reviews the Pre-Approval Request with both the Company management and the independent audit firm.
During the course of the year, there may be additional audit or non-audit services that are identified by the Company management and are desired but were not contained in the Pre-Approval Request. Our Audit Committee has designated one or more of its members with the authority to pre-approve interim requests for additional audit or non-audit services. These interim pre-approval procedures are to be used only for services that are less than $100,000; requests for services greater than $100,000 must be approved by the full Audit Committee.
All of the services rendered by PwC to the Company and our subsidiaries during Fiscal 2025 and Fiscal 2024 were pre-approved by our Audit Committee.
| Abercrombie & Fitch Co. | 76 | 2026 Proxy Statement | ||||||
Stockholder Proposals and Nominations for 2027 Annual Meeting
PROPOSALS FOR INCLUSION IN PROXY STATEMENT FOR 2027 ANNUAL MEETING
Any stockholder seeking to present a proposal pursuant to Exchange Act Rule 14a-8 to be considered for inclusion in the Company’s proxy statement for the 2027 Annual Meeting must submit the proposal in accordance with Exchange Act Rule 14a-8 and deliver it to the address set forth below no later than the close of business on Monday, December 21, 2026. Only those proposals that comply with the requirements of Exchange Act Rule 14a-8 will be included in the Company’s proxy statement for the 2027 Annual Meeting.
PROPOSALS AND DIRECTOR NOMINATIONS (OUTSIDE OF PROXY ACCESS) FOR 2027 ANNUAL MEETING
Stockholders seeking to bring business before the 2027 Annual Meeting outside of Exchange Act Rule 14a-8, or to nominate candidates for election as directors at the 2027 Annual Meeting outside of the “Proxy Access” provision of our Bylaws, must provide timely written notice to the Company and comply with certain other requirements specified in our Bylaws. The notice of a proposing stockholder must be in writing and delivered in-person or by U.S. certified mail, postage prepaid, and received by our Corporate Secretary, at the address set forth below, not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the June 3, 2027 anniversary date of the Annual Meeting. As a result, notices with respect to proposed business outside of Exchange Act Rule 14a-8, or nominations for election as directors outside of the “Proxy Access” provision of our Bylaws, for the 2027 Annual Meeting must be received not earlier than the close of business on Monday, January 4, 2027 nor later than the close of business on Wednesday, February 3, 2027. Notice of any proposed business or nomination must comply with the applicable informational requirements set forth in our Bylaws.
Stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees under Exchange Act Rule 14a-19 must comply with the requirements of our Bylaws, including providing the notice required under Exchange Act Rule 14a-19 by Wednesday, February 3, 2027. The Company will disregard any proxies solicited for a stockholder’s director nominees if such stockholder fails to comply with such requirements.
DIRECTOR NOMINATIONS (USING PROXY ACCESS) FOR 2027 ANNUAL MEETING
Eligible stockholders seeking to nominate and include in the Company’s proxy statement for the 2027 Annual Meeting director nominees pursuant to the “Proxy Access” provision of our Bylaws must provide timely written notice to the Company and comply with certain other requirements specified in our Bylaws. To be timely, such notice must be in writing and delivered or mailed and received by our Corporate Secretary at the address set forth below, not later than 120 days nor earlier than 150 days prior to the April 20, 2027 anniversary date of the date on which this Proxy Statement is first delivered to stockholders in connection with the Annual Meeting. As a result, director nominations pursuant to the “Proxy Access” provision of our Bylaws must be received no earlier than Saturday, November 21, 2026 nor later than Monday, December 21, 2026. Notice of any director nomination pursuant to the “Proxy Access” provision of our Bylaws must comply with the informational requirements set forth in our Bylaws. The eligibility requirements for stockholders seeking to utilize the “Proxy Access” provision of our Bylaws are described above in the “Corporation Governance – Director Nominations” section of this Proxy Statement beginning on page 17.
