DEF 14A

Annual Meeting Date: June 9, 2021,

10:00 a.m., Eastern Daylight Time

Virtual Stockholder Meeting:

www.virtualshareholdermeeting.com/ANF2021

Record Date: April 12, 2021

DEF 14A 1 d174719ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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Abercrombie & Fitch Co.
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LOGO

2021 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

LOGO

April 26, 2021

Dear Fellow Stockholders:

You are cordially invited to join us for the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Abercrombie & Fitch Co. (the “Company,” “we” or “our”) to be held at 10:00 a.m., Eastern Daylight Time, on Wednesday, June 9, 2021. The Annual Meeting will be held as a virtual meeting of stockholders, to be conducted exclusively online via live webcast.

You will be able to participate in the Annual Meeting, submit questions during the Annual Meeting and vote your shares electronically during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ANF2021. Because the Annual Meeting is being conducted electronically, you will not be able to attend the Annual Meeting in person. Details regarding how to participate in the live webcast of the Annual Meeting and the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement, which you are urged to read carefully.

In Fiscal 2020, our global teams remained agile and responded quickly and effectively to the unprecedented near-term challenges posed by the COVID-19 pandemic. As a result, despite the difficult environment, we made progress executing against our four key transformation initiatives: Optimizing our global store network; Enhancing our digital and omnichannel capabilities; Increasing the speed and efficiency of our concept-to-customer product life cycle; and Improving our customer engagement through our loyalty programs and marketing optimization. We increased our digital penetration from 33% of annual revenue in Fiscal 2019 to 54% in Fiscal 2020. We have thoughtful plans in place to continue to invest in digital and omnichannel capabilities and enhancements to create best-in-class customer experiences while growing profitably across channels. On our path to strategically refine our global footprint, we removed 1.1 million underproductive gross square feet, or 17% of our global base, reflecting the closure of 137 locations, including 129 non-flagship stores and eight flagship stores. As the COVID-19 pandemic reshaped customer behaviors, we flexed our model to fulfill elevated digital demand and utilized data and analytics to offer the right products, at the right time, and the right price. We also leveraged data, including our loyalty programs, to engage with customers across channels and drive more efficient and effective marketing spend. These actions were supported by key investments in senior talent, including building our user experience and data and analytics teams.

We have elected to take advantage of Securities and Exchange Commission rules that allow us to furnish proxy materials to certain stockholders over the Internet instead of mailing printed copies to each stockholder. By doing so, we save costs and reduce our impact on the environment. If you have received the Notice of Internet Availability of Proxy Materials, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained in the Notice of Internet Availability of Proxy Materials.

It is important that your shares be represented at the Annual Meeting, whether or not you plan to participate in the Annual Meeting online. Accordingly, after reading the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement, please promptly submit your proxy by telephone, by mail or over the Internet as described in the Proxy Statement. If you submit your proxy over the Internet, you will have the opportunity to agree to receive future stockholder documents electronically via e-mail, and we encourage you to do so.

If you have any questions or require any assistance with voting your shares, please contact Innisfree M&A Incorporated, our proxy solicitor, toll-free at (888) 750-5834 or directly at (412) 232-3651. Banks and brokers may call collect at (212) 750-5833.

LOGO

Fran Horowitz, Chief Executive Officer

Terry L. Burman, Non-Executive Chairman of the Board

Notice of Annual Meeting of Stockholders

To Our Stockholders:

The Proxy Statement accompanying this Notice of Annual Meeting of Stockholders is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Abercrombie & Fitch Co. (the “Company,” “we” or “our”) for use at the Annual Meeting to be held virtually and exclusively online via live webcast on Wednesday, June 9, 2021, at 10:00 a.m., Eastern Daylight Time, for the following purposes:

To elect eleven directors, each to serve for a term of one year to expire at the 2022 Annual Meeting of Stockholders;

To vote on a non-binding advisory resolution to approve executive compensation;

To approve an amendment to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates to authorize 1,100,000 additional shares;

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2022; and

To transact any other business which properly may be brought before the Annual Meeting.

The Proxy Statement describes each of these items in detail. The Company has not received notice of any other matters that properly may be presented at the Annual Meeting.

We began mailing a Notice of Internet Availability of Proxy Materials on or about April 26, 2021, to holders of record of shares of Class A Common Stock, par value $0.01 per share (the “Common Stock”), of the Company at the close of business on April 12, 2021. At the same time, we provided those stockholders with access to our online proxy materials and filed our proxy materials with the Securities and Exchange Commission. The Notice of Internet Availability of Proxy Materials contains information on how to access this Notice of Annual Meeting of Stockholders, the Proxy Statement, the form of proxy and our Annual Report 2020, which includes our Annual Report on Form 10-K for the fiscal year ended January 30, 2021, over the Internet, as well as instructions on how to request a paper copy of the proxy materials.

Only stockholders of record at the close of business on April 12, 2021, the date established by the Board as the record date, are entitled to receive notice of, and vote at, the Annual Meeting. All stockholders are invited to attend the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/ANF2021. To participate in and vote at the Annual Meeting, 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 (if you requested a printed copy of the proxy materials). Even if you plan to participate in the Annual Meeting, we urge you to vote as soon as possible by telephone, by mail or over the Internet as described in the Proxy Statement.

By Order of the Board of Directors,

LOGO

Gregory J. Henchel

Senior Vice President, General Counsel and Corporate Secretary

April 26, 2021

LOGO

Table of Contents



Proxy Statement Summary			1

About Abercrombie & Fitch Co.			1

2021 Annual Meeting Of Stockholders			1

Items of Business			2

Executive Compensation Highlights			3

COVID-19 Response			6

Corporate Governance Highlights			7

Stockholder Engagement Highlights			7

Environmental and Social Highlights			7

Questions and Answers			7

Proposal 1 — Election of Directors			8

Majority Vote Standard in Uncontested Director Election			8

Director Nominations			8

Director Qualifications and Consideration of Director Candidates			9



Corporate Governance			19

Role of the Board			19

Board Leadership Structure			19

Committees of the Board and Meeting Attendance			19

Board Role in Risk Oversight			25

Environmental and Social Matters			27

Board Evaluation Process			29

Board Refreshment			29

Directors Who Substantially Change Their Job Responsibility			29

Director Independence and Related Person Transactions			30

Anti-Hedging Policy			32

Compensation and Organization Committee Interlocks and Insider Participation			32

Communications with the Board			32

Compensation of Directors			33

Proposal 2 — Non-Binding Advisory Resolution to Approve Executive Compensation			36

Compensation Discussion and Analysis			37

Executive Summary			37

Compensation Structure and Highlights			41

Base Salary			42

Annual Cash Incentive Program			43

Long-Term Equity Incentives			45

Approved Compensation Design Changes for Fiscal 2021			48

Equity Grant Policy			49



Benefits			49

Process of our Compensation and Organization Committee			49

Setting Executive Compensation			50

Executive Severance Agreements and Change-in-Control Benefits			51

Clawback Policy			52

Stock Ownership Guidelines			53

Tax Deductibility of Compensation under Internal Revenue Code Section 162(m)			53

Compensation Considerations Related to Accounting			54

Report of the Compensation and Organization Committee on Executive Compensation			54

Executive Officer Compensation			55

Summary Compensation Table			55

Grants of Plan-Based Awards			57

Outstanding Equity Awards			58

Restricted Stock Units Vested and Performance Share Awards Earned			59

Nonqualified Deferred Compensation			59

Potential Payments Upon Termination or Change of Control			61

CEO Pay Ratio			64

Ownership of Our Shares			65

Equity Compensation Plans			68

Proposal 3 — Approval of an Amendment to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates to Authorize 1,100,000 Additional Shares			70

Background of the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates			70

Reasons to Approve the Amendment to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates			71

Summary of the 2016 Associates LTIP, as Proposed to be Amended			72

United States Federal Income Tax Consequences			78

Audit and Finance Committee Matters			81

Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm			84

Stockholder Proposals for 2022 Annual Meeting			85

Questions and Answers About Our Annual Meeting and Voting			86

Other Matters			92



Appendix A — Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan For Associates [as proposed to be amended]			A-1

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

About Abercrombie & Fitch Co.

Abercrombie & Fitch Co. (the “Company,” “A&F,” “we” or “our”) is a global multi-brand omnichannel specialty retailer. Our products are sold primarily through our digital channels and Company-owned stores, as well as through various third-party arrangements. We offer a broad assortment of apparel, personal care products and accessories for men, women and kids under our two brand-based operating segments: Hollister, which includes our Hollister and Gilly Hicks brands; and Abercrombie, which includes our Abercrombie & Fitch and abercrombie kids brands. The brands share a commitment to offering unique products of enduring quality and exceptional comfort that allow customers around the world to express their own individuality and style. We operate primarily in North America, Europe and Asia. Our principal executive offices are located at 6301 Fitch Path, New Albany, Ohio 43054.

2021 Annual Meeting Of Stockholders

Stockholders as of the record date are entitled to one vote per share. Each share of Class A Common Stock, $0.01 par value per share (the “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.

Even if you plan to participate in the Annual Meeting online, please vote as soon as possible and, in any event, prior to 11:59 p.m., Eastern Daylight Time, on June 8, 2021. Only registered stockholders as of the record date may vote during the Annual Meeting. Any beneficial owner of shares must follow the procedures provided by the brokerage firm, bank, or other registered holder of such shares for obtaining a legal proxy to vote such shares at the Annual Meeting. You can also vote prior to the Annual Meeting in one of the following ways:

LOGO

Go to www.proxyvote.com: You can use the Internet 24 hours a day to transmit your voting instructions. 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.

Call 1-800-690-6903: You can use any touch-tone telephone. 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.

If you received a printed copy of the proxy materials, you may submit your vote by completing, signing, and dating your proxy card and returning it in the postage-paid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

The Company cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Proxy Statement or made by the Company, our management or our spokespeople involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company’s control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” and similar expressions may identify forward-looking statements. Future economic and industry trends that could potentially impact revenue and profitability are difficult to predict. Therefore, there can be no assurance that the forward-looking statements included in this Proxy Statement will prove to be accurate. In light of the significant uncertainties in the forward-looking statements included herein, including the uncertainty surrounding COVID-19, the inclusion of such information should not be regarded as a representation by the Company, or any other person, that the objectives of the Company will be achieved. The forward-looking statements included herein are based on information presently available to the management of the Company. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

YOUR VOTE IS IMPORTANT

Please carefully review the proxy materials for the 2021 Annual Meeting of Stockholders and follow the instructions above to cast your vote on all voting matters.


Abercrombie & Fitch Co. 2021 Proxy Statement		1

Items of Business


Proposal	Board Vote Recommendation	For More Information, See Page
Proposal 1 – Election of Eleven Directors	FOR each director nominee	8
Proposal 2 – Non-Binding Advisory Resolution to Approve Executive Compensation	FOR	36
Proposal 3 – Approval of an Amendment to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates to Authorize 1,100,000 Additional Shares	FOR	70
Proposal 4 – Ratification of Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending January 29, 2022	FOR	84

Proposal 1 – Election of Eleven Directors to a One-Year Term

Upon the unanimous recommendation of our Nominating and Board Governance Committee, the Board of Directors of the Company (the “Board”) has unanimously nominated and unanimously recommends a vote “FOR” each of the following nominees for election as a director to the Board for a one-year term, eligible for re-election in 2022:


Nominee, Age	Director Since	Committees	Independent

Kerrii B. Anderson, 63	February 2018	Audit and Finance (Chair); Nominating and Board Governance

Terry L. Burman, 75 Non-Executive Chairman of the Board	January 2014	Executive (Chair)

Felix J. Carbullido, 54	August 2019	Compensation and Organization; Corporate Social Responsibility

Susie Coulter, 55	May 2020	Corporate Social Responsibility

Sarah M. Gallagher, 69	June 2014	Nominating and Board Governance; Corporate Social Responsibility

James A. Goldman, 62	May 2020	Compensation and Organization; Nominating and Board Governance

Michael E. Greenlees, 74	February 2011	Audit and Finance; Compensation and Organization

Fran Horowitz, 57 Chief Executive Officer	February 2017	Executive	No

Helen E. McCluskey, 66	February 2019	Compensation and Organization (Chair); Audit and Finance

Kenneth B. Robinson, 66	February 2021	Audit and Finance

Nigel Travis, 71	February 2019	Nominating and Board Governance (Chair); Audit and Finance; Executive

Proposal 2 – Non-Binding Advisory Resolution to Approve Executive Compensation

We are asking stockholders to approve a non-binding advisory resolution to approve the compensation of our named executive officers for the fiscal year ended January 30, 2021 (“Fiscal 2020”). The Board recommends a vote “FOR” this proposal because we believe our executive compensation policies and practices are effective in aligning the interests of our named executive officers (sometimes referred to herein as our “NEOs”) with the achievement of our financial goals and the creation of long-term stockholder value.


Abercrombie & Fitch Co. 2021 Proxy Statement		2

Proposal 3 – Approval of an Amendment to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates to Authorize 1,100,000 Additional Shares

We are asking stockholders to approve an amendment to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates to authorize 1,100,000 additional shares of Common Stock needed to continue to make grants to executive officers and employees, or as referred to by the Company, “associates,” of the Company and our subsidiaries consistent with historic grant practices. The Board recommends a vote “FOR” this proposal to enable the Company to continue to pay competitively and assist in attracting, retaining and motivating highly talented executive officers and other associates.

Proposal 4 – Ratification of Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending January 29, 2022

We are asking stockholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 29, 2022 (“Fiscal 2021”). The Board recommends a vote “FOR” this proposal.

Executive Compensation Highlights

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:


Practices We Employ		Practices We Avoid

Emphasis on at-risk pay		No excise tax gross-up payments

Rigorous performance metrics		No hedging of equity securities

Stock ownership guidelines		No pledging of equity securities

Benchmark NEO pay against a compensation peer group		No modification of out-of-the money stock options or stock appreciation rights

Incentive compensation clawback policy

Annual “say on pay” vote

The following table summarizes the compensation elements provided for our NEOs in Fiscal 2020:


Element	Purpose	Metric
Base Salary	Fixed annual cash compensation to attract and retain executive officers	Established after review of base salaries of executive officers of 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 Operating Cash Flow (as defined on page 44) performance against pre-established goals
Long-Term Incentive Awards	Performance-based, market-based and service-based equity compensation to reward 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”) based 100% on Relative Total Shareholder Return (“TSR”) performance compared to our compensation peer group 50% Service-based Restricted Stock Units (“RSUs”) that vest ratably over three years

Compensation Program Changes for Fiscal 2020 in Response to COVID-19

We entered Fiscal 2020 optimistic about the significant progress made in the fiscal year ended February 1, 2020 (“Fiscal 2019”) to optimize our global store network, enhance digital and omnichannel capabilities, increase the speed and efficiency of our product life cycle, and improve customer engagement. In January 2020, we began to experience


Abercrombie & Fitch Co. 2021 Proxy Statement		3

business disruptions in the Asia-Pacific (“APAC”) region as a result of COVID-19 and in February 2020, the situation escalated as the scope of COVID-19 worsened beyond the APAC region, with the United States, and the Europe, Middle East and Africa (“EMEA”) region experiencing significant outbreaks. As a result, in January 2020, we temporarily closed the majority of our stores in the APAC region and in March 2020, we temporarily closed our stores across brands in North America and the EMEA region. In addition, we recommended associates who were able to perform their role remotely do so. In parallel to implementing a temporary reduction in work schedules and furloughing North America and EMEA region store associates, we implemented a temporary reduction in pay for our most senior leaders. While we did place some associates on temporary furlough, we funded 100% of the health premiums for eligible associates impacted by those measures for a period of time.

In the midst of these difficult decisions, our priority throughout the pandemic has been the well-being of our associates, our customers and our communities. We proactively closed our global stores in response to the pandemic. Similarly, we quickly pivoted to a work from home model to reduce the risk of spreading COVID-19 within our home offices. Throughout our global stores and global offices, we followed local government-mandated guidelines to mitigate the spread of COVID-19 and to keep our customers, our associates and our communities safe. Across our global operations, we put in place a range of additional measures to provide safe working environments. We provided increased cleaning and sanitizing of equipment and common areas, as well as temperature and wellness checks, and adjusted shifts, break times and facilities set up to support appropriate social distancing at all times, among other things. We continued to follow local government and health organizations’ recommendations and made changes to our operations as and when the situation required them. As our stores began to reopen, we followed a similar approach of increasing our health and safety protocols, including requiring masks for all associates and customers (depending on geographic region), reducing hours, increasing cleaning, and managing occupancy limits.