CORPORATE SECRETARY CONTACT INFORMATION
Proposals by stockholders intended to be presented at the 2027 Annual Meeting and/or considered for inclusion in the Company’s proxy statement for the 2027 Annual Meeting, as well as stockholder nominations for director candidates, must be delivered or mailed to Abercrombie & Fitch Co., 6301 Fitch Path, New Albany, Ohio 43054, Attention: Corporate Secretary.
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Additional Information About Our Annual Meeting and Voting
When will the Annual Meeting be held?
The Annual Meeting will be held exclusively via webcast on Wednesday, June 3, 2026, at 10:00 a.m., Eastern Time.
Why am I being provided with access to this Proxy Statement?
We are required by the SEC to give you, or provide you access to, this Proxy Statement because the Board is soliciting your proxy to vote your shares of Common Stock at the Annual Meeting. This Proxy Statement summarizes the information you need in order to vote at the Annual Meeting.
What is a proxy?
A proxy is your designation of another person to vote shares of Common Stock you own. If you designate someone as your proxy in a written document, that document is also called a proxy, a form of proxy, or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. Robert J. Ball and Gregory J. Henchel have been designated on behalf of the Board as the proxies to cast the vote of the Company’s stockholders at the Annual Meeting.
What are the voting requirements for the proposals to be acted upon at the Annual Meeting and discussed in this Proxy Statement?
The Company is incorporated in the State of Delaware and our shares are listed on the NYSE. As a result, the Delaware General Corporation Law and NYSE Rules govern the voting standards applicable to actions taken by our stockholders.
Under our Bylaws, a majority of votes cast is required to approve Proposals 1, 2, and 3.
Please see the below chart for a summary of the required votes, as well as the impacts of abstentions and broker non-votes, for Proposals 1, 2, and 3 as set forth below:
| Proposal | Voting Standard | Effect of Abstentions(1) | Effect of Broker Non-Votes(2) | ||||||||||||||
| 1 | Elect the nine director nominees named in the Proxy Statement to serve until the 2027 Annual Meeting of Stockholders | Majority of votes cast | No effect | No effect | |||||||||||||
| 2 | Conduct an advisory vote to approve the Fiscal 2025 compensation of our named executive officers (“Say on Pay Vote”)(3) | Majority of votes cast | No effect | No effect | |||||||||||||
| 3 | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for Fiscal 2026 | Majority of votes cast | No effect | Your broker, bank, or nominee may vote in its discretion | |||||||||||||
(1)You may “abstain” from voting for Proposals 1, 2, and 3. Abstentions will be excluded entirely from the vote and will have no effect.
(2)Under NYSE Rules, Proposal 3 is considered a “routine” proposal on which brokers are permitted to vote in their discretion even if the beneficial owners do not provide voting instructions. However, Proposals 1 and 2 are not considered to be routine matters and brokers will not be entitled to vote thereon unless beneficial owners provide voting instructions.
(3)As an advisory vote, the results of the vote for the Say on Pay Vote are not binding upon the Company, but the Board and our Compensation Committee will consider carefully the results of voting on this proposal.
| Abercrombie & Fitch Co. | 78 | 2026 Proxy Statement | ||||||
ADDITIONAL INFORMATION ABOUT OUR ANNUAL MEETING AND VOTING
What are the Board’s recommendations for the proposals to be acted upon at the Annual Meeting and how will my shares be voted?
Subject to revocation, all forms of proxy that are properly completed and timely received will be voted in accordance with the instructions you give. If no instructions are given (except in the case of broker non-votes), the persons named as proxies will vote the shares of Common Stock in accordance with the recommendations of the Board. The Board’s recommendations are set forth together with the description of each proposal in this Proxy Statement. The Board’s recommendations are summarized in the table below.
| Proposal | Board Vote Recommendation | For More Information, See Page | |||||||||
| 1 | Elect the nine director nominees named in the Proxy Statement to serve until the 2027 Annual Meeting of Stockholders | FOR each director nominee | |||||||||
| 2 | Conduct an advisory vote to approve the Fiscal 2025 compensation of our named executive officers (“Say on Pay Vote”) | FOR | |||||||||
| 3 | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for Fiscal 2026 | FOR | |||||||||
Who can vote at the Annual Meeting?