We leaned into our omnichannel capabilities and introduced Curbside Pickup where possible to give our customers another safe option of shopping our brands. As the situation evolved, we remained committed to providing relevant updates to our associates and our customers. This included providing ongoing resources to our associate population to help them manage the unprecedented situation through activations including Wellness Wednesday sessions, access to tele-health services, mental wellness resources, parenting resources, and more.

We acted decisively to adopt a COVID-19 operating playbook focused on optimizing digital operations, preserving liquidity, and managing cash flows. Ultimately, we grew digital penetration to 54% of annual revenue in Fiscal 2020 from 33% in Fiscal 2019, expanded our gross profit rate by 110 basis points and fortified our balance sheet to end the year with $1.3 billion of liquidity. Our Compensation and Organization Committee also adopted a number of changes to our compensation programs for Fiscal 2020 to support our updated operating playbook and reflect the extraordinary and uncertain operating environment for Fiscal 2020. Typically, our Compensation and Organization Committee approves the structure and goals for the annual and long-term incentive awards in February and March of each fiscal year. As the impact of the COVID-19 pandemic spread in February and March 2020, our Compensation and Organization Committee closely monitored its impact on the business and the associated implications for the Fiscal 2020 incentive plans – including the selection of metrics critical to a successful navigation of the pandemic and the Company’s ability to set performance goals that were both rigorous and realistic. Due to the substantial uncertainty in the global business environment created by the COVID-19 pandemic, our Compensation and Organization Committee determined to postpone decision-making with respect to most aspects of the Fiscal 2020 incentive design until more was known of the depth and breadth of the pandemic’s impacts on the Company’s operations (particularly with respect to the duration of mandated and voluntary store closures around the globe). In March 2020, our Compensation and Organization Committee approved grants of service-based RSUs only, generally in amounts equal to 40% of the NEOs’ overall target long-term incentive award value for Fiscal 2020 (an equivalent proportion to the overall long-term incentive award value as was issued in service-based RSUs for Fiscal 2019). All remaining decisions relating to the establishment of an annual cash incentive program for Fiscal 2020 and the form and structure of the remaining 60% of the NEOs’ overall long-term incentive award value for Fiscal 2020 were postponed to the second half of the year for approval at our Compensation and Organization Committee’s August 2020 meeting. The decision to grant a portion of the Fiscal 2020 long-term incentive award value in service-based RSUs in March 2020 reflected our Compensation and Organization Committee’s desire to provide a degree of continuity and stability to participating associates, including the NEOs, at a time when the nature, form and timing of the Company’s remaining incentive programs were yet to be determined.


Abercrombie & Fitch Co. 2021 Proxy Statement		4

(and to what extent) the Company’s digital business would offset lost revenues from store closures. Accordingly, the Company quickly shifted its focus to ensuring that adequate financial resources were in place to sustain operations and emerge from the economic downturn in a competitive position, regardless of the timeline for recovery. After careful consideration, our Compensation and Organization Committee ultimately determined that the Company’s ability to generate operating cash flow would be the best measure of performance for Fiscal 2020 in light of the ongoing focus on liquidity and the role that both sales performance and expense control play in driving operating cash flow. Our Compensation and Organization Committee viewed each of these objectives as critical to motivating leaders to navigate through the pandemic in a way that would position the Company for sustained, long-term success in Fiscal 2021 and beyond. Additional considerations included: (i) the difficulty of setting Adjusted EBIT goals when it was not clear whether, and at what capacity, stores would remain open around the globe; and (ii) the potential for unintended consequences in measuring relative sales performance over the short-term (e.g., promotional activity by a comparator company to clear excess inventory could distort relative results). As discussed further below, our Compensation and Organization Committee also sought to elevate the importance of relative measurement in the long-term incentive award by increasing the weighting of Relative TSR to 100% of the Fiscal 2020 to Fiscal 2022 PSAs.

In August 2020, our Compensation and Organization Committee granted the remainder of the Fiscal 2020 long-term incentive award value, including the performance-based component, and approved the Fiscal 2020 annual cash incentive program. The final incentive compensation program design reflected the following changes relative to the Fiscal 2019 incentive compensation program design:


Element	Change for Fiscal 2020	Rationale
Annual Cash Incentive Program	Replaced Adjusted EBIT with Operating Cash Flow as the sole metric	Reinforced the Company’s focus on liquidity and expense management in light of the pandemic’s impact on Company operations, including significant and prolonged store closures
	Replaced seasonal measurement (previously 30% Spring, 70% Fall) with an annual measurement	Reflected both: (i) the timing of the program’s approval; and (ii) the emphasis on efforts to ensure an end-of-year liquidity position that would serve as a foundation for future Company success in Fiscal 2021 and beyond
	Added a scorecard of controllable and uncontrollable factors expected to impact Operating Cash Flow results to serve as the basis for Compensation and Organization Committee discretion at year-end (if / as applicable)	Established a framework for our Compensation and Organization Committee to assess the quality and sustainability of Operating Cash Flow results in light of the extraordinary circumstances of the COVID-19 pandemic

	Increased the weighting of the overall long-term incentive award value delivered in service-based RSUs to 50% (from 40%), with a corresponding reduction in the weighting of performance-based PSAs to 50% (from 60%) With consideration to the 40% of overall long-term incentive award value delivered in service-based RSUs in March 2020, an additional 10% of overall long-term incentive award value was granted in service-based RSUs in August 2020 and 50% of the overall long-term incentive award value was granted in performance-based PSAs in August 2020	Modestly increased the retentive orientation of the program during a period of extraordinary uncertainty while maintaining at least a 50% weighting for performance-based PSAs

Long-Term Incentive Awards	Focused performance-based PSA measurement exclusively on relative TSR (previously relative TSR was equally weighted alongside Average Return on Invested Capital (“Average ROIC”) and Net Sales Compound Annual Growth Rate (“Net Sales CAGR”)) Note: Maintained a three-year performance period and requirement for 55^{th percentile TSR performance for a target payout}	Reflected the Company’s inability to establish meaningful and appropriate goals for Average ROIC and Net Sales CAGR metrics due to uncertainty about the depth and duration of the pandemic’s impact on the Company’s operations over a multi-year period Ensured continued alignment with stockholder returns

	Replaced relative TSR comparator group with the publicly-traded peers within the Company’s compensation peer group (previously measured against the S&P Retail Select Index)	Reflected the divergent impacts of the COVID-19 pandemic on “non-essential” and “essential” retailers and focused relative measurement on other “non-essential” retailers


Abercrombie & Fitch Co. 2021 Proxy Statement		5

Compensation Program Changes for Fiscal 2021

Looking ahead to Fiscal 2021, we will continue to prioritize the health and safety of our associates and our customers, and we believe the decisions made during Fiscal 2020 have positioned the Company’s business for long-term growth and future value creation. Our Compensation and Organization Committee approved several changes to the Company’s compensation program for Fiscal 2021, which reflect a transition back toward an incentive design approach more similar to the incentive design framework that was in place prior to Fiscal 2020, while also acknowledging that significant economic uncertainty remains ahead:

Return to measuring 100% Adjusted EBIT in the annual cash incentive program;

Return to Spring and Fall seasonal measurement for the annual cash incentive program;

Continue to grant long-term incentive awards in a mix of 50% PSAs and 50% service-based RSUs; and

PSAs will be earned based on three equally weighted metrics: Three-Year Net Sales Growth Rate Over Base; Three-Year Average EBIT Margin Percent; and Three-Year Relative Total Shareholder Return.

The changes to the program in Fiscal 2020 were intended to reflect the immediate operational priorities and uncertainty around forecasting long-term performance. The changes approved for Fiscal 2021 shift back toward a focus on annual profitability and long-term growth.

Ongoing Commitment to Pay-for-Performance

We remain committed to aligning the outcomes of our short-term and long-term incentive compensation programs with the Company’s performance. For NEOs, the majority of their total compensation opportunity is at-risk, or contingent upon the Company’s financial performance and appreciation in the market price of the Company’s Common Stock.



Percentage of Chief Executive Officer’s compensation that was at-risk in Fiscal 2020			86%

Percentage of other NEOs’ compensation (on average) that was at-risk in Fiscal 2020			68%

We encourage engagement with our stockholders on compensation and other matters. This approach to stockholder outreach has driven high levels of support for the Company’s “Say on Pay” proposal in recent years.



Percentage of stockholder votes in favor of our executive compensation program at the 2020 Annual Meeting			89%

For a detailed discussion of our executive compensation program, please see the “COMPENSATION DISCUSSION AND ANALYSIS” section of this Proxy Statement beginning on page 37.

COVID-19 Response

In response to the onset of the COVID-19 pandemic, we started implementing measures and practices to help keep our customers, our associates and our communities safe and healthy. We also deepened our community support to provide resources and funding to impacted communities. Our response to COVID-19 included the following actions:


Temporarily closed stores across brands at the onset of the pandemic to help limit the spread of COVID-19, and we continue to evaluate the need for store closures by region		Continued to offer purchase-online-pickup-in-store and introduced Curbside Pickup at a majority of our United States locations to give our customers another safe option of shopping our brands

Maximized work-from-home and digital collaboration alternatives to minimize in-person meetings whenever possible		Supported the health and well-being of our associates by providing access to tele-health services, mental wellness resources, and parenting resources

Enhanced cleaning routines and installed plexiglass barriers in the majority of store locations		Conducted associate wellness checks in accordance with local government direction and followed recommended cleaning and distancing measures in our distribution centers

As stores reopened, we reduced store hours in select locations, managed occupancy limits, and encouraged contactless payment to support social distancing		Donated bottles of hand sanitizer to Operation Warm, volunteered time to support COVID-19 relief efforts, and sold face coverings through our brands, donating a portion of proceeds to our community partners


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Corporate Governance Highlights

We consistently seek to follow best practices in corporate governance and have made various changes to our policies and practices based on our commitment to high standards and in response to stockholder input. A few corporate governance highlights are as follows:


10 of 11 director nominees are independent		Diverse Board in terms of experience and skills

Directors elected annually by majority of votes cast		Separation of Chairman of the Board and Chief Executive Officer positions

64% of director nominees are diverse as to gender or race/ethnicity		Annual Board and Board committee self-assessments

Implemented “Proxy Access” by adopting amendments to our Amended and Restated Bylaws		Director resignation, retirement and confidentiality policies in effect

“Notice & Access” framework for delivery of proxy materials		Established management-led Enterprise Risk Management Committee

Established Corporate Social Responsibility Committee of the Board in Fiscal 2009		Adopted stock ownership guidelines for executive officers and directors

Stockholder Engagement Highlights

In Fiscal 2020, despite the limitations posed by the COVID-19 pandemic, we maintained ongoing and active dialogues with sell-side analysts and buy-side investors. We expect to continue to have discussions with the investment community prior to the Annual Meeting and, as a matter of policy and practice, foster and encourage engagement with our stockholders on progress against the key transformation initiatives that will enable us to drive sustainable long-term operating margin expansion.

Environmental and Social Highlights

We operate and invest in our business with a focus on the long term, which requires taking into consideration environmental and social matters that are important to our stakeholders, including our customers, our associates and our partners. In our efforts to create positive impacts within our organization and within communities we operate in, we have implemented practices and established targets to promote environmental and social stewardship. A few environmental and social highlights are as follows:


Designated as a best place to work for the LGBTQ+ community for the 15th^{consecutive year by the Human Rights Campaign}		Executed a 100% renewable electricity agreement for our global home office and two distribution centers in New Albany, Ohio, which is expected to begin in 2023

Formally launched two Associate Resource Groups for our BIPOC and LGBTQIA+ communities and allies		Trained third-party workers in Cambodia, India and Vietnam on life skills and anti-human trafficking

Donated over $5.3 million to charitable causes and $3.2 million through in-kind giving in Fiscal 2020, with the help of our partners, our customers and our associates		Established sustainability targets through 2030

Volunteered approximately 10,000 hours as our global associates remained committed to our communities		Participates in the United Nations Global Compact

Refer to “Environmental and Social Matters” within this Proxy Statement for further discussion.

Questions and Answers

Refer to the “QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING AND VOTING” section of this Proxy Statement beginning on page 86 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 may be directed to Innisfree M&A Incorporated (“Innisfree”), our proxy solicitor, toll-free at (888) 750-5834 or directly at (412) 232-3651. Banks and brokers may call collect at (212) 750-5833.


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Proposal 1 — Election of Directors

There are currently thirteen directors serving on the Board, all of whose terms expire at the Annual Meeting.

On February 4, 2021, the Board, upon the unanimous recommendation of our Nominating and Board Governance Committee, unanimously approved the increase in the size of the Board from twelve to thirteen directors and unanimously elected Kenneth B. Robinson to fill the vacancy created by the increase. Mr. Robinson was recommended to our Nominating and Board Governance Committee as a result of a director search conducted by a third-party global executive search firm retained by our Nominating and Board Governance Committee.

Archie M. Griffin and Charles R. Perrin, both current directors whose terms on the Board will end immediately prior to the Annual Meeting, are not standing for re-election. Upon the unanimous recommendation of our Nominating and Board Governance Committee, the Board took action to decrease the size of the Board from thirteen to eleven directors, effective immediately prior to the Annual Meeting upon the expiration of the terms of Messrs. Griffin and Perrin. As a result, a total of eleven directors will be elected at the Annual Meeting.

Upon the unanimous recommendation of our Nominating and Board Governance Committee, the Board has unanimously nominated Kerrii B. Anderson, Terry L. Burman, Felix J. Carbullido, Susie Coulter, Sarah M. Gallagher, James A. Goldman, Michael E. Greenlees, Fran Horowitz, Helen E. McCluskey, Kenneth B. Robinson and Nigel Travis (altogether, the “Nominees”) for election as directors at the Annual Meeting. Directors elected at the Annual Meeting will hold office for a one-year term expiring at the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) or until their respective successors are elected and qualified, subject to prior death, resignation or removal. The individuals named as proxies in the form of proxy solicited by the Board intend to vote the shares of Common Stock represented by the proxies received under this solicitation for the Nominees, unless otherwise instructed on the form of proxy. It is expected that all of the Nominees will be able to serve. However, if before the election, one or more of the Nominees are unable to serve or for good cause will not serve, the proxy holders will vote the proxies for the remaining Nominees and for any substitute nominee(s) chosen by the Board, unless the Board reduces the number of directors to be elected. If any substitute nominee(s) are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominee(s), discloses that such nominee(s) have consented to being named in the amended proxy statement and to serve if elected, and includes certain biographical and other information about such nominee(s) required by the rules of the Securities and Exchange Commission (the “SEC”). The individuals named as proxies cannot vote for more than eleven nominees for election as directors at the Annual Meeting.

Majority Vote Standard in Uncontested Director Election

In an uncontested election of directors, which we expect to be the case at the Annual Meeting, each nominee must be elected by a majority of the votes cast. Broker non-votes and abstentions will not be treated as votes cast. Proxies may not cast votes for more than eleven nominees. If an incumbent director does not receive a majority of votes cast in an uncontested election, he or she must tender his or her resignation to the Board. Our Nominating and Board Governance Committee and the Board would evaluate such resignation in light of the best interests of the Company and our stockholders and may consider any factors they deem relevant in making such determination. If the Board does not accept 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, our Nominating and Board Governance 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.

Director Nominations

Identifying director candidates

Our Nominating and Board Governance Committee considers candidates for the Board from any reasonable source, including stockholder recommendations, and does not evaluate candidates differently based on the source of the recommendation. The process for seeking and vetting additional director candidates is ongoing and is not dependent upon the existence of a vacancy on the Board. Accordingly, the Board believes that this ongoing pursuit of qualified


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candidates functions as an appropriate director succession plan. Pursuant to its charter, our Nominating and Board Governance 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 the retention of any third-party global executive search firm to assist in the search for Board candidates, the Company emphasizes that diversity is a priority. In each of Fiscal 2019, Fiscal 2020 and Fiscal 2021, our Nominating and Board Governance Committee used third-party global executive search firms to help identify and evaluate director candidates.

The Board, taking into account the recommendations of our Nominating and Board Governance Committee, selects nominees for election as directors at each annual meeting of stockholders.

Stockholder recommendations for director candidates

Stockholders may recommend director candidates for consideration by our Nominating and Board Governance Committee by giving written notice of the recommendation to the Chair of our Nominating and Board Governance Committee, in care of the Company, at the Company’s principal executive offices at 6301 Fitch Path, New Albany, Ohio 43054. In considering candidates recommended by stockholders, our Nominating and Board Governance Committee will take into consideration the needs of the Board and the qualifications of each candidate.

In addition, following thoughtful engagement with our stockholders, the Board has adopted a “Proxy Access” for director nominations bylaw that permits a stockholder, or 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 requirements in Section 2.04 of the Company’s Amended and Restated Bylaws. See page 86 in our “QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING AND VOTING” section of this Proxy Statement for more information.

Director Qualifications and Consideration of Director Candidates

When considering candidates for the Board, our Nominating and Board Governance Committee evaluates the entirety of each candidate’s credentials and, other than the age guidelines mentioned in the “CORPORATE GOVERNANCE – Board Refreshment” section of this Proxy Statement on page 29, does not have specific eligibility requirements or minimum qualifications that must be met by a candidate. However, our Corporate Governance Guidelines provide that no member of the Board may simultaneously serve on the boards of directors of more than three public companies other than the Company unless the Board has determined, upon recommendation by our Nominating and Board Governance Committee, that the aggregate number of directorships held by the individual would not interfere with the individual’s ability to carry out his or her responsibilities as a director of the Company.

In considering director candidates, our Nominating and Board Governance Committee considers those factors it deems appropriate, including:

•

The nominee’s independence, judgment, strength of character, ethics and integrity;

•

The nominee’s business or other relevant experience and skills and knowledge useful to the oversight of the Company’s business;

•

The Company’s strong commitment to diversity and inclusion at all levels of the Company; and

•

Such other factors as the members of our Nominating and Board Governance Committee conclude are appropriate in light of the needs of the Board.

The Company believes that the Board as a whole should have competency in the following areas:

•

Audit, accounting and finance;

•

Business judgment;

•

Management;

•

Industry knowledge;

•

Leadership; and

•

Strategy/vision.


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Depending on the current needs of the Board, our Nominating and Board Governance Committee may weigh certain factors more or less heavily. Our Nominating and Board Governance 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.

Board tenure and diversity

The Board and our Nominating and Board Governance Committee believe that, as a group, the directors should have diverse backgrounds and qualifications. The Company believes that the members of the Board, as a group, have such diversity in terms of backgrounds and qualifications, including varied racial, ethnicity, gender, age, experience and other attributes. During the past few years, our Nominating and Board Governance Committee has focused on ensuring continued diversity in terms of backgrounds and qualifications during refreshment activities by requiring that director candidate pools include diverse individuals meeting the recruitment criteria. The Board also benefits from directors having a range of tenures as this provides continuity and institutional knowledge. Our Nominating and Board Governance Committee continues to assess the effectiveness of this policy through monitoring the change in the composition of the Board, as reflected below.

LOGO


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Director Nominees Skills Matrix

The Company has identified the following experience, qualifications and skills from questionnaires completed by each Nominee. The list below is not exhaustive as each Nominee has a broad array of knowledge, experience and skills.

LOGO

Information regarding each Nominee is set forth below as of April 12, 2021. In addition to the information presented below, the Company believes that each of the Nominees has a reputation for the highest character and integrity and that our current directors have worked cohesively and constructively with each other and with management of the Company. The Nominees have each demonstrated business acumen and an ability to exercise sound judgment.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

EACH OF THE NOMINEES IDENTIFIED BELOW.


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Kerrii B. Anderson
Age: 63 Independent Tenure: 3 years Committees: Audit and Finance (Chair); Nominating and Board Governance	Executive Role: • Former President and Chief Executive Officer of Wendy’s International, Inc. (now The Wendy’s Company), a restaurant operating and franchising company, until that company merged with a subsidiary of Triarc Companies, Inc. to form Wendy’s/Arby’s Group, Inc. (November 2006 to September 2008) Other Public Company Boards: • Laboratory Corporation of America^® Holdings, a global life sciences company (May 2006 to present), Audit Committee (Chair); Nominating and Governance Committee • Worthington Industries, Inc., an industrial manufacturing company (September 2010 to present), Audit Committee; Compensation Committee • The Sherwin-Williams Company, a company engaged in the development, manufacture, distribution and sale of paint, coatings and related products (April 2019 to present), Compensation and Management Development Committee Previous Public Company Boards (Past Five Years): None Key Qualifications:
	• Technology & Information Security	• Risk Management and Compliance
	• Environmental & Social	• Supply Chain and Logistics
	• Finance, Audit & Accounting	• Public Company Board Experience
	• Global Business Experience	• Corporate Governance
	• Marketing	• Executive Leadership Experience
	• Operations and Strategy	• Consumer Facing Business


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Terry L. Burman, Non-Executive Chairman of the Board
Age: 75 Independent Tenure: 7 years Committee: Executive (Chair)	Executive Roles: • Non-Executive Chairman of the Board of the Company (since February 2018) and Chair of the Company’s Executive Committee (since February 2018), former Lead Independent Director of the Company (March 2017 to February 2018), former Chair of the Company’s Nominating and Board Governance Committee (June 2015 to February 2018), and former member of the Company’s Compensation and Organization Committee (February 2014 to February 2018) • Former Chief Executive Officer of Signet Jewelers Limited, a specialty jewelry retailer (March 2001 to January 2011) Other Public Company Boards: None Previous Public Company Board (Past Five Years): • Tuesday Morning Corporation, a closeout retailer of upscale decorative home accessories, housewares, seasonal goods and famous-maker gifts in the United States (February 2013 to December 2020), Chairman of the Board (December 2015 to December 2020); Nominating and Governance Committee (Chair) (September 2015 to December 2020) Other Leadership Roles: • Director of Learning Care Group, a privately-held company operating over 900 learning and daycare centers in the United States (July 2014 to present) • Member of the St. Jude Children’s Research Hospital Board of Governors (July 2004 to present), Chairman of the Board (July 2013 to June 2015 and July 2020 to present) • Board member of ALSAC, the fundraising organization of St. Jude (July 2004 to present) • Member of the Board of Trustees of the Norman Rockwell Museum (September 2016 to present) Key Qualifications:
	• Risk Management and Compliance	• Finance, Audit & Accounting
	• Public Company Board Experience	• Merchandising
	• Retail Business Experience	• Global Business Experience
	• Corporate Governance	• Executive Leadership Experience
	• Operations and Strategy


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Felix J. Carbullido
Age: 54 Independent Tenure: 1 year Committees: Compensation and Organization; Corporate Social Responsibility	Executive Roles: • Executive Vice President and Chief Marketing Officer for Williams-Sonoma, Inc. (“WSI”), a specialty retailer of home products (August 2014 to present), where he oversees marketing strategy & operations across all seven WSI Brands – Pottery Barn, PB Kids, Pottery Barn Teen, Williams-Sonoma, West Elm, Rejuvenation, and Mark and Graham • Former Senior Vice President of Pottery Barn Direct, overseeing all aspects of the online and catalog business and former Vice President, Pottery Barn E-Commerce (April 2009 to August 2014) • Former Senior Vice President of Smith & Hawken, responsible for Retail and Direct-to-Consumer channels and overseeing all aspects of merchandising, marketing and creative (February 2006 to November 2008) Other Public Company Boards/Previous Public Company Boards (Past Five Years): None Other Leadership Roles: • Executive sponsor of WSI’s Inclusion and Diversity programs (February 2015 to December 2019) • Member of Gap Inc.’s Diversity Council (January 2004 to December 2005) Key Qualifications:
	• Environmental & Social	• Merchandising
	• Retail Business Experience	• Marketing
	• Executive Leadership Experience	• Operations and Strategy
	• Consumer Facing Business


Susie Coulter
Age: 55 Independent Tenure: Less than 1 year Committee: Corporate Social Responsibility	Executive Roles: • Founder of Arq Botanics LLC, a personal care company specializing in all-natural skin care products (January 2021 to present) • Co-Founder and Chief Executive Officer of Bronty Beauty LLC, a beauty company specializing in all-natural skin care products (January 2017 to December 2020) • Former President, Beauty – Victoria’s Secret Beauty, L Brands, Inc., the beauty division of a specialty retailer of women’s intimate and other apparel (November 2012 to March 2016) • Former President, Polo Ralph Lauren Retail Stores, a subsidiary of an apparel retailer (November 2007 to October 2012) Other Public Company Boards/Previous Public Company Boards (Past Five Years): None Key Qualifications:
	• Supply Chain and Logistics	• Merchandising
	• Retail Business Experience	• Global Business Experience
	• Marketing	• Executive Leadership Experience
	• Operations and Strategy	• Consumer Facing Business


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Sarah M. Gallagher
Age: 69 Independent Tenure: 6 years Committees: Nominating and Board Governance; Corporate Social Responsibility	Executive Roles: • Former Executive Chairperson of Rebecca Taylor, a women’s apparel division of Kellwood Company (August 2014 to August 2015) • Former President of Ralph Lauren North America e-Commerce, a subsidiary of a lifestyle brand (April 2007 to April 2013) • Former President of Ralph Lauren Media LLC, a subsidiary of a lifestyle brand (November 2001 to March 2007) Other Public Company Board: • La-Z-Boy Incorporated, a leading residential furniture manufacturer with wholesale and retail distribution (August 2016 to present), Compensation Committee; Nominating and Governance Committee Previous Public Company Boards (Past Five Years): None Other Leadership Roles: • Member of the Advisory Board of ActionIQ, Inc., a customer data platform service provider (September 2018 to present) • Executive Advisor of FitforCommerce, retail consultants (August 2016 to present) Key Qualifications:
	• Public Company Board Experience	• Merchandising
	• Retail Business Experience	• Corporate Governance
	• Marketing	• Executive Leadership Experience
	• Operations and Strategy	• Consumer Facing Business


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James A. Goldman
Age: 62 Independent Tenure: Less than 1 year Committees: Compensation and Organization; Nominating and Board Governance	Executive Roles: • Senior Advisor at Eurazeo SE, a global investment firm (December 2016 to present) • Former Chief Executive Officer and member of the Board of Directors of Godiva Chocolatier, Inc., an international premium chocolate company and retailer (February 2004 to May 2014) • Former President of Food & Beverage Division at Campbell Soup Company, manufacturer and marketer of soup, sauces, beverages, biscuits, confectionary and prepared branded consumer food products (September 2001 to February 2004) Other Public Company Board: • Domino’s Pizza, Inc., a global restaurant chain and pizza delivery corporation (March 2010 to present), Nominating and Corporate Governance Committee (Chair); Audit Committee Previous Public Company Boards (Past Five Years): None Other Leadership Roles: • Board Member of Q Mixers, a privately-held United States beverage company specializing in premium branded mixers (April 2019 to present) • Board Member of Waterloo Sparkling Water Corp., a privately-held United States company specializing in carbonated sparkling water products (September 2020 to present) • Board Member of Dewey’s Bakery, a privately-held United States company specializing in premium cookie and cracker products (October 2020 to present) • Member of Board of Governors, International Tennis Hall of Fame, a nonprofit institution dedicated to preserving tennis history and honoring tennis greats (September 2012 to present) Key Qualifications:
	• Public Company Board Experience	• Global Business Experience
	• Corporate Governance	• Marketing
	• Executive Leadership Experience	• Operations and Strategy
	• Consumer Facing Business	• Finance, Audit & Accounting
	• Merchandising	• Supply Chain and Logistics


Michael E. Greenlees
Age: 74 Independent Tenure: 10 Years Committees: Audit and Finance; Compensation and Organization	Executive Roles: • Chairman of Scoota, a privately-held programmatic advertising business based in the United Kingdom (August 2013 to present) • Former member of the Board of Directors and an Executive Director of Ebiquity plc, a U.K.-based company providing data-driven insights to the global media and marketing community and listed on the London Stock Exchange’s AIM market (December 2015 to April 2016) • Former Chief Executive Officer of Ebiquity plc (October 2007 to December 2015) • Former Executive Vice President of Omnicom Group Inc., a holding company for a number of advertising and marketing services businesses (March 2001 to March 2003) Other Public Company Boards/Previous Public Company Boards (Past Five Years): None Key Qualifications:
	• Technology & Information Security	• Public Company Board Experience
	• Retail Business Experience	• Global Business Experience
	• Corporate Governance	• Marketing
	• Executive Leadership Experience	• Operations and Strategy
	• Consumer Facing Business


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Fran Horowitz, Chief Executive Officer
Age: 57 Not Independent Tenure: 4 years Committee: Executive	Executive Roles: • Chief Executive Officer and Principal Executive Officer of the Company (February 2017 to present) • Former President and Chief Merchandising Officer for all brands of the Company (December 2015 to February 2017), former member of the Office of the Chairman of the Company (December 2014 to February 2017) and former Brand President of Hollister (October 2014 to December 2015) Other Public Company Boards/Previous Public Company Boards (Past Five Years): None Other Leadership Roles: • Member of the Board of Directors of SeriousFun Children’s Network, Inc., a non-profit corporation that provides specially-adapted camp experiences for children with serious illnesses and their families, free of charge (March 2017 to present) • Member of Columbus Partnership, a non-profit organization of chief executive officers from leading businesses and institutions in Columbus, Ohio, with the goal of improving economic development in the city that is home to the Company (May 2018 to present) • Member of the Board of Directors of Chief Executives for Corporate Purpose (CECP), a CEO-led coalition that helps companies transform their social strategy by providing customized resources (October 2019 to present) Key Qualifications:
	• Public Company Board Experience	• Retail Business Experience
	• Global Business Experience	• Marketing
	• Executive Leadership Experience	• Merchandising
	• Operations and Strategy


Helen E. McCluskey
Age: 66 Independent Tenure: 2 years Committees: Compensation and Organization (Chair); Audit and Finance	Executive Roles: • Former independent director of PVH Corporation, which position she assumed following the acquisition of The Warnaco Group, Inc. (February 2013 to June 2014) • Former President, Chief Executive Officer and a member of the Board of Directors of The Warnaco Group, Inc., a company which designed, sourced, marketed, licensed and distributed a broad line of intimate apparel, sportswear and swimwear products worldwide (February 2012 to February 2013) • Former Chief Operating Officer of The Warnaco Group, Inc. (September 2010 to February 2012) Other Public Company Board: • Signet Jewelers Limited, retailer of diamond jewelry (August 2013 to present), Nomination and Corporate Governance Committee (Chair); Audit Committee; Finance Committee Previous Public Company Boards (Past Five Years): • Dean Foods Company, food and beverage company (November 2015 to May 2020), Audit Committee • Avon Products, Inc., beauty products company (July 2014 to January 2020), Compensation and Management Development Committee (Chair)) Key Qualifications:
	• Risk Management and Compliance	• Environmental & Social
	• Supply Chain and Logistics	• Finance, Audit & Accounting
	• Public Company Board Experience	• Merchandising
	• Retail Business Experience	• Global Business Experience
	• Marketing	• Executive Leadership Experience
	• Operations and Strategy


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Kenneth B. Robinson
Age: 66 Independent Tenure: Less than one year Committee: Audit and Finance	Executive Roles: • Former Senior Vice President, Audit and Controls for Exelon Corporation, a Fortune 100 energy company with the largest number of electricity and natural gas customers in the United States (August 2016 to March 2020) • Former Vice President, Global Diversity & Inclusion (July 2015 to June 2016); Former Vice President, Finance; Global Internal Audit & Governance, Risk & Compliance Leader (July 2006 to June 2015); and Former Chief Audit Executive (July 2002 to June 2006) with The Procter & Gamble Company, a leading consumer goods company Other Public Company Board: • Paylocity Holding Corporation, a leading provider of payroll and human capital management software solutions (March 2020 to present), Audit Committee Previous Public Company Boards (Past Five Years): None Other Leadership Role: • Member of Board of Directors of Morgan Stanley US Banks, National Association, national banks (August 2015 to present), Audit Committee (Chair); Risk Committee Key Qualifications:
	• Technology & Information Security	• Risk Management and Compliance
	• Environmental & Social	• Supply Chain and Logistics
	• Finance, Audit & Accounting	• Public Company Board Experience
	• Global Business Experience	• Corporate Governance
	• Executive Leadership Experience	• Consumer Facing Business
	• Operations and Strategy


Nigel Travis
Age: 71 Independent Tenure: 2 years Committees: Nominating and Board Governance (Chair); Audit and Finance; Executive	Executive Roles: • Former Non-Executive Chairman of the Board of Dunkin’ Brands Group, Inc., a quick-service restaurant franchisor (January 2019 to December 2020) • Former Executive Chairman of the Board of Dunkin’ Brands Group, Inc. (May 2013 to December 2018) and former Chief Executive Officer of Dunkin’ Brands Group, Inc. (January 2009 to July 2018) Other Public Company Board: • Advance Auto Parts, Inc., automotive aftermarket parts provider (August 2018 to present), Audit Committee Previous Public Company Boards (Past Five Years): • Dunkin’ Brands Group, Inc. (July 2011 to December 2020) • Office Depot, Inc. (now known as The ODP Corporation), provider of business services and supplies, products and technology solutions (March 2012 to May 2020), Audit Committee; Compensation Committee Key Qualifications:
	• Technology & Information Security	• Risk Management and Compliance
	• Environmental & Social	• Supply Chain and Logistics
	• Public Company Board Experience	• Retail Business Experience
	• Global Business Experience	• Corporate Governance
	• Marketing	• Executive Leadership Experience
	• Operations and Strategy	• Consumer Facing Business


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Corporate Governance

The following section discusses the Company’s corporate governance, including the role of the 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 the Company’s commitment to high standards of corporate governance, are periodically reviewed by the Board to verify they reflect its evolving corporate governance practices, policies and procedures. In addition, we have a Code of Business Conduct & Ethics, which applies to all associates and directors worldwide (including members of the Board) and incorporates an additional Code of Ethics applicable to our Chief Executive Officer, our 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 & Ethics, may be found on our Investors website at corporate.abercrombie.com on the “Corporate Governance” page within the “Our Company” section.