Only holders of shares of the Company’s Common Stock of record at the close of business on April 6, 2026 or such stockholders’ proxies are entitled to receive notice of, and vote at, the Annual Meeting. At the close of business on April 6, 2026, there were 44,738,525 shares of Common Stock outstanding and entitled to vote. There are no other voting securities of the Company outstanding. Stockholders as of the Record Date are entitled to one vote per share. Each share of Common Stock is entitled to one vote for each director nominee and one vote with respect to each of the other matters to be voted upon at the Annual Meeting. To be able to vote your shares at the Annual Meeting, the records of the Company must show that you held your shares at the close of business on April 6, 2026.
How do I attend the Annual Meeting?
You can attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/ANF2026. You will not be able to attend the Annual Meeting in person. The live webcast of the Annual Meeting will begin promptly at 10:00 a.m., Eastern Time, on Wednesday, June 3, 2026. All interested parties may attend and listen to the live webcast of the Annual Meeting. If you are a stockholder of record, you may electronically vote your shares and submit questions at the Annual Meeting by using the 16-digit control number that is printed in the box on your Notice of Internet Availability of Proxy Materials or proxy card (if you received a printed copy of the proxy materials). We recommend that you log in at least 15 minutes before the Annual Meeting to ensure ample time to complete the check-in procedures. A replay of the Annual Meeting audio webcast will be available on our website for approximately one year following the Annual Meeting.
You do not need to attend the Annual Meeting to vote. Even if you plan to attend the Annual Meeting, please submit your vote in advance as instructed in this Proxy Statement.
What is a Notice of Internet Availability of Proxy Materials?
In accordance with rules adopted by the SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are permitted to furnish our proxy materials, including the Notice of Annual Meeting of Stockholders, this Proxy Statement, and our Annual Report, by providing access to such documents over the internet. Generally, stockholders will not receive printed copies of the proxy materials unless they request them.
We began mailing a Notice of Internet Availability of Proxy Materials on or about April 20, 2026 to holders of record of shares of our Common Stock at the close of business on April 6, 2026. At the same time, we provided those stockholders with access to our online proxy materials and filed our proxy materials with the SEC. The Notice of Internet Availability of Proxy Materials contains information on how to access the Notice of Annual Meeting of Stockholders, the Proxy Statement, the form of proxy, and our Annual Report over the internet, as well as instructions on how to request a paper copy of the proxy materials. Registered stockholders who
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ADDITIONAL INFORMATION ABOUT OUR ANNUAL MEETING AND VOTING
prefer to receive a paper or email copy of our proxy materials must follow the instructions provided in the Notice of Internet Availability of Proxy Materials for requesting such materials.
The Notice of Internet Availability of Proxy Materials only identifies the items to be voted on at the Annual Meeting. You cannot vote by marking the Notice of Internet Availability of Proxy Materials and returning it. The Notice of Internet Availability of Proxy Materials provides instructions on how to cast your vote. If you wish to request proxy materials by email, please send a blank email to [email protected] including in the subject line the information that is printed in the box on your Notice of Internet Availability of Proxy Materials. Requests, instructions, and other inquiries sent to this email address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 20, 2026 to facilitate timely delivery of the proxy materials.
A notice that directs beneficial owners of our shares to the website where they can access our proxy materials is to be forwarded to each beneficial stockholder by the brokerage firm, bank, or other holder of record that is considered the registered owner with respect to the shares of the beneficial stockholder. Such brokerage firm, bank, or other holder of record is to also provide each beneficial owner of our shares with instructions on how the beneficial stockholder may request a paper or email copy of our proxy materials.