Role of the Board

The business and affairs of the Company are managed by, and under the direction of, the Board, which serves as the ultimate decision-making body of the Company, except for those matters reserved to (or shared with) our stockholders. The Board is responsible for overseeing management, which is, in turn, responsible for the operations of the Company. The 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. Please refer to the “CORPORATE GOVERNANCE – Committees of the Board and Meeting Attendance” section of this Proxy Statement beginning on page 19 for additional information on the Board committees.

Board Leadership Structure

The Board is currently comprised of twelve non-associate directors, all of whom are independent, and Fran Horowitz, the Company’s Chief Executive Officer. The Chairman of the Board of the Company (also known as the Company Chairman) is selected from the independent members of the Board and elected annually by a majority of the independent directors of the Company. Terry L. Burman has served as the Company’s Non-Executive Chairman of the Board (“Non-Executive Chairman”) since February 3, 2018.

As the Non-Executive Chairman, Mr. Burman has the primary responsibility for presiding over meetings of the Board and executive sessions of our independent directors and for managing the Board. The Non-Executive Chairman’s specific duties and responsibilities are specified in our Corporate Governance Guidelines, and include, without limitation: (i) organizing Board discussion items and workflow; (ii) establishing procedures to govern the Board’s work and agendas for all Board meetings; (iii) facilitating the communication between and among the independent directors and management of the Company; (iv) leading the Board’s review of the succession plan for our Chief Executive Officer and other key members of our senior management team; and (v) coordinating periodic Board input and review of management’s strategic plan for the Company and the Company’s ongoing transformation.

The Company believes that the service of Mr. Burman as our Non-Executive Chairman and Ms. Horowitz as our Chief Executive Officer has allowed for effective management of the Company’s business. In addition, the Company believes that the independent Non-Executive Chairman, together with a Board whose members (other than Ms. Horowitz) all qualify as independent including the chairs for each of our Board committees, 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 Non-Executive Chairman and for each of our standing committees, support this Board leadership structure.

Committees of the Board and Meeting Attendance

During Fiscal 2020, the Board held seven regularly-scheduled meetings of the full Board and thirteen meetings of the non-management directors (in the form of executive sessions scheduled as agenda items at regularly-scheduled meetings of the Board as well as separate meetings of the non-management directors). In addition, the Board held eight special meetings during Fiscal 2020. All of the incumbent directors attended at least 75% of the Board and Board committee meetings they were eligible to attend during Fiscal 2020 and 100% of the incumbent directors then standing for re-election attended the Company’s last annual meeting of stockholders held virtually on May 20, 2020.


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In accordance with the Company’s Corporate Governance Guidelines and applicable rules of the New York Stock Exchange (“NYSE”) set forth in the NYSE Listed Company Manual (the “NYSE Rules”), the non-management 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. Executive sessions of the non-management directors are scheduled as an agenda item at each regularly-scheduled in-person meeting of the Board. All meetings of non-management or independent directors are presided over by the Non-Executive Chairman.

Committees of the Board

The Board’s five standing committees and their current members are as follows:


Director	Audit and Finance	Compensation and Organization	Nominating and Board Governance	Corporate Social Responsibility	Executive

Kerrii B. Anderson	C		X

Terry L. Burman					C

Felix J. Carbullido		X		X

Susie Coulter				X

Sarah M. Gallagher			X	X

James A. Goldman		X	X

Michael E. Greenlees	X	X

Archie M. Griffin				C

Fran Horowitz					X

Helen E. McCluskey	X	C

Charles R. Perrin		X	X

Kenneth B. Robinson	X

Nigel Travis	X		C		X

X = Member C = Committee Chair LOGO = Audit Committee Financial Expert


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Audit and Finance Committee

Met 11 times in Fiscal 2020

Committee Members

• Kerrii B. Anderson (Chair)

• Michael E. Greenlees

• Helen E. McCluskey

- Became a member May 20, 2020

• Kenneth B. Robinson

- Became a member February 4, 2021

• Nigel Travis

James B. Bachmann, a former director, served as a member during Fiscal 2020 from February 2, 2020 until May 20, 2020.

Financial Expertise and Independence

The Board has determined that each current member of the Audit and Finance Committee meets, and during his period of service in Fiscal 2020, James B. Bachmann met, all applicable independence and financial literacy and expertise requirements under the NYSE listing standards and applicable SEC rules.

Primary Responsibilities:

To assist the Board in the oversight of:

• The integrity of the Company’s consolidated financial statements, including the review of major issues regarding accounting principles and financial statement presentation;

• The effectiveness of the Company’s systems of disclosure controls and procedures and internal control over financial reporting, including reviewing and discussing with management of the Company, the Company’s independent registered public accounting firm, and the Company’s head of the Internal Audit Department, significant deficiencies and material weaknesses in the design or operation of the Company’s internal controls, and any special audit steps adopted in response to such significant deficiencies or material weaknesses;

• The compliance by the Company and its subsidiaries with legal and regulatory requirements, including the financial reporting and disclosure process;

• The qualifications and independence of the Company’s independent registered public accounting firm;

• The performance of the Company’s internal audit function and the Company’s independent registered public accounting firm, including the resolution of disagreements between management of the Company and the Company’s independent registered public accounting firm regarding financial reporting;

• Compliance with the Company’s Code of Business Conduct & Ethics;

• The Company’s enterprise risk management framework, the risk tolerance of the Company, the Company’s major financial risk exposures, including those related to cybersecurity and the COVID-19 pandemic, and the steps management has taken to monitor and control such exposures;

• The appointment, compensation and retention of the Company’s independent registered public accounting firm on at least an annual basis;

• The appointment, compensation and retention of the chief audit executive, the head of the Company’s internal audit function;

• The annual independent audit of the Company’s consolidated financial statements; and

• The review and approval, as appropriate, of the financial plans and policies of the Company.


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Compensation and Organization Committee

Met 11 times in Fiscal 2020

Committee Members

• Helen E. McCluskey (Chair)

- Became Chair May 20, 2020

• Felix J. Carbullido

- Became a member May 20, 2020

• James A. Goldman

- Became a member May 20, 2020

• Michael Greenlees

• Charles R. Perrin

Independence

The Board has determined that each member of the Compensation and Organization Committee meets all applicable independence requirements under the NYSE listing standards and applicable SEC rules.

Primary Responsibilities:

To assist the Board in the oversight of:

• The Company’s overall compensation structure, policies and programs, discharging the Board’s responsibilities relating to our Chief Executive Officer and other officers of the Company identified in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the “Section 16 Officers”), including the Company’s executive officers, as well as other officers as determined by our Compensation and Organization Committee;

• The review and approval of metrics to be used for the determination of payouts under cash-based and equity-based incentive programs, and the administration of such programs;

• The assessment of the results of the most recent non-binding advisory vote(s) on executive compensation by the Company’s stockholders;

• The assessment of the independence of consultants, outside counsel and other advisors that provide advice to our Compensation and Organization Committee and whether the work performed by compensation consultants or other advisors who are involved in determining or recommending executive or director compensation has raised any conflict of interest that is required to be disclosed in the Company’s annual proxy statement;

• The assessment of the incentives and risks arising from or related to the Company’s compensation programs and plans;

• The recommendations made to the Board regarding compensation of the non-associate directors of the Company;

• The review and monitoring of the Company’s organizational development strategies and practices relating to recruitment, retention and development of the Company’s associates;

• The periodic review and approval of the “peer companies” used in evaluating the compensation of our Chief Executive Officer, the other Section 16 Officers and the non-associate directors;

• The review of the succession plans for our Chief Executive Officer and the other Section 16 Officers, including the executive officers of the Company; and

• Any and all welfare and retirement benefit plans for associates of the Company.


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Nominating and Board Governance Committee

Met 7 times in Fiscal 2020

Committee Members

• Nigel Travis (Chair)

- Became a member/Chair May 20, 2020

• Kerrii B. Anderson

- Became a member May 20, 2020

• Sarah M. Gallagher

• James A. Goldman

- Became a member May 20, 2020

• Charles R. Perrin

Archie M. Griffin served as a member during Fiscal 2020 from February 2, 2020 until May 20, 2020.

Independence

The Board has determined that each member of the Nominating and Board Governance Committee meets, and during his period of service in Fiscal 2020, Archie M. Griffin met, all applicable independence requirements under the NYSE listing standards and applicable SEC rules.

Primary Responsibilities:

To provide oversight on a broad range of issues surrounding the composition and operation of the Board, including:

• Identifying individuals qualified to become Board members;

• Recommending to the Board director nominees for the next annual meeting of stockholders or for appointment to fill any vacancy on the Board;

• Making recommendations to the Board and our Chairman of the Board in the area of Board committee membership selection, including Board committee chairs, and overseeing the evaluation of the Board and Board committees;

• Reviewing issues related to the Company’s governance structure, corporate governance matters and processes and risks arising from related person transactions;

• Developing and recommending to the Board a set of corporate governance principles applicable to the Company;

• Implementing the Company’s Related Person Transaction Policy;

• 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 Chief Executive Officer, in support of any political party, organization or committee, or any candidate for public office, as permitted by law;

• Reviewing and approving any requests from an officer to serve on the board of directors of a public company or of a company at which a director of the Company serves as an officer; and

• Reviewing and approving any requests from any associate, officer or director of the Company, to provide managerial or consulting services or serve on the board of directors (or similar body) of any entity that competes or has business relations with the Company, with any such approval to be reported to the Board.


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Corporate Social Responsibility Committee

Met 2 times in Fiscal 2020

Committee Members

• Archie M. Griffin (Chair)

• Felix J. Carbullido

• Susie Coulter

- Became a member May 20, 2020

• Sarah M. Gallagher

James B. Bachmann, a former director, served as a member during Fiscal 2020 from February 2, 2020 until May 20, 2020.

Primary Responsibilities:

To provide oversight of the Company’s attention to issues of social responsibility, including diversity and inclusion, health and safety, human rights, environmental and philanthropic and the Company’s policies, practices and progress with respect to such issues, including:

• Monitoring issues and practices relating to the Company’s corporate social responsibility on a global basis, health and safety matters, environmental matters, human rights matters, significant philanthropic matters, and significant community relations;

• Reviewing the prudence of having the Company prepare and publish a “Corporate Social Responsibility” report and, in the event our Corporate Social Responsibility Committee determines such a report is prudent, overseeing the preparation of such report;

• Monitoring significant programs and activities aimed at enhancing the Company’s global communications, crisis management, media relations, and community relations;

• Reviewing and monitoring the support by the Company of charitable, educational and business organizations and approving any donation by the Company or one of its affiliates in excess of an amount to be determined by our Corporate Social Responsibility Committee;

• Reviewing and consulting with our Nominating and Board Governance Committee on any stockholder proposals that relate to social responsibility issues;

• Overseeing, making recommendations and evaluating the success of the Company’s diversity and inclusion policies and programs and monitoring current trends and opportunities in corporate diversity outreach; and

• Monitoring and making recommendations to the Board with respect to the Company’s compliance with the Conflict Minerals Policy of the Company and filing necessary reports with the SEC.

Executive Committee

Met 1 time in Fiscal 2020

Committee Members

• Terry L. Burman (Chair)

• Fran Horowitz

• Nigel Travis

- Became a member May 20, 2020

Charles R. Perrin served as a member during Fiscal 2020 from February 2, 2020 until May 20, 2020.

Primary Responsibilities:

• Act on behalf of the Board in between Board meetings with respect to matters that, in the opinion of our Company Chairman, should not be postponed until the next scheduled meeting of the Board, subject to such limitations as the Board and/or applicable law may impose; and

• Take 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.


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Board Role in Risk Oversight

The Board oversees the management of risks related to the operation of our Company. As part of its oversight, the Board receives periodic reports from members of our Enterprise Risk Management Committee, which is comprised of senior management of the Company, on various aspects of risk, including our enterprise risk management program. The committees of the Board also oversee the management of risks that fall within their respective areas of responsibility. 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 each Board meeting and has the opportunity to discuss risk management with the full Board at that time.

Examples of Areas of Risk Oversight


Board		• Global pandemics, including COVID-19 • Operational Risks • Strategy • Significant Reputational and Legal Risk • Cybersecurity
Audit and Finance		• Oversight of Enterprise Risk Management Committee • Accounting and Financial Disclosure • Financing Strategy • Compliance Programs • Information Technology Risks
Compensation and Organization		• Executive Compensation Design • Company Incentive Plans • Human Capital Management
Nominating and Board Governance		• Corporate Governance • Discrimination and Harassment Policy
Corporate Social Responsibility		• Environmental Matters and Sustainability • Diversity and Inclusion

The above list does not include all areas of risk management overseen by the Board and the Board committees.

COVID-19 Risk Oversight

Throughout Fiscal 2020, the Board and relevant committees received updates from management on the COVID-19 pandemic, including elevated enterprise risks resulting from the impact to the operations of the Company. The Board held special meetings and dedicated portions of its regularly scheduled meetings to review and discuss specific COVID-19 risk topics in detail. In addition to discussions during Board and committee meetings, management also provided the Board with regular updates on COVID-19’s impact to the business through frequent written communications and teleconferences. The Board continues to receive updates and will continue to address COVID-19-related risks as part of its management of risks related to the operation of our Company.

Compensation Programs Risk Assessment

Management of the Company and our Compensation and Organization 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 and Organization Committee have concluded that there are no risks arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company. This assessment was overseen by our Compensation and Organization Committee, in consultation with its independent counsel and independent compensation consultant and considered, among other factors:

•

The Company’s compensation policies and practices in effect for our executive officers, our senior management team and our associates (e.g., metrics selected and the weighting of those metrics, performance measurement periods for incentive compensation, mix of pay, stock ownership guidelines);

•

The features we have built into the Company’s compensation programs to discourage excessive risk-taking (e.g., incentive caps, clawback provisions);


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•

The Compensation and Organization Committee’s review of market data for the senior management team and certain other designated officers when making all related pay decisions;

•

The Compensation and Organization Committee’s approval of all annual cash incentive program and performance-based RSU goals and the Compensation and Organization Committee’s associated certification of performance achievement at the conclusion of the performance period; and

•

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 37, coupled with our stock ownership guidelines and implemented clawback provisions, aligns the interests of our executive officers with stockholders by encouraging long-term superior performance without encouraging excessive or unnecessary risk-taking.


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Environmental and Social Matters

Human Capital

We strive to create a culture that drives strategic and key business priorities forward, and also encourages associates to create a positive impact in their global communities. 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. Therefore, we believe that the attraction, retention, and management of qualified talent representing diverse backgrounds, experiences, and skill sets, and fostering a diverse, equitable and inclusive work environment are integral to our success. Below are highlights of our key human capital management programs and efforts:


Compensation & Benefits						Offers competitive compensation and benefits, including cash-based and equity-based incentive awards in order to align the interests of our associates and our stockholders.
Associate Engagement						Improving associate engagement through open communication channels and focusing on development.
						Regularly holds all-company meetings to communicate with our associates and collecting feedback through surveys to better understand associate experience and drive improvements.
						Provides a wide variety of development opportunities throughout associates’ careers to be able to pivot resources to align with overall corporate strategies when necessary.
Diversity & Inclusion						Embraces diversity and inclusion in all forms, including gender, race, ethnicity, disability, nationality, religion, age, veteran, LGBTQIA+ status and other factors.
						Continuously reviews representation, pay and promotion among associates with diverse backgrounds, including those in senior leadership positions.
						Encourages associates to enhance their understanding of diversity and inclusion through our various associate resource groups which allow associates from different business functions around the world to discuss relevant topics and help address regional-specific needs.
						Invests in year-round competency building training for associates on topics of bias, allyship and advocacy.
						Recognized as a best place to work for the LGBTQ+ community by the Human Rights Campaign, receiving a 100% rating on their corporate equality index for the 15thconsecutive year.
Health and Safety						Focusing 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.
Health and Safety						Implemented a range of precautionary health and safety measures to address the risks of the COVID-19 pandemic, including requiring face coverings for customers and associates (depending on geographic region), conducting associate temperature and wellness checks, enhancing cleaning routines, installing plexiglass barriers, and following social distancing measures.