To enroll in the electronic delivery service for future stockholder meetings, use your Notice of Internet Availability of Proxy Materials (or proxy card, if you received printed copies of the proxy materials) to register online at www.proxyvote.com and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.
What is the difference between holding shares as a holder of record and as a beneficial owner?
If, at the close of business on April 6, 2026, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC (“EQ”), you are considered a holder of record with respect to those shares, and the Notice of Internet Availability of Proxy Materials was sent directly to you. As a holder of record, you may vote your shares electronically at the Annual Meeting or by proxy.
If, at the close of business on April 6, 2026, your shares were held in an account at a brokerage firm, bank, or other similar organization, then you are the beneficial owner of shares held in “street name,” and a notice directing you to the website where you can access our proxy materials is being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization how to vote the shares in your account. If that organization is not given specific direction, shares held in the name of that organization may not be voted and will not be considered as present and entitled to vote on any matter to be considered at the Annual Meeting other than the ratification of the appointment of the Company’s independent registered public accounting firm. Please direct your broker how to vote your shares following the instructions provided by your broker.
How do I vote my shares?
If you are a registered stockholder (i.e., you hold your shares of record), you may vote your shares using one of the following methods (please also see the information provided above and below concerning the difference in how to vote if you hold shares beneficially through a brokerage firm, bank, or other nominee instead of as the registered holder — beneficial holders should follow the voting instructions provided by their respective nominees):
•Over the internet. Go to www.proxyvote.com. Have available the information that is printed in the box on your Notice of Internet Availability of Proxy Materials and visit www.proxyvote.com. You can use the internet 24 hours a day, seven days a week, to submit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on June 2, 2026. Have your proxy card (if you requested a printed copy of the proxy materials) or Notice of Internet Availability of Proxy Materials in hand when you access the website and follow the instructions to obtain your records and create an electronic voting instruction form.
•By telephone. Call 1-800-690-6903. You can use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on June 2, 2026. Have your proxy card (if you requested a printed copy of the proxy materials) or Notice of Internet Availability of Proxy Materials in hand when you call and follow the instructions.
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ADDITIONAL INFORMATION ABOUT OUR ANNUAL MEETING AND VOTING
•By mail. If you received a printed copy of the proxy materials, you may submit your vote by completing, signing, dating, and mailing your proxy card and returning it in the postage-paid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than June 2, 2026 to be voted at the Annual Meeting.
•During the Annual Meeting. Visit www.virtualshareholdermeeting.com/ANF2026. Registered stockholders may attend the Annual Meeting via the internet and vote electronically during the Annual Meeting. Have available the information that is printed in the box on your Notice of Internet Availability of Proxy Materials or your proxy card (if you requested a printed copy of the proxy materials) in hand when you access the website and follow the instructions to vote during the Annual Meeting.
If, prior to the Annual Meeting, you vote over the internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated, and returned a proxy card. If, prior to the Annual Meeting, you vote over the internet or by telephone, do not return a proxy card unless you intend to revoke your previously submitted proxy.
If I am a stockholder holding shares in “street name,” how do I vote?
If you hold your shares in “street name” with a brokerage firm, bank, or other nominee, the holder of record will send you instructions as to how to instruct the holder of record to vote your shares. Your broker is permitted to vote your shares with respect to the “routine” proposal to ratify the appointment of the Company’s independent registered public accounting firm without your instruction as to how to vote but will not be permitted to vote your shares with respect to any of the other proposals at the Annual Meeting without your instructions as to how to vote.
If you hold your shares in “street name,” you should have received a Notice of Internet Availability of Proxy Materials or voting instructions from the brokerage firm, bank, or other nominee holding your shares. You should follow the instructions in the Notice of Internet Availability of Proxy Materials, or voting instructions provided by your broker or other nominee, in order to instruct your broker or other nominee on how to vote your shares. The availability of telephone and internet voting will depend on the voting process of your broker or other nominee.