Community Involvement

We give back to the global communities in which we do business by providing support to organizations in the form of donations, volunteerism, and in-kind support. In partnership with our customers and our associates, we are proud to support community partners with a focus on youth mental health and wellness, diversity, equity and inclusion and environmental advocacy. Our associates are highly motivated and community minded, and despite challenges posed by the COVID-19 pandemic, in Fiscal 2020 our global associates volunteered approximately 10,000 hours. Also, with the help of our partners, our customers, and our associates, in Fiscal 2020 we donated over $5.3 million to charitable causes and donated $3.2 million through in-kind giving.

In response to the COVID-19 pandemic, we deepened our community support, providing resources and funding to impacted communities. We also donated bottles of hand sanitizer to Operation Warm and sold face coverings through each of our brands, donating a portion of the proceeds from the sales to our community partners.


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Additionally, to make further progress in diversity and inclusion and in support of social justice and equity, we made financial commitments and developed programs with organizations serving our global BIPOC communities. We also continued our historical support of our global LGBTQIA+ communities in Fiscal 2020, furthering education, resources and suicide prevention efforts through our product campaigns, financial donations and embedded programming for both customers and associates.

Social, Labor and Environmental Conditions

We strive to create a positive impact on our community by advancing sustainability efforts in our global home offices, stores network and supply chain. In Fiscal 2019, we became a participant of the United Nations Global Compact (“UNGC”), the world’s largest corporate citizenship and sustainability initiative, and we publicly committed to the UNGC’s Ten Principles in the areas of human rights, labor, environment and anti-corruption. As part of our commitment to the UNGC, in August 2019, we announced specific sustainability targets that build on our existing global social and environmental sustainability programs, some of which have been in place at the Company for almost 20 years. These targets align with the United Nation’s Sustainable Development Goals, which address global challenges such as poverty, inequality, climate change, environmental degradation, prosperity and peace and justice.

In Fiscal 2020, we reaffirmed our commitment to the UNGC’s Ten Principles, and we closely tracked our performance against our previously announced sustainability targets. We made important progress in Fiscal 2020, achieving several sustainability targets ahead of our 2025 timeline, and establishing additional sustainability targets through 2030. In furtherance of our overall energy goals, we signed a 13-year, 100% renewable energy supply agreement for our global home office and two distribution centers in New Albany, Ohio, which is expected to begin in 2023. We know there is no finish line to these efforts, and we aspire to raise the bar for ourselves and our peers as we continue to make further progress across our global operations.

Outside of our global store network and global home offices, we continue to invest in improving our supply chain processes by partnering with vendors, suppliers, manufacturers, contractors and subcontractors and their respective agents who respect local laws and have committed to follow the standards set forth in our Vendor Code of Conduct. Our Vendor Code of Conduct details our intentions to employ leading practices in labor and social rights, environmental responsibility and workplace safety. We also support empowerment programs such as P.A.C.E. (Personal Advancement & Career Enhancement) and PALS (Pacific Links) which provide opportunities for women in the supply chain to advance their career, education and life skills. In addition, we have provided training to third-party factory workers on a variety of topics, including life skills, anti-human trafficking, and health and safety management.

The Board’s Role in Environmental and Social Matters

Our Corporate Social Responsibility Committee, established in Fiscal 2009, is responsible for overseeing issues of social responsibility including: diversity and inclusion; health and safety matters; labor and social matters; environmental matters; significant philanthropic matters; and significant community relations. Certain of our Corporate Social Responsibility Committee’s responsibilities include the following:

•

Making recommendations and evaluating the success of the Company’s diversity and inclusion policies and programs and monitoring current trends and opportunities in corporate diversity outreach;

•

Participating in conversations with management’s Enterprise Risk Management Committee in order to assess environmental and social risks and oversee risk mitigation strategies;

•

Overseeing the Company’s development of programs and initiatives related to environmental matters, labor and social matters and reviewing our progress on our sustainability targets; and

•

Reviewing significant legal matters, if any, that involve the Company or one of its affiliates that could significantly affect the Company’s performance, business activities or reputation as a global corporate citizen.


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Board Evaluation Process

On an annual basis, the members of the Board and each Board committee conduct a confidential assessment of their performance which entails a two-part evaluation process managed by outside counsel. Our Nominating and Board Governance Committee oversees the evaluation process and reviews the procedures, which may vary from year to year. The Board believes it is important to assess its overall performance, the performance of the Board committees and the individual performance of each director. In order to serve the best interests of our stockholders and position the Company for future success, the Board reviews its overall composition, including director tenure, Board leadership structure, diversity and individual skill sets as part of the evaluation process.

LOGO

Board Refreshment

Under our Corporate Governance Guidelines, no director is to be nominated by the Board to stand for election or re-election after reaching age 75. However, the Board may nominate such a director for election or re-election if the Board believes that such director’s service on the Board is in the best interests of the Company and our stockholders. On April 17, 2021, based on a recommendation from our Nominating and Board Governance Committee, the full Board unanimously approved the nomination of Terry L. Burman for re-election to the Board and believes his continued service is in the best interests of the Company and our stockholders. Directors who have served for a varied amount of time on the Board contribute to a range of perspectives. We have a good mix of new and long-standing directors that ensures the sharing of knowledge and experience. The Board recognizes the importance of Board refreshment and the benefits to the Company from new directors and perspectives. Our commitment to Board refreshment is demonstrated by the fact that six new independent directors have joined the Board since the beginning of Fiscal 2019 — Felix J. Carbullido (age 54), Susie Coulter (age 55), James A. Goldman (age 62), Helen E. McCluskey (age 66), Kenneth B. Robinson (age 66), and Nigel Travis (age 71). In addition to years of experience as executives in the retail or consumer products industries, these individuals bring a fresh perspective to the Board.

Directors Who Substantially Change Their Job Responsibility

A director must inform our Company Chairman and the Chair of our Nominating and Board Governance Committee as promptly as feasible, in advance, if the director is contemplating a change in employment, membership on another public company 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 or might not be able to continue to serve effectively or that such service otherwise is 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 his or her responsibilities as a director of the Company, the director must immediately submit a letter of resignation or not proceed with the potential change.

If sufficient prior notice cannot be given, the director must immediately submit a letter of resignation to our Company Chairman and the Chair of our Nominating and Board Governance Committee. Upon receipt of such a letter of resignation, our Company Chairman and the Chair of our Nominating and Board Governance Committee will duly consider the matter and make a timely recommendation to the full Board of the appropriate action, if any, to be taken with respect to the resignation.


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Director Independence and Related Person Transactions

Independence determinations

The Board has reviewed, considered and discussed the relationships with the Company, both direct and indirect, of (i) each current director and (ii) James B. Bachmann, who served as a director of the Company during Fiscal 2020 from February 2, 2020 until May 20, 2020, in order to determine whether such individual meets the independence requirements of the applicable NYSE Rules. The Board has determined that twelve of the thirteen current directors of the Company as well as James B. Bachmann qualify as independent under the applicable NYSE Rules. Specifically, the Board has determined that each of Kerrii B. Anderson, Terry L. Burman, Felix J. Carbullido, Susie Coulter, Sarah M. Gallagher, James A. Goldman, Michael E. Greenlees, Archie M. Griffin, Helen E. McCluskey, Charles R. Perrin, Kenneth B. Robinson, and Nigel Travis has, and that during his period of service as a director of the Company, James B. Bachmann had, no commercial, industrial, banking, consulting, legal, accounting, charitable, familial 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.

The table below summarizes the relationships that were considered in connection with the independence determinations. None of the relationships described below was considered a material relationship that impacted the applicable director’s independence.


Director		Description of Relationship
James B. Bachmann		Mr. Bachmann, who served as a director of the Company during Fiscal 2020 from February 2, 2020 until May 20, 2020, is a former partner with Ernst & Young (“EY”), having retired in 2003. The Company and our subsidiaries from time to time engage EY for non-audit services, primarily associated with compliance and valuation services. In Fiscal 2020, Fiscal 2019 and the fiscal year ended February 2, 2019 (“Fiscal 2018”), the Company and its subsidiaries paid EY and its affiliate, Ernst & Young (China) Advisory Limited, the aggregate amount of approximately $172,700, $312,800 and $192,200, respectively, in fees. As a retired partner with respect to EY, Mr. Bachmann had no direct or indirect interest in the business relationship or transactions between EY or any of EY’s affiliates and the Company and its subsidiaries.
Nigel Travis		Mr. Travis served on the Board of Directors of Office Depot, Inc. (now known as The ODP Corporation) from March 2012 to May 2020. The Company and its subsidiaries have, from time to time, had ordinary course business transactions with Office Depot, Inc. and subsidiaries of Office Depot, Inc., in both the United States and the United Kingdom. In these transactions, the Company and its subsidiaries made payments that in the aggregate have not exceeded $122,500 in any year since the beginning of Fiscal 2018. Mr. Travis’ only interest in the underlying business relationship arose from his service as a director of Office Depot, Inc. The service by Mr. Travis on the Board while also serving as a director of Office Depot, Inc., which has a business relationship with the Company, was approved by our Nominating and Board Governance Committee.

Since the beginning of Fiscal 2018, the Company has made charitable contributions to certain charitable organizations with which one or more of the independent directors of the Company or their immediate family members are affiliated. None of these charitable contributions has exceeded $50,000 in any year within this period.

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” at the end of “ITEM 1. BUSINESS” in Part I of our Annual Report on Form 10-K for Fiscal 2020 (our “Fiscal 2020 Form 10-K”) for information about the Company’s executive officers.

Related Person Transaction Policy and Process and Conflicts of Interest

The Board has adopted the Abercrombie & Fitch Co. Related Person Transaction Policy (the “Related Person Transaction Policy”), which is administered by our Nominating and Board Governance Committee and the Company’s General Counsel. A copy of the Related Person Transaction Policy is posted on the “Corporate Governance” page within the “Our Company” section of our Investors website at corporate.abercrombie.com. The Related Person Transaction Policy applies to any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which the Company or one of its 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.


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On an annual basis, each director, director nominee, executive officer and key influencer of the Company completes a questionnaire designed to elicit information about potential related person transactions. Any potential related person transaction that is raised will be analyzed by the Company’s General Counsel, in consultation with the Company’s management and with outside counsel, as appropriate, to determine whether the transaction, arrangement or relationship constitutes a related person transaction requiring compliance with the Related Person Transaction Policy.

Pursuant to the Related Person Transaction Policy, all related person transactions (other than those deemed to be pre-approved or ratified under the terms of the Related Person Transaction Policy) will be referred to our Nominating and Board Governance Committee for approval (or disapproval), ratification, revision or termination. Our Nominating and Board Governance Committee may only approve or ratify those transactions that our Nominating and Board Governance Committee determines to be in the Company’s best interests. In making this determination, our Nominating and Board Governance Committee will review and consider all relevant information available to it. Any related person transaction previously approved or ratified by our Nominating and Board Governance Committee or otherwise already existing that is ongoing in nature is to be reviewed by our Nominating and Board Governance Committee annually.

The Code of Business Conduct & Ethics 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 its subsidiaries is a party. If a potential conflict of interest arises concerning an officer or a director of the Company, 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 Related Person Transaction Policy), submitted to our Nominating and Board Governance Committee for review and disposition.


Transactions with Related Persons in Fiscal 2020
SeriousFun Children’s Network, Inc. (“SFCN”)		The Company had a five-year arrangement with SFCN, in which the Company committed a total pledge of no less than $7,500,000 over a five-year period from January 2016 to December 2020, in-kind products donations and a donation of service hours. Due to the COVID-19 pandemic, the arrangement was extended through December 2021. In Fiscal 2020, the Company donated $900,000 to SFCN representing proceeds from the A&F Challenge, the Company’s annual fundraising campaign (the fundraising event was held virtually in Fiscal 2020 due to the COVID-19 pandemic), and in-store campaigns and $1,300,000 in goods and services. Of this donation to SFCN, $338,000 in cash and $88,000 of in-kind products were distributed to Flying Horse Farms, Inc. (“FHF”), a member camp of SFCN. Ms. Horowitz joined the Board of Directors of SFCN in March 2017 and her spouse joined the Board of Directors of FHF in April 2017. In addition, John M. Gabrielli, who served as an executive officer of the Company during Fiscal 2020 until October 3, 2020, joined the Board of Directors of FHF in March 2018. Under the Company’s Related Person Transaction Policy, any transaction where the related person’s interest derives solely from her or his position as a director of another corporation or organization that is a party to the transaction is considered pre-approved. To address any potential conflict of interest concerns, Ms. Horowitz has been advised (and during his period of service as an executive officer of the Company, Mr. Gabrielli had been advised) not to participate in any discussions, negotiations or decisions by the Company’s Board, our Corporate Social Responsibility Committee or any other persons associated with the Company with respect to contributions or donations proposed to be made to SFCN or FHF by or on behalf of the Company or its subsidiaries.
Gregory J. Henchel Senior Vice President, General Counsel and Corporate Secretary		Gregory J. Henchel has served as the Company’s Senior Vice President, General Counsel and Corporate Secretary since October 1, 2018. Mr. Henchel’s spouse is a partner in the law firm of Jones Day, which provided legal services to the Company and its subsidiaries in Fiscal 2020 and continues to do so. For providing these services, Jones Day received fees in Fiscal 2020 totaling approximately $179,000 and fees in Fiscal 2021 through March 25, 2021 totaling approximately $23,000. Mr. Henchel’s spouse does not receive any direct compensation from the fees paid to Jones Day by the Company, her ownership in Jones Day is significantly less than 1%, and the fees paid by the Company to Jones Day in Fiscal 2020 were less than 1% of Jones Day’s annual revenues. The engagement of Jones Day was reviewed and approved in accordance with the Related Person Transaction Policy.

Indemnification Arrangements with Directors and Executive Officers

The Company indemnifies the directors and the executive officers of the Company to the fullest extent permitted by the laws of Delaware against personal liability in connection with their service to the Company. This indemnification is required under the Company’s Amended and Restated Certificate of Incorporation and the Company’s Amended and


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Restated Bylaws, and we have entered into agreements with these individuals contractually obligating us to provide this indemnification to them.

Anti-Hedging Policy

The Company’s Policy Statement Regarding Trading in Company Securities and Compliance with Federal Securities Laws (the “Insider Trading Policy”) applies to directors, officers and certain associates, or “insiders,” designated by the Company’s General Counsel. Under the Insider Trading Policy, transactions that shift the economic consequences of ownership of Company securities to any third party, including the purchase or sale of puts, calls or listed options and hedging transactions, such as cap and collars, are prohibited. In addition, under the Company’s Associate Handbook, associates, whether or not considered an insider, may not at any time engage in transactions which 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.

Compensation and Organization Committee Interlocks and Insider Participation

With respect to Fiscal 2020 and from January 31, 2021 through the date of this Proxy Statement, there were no interlocking relationships between any executive officer of the Company and any entity, one of whose executive officers serves or served on our Compensation and Organization Committee or the Board, or any other relationship required to be disclosed in this section under the applicable SEC rules.

Our Compensation and Organization Committee is currently comprised of Helen E. McCluskey (Chair), Felix J. Carbullido, James A. Goldman, Michael E. Greenlees and Charles R. Perrin. Each of Messrs. Greenlees and Perrin and Ms. McCluskey served as a member of our Compensation and Organization Committee throughout Fiscal 2020. Mr. Carbullido and Mr. Goldman were appointed to our Compensation and Organization Committee on May 20, 2020.

Communications with the Board

Communications by stockholders and other interested parties to individual directors or the Board can be addressed to 6301 Fitch Path, New Albany, Ohio 43054.

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 — Non-Executive Chairman of the Board Communication,” as appropriate.

Correspondence marked “personal and confidential” will be delivered to the intended recipient without opening. There is no screening process in respect of communications from stockholders or other interested parties.


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Compensation of Directors

The Board believes that compensation paid to our non-associate directors should be competitive with other retailers of comparable size and should 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. In Fiscal 2020, the independent compensation consultant to our Compensation and Organization Committee reviewed and evaluated the Company’s compensation program for the non-associate directors and determined that average director compensation for the Board was within a competitive range of median for our peer group. As such, no changes were initially made to the non-associate director compensation program for Fiscal 2020.

Non-Associate Director Compensation Program

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 2020 was structured as follows (cash retainers were pro-rated for directors who did not serve the full year during Fiscal 2020):


Board Annual Cash Retainer Program

Non-associate director			$65,000


Board Committee Annual Cash Retainer Program	Chair		Member

Audit and Finance Committee		$40,000		$25,000

Compensation and Organization Committee		$30,000		$12,500

Nominating and Board Governance, Corporate Social Responsibility or Executive Committees		$25,000		$12,500

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 (pro-rated for a year of partial service):


Annual Grant of RSUs

Grant date fair value ⁽¹⁾			$150,000

⁽¹⁾

Granted on the date of the Company’s annual meeting of stockholders or upon the appointment of the director. 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 his or her retainers, meeting fees (which are no longer paid) and stock-based incentives the Company would otherwise pay him or her and/or the shares of our Common Stock he or she would otherwise receive upon settlement of his or her 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 of 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 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 in control of the Company. Shares of Common Stock will be distributed under the Company’s long-term incentive plans.