What is a “broker non-vote”?
A “broker non-vote” occurs when a stockholder holds our shares of Common Stock in “street name” through a broker or similar organization, and the stockholder does not provide the broker or other organization with instructions within the required timeframe before the Annual Meeting as to how to vote the shares on “non-routine” matters. The only proposal that is considered “routine” is the ratification of the appointment of the Company’s independent registered public accounting firm. Under NYSE Rules, your broker cannot vote your shares on non-routine matters unless your broker receives instructions from you as to how to vote.
How can I revoke my proxy or change my vote?
If you are a registered stockholder, you can revoke your proxy at any time before it is actually exercised to vote your shares at the Annual Meeting by:
•Signing and returning a new proxy card with a later date — only your latest-dated proxy card received by June 2, 2026 will be counted;
•Submitting a later-dated vote by telephone or over the internet — only your latest telephone or internet proxy received by 11:59 p.m., Eastern Time, on June 2, 2026 will be counted;
•Participating in the Annual Meeting live via the internet and voting online during the Annual Meeting; or
•Delivering a written revocation to our Corporate Secretary at 6301 Fitch Path, New Albany, Ohio 43054, to be received no later than June 2, 2026.
If you hold your shares in “street name,” you must contact the broker or other nominee holding your shares and follow the instructions of the broker or other nominee to revoke or change your vote.
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ADDITIONAL INFORMATION ABOUT OUR ANNUAL MEETING AND VOTING
Who is paying for the cost of this proxy solicitation?
This solicitation of proxies is made by and on behalf of the Board. In addition to mailing the Notice of Internet Availability of Proxy Materials (or, if applicable, paper copies of this Proxy Statement, the Notice of Annual Meeting of Stockholders, the proxy card, and our Annual Report) to registered stockholders as of the close of business on April 6, 2026, the brokers, banks, and other nominees holding our shares for beneficial owners must notify the beneficial owners for whom they hold shares as to where they can access our proxy materials, in order that such shares may be voted. Solicitation may also be made by our directors, officers, and select other Company associates telephonically, electronically, or by other means of communications. Directors, officers, and associates who help us in the solicitation will not be specially compensated for those services, but they may be reimbursed for their out-of-pocket expenses incurred in connection with the solicitation. In addition, the Company has retained Innisfree to aid in the solicitation of proxies for a fee of $20,000, plus out-of-pocket expenses.
The Company will reimburse Innisfree, as well as brokerage firms, banks, and other custodians, fiduciaries, and nominees, who are record holders of shares of our Common Stock not beneficially owned by them for their reasonable costs in sending proxy materials to stockholders who beneficially own our shares. The Company will bear the costs incurred in connection with the solicitation of proxies on behalf of the Board, other than the internet access or telephone usage fees that may be charged to stockholders.
What is householding?
In order to reduce expenses, we are taking advantage of certain SEC rules, commonly known as “householding,” that permit us to send: (i) a single set of proxy materials or (ii) a single Notice of Internet Availability of Proxy Materials to multiple registered stockholders who share an address, unless we have received contrary instructions from one or more of such stockholders. A registered stockholder at a shared address may call Broadridge, toll free, at 1-866-540-7095, or write to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717, to: (i) request additional copies of the proxy materials, or the Notice of Internet Availability of Proxy Materials; (ii) notify the Company that such registered stockholder wishes to receive separate proxy materials or Notice of Internet Availability of Proxy Materials, as applicable, in the future; or (iii) notify the Company that such registered stockholders sharing an address wish to receive a single set of proxy materials or Notice of Internet Availability of Proxy Materials, as applicable, if such stockholders are currently receiving multiple copies. If you hold shares of Common Stock in “street name,” you may revoke your consent to householding by notifying your broker.
Are there any cumulative voting rights in the election of directors?
No.