All non-associate directors are reimbursed for their expenses for attending meetings of the Board and Board committees and receive the discount on purchases of the Company’s merchandise extended to all Company associates.


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Non-Executive Chairman Compensation

In connection with Mr. Burman’s assumption of the role of Non-Executive Chairman of the Board, he receives additional compensation to reflect the scope of this role including: (i) his active Board leadership and collaboration with management during the Company’s ongoing transformation; and (ii) the Board’s large workload and high meeting frequency as a result of the Company’s continued commitment to proactive and strong governance practices. The additional compensation to the Non-Executive Chairman for Fiscal 2020 was structured as follows:


Non-Executive Chairman 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 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.

COVID-19 Director Compensation Reduction

We made the decision to temporarily reduce the Board cash retainer paid to our non-associate directors by 50% for the second quarter of Fiscal 2020. This temporary reduction was in line with our decision to reduce base salaries for our senior management team. All of the foregoing discussion of director cash retainers reflects the ongoing program and does not reflect the impact of the temporary reduction.

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 2020 for service on the Board.

Director Compensation for Fiscal 2020*


Name^{(1) (2)}	Fees Earned or Paid in Cash	Stock Awards⁽³⁾		Total

Kerrii B. Anderson⁽⁴⁾	$105,666		$150,000	$255,666

James B. Bachmann⁽⁵⁾	$28,894		—	$28,894

Terry L. Burman	$181,875		$250,000	$431,875

Felix J. Carbullido	$78,750		$150,000	$228,750

Susie Coulter⁽⁶⁾	$47,898		$150,000	$197,898

Sarah M. Gallagher	$81,875		$150,000	$231,875

James A. Goldman^{(4) (6)}	$56,690		$150,000	$206,690

Michael E. Greenlees	$100,268		$150,000	$250,268

Archie M. Griffin	$85,584		$150,000	$235,584

Helen E. McCluskey	$99,265		$150,000	$249,265

Charles R. Perrin	$89,293		$150,000	$239,293

Nigel Travis	$108,249		$150,000	$258,249

*The aggregate value of the perquisites and other personal benefits received by each of the individuals named in this table for Fiscal 2020 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.

⁽²⁾	Kenneth B. Robinson is not included in the table above since he did not become a director of the Company until February 4, 2021, which was after the end of Fiscal 2020.

⁽³⁾

Each of the current non-associate directors, other than Kenneth B. Robinson who was not then serving as a non-associate director, was granted an award of RSUs covering 13,205 shares of Common Stock on May 20, 2020, the date of the 2020 Annual Meeting. The amount of $150,000 included in the total amount shown in this column for each of the current non-associate directors (other than Mr. Robinson) is reported using the grant date fair value of the award, as computed in accordance with generally accepted accounting principles (“GAAP”), of $11.36 per RSU, based upon the closing price of the Company’s Common Stock on the grant date ($11.36) 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 the Company’s Fiscal 2020 Form 10-K for the assumptions used in calculating the amounts shown and information regarding the


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Company’s share-based compensation. Each award of RSUs granted on the date of the 2020 Annual Meeting remained outstanding at January 30, 2021. Mr. Bachmann was not granted an award of RSUs since he was no longer serving as a director of the Company after the 2020 Annual Meeting.

Mr. Burman was granted RSUs covering an additional 8,803 shares of Common Stock on May 20, 2020, the date of the 2020 Annual Meeting. The amount of $100,000 included in the total amount shown in this column for Mr. Burman is reported using the grant date fair value of the award, as computed in accordance with GAAP, of $11.36 per RSU, based upon the closing price of the Company’s Common Stock on the grant date ($11.36) 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 the Company’s Fiscal 2020 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. Burman on the date of the 2020 Annual Meeting remained outstanding at January 30, 2021.

The aggregate number of RSUs outstanding as of January 30, 2021 held by each individual who served as a non-associate director of the Company at any time during Fiscal 2020 is provided under the table captioned “Directors’ Outstanding RSUs” below.

⁽⁴⁾

During Fiscal 2020, Ms. Anderson and Mr. Goldman deferred $10,567 and $56,690 of their respective retainers, pursuant to the Directors’ Deferred Compensation Plan. The deferred portion of each of Ms. Anderson’s and Mr. Goldman’s retainer is included in the amount shown in the “Fees Earned or Paid in Cash” column.

⁽⁵⁾	Mr. Bachmann’s term as a director of the Company ended immediately prior to the Company’s 2020 Annual Meeting.

⁽⁶⁾	Each of Ms. Coulter and Mr. Goldman first became a director of the Company upon their election at the 2020 Annual Meeting on May 20, 2020.

Directors’ Outstanding RSUs

The following table summarizes outstanding RSUs as of January 30, 2021 held by each individual who served as a non-associate director of the Company at any time during Fiscal 2020.


Name ^{(1) (2)}	Number of Outstanding RSUs

Kerrii B. Anderson		13,205

James B. Bachmann		—

Terry L. Burman		22,008

Felix Carbullido		13,205

Susie Coulter		13,205

Sarah M. Gallagher		13,205

James A. Goldman		13,205

Michael E. Greenlees		13,205

Archie M. Griffin		13,205

Helen E. McCluskey		13,205

Charles R. Perrin		13,205

Nigel Travis		13,205

⁽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.

⁽²⁾	Kenneth B. Robinson is not included in the above table since he did not become a director of the Company until February 4, 2021, which was after the end of Fiscal 2020.


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Proposal 2 — Non-Binding Advisory Resolution to Approve Executive Compensation

We are asking stockholders to approve a non-binding advisory resolution to approve the Company’s executive compensation as reported in this Proxy Statement. As described below in the “COMPENSATION DISCUSSION AND ANALYSIS” section of this Proxy Statement beginning on page 37, the Company made modest changes to our executive compensation program in Fiscal 2020, which were intended to further align our incentive plans with key financial metrics and Company strategy.

Stockholders are urged to read the “COMPENSATION DISCUSSION AND ANALYSIS,” which describes in more detail how the Company’s executive compensation policies and procedures achieve the Company’s compensation objectives and how and why our Compensation and Organization Committee arrived at its executive compensation decisions for Fiscal 2020 and beyond. Stockholders are also encouraged to review the “Fiscal 2020 Summary Compensation Table” beginning on page 55 of this Proxy Statement and the related compensation tables, notes and narrative, which provide detailed information on the compensation of the NEOs.

In accordance with Rule 14a-21(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as a matter of good corporate governance, the Company is 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 an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Fiscal 2020 Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 2021 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 and Organization Committee will carefully review and consider the voting results when evaluating our executive compensation programs for Fiscal 2022 and future years. The Board’s current policy is to include a non-binding advisory resolution regarding approval of the compensation of our NEOs as an agenda item for each annual meeting of stockholders.

OUR COMPENSATION AND ORGANIZATION COMMITTEE AND THE FULL BOARD UNANIMOUSLY RECOMMEND THAT YOU VOTE “FOR” THE APPROVAL OF THE NON-BINDING ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

The approval of this proposal requires the affirmative vote of a majority in voting interest of the stockholders present in person or by proxy and voting thereon. Under applicable NYSE Rules, broker non-votes will not be treated as votes cast. Abstentions will not be counted as votes “FOR” or “AGAINST” the proposal.


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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 executive compensation tables that follow and who are listed below.


NEO		Position During Fiscal 2020

Fran Horowitz		Chief Executive Officer

Scott Lipesky		Senior Vice President, Chief Financial Officer

Kristin Scott		President, Global Brands

Gregory J. Henchel		Senior Vice President, General Counsel and Corporate Secretary

John M. Gabrielli ⁽¹⁾		Former Senior Vice President, Chief Human Resources Officer

⁽¹⁾	Mr. Gabrielli left the Company on October 3, 2020.

Executive Summary

We entered Fiscal 2020 optimistic about the significant progress made in Fiscal 2019 to optimize our global store network, enhance digital and omnichannel capabilities, increase the speed and efficiency of our product life cycle, and improve customer engagement. In January 2020, we began to experience business disruptions in the APAC region as a result of COVID-19 and in February 2020, the situation escalated as the scope of COVID-19 worsened beyond the APAC region, with the United States, and the EMEA region experiencing significant outbreaks. As a result, in January 2020, we temporarily closed the majority of our stores in the APAC region and in March 2020, we temporarily closed our stores across brands in North America and the EMEA region. In addition, we recommended associates who were able to perform their role remotely do so. In parallel to implementing a temporary reduction in work schedules and furloughing North America and EMEA region store associates, we implemented a temporary reduction in pay for our most senior leaders. While we did place some associates on temporary furlough, we funded 100% of the health premiums for eligible associates impacted by those measures for a period of time.


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and Organization Committee closely monitored its impact on the business and the associated implications for the Fiscal 2020 incentive plans – including the selection of metrics critical to a successful navigation of the pandemic and the Company’s ability to set performance goals that were both rigorous and realistic. Due to the substantial uncertainty in the global business environment created by the COVID-19 pandemic, our Compensation and Organization Committee determined to postpone decision-making with respect to most aspects of the Fiscal 2020 incentive design until more was known of the depth and breadth of the pandemic’s impacts on the Company’s operations (particularly with respect to the duration of mandated and voluntary store closures around the globe). In March 2020, our Compensation and Organization Committee approved grants of service-based RSUs only, generally in amounts equal to 40% of the NEOs’ overall target long-term incentive award value for Fiscal 2020 (an equivalent proportion to the overall long-term incentive award value as was issued in service-based RSUs for Fiscal 2019). All remaining decisions relating to the establishment of an annual cash incentive program for Fiscal 2020 and the form and structure of the remaining 60% of the NEOs’ overall long-term incentive award value for Fiscal 2020 were postponed to the second half of the year for approval at our Compensation and Organization Committee’s August 2020 meeting. The decision to grant a portion of the Fiscal 2020 long-term incentive award value in service-based RSUs in March 2020 reflected our Compensation and Organization Committee’s desire to provide a degree of continuity and stability to participating associates, including the NEOs, at a time when the nature, form and timing of the Company’s remaining incentive programs were yet to be determined.

Over the course of Summer 2020, our Compensation and Organization Committee evaluated a variety of possible approaches to the Fiscal 2020 annual cash incentive program in light of the uncertainties created by the COVID-19 pandemic. At that point, the duration and severity of the pandemic were unknown, and it was difficult to predict whether (and to what extent) the Company’s digital business would offset lost revenues from store closures. Accordingly, the Company quickly shifted its focus to ensuring that adequate financial resources were in place to sustain operations and emerge from the economic downturn in a competitive position, regardless of the timeline for recovery. After careful consideration, our Compensation and Organization Committee ultimately determined that the Company’s ability to generate operating cash flow would be the best measure of performance for Fiscal 2020 in light of the ongoing focus on liquidity and the role that both sales performance and expense control play in driving operating cash flow. Our Compensation and Organization Committee viewed each of these objectives as critical to motivating leaders to navigate through the pandemic in a way that would position the Company for sustained, long-term success in Fiscal 2021 and beyond. Additional considerations included: (i) the difficulty of setting Adjusted EBIT goals when it was not clear whether, and at what capacity, stores would remain open around the globe; and (ii) the potential for unintended consequences in measuring relative sales performance over the short-term (e.g., promotional activity by a comparator company to clear excess inventory could distort relative results). As discussed further below, our Compensation and Organization Committee also sought to elevate the importance of relative measurement in the long-term incentive award by increasing the weighting of Relative TSR to 100% of the Fiscal 2020 to Fiscal 2022 PSAs.


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Element	Change for Fiscal 2020		Rationale
Annual Cash Incentive Program		Replaced Adjusted EBIT with Operating Cash Flow as the sole metric	Reinforced the Company’s focus on liquidity and expense management in light of the pandemic’s impact on Company operations, including significant and prolonged store closures
		Replaced seasonal measurement (previously 30% Spring, 70% Fall) with an annual measurement	Reflected both: (i) the timing of the program’s approval; and (ii) the emphasis on efforts to ensure an end-of-year liquidity position that would serve as a foundation for future Company success in Fiscal 2021 and beyond
		Added a scorecard of controllable and uncontrollable factors expected to impact Operating Cash Flow results to serve as the basis for Compensation and Organization Committee discretion at year-end (if / as applicable)	Established a framework for our Compensation and Organization Committee to assess the quality and sustainability of Operating Cash Flow results in light of the extraordinary circumstances of the COVID-19 pandemic
Long-Term Incentive Awards		Increased the weighting of the overall long-term incentive award value delivered in service-based RSUs to 50% (from 40%), with a corresponding reduction in the weighting of performance-based PSAs to 50% (from 60%) With consideration to the 40% of overall long-term incentive award value delivered in service-based RSUs in March 2020, an additional 10% of overall long-term incentive award value was granted in service-based RSUs in August 2020 and 50% of the overall long-term incentive award value was granted in performance-based PSAs in August 2020	Modestly increased the retentive orientation of the program during a period of extraordinary uncertainty while maintaining at least a 50% weighting for performance-based PSAs
		Focused performance-based PSA measurement exclusively on relative TSR (previously relative TSR was equally weighted alongside Average ROIC and Net Sales CAGR) Note: Maintained a three-year performance period and requirement for 55^th percentile TSR performance for a target payout	Reflected the Company’s inability to establish meaningful and appropriate goals for Average ROIC and Net Sales CAGR metrics due to uncertainty about the depth and duration of the pandemic’s impact on the Company’s operations over a multi-year period Ensured continued alignment with stockholder returns
		Replaced relative TSR comparator group with the publicly-traded peers within the Company’s compensation peer group (previously measured against the S&P Retail Select Index)	Reflected the divergent impacts of the COVID-19 pandemic on “non-essential” and “essential” retailers and focused relative measurement on other “non-essential” retailers

Return to measuring 100% Adjusted EBIT in the annual cash incentive program;

Return to Spring and Fall seasonal measurement for the annual cash incentive program;

Continue to grant long-term incentive awards in a mix of 50% PSAs and 50% service-based RSUs; and

PSAs will be earned based on three equally weighted metrics: Three-Year Net Sales Growth Rate Over Base; Three-Year Average EBIT Margin Percent; and Three-Year Relative Total Shareholder Return.


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Pay-for-Performance Culture

We remain committed to: (i) creating sustainable, long-term value for stockholders by increasing accountability for the performance of the Company’s brands; and (ii) aligning the outcomes of the Company’s short-term and long-term compensation programs with the Company’s performance. In Fiscal 2020, we successfully implemented liquidity and expense management efforts in response to COVID-19, managed significant growth and had a very strong performance in our digital business and had a strong holiday season in terms of sales and gross margin. As a result of these efforts, Fiscal 2020 Operating Cash Flow exceeded expectations and the maximum goal established by our Compensation and Organization Committee (which had been set to be roughly equal to the average Operating Cash Flow achieved for Fiscal 2017 through Fiscal 2019), despite a significant decline in net sales primarily due to the adverse impact of COVID-19 on store sales. Over a longer time horizon, Fiscal 2018 to Fiscal 2020 Return on Invested Capital was negatively impacted by COVID-19 in Fiscal 2020 and resulted in below-threshold performance while share price performance resulted in achievement at the 53^rd percentile of the comparator group. Thus, payouts for the Fiscal 2018 to Fiscal 2020 PSAs were earned between threshold and target. The Company’s pay-for-performance culture is evidenced by those incentive outcomes in Fiscal 2020:


Fiscal 2020 Annual Cash Incentive Program Achievement
Overall Company Operating Cash Flow (100% weighting)			200%


Fiscal 2018 to Fiscal 2020 PSA Achievement
Fiscal 2018 to Fiscal 2020 Average ROIC (50% weighting)			0%
Fiscal 2018 to Fiscal 2020 Relative TSR vs. S&P Retail Select Index (50% weighting)			94.3%
Weighted Average			47.2%

Our commitment to rigorous goal-setting, even during a challenging retail environment, is further evidenced by the trending performance levels for our outstanding PSA cycles following a year in which we adjusted our operating playbook as we grappled with the impacts of COVID-19 on our business and continued to execute on our operational priorities. COVID-19 created significant headwinds for the Average ROIC and Net Sales CAGR metrics measured in the Fiscal 2019 to Fiscal 2021 cycle. As a result, we are unlikely to achieve threshold Average ROIC and Net Sales CAGR goals. That said, both outstanding PSA cycles measure Relative TSR performance (33% weighting in the Fiscal 2019 to Fiscal 2021 cycle and 100% in the Fiscal 2020 to Fiscal 2022 cycle). Strong share price performance over the second half of Fiscal 2020 has resulted in the following trending performance relative to the respective PSA goals:

Trending Performance of Outstanding PSA Cycles

Performance Period

Net Sales CAGR Tranche

Average ROIC Tranche

Relative TSR Tranche

Fiscal 2019 to Fiscal 2021

Trending below threshold

Trending between threshold and target

Fiscal 2020 to Fiscal 2022

N/A

Trending between target and
maximum

Impact of Stockholder Outreach

In Fiscal 2020, despite the limitations posed by the COVID-19 pandemic, we maintained ongoing and active dialogues with sell-side analysts and buy-side investors. These efforts resulted in discussions with approximately 70% of our top ten actively managed stockholders and conversations with new investors. We expect to continue to have discussions with the investment community prior to the Annual Meeting and, as a matter of policy and practice, foster and encourage engagement with our stockholders on progress against the key transformation initiatives that will enable us to drive sustainable long-term operating margin expansion. This approach to stockholder outreach has driven high levels of support for the Company’s “Say on Pay” proposal in recent years.