What constitutes a quorum to hold and transact business at the Annual Meeting?
A quorum for the Annual Meeting is one-third of the outstanding shares of Common Stock. If you are a registered stockholder and submit a proxy, your shares of Common Stock will be counted to determine whether we have a quorum, even if you abstain or fail to provide voting instructions on any of the proposals described in this Proxy Statement and listed on the form of proxy. If your shares of Common Stock are held in the name of your broker or other nominee and you do not instruct your broker or other nominee how to vote your shares of Common Stock, these shares will still be counted for purposes of determining the presence or absence of a quorum for the transaction of business if your broker or other nominee submits a proxy.
How many votes do I have?
Stockholders as of the Record Date are entitled to one vote per share. Each share of Common Stock is entitled to one vote for each director nominee and one vote with respect to each of the other proposals to be voted on.
How are votes tabulated?
The results of stockholder voting will be tabulated by Broadridge, our virtual meeting administrator, and American Election Service LLC will act as the independent inspector of election appointed for the Annual Meeting.
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ADDITIONAL INFORMATION ABOUT OUR ANNUAL MEETING AND VOTING
What should I do if I have other questions regarding voting or require any assistance with voting my shares?
If you have any questions or require any assistance with voting your shares, please contact Innisfree, our proxy solicitor, using the contact information listed below:
Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, NY 10022 | Stockholders May Call Toll-Free: (888) 750-5834 (from the United States and Canada) Stockholders May Call: +1 (412) 232-3651 (from other locations) Banks and Brokers May Call Collect: (212) 750-5833 | |||||||||||||
What should I do if I require technical support during the Annual Meeting?
If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be provided on the Annual Meeting website login page.
Other Matters
As of the date of this Proxy Statement, the Board knows of no matter that will be presented for action by the stockholders at the Annual Meeting other than those discussed in this Proxy Statement. If any other matter requiring a vote of the stockholders properly comes before the Annual Meeting, the individuals acting under the proxies solicited by the Board will vote and act according to their best judgments in light of the conditions then prevailing, to the extent permitted under applicable law.
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Appendix A — Non-GAAP Measures
Non-GAAP Financial Measures
This Proxy Statement includes references to certain adjusted non-GAAP financial measures, including adjusted operating income and adjusted operating margin. We believe that the use of the non-GAAP financial measures presented are useful to investors as they provide a measure of the Company’s operating performance excluding the effect of certain items which we believe do not reflect our future operating outlook. Non-GAAP financial measures should be used supplemental to, and not as an alternative to, our GAAP financial results, and may not be calculated in the same manner as similar measures presented by other companies.
Reconciliation | ||||||||||||||
Adjusted Operating Income and Adjusted Operating Margin | ||||||||||||||
| (in thousands) | ||||||||||||||
2025 | ||||||||||||||
| Net sales | $5,266,292 | |||||||||||||
2025 | ||||||||||||||
| Operating income | $699,143 | |||||||||||||
Excluded items(1) | $38,574 | |||||||||||||
| Adjusted operating income | $660,569 | |||||||||||||
(1) Excluded items consist of a one-time litigation benefit | ||||||||||||||
Performance Metrics
We use non-GAAP measures for certain of our performance metrics, including: (i) Adjusted EBIT, a performance metric used in our annual cash incentive performance plan, (ii) Net Sales on a constant currency basis (“Constant Currency Net Sales”), a performance metric used in our annual cash incentive performance plan, and (iii) Avg. Adjusted EBIT Margin, a performance metric used in connection with our performance share awards. The definitions of, and explanations of items excluded from the calculations of, these performance measures are included here.
Annual Cash Incentive Program
Adjusted EBIT
Adjusted EBIT, a non-GAAP metric, is a performance metric used in the Company’s annual cash incentive program. “Adjusted EBIT” reflects GAAP net income (loss), excluding interest and taxes for each measurement season. It may include certain adjustments such as restructurings, discontinued operations and all items of gain, loss or expense determined to be unusual in nature and/or infrequent in occurrence or related to the disposal of a segment of a business, and/or as otherwise determined by the Compensation Committee in its sole discretion.