Percentage of stockholder votes in favor of our executive compensation program at the 2020 Annual Meeting			89%

The Company annually reviews and considers the outcome of the “Say on Pay” vote. In light of stockholders’ continued strong support for our executive compensation program and based on feedback received from our stockholders throughout the year, no changes were made as a direct result of the 2020 “Say on Pay” vote.


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Compensation Structure and Highlights

An overview of our compensation programs for our NEOs in Fiscal 2020 is shown below:


Element	Purpose	Metric

Base Salary	Fixed annual cash compensation to attract and retain executive officers	Established after review of base salaries of executive officers of 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 Operating Cash Flow performance against pre-established goals

Long-Term Incentive Awards	Performance-based and service-based equity compensation to reward 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 based 100% on Relative TSR performance compared to the compensation peer group 50% Service-based RSUs that vest ratably over three years


Percentage of Chief Executive Officer’s compensation that was at-risk in Fiscal 2020			86%
Percentage of other NEOs’ compensation (on average) that was at-risk in Fiscal 2020			68%

Key Objectives of the Compensation Program

We operate in a fast-paced and highly-competitive specialty retail environment that is experiencing 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 these individuals. 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:

LOGO Drive high performance to achieve financial goals and create long-term stockholder value;

LOGO Reflect our strong team-based culture; and

LOGO Provide compensation opportunities that are competitive with those offered by similar specialty retail

organizations and other companies with which the Company competes for high caliber executive talent.


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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:



✓	Emphasis on At- Risk Pay	For NEOs, the majority of their total compensation opportunity is contingent upon the Company’s financial performance and appreciation in the market price of the Company’s Common Stock.

✓	Rigorous Performance Metrics	Both the annual cash incentive payouts and the PSA awards are earned based on the Company meeting challenging financial results. Fiscal 2020 annual cash incentive payouts were based on single-year Operating Cash Flow results and Fiscal 2020 to Fiscal 2022 PSAs are based on Relative TSR over a three-year period. Further, our Relative TSR must be at the 55th percentile versus the compensation peer group in order for our Relative TSR-based PSAs to pay out at target.

✓	Stock Ownership Guidelines	Executive officers and directors are subject to stock ownership guidelines that align their long-term financial interests with those of the Company’s stockholders.

✓	Incentive Compensation Clawback Policy	Each of the plans pursuant to which annual and long-term incentive compensation may be paid to the Company’s executive officers includes a stringent “clawback” provision, which allows the Company to seek repayment of any incentive amounts that were erroneously paid, without any requirement of misconduct on the part of the plan participant.

×	No 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 the Company are subject to the golden parachute excise tax under Sections 280G and 4999 of the Internal Revenue Code.

×	No Derivatives and Hedging	The Company prohibits associates (including the NEOs) and directors from engaging in hedging transactions with respect to any equity securities of the Company held by them.

×	No Pledging	The Company prohibits associates (including the NEOs) and directors from pledging any equity securities of the Company held by them.

×	No Modification of Out-of-the-Money Awards	The Company prohibits “repricing” of stock options or stock appreciation rights (“SARs”) and any other modification of out-of-the-money awards without stockholder approval.

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.

Our Compensation and Organization Committee reviews the base salaries of the NEOs annually in the first quarter of the fiscal year, with additional reviews upon significant changes in an individual’s role. The base salaries of the NEOs are determined based upon an assessment of a number of factors, including the individual’s current base salary, job responsibilities, internal pay equity considerations, 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 a compensation peer group. Our Compensation and Organization Committee established Fiscal 2020 base salaries with reference to market data published by the companies in the peer group described below and surveys published by Equilar.

Due to the business impact of COVID-19 in March and April 2020, our Compensation and Organization Committee elected to cancel all previously planned merit base salary raises and promotions for our senior management team. Our Compensation and Organization Committee made no changes to base salaries for the NEOs for Fiscal 2020. Base salaries in effect at the end of Fiscal 2020 are shown in the table below:


NEO	Fiscal 2019 Base Salary		Fiscal 2020 Base Salary		Percent Change
Fran Horowitz		$1,300,000		$1,300,000		0.0%
Scott Lipesky		$650,000		$650,000		0.0%
Kristin Scott		$925,000		$925,000		0.0%
Gregory J. Henchel		$575,000		$575,000		0.0%
John M. Gabrielli⁽¹⁾		$600,000		$600,000		0.0%

⁽¹⁾	Mr. Gabrielli left the Company on October 3, 2020.


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As previously disclosed, in April 2020, we initiated a range of expense management actions that included temporary reductions in base salaries for our senior management team (including all NEOs): 33% for Ms. Horowitz; 20% for the other NEOs; and 10% for other Vice Presidents and above. Salaries were restored for all members of our senior management team subject to temporary reductions (other than the NEOs) in July 2020. Salaries for the NEOs were subsequently restored in August 2020 after a majority of our stores were re-opened, home office associates had returned to full-time schedules, and early mitigation efforts had helped to preserve liquidity and financial stability. The actual base salaries received by the NEOs for Fiscal 2020 are listed in the “Fiscal 2020 Summary Compensation Table” beginning on page 55 of this Proxy Statement.

Annual Cash Incentive Program

Measurement of Annual Cash Incentive Program

As previously noted, our Compensation and Organization Committee made a number of adjustments to the annual cash incentive program for Fiscal 2020 in order to continue to drive operational results key to the business in a challenging retail environment.

Typically, our Compensation and Organization Committee considers and approves the structure and goals for the annual cash incentive program in the first quarter of the fiscal year. Historically, performance goals for the annual cash incentive program have been based on Company Adjusted EBIT.

For Fiscal 2020, our Compensation and Organization Committee was faced with the challenge of an uncertain year as the COVID-19 pandemic began to impact the APAC region in January 2020, and North America and the EMEA region in February and March 2020. In March 2020, our Compensation and Organization Committee determined to postpone the approval of the Fiscal 2020 annual cash incentive program until more was known of the depth and breadth of the pandemic’s impacts on the Company’s operations (particularly with respect to the duration of mandated and voluntary store closures around the globe).


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In August 2020, our Compensation and Organization Committee approved the Fiscal 2020 annual cash incentive program with several adjustments to acknowledge the updated business priorities in a challenging environment:


Change for Fiscal 2020		Rationale

	Replaced Adjusted EBIT with Operating Cash Flow as the sole metric	Reinforced the Company’s focus on liquidity and expense management in light of the pandemic’s impact on Company operations, including significant and prolonged store closures

	Replaced seasonal measurement (previously 30% Spring, 70% Fall) with an annual measurement	Reflected both: (i) the timing of the program’s approval; and (ii) the emphasis on efforts to ensure an end-of-year liquidity position that would serve as a foundation for future Company success in Fiscal 2021 and beyond

	Added a scorecard of controllable and uncontrollable factors expected to impact Operating Cash Flow results to serve as the basis for Compensation and Organization Committee discretion at year-end (if / as applicable)	Established a framework for our Compensation and Organization Committee to assess the quality and sustainability of Operating Cash Flow results in light of the extraordinary circumstances of the COVID-19 pandemic

Fiscal 2020 Achievement

Our Compensation and Organization Committee approved the Fiscal 2020 Operating Cash Flow performance goal range in August 2020 once more was known about the pandemic’s impact on the Company’s operations and the Company’s financial priorities for Fiscal 2020. At the time goals were set: (i) the target level of performance entailed improvement in store performance with rolling store closures and building further upon digital expansion through the holiday season, while continuing to implement tight expense management to offset sales losses; and (ii) the maximum level of performance reflected the average of the prior three fiscal years’ Operating Cash Flow results, and would require an extraordinary result given the context.

During the first half of Fiscal 2020, the Company’s management swiftly charted a course to navigate the immediate impact of COVID-19. In the second half of Fiscal 2020, the Company’s management continued tight expense control efforts, managed significant growth and had a very strong performance in our digital business and delivered a strong holiday season in terms of sales and gross margin. These significant efforts led to Fiscal 2020 Operating Cash Flow results that significantly exceeded expectations as well as the average of our prior three years’ Operating Cash Flow results and resulted in the annual cash incentive program being funded at 200% of target for the full year. Our Compensation and Organization Committee reviewed controllable and uncontrollable factors related to stores, inventory management, expense control, customer experience and loyalty, and digital growth as part of the scorecard evaluation to confirm the quality of Operating Cash Flow achievement. Based on this evaluation, our Compensation and Organization Committee determined to make no adjustment to the 200% payout achievement.

Fiscal 2020 Operating Cash Flow⁽¹⁾

Goals and Achievement

Threshold
($MM)

Target
($MM)

Maximum
($MM)

Actual
($MM)

Payout

Percentage

Fiscal 2020

($150)

$75

$315

$405

200%

⁽¹⁾	The term “Operating Cash Flow” as used throughout this Proxy Statement refers to net cash provided by operating activities as reported in the Company’s Consolidated Statements of Cash Flows within “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of the Company’s Fiscal 2020 Form 10-K.

As disclosed in the Company’s Fiscal 2020 Form 10-K, a classification error was identified within the Company’s Condensed Consolidated Statements of Cash Flows in the Condensed Consolidated Financial Statements as of and for the periods ended May 2, 2020, August 1, 2020, and October 31, 2020, related to the presentation of the withdrawal of excess funds from over-funded assets held in the Company’s irrevocable rabbi trust (the “Rabbi Trust”) that occurred during the fiscal quarter ended May 2, 2020. The Fiscal 2020 Operating Cash Flow disclosed within the Consolidated Financial Statements of the Company’s Fiscal 2020 Form 10-K reflects the corrected presentation and the identified error did not impact management’s compensation.

Determination of Fiscal 2020 NEO Award Amounts

We provide the annual cash incentive to our senior management team (including the NEOs) under the Abercrombie & Fitch Co. Short-Term Cash Incentive Compensation Performance Plan (the “Short-Term Cash Incentive Plan”). Our Compensation and Organization Committee approved annual incentive target opportunities as a percentage of base salary for the NEOs in March 2020. In August 2020, our Compensation and Organization Committee reviewed Mr. Henchel’s target opportunity and increased his target award (as a % of base salary) from 60% to 75% to align within a competitive range for general counsels in the compensation peer group.


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Each NEO is eligible to receive an award opportunity established as a percentage of base salary. Maximum award opportunities continue to be capped at two times target levels. Potential award opportunities, and actual payouts, for the NEOs in Fiscal 2020 are detailed below. The annual cash incentive awards made to the NEOs are listed in the “Fiscal 2020 Summary Compensation Table” beginning on page 55 of this Proxy Statement in the column captioned “Non-Equity Incentive Plan Compensation.”


NEO	Target Award (% of Base Salary)		Actual Payout (% of Target)		Actual Payout ($)
Fran Horowitz		150%		200%	$	3,900,000
Scott Lipesky		100%		200%	$	1,300,000
Kristin Scott		115%		200%	$	2,127,500
Gregory J. Henchel		75%		200%	$	862,500
John M. Gabrielli ⁽¹⁾		75%		135%	$	605,700

⁽¹⁾	Mr. Gabrielli left the Company on October 3, 2020. Under the terms of his Severance Agreement, as amended by his Separation Agreement, Mr. Gabrielli received a pro-rated payout based on the Company’s actual performance for the full year.

Amendment of Short-Term Cash Incentive Plan

Effective March 21, 2021, the Board adopted and approved an amendment and restatement of the Short-Term Cash Incentive Plan in the form of the “Amended and Restated Abercrombie & Fitch Co. Short-Term Cash Incentive Compensation Performance Plan” (as so amended, the “A&R Short-Term Cash Incentive Plan”). Amendments included in the A&R Short-Term Cash Incentive Plan: (i) increase the cap on a participating associate’s potential annual incentive compensation target opportunity from 150% to 175% of that participating associate’s base salary; and (ii) expand the definition of performance goals to include, in addition to those business criteria that had been specifically identified in the Short-Term Cash Incentive Plan, any other objective or subjective performance criteria set by our Compensation and Organization Committee. These changes were adopted to ensure our Compensation and Organization Committee’s continued ability to provide market competitive short-term cash incentive opportunities and to establish metrics in the A&R Short-Term Cash Incentive Plan that are aligned to the Company’s strategic, operational, and financial objectives and priorities.

Long-Term Equity Incentives

We provide long-term equity incentive awards to the NEOs to balance the 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. The structure and design of our long-term equity incentive awards 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

We granted long-term equity incentive awards to our NEOs for Fiscal 2020 in the form of 50% PSAs and 50% service-based RSUs.


Fiscal 2020 Long-Term Incentive Award Mix
PSAs			50%
Service-based RSUs			50%

Our Compensation and Organization Committee typically approves and grants the long-term incentive awards to the NEOs in March of each fiscal year. As previously noted, our Compensation and Organization Committee met in March 2020 and determined that the uncertain business environment made it overly difficult, and potentially risky, to establish long-term performance targets at that time. Further, the Company’s management was still in the process of re-calibrating the long-term strategy to reflect COVID-19’s significant impact. As such, our Compensation and Organization Committee only approved grants of service-based RSUs in March 2020, generally in amounts equal to 40% of the NEOs’ overall long-term incentive award value for Fiscal 2020 (an equivalent proportion to the overall long-term incentive award value as was issued in service-based RSUs for Fiscal 2019). All remaining decisions


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relating to the form and structure of the remaining 60% of the NEOs’ overall long-term incentive award value for Fiscal 2020 were postponed for approval at our Compensation and Organization Committee’s August 2020 meeting. The decision to grant a portion of the Fiscal 2020 long-term incentive award value in service-based RSUs in March 2020 reflected our Compensation and Organization Committee’s desire to provide a degree of continuity and stability to participants, including the NEOs, at a time when the nature, form and timing of the Company’s remaining incentive programs were yet to be determined.

In August 2020, our Compensation and Organization Committee determined to increase the weighting of the overall long-term incentive award value delivered in service-based RSUs to 50% from 40%, with a corresponding reduction in the weighting of performance-based PSAs to 50% from 60%. With consideration to the 40% of overall long-term incentive award value delivered in service-based RSUs in March 2020, an additional 10% of overall long-term incentive award value was granted in service-based RSUs in August 2020 and 50% of the overall long-term incentive award value was granted in performance-based PSAs in August 2020. For Ms. Horowitz, the March 2020 service-based RSU grant was approximately 35% of her anticipated Fiscal 2020 long-term incentive award value; thus, the weighting of her August 2020 grant was approximately 15% RSUs and 50% PSAs.

On balance, these actions modestly increased the retentive orientation of the program during a period of extraordinary uncertainty while maintaining at least a 50% weighting to performance-based PSAs.

Fiscal 2020 Long-Term Incentive Award Opportunities

The aggregate grant date fair value of the long-term equity incentive awards granted to the NEOs for Fiscal 2020 is shown below. The aggregate grant date fair value represents each NEO’s annual equity grant, determined based on her or his performance, market pay data, and considerations of the competitiveness of her or his overall compensation package.


NEO	Target Long-Term Incentive Award
Fran Horowitz		$6,864,973
Scott Lipesky		$1,362,568
Kristin Scott		$3,270,155
Gregory J. Henchel		$545,030
John M. Gabrielli⁽¹⁾		$247,814

⁽¹⁾

Mr. Gabrielli left the Company on October 3, 2020.

Performance Share Award Measurement

The PSAs granted in Fiscal 2020 may be earned based on the achievement of Relative TSR against the publicly-traded companies in our compensation peer group for the three-year performance period, Fiscal 2020 to Fiscal 2022.


Change for Fiscal 2020		Rationale

Removed Average ROIC and Net Sales CAGR as performance metrics and measured 100% Relative TSR		Reflected the Company’s focus on continued alignment with stockholder returns and performance relative to peers, as well as the inability to establish meaningful and appropriate goals for Average ROIC and Net Sales CAGR metrics due to uncertainty about the depth and duration of the pandemic’s impact on the Company’s operations over a multi-year period
Replaced Relative TSR comparator group with the publicly-traded peers (i.e., all peers excluding Ascena Retail Group, Inc. given that company’s bankruptcy filing and excluding J. Crew Group, Inc. given that company’s privately-held status and bankruptcy filing) within the Company’s compensation peer group (previously measured against the S&P Retail Select Index)		Reflected the divergent impacts of the COVID-19 pandemic on “non-essential” and “essential” retailers and focused relative measurement on other “non-essential” retailers


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In support of our pay-for-performance philosophy, we sought to set aggressive goals for the PSA awards. In order to achieve a target payout for the PSAs, the Company must achieve three-year TSR at the 55^th percentile of the compensation peer group. We believe these challenging performance goals will guide the execution of our updated operating playbook, and if achieved, will create value for our stockholders.

The number of PSAs earned for Relative TSR performance will range from 25% of target for performance at threshold and 0% for performance below threshold, up to 200% of target for performance at maximum. If the performance level falls between threshold and target or between target and maximum, the level of payout is determined through linear interpolation. PSA payouts are capped at target if absolute TSR is negative across the three-year performance period to ensure the awards align pay for the NEOs with value creation for our stockholders.

When deemed appropriate, our Compensation and Organization Committee considers any unusual circumstances that are likely to have a material impact on PSA performance measures as it sets the relevant targets after considering input from the Company’s independent advisors as well as the other independent directors and management of the Company. Historically, the Company has repurchased shares of its Common Stock from time to time, dependent on market and business conditions, with the objectives of offsetting dilution from issuances of Common Stock associated with the exercise of employee stock appreciation rights and the vesting of restricted stock units and returning excess cash to shareholders. The Company does 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 the Company’s PSA awards and did not affect the manner in which our Compensation and Organization Committee set the relevant targets for awards granted under our long-term equity incentive programs or the determination of whether such targets were achieved.

Completed and Outstanding Performance Share Award Cycles

The final measurement period for the Fiscal 2018 to Fiscal 2020 PSA cycle was completed in Fiscal 2020. Our Compensation and Organization Committee determined that the Company’s Average ROIC of 13.0% for the Fiscal 2018 to Fiscal 2020 performance period reflected achievement below threshold and that the Company’s Relative TSR performance against the S&P Retail Select Industry Index was at the 53^rd percentile of the compensation peer group for the Fiscal 2018 to Fiscal 2020 period. We will continue to evaluate performance for these awards based on the goals that were established at the time of grant. A summary of Average ROIC and Relative TSR achievement and payouts for the Fiscal 2018 to Fiscal 2020 PSAs is presented below:

Fiscal 2018 to Fiscal 2020

PSA Achievement

Threshold

Target

Maximum

Actual

Payout

Percentage

Average ROIC ⁽¹⁾ (50% weighting)

13.9%

14.3%

14.7%

13.0%

Relative TSR vs. S&P Retail

Select Index (50% weighting)

> 30^TH

PERCENTILE

55^TH

PERCENTILE

> 80^TH

PERCENTILE

53^RD

PERCENTILE

94.3%

Weighted Average

47.2%

⁽¹⁾

The Average ROIC performance metric was measured (a) as the three-year average of the Return on Invested Capital results for the each of the three years (respectively) of the performance period; and (b) with a measurement assumption (as adopted by Moody’s Investors Service) that incorporates a 6x multiple of annual operating lease expense. “Return on Invested Capital” is defined as EBITDAR divided by Invested Capital for each such year; “EBITDAR” is defined as net income less depreciation, amortization, rent costs, interest and taxes as reported in the Company’s consolidated financial statements for each such year in accordance with GAAP as in effect on the date of grant (March 27, 2018) and “Invested Capital” is defined as working capital less cash, current portion of deferred lease credits and income taxes payable plus gross property and equipment and a 6x multiple of annual operating lease expense as reported in the Company’s consolidated financial statements for each such year in accordance with GAAP as in effect on the date of grant (March 27, 2018). The measurement of the level of achievement relative to the Average ROIC performance metric excluded the impact of certain long-lived asset impairment charges and net legal charges related to the settlement of two class actions which received final court approval and were paid in Fiscal 2018.

Performance periods associated with the outstanding Fiscal 2019 to Fiscal 2021 and Fiscal 2020 to Fiscal 2022 PSA cycles have not been completed. A summary of trending performance (as of the end of Fiscal 2020) for the Fiscal 2019 and Fiscal 2020 PSA grants is shown below:

Performance Period

Net Sales CAGR Tranche⁽¹⁾

Average ROIC Tranche⁽²⁾

Relative TSR Tranche

Fiscal 2019 to Fiscal

2021

Trending below threshold

Trending between threshold and

target

Fiscal 2020 to Fiscal

2022

N/A

Trending between target and

maximum


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⁽¹⁾

The Net Sales CAGR performance metric will be measured as the compound annual growth rate of net sales as reported in accordance with GAAP as in effect on the date of grant (March 26, 2019) in the Company’s consolidated financial statements for the three years in the performance period. The Net Sales CAGR formula is equal to ((Fiscal 2021 Net Sales/ Fiscal 2018 Net Sales)(1/3 Years)) – 1) * 100.

⁽²⁾

The Average ROIC performance metric will be measured as the three-year average of the Return on Invested Capital results for the each of the three years (respectively) of the performance period, where “Return on Invested Capital” is defined as EBITDAR divided by Invested Capital for each such year; “EBITDAR” is defined as net income less depreciation, amortization, rent costs, interest and taxes as reported in the Company’s consolidated financial statements for each such year in accordance with GAAP as in effect on the date of grant (March 26, 2019) and “Invested Capital” is defined as working capital less cash, current portion of deferred lease credits and income taxes payable plus gross property and equipment and a 6x multiple of annual operating lease expense as reported in the Company’s consolidated financial statements for each such year in accordance with GAAP as in effect on the date of grant (March 26, 2019). The measurement of the level of achievement relative to the Average ROIC performance metric will exclude or adjust for the impact of the following: impact of changes in accounting principles (i.e., cumulative effect of GAAP changes); impact from changes in accounting policies approved by our Audit and Finance Committee that were not contemplated in the initial targets; impact of changes in lease accounting; impacts from unanticipated changes in legal or tax structure or unanticipated changes in jurisdictional tax rates of a subsidiary; all items of gain, loss or expense for the performance period related to an exit activity (including flagship closures); all items of gain, loss or expense for the performance period related to discontinued operations as defined under GAAP as in effect on the date of grant (March 26, 2019); impacts of an acquired business’ income statement and balance sheet; any profit or loss item attributable to the business operations divested by the Company during the performance period; and impairment of long-lived assets.

Restricted Stock Units

Service-based RSUs granted to the NEOs in Fiscal 2020 will vest in three equal installments over a three-year period, subject to continued employment, beginning in March of the immediately following calendar year.

2020 Retention Awards to Ms. Scott, Mr. Lipesky and Mr. Henchel

Our senior management team has evolved considerably in recent years as we took steps to optimize the leadership of our brands and align the team with our global strategy. We believe we have an outstanding team currently in place, as evidenced by our responsiveness to the challenges of Fiscal 2020 and strong positioning for Fiscal 2021. Further, the disruption caused by COVID-19 in Fiscal 2020 placed a greater emphasis on preserving the continuity of the Company’s high-quality talent at a time when there was significant executive turnover across the industry. As such, our Compensation and Organization Committee, with input from our Chief Executive Officer, made the decision to grant a retention award of service-based RSUs to each of Ms. Scott, Mr. Lipesky and Mr. Henchel. The retention awards are intended to recognize their strong individual performances in recent years and their ongoing contributions to the Company’s strategy and operations.


2020 Retention Awards	Aggregate Grant Date Fair Value
Kristin Scott	$	2,000,006
Scott Lipesky	$	1,500,010
Gregory J. Henchel	$	500,008

The 2020 retention awards were all delivered in service-based RSUs, subject to a three-year cliff vesting schedule, under which 100% of the retention RSUs awarded will vest on the third anniversary of the August 28, 2020 grant date.

Approved Compensation Design Changes for Fiscal 2021

Return to measuring 100% Adjusted EBIT in the annual incentive compensation program;

Return to Spring and Fall seasonal measurement for the annual incentive compensation program;

Continue to grant long-term incentive awards in a mix of 50% PSAs and 50% service-based RSUs; and

PSAs will be earned based on three equally weighted metrics: Three-Year Net Sales Growth Rate Over Base; Three-Year Average EBIT Margin Percent; and Three-Year Relative Total Shareholder Return.


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Equity Grant Policy

Our Compensation and Organization Committee follows an Equity Grant Policy pursuant to which our Compensation and Organization Committee reviews and approves individual grants for the NEOs, as well as the total number of shares covered by PSAs, RSUs and, if applicable, SARs granted to all associates. The annual equity grants typically are reviewed and approved at our Compensation and Organization Committee’s regular meeting during the first quarter of the fiscal year, although sign-on equity awards are generally approved by our Compensation and Organization Committee at the time an executive officer commences employment with the Company. The grant date for the annual equity grants is the date of our Compensation and Organization Committee meeting at which they are approved. Administration of PSAs and RSU and SAR awards is managed by the Company’s human resources department with specific instructions related to the timing of grants given by our Compensation and Organization Committee. The Company has no intention, plan or practice to select annual grant dates for awards to NEOs in coordination with the release of material, non-public information, or to time the release of such information because of award grant dates.

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”), the Company has a nonqualified deferred compensation plan, the Abercrombie & Fitch Nonqualified Savings and Supplemental Retirement Plan (the “Nonqualified Savings and Supplemental Retirement Plan”), that allows eligible associates to defer a portion of their compensation over and above the Internal Revenue Service (“IRS”) limits imposed on the 401(k) Plan. The Nonqualified Savings and Supplemental Retirement Plan allows participants the opportunity to save and invest their own money on a similar basis (as a percentage of their compensation) as other associates under the 401(k) Plan. Furthermore, the Nonqualified Savings and Supplemental Retirement Plan is competitive with members of the Company’s compensation peer group and other companies with which the Company competes for talent. The Company’s Nonqualified Savings and Supplemental Retirement Plan is further described, and Company contributions and the individual account balances for the NEOs are disclosed, under the section captioned “EXECUTIVE OFFICER COMPENSATION — Nonqualified Deferred Compensation” beginning on page 59 of this Proxy Statement. The Company previously provided matching contributions to the Nonqualified Savings and Supplemental Retirement Plan but ceased to provide such matching contributions for base salary earned after December 31, 2019 and with respect to bonus payments for periods ending after the end of Fiscal 2019.

The Company offers a life insurance benefit for all full-time associates in the United States. Starting in Fiscal 2021, for associates below Vice President, the benefit is equal to one times base salary, up to a maximum of $1,000,000 (previously two times base salary, up to a maximum of $2,000,000), and for Vice Presidents and above, the benefit is equal to two times base salary, up to a maximum of $2,000,000 (previously was four times base salary, up to a maximum of $4,000,000).

The Company offers a long-term disability benefit to all full-time associates which covers 60% of base salary for the disability period in the United States. In addition, the Company offers an Executive Long-Term Disability Plan for all associates earning over $200,000 in base salary which covers an additional 10% of base salary and 70% of target annual cash incentive opportunity for the disability period.

The Company does not offer perquisites to our executive officers that are not widely available to all full-time associates.

Process of our Compensation and Organization Committee

Decisions regarding the compensation of the NEOs are made by our Compensation and Organization Committee, which considers input from its independent advisors as well as the other independent directors and management of the Company. Our Company Chairman also provides input (in his capacity as a director) with respect to the


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recommended compensation of the NEOs. Our Compensation and Organization Committee often requests certain Company executive officers to be present at Compensation and Organization 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 are not present and do not have a vote when pay actions are determined.

In Fiscal 2020, Semler Brossy Consulting Group, LLC (“SBCG”) served as our Compensation and Organization Committee’s independent compensation consultant. Additionally, in Fiscal 2020, Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) served as our Compensation and Organization Committee’s independent outside counsel. The only services that SBCG and Gibson Dunn perform for the Company are at the direction of our Compensation and Organization Committee. Neither SBCG nor Gibson Dunn provided any services to the Company in Fiscal 2020 other than executive and director compensation consulting and advisory services. In this regard, our Compensation and Organization 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.”

Our Compensation and Organization Committee has the right to terminate the services of the outside counsel and the independent compensation consultant at any time. While our Compensation and Organization Committee retains SBCG and Gibson Dunn directly, SBCG and Gibson Dunn interact with our Company Chairman, the Company’s Chief Human Resources Officer, 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, our Compensation and Organization 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 our Compensation and Organization Committee in order to confirm information is accurate or address other similar issues. A representative from SBCG is generally present at all Compensation and Organization Committee meetings, and generally attends executive sessions of our Compensation and Organization Committee. Both SBCG and Gibson Dunn provide independent perspectives on any management proposals. In Fiscal 2020, our Compensation and Organization Committee reviewed and considered the independence standards prescribed by the SEC and NYSE and determined that each of SBCG and Gibson Dunn was independent and their respective work did not raise any conflict of interest.

Setting Executive Compensation

Pay Level — Determination of the Appropriate Pay Opportunity

Our Compensation and Organization Committee approves the pay levels for all associates of the Company, which includes each of the NEOs listed in the “Fiscal 2020 Summary Compensation Table” beginning on page 55 of this Proxy Statement. 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, internal pay equity relationships, and the performance of the individual and the Company as a whole. Our Compensation and Organization Committee considers all elements of compensation and benefits when determining pay levels for the associates.

2020 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. Our Compensation and Organization Committee reviews the compensation peer group periodically and, where appropriate, adjusts the compensation peer group to ensure robust market comparisons. For Fiscal 2020, we made no changes to the compensation peer group from that used for Fiscal 2019. The peer retail companies used by our Compensation and Organization Committee in determining the “competitive market” with respect to Fiscal 2020 compensation decisions are included in the table below.


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Fiscal 2020 Compensation Peer Group Companies
American Eagle Outfitters, Inc.	Fossil Group, Inc.	lululemon athletica inc.
Ascena Retail Group, Inc.	Guess? Inc.	Ralph Lauren Corporation
Carter’s, Inc.	J. Crew Group, Inc.	Tapestry Inc.
Chico’s FAS, Inc.	L Brands, Inc.	The Children’s Place, Inc.
Express, Inc.	Levi Strauss & Co.	Urban Outfitters, Inc.

The compensation peer group includes companies in the retail and apparel space of a comparable size. For purposes of determining comparable size, preference is given to revenue (as compared to market capitalization) to reflect our ongoing business transformation. Additionally, the Company gives 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 the compensation peer group was determined for Fiscal 2020, the Company’s revenues approximated the median of the compensation peer group.

In addition to the peer 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 2021, our Compensation and Organization Committee approved the removal of J. Crew Group, Inc. and Ascena Retail Group, Inc. from the compensation peer group due to both companies filing for bankruptcy during 2020.

Executive Severance Agreements and Change-in-Control Benefits

Our Compensation and Organization Committee carefully considers the use and conditions of employment agreements. Our Compensation and Organization 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 in control of the Company. Our Compensation and Organization 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 and to provide them with a degree of security given the transition occurring at the Company.

On May 10, 2017, Abercrombie & Fitch Management Co., a subsidiary of the Company (“A&F Management”), executed and entered into executive severance agreements with a number of the Company’s executive officers, including Fran Horowitz, Kristin Scott and John M. Gabrielli (the “May 2017 Agreements”). In anticipation of his rejoining the Company, effective as of September 7, 2017, A&F Management executed and entered into an executive severance agreement with Scott Lipesky (the “Lipesky Agreement”). In anticipation of his joining the Company, effective as of September 13, 2018, A&F Management executed and entered into an executive severance agreement with Gregory J. Henchel (the “Henchel Agreement” and, collectively with the May 2017 Agreements and the Lipesky Agreement, the “Severance Agreements”).

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 “EXECUTIVE OFFICER COMPENSATION — Potential Payments Upon Termination or Change of Control” beginning on page 61 of this Proxy Statement.

The discussion of the terms of the Severance Agreements later in this Proxy Statement in the section captioned “EXECUTIVE OFFICER COMPENSATION — Potential Payments Upon Termination or Change of Control — Executive Severance Agreements” beginning on page 61 of this Proxy Statement, does not include Mr. Gabrielli. The consequences of Mr. Gabrielli’s separation from service as an associate of the Company are discussed separately under the section below captioned “Gabrielli Separation from Service.”


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Gabrielli Separation from Service

On October 3, 2020, Mr. Gabrielli