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APPENDIX A - NON-GAAP MEASURES
In Fiscal 2025:
•40% of the Adjusted EBIT metric was determined based on the financial results for the Spring season, which included first and second fiscal quarter combined GAAP net income (loss) excluding interest and taxes less non-GAAP adjustments.
•60% of the Adjusted EBIT metric was determined based on the financial results for the Fall season, which included third and fourth fiscal quarter combined GAAP net income (loss) excluding interest and taxes less non-GAAP adjustments.
•Adjusted EBIT excluded the impact of bonuses payable under the annual cash incentive program and foreign currency exchange rate fluctuations relative to the rates that were used in establishing the target performance metrics. In addition, in Fiscal 2025 Adjusted EBIT also excluded approximately $4.0 million of legal expenses related to litigation matters (net of insurance recoveries, as applicable), a net benefit of approximately $36.9 million from settlements related to certain litigation matters, and $74.8 million of tariff-related impacts, all as described in more detail in the Compensation Discussion & Analysis.
Constant Currency Net Sales
Constant Currency Net Sales, a non-GAAP metric, is a performance metric used in the Company’s annual cash incentive program.
In Fiscal 2025:
•40% of the Constant Currency Net Sales metric was determined based on the financial results for the Spring season.
•60% of the Constant Currency Net Sales metric was determined based on the financial results for the Fall season.
•The Constant Currency Net Sales metric excluded the effect of foreign currency exchange rate fluctuations relative to the rates that were used in establishing the target performance metrics.
Long-Term Equity Incentive Awards
Average Adjusted EBIT Margin
Three-Year Average Non-GAAP EBIT Margin Percent (referred to in this Proxy Statement as “Average Adjusted EBIT Margin”) is a performance metric used in the Company’s performance share awards for the Fiscal 2023 to Fiscal 2025 cycle, the Fiscal 2024 to Fiscal 2026 cycle, and the Fiscal 2025 to Fiscal 2027 cycle.
Average Adjusted EBIT Margin is equal to the straight average of the Adjusted EBIT Margin Percent (as defined below, and adjusted as provided for below) results for each fiscal year of the three-year performance period. Adjusted EBIT Margin Percent is equal to the EBIT for each fiscal year of the three-year performance period (with EBIT defined as net income less interest and income taxes as reported in the Company’s consolidated financial statements for each such year in accordance with GAAP), with such adjustments or exclusions as provided herein, divided by the corresponding fiscal year’s net sales (as reported in the Company’s consolidated financial statements in accordance with GAAP), and expressed as a percentage.
Certain exclusions and adjustments for the measurement of EBIT Margin Percent were approved by the Compensation Committee at the beginning of each performance period. For the performance share awards for the performance share awards for the Fiscal 2023 to Fiscal 2025 cycle, the Fiscal 2024 to Fiscal 2026 cycle, and the Fiscal 2025 to Fiscal 2027 cycle, the measure of EBIT Margin Percent will exclude or adjust for the impact of the following: impact of changes in accounting principles (i.e., cumulative effect of GAAP changes); impact of changes in accounting policies that were not contemplated in the initial targets; impacts of changes in tax structures or statutory rates that result in a cumulative EBIT impact of greater than $5.0 million (per fiscal year) for the performance period; all items of gain, loss or expense for the performance period related to an exit activity (including flagship closures); impairment of long-lived assets, finite- or indefinite-lived intangible assets, or goodwill; impacts from total legal settlements in excess of a cumulative amount of $5.0 million (per fiscal year) during the performance period; impacts from charges or gains from the early extinguishment of funded debt obligations and/or lease obligations; and impacts of acquisition-related costs for acquisitions of business(es) as defined under GAAP.
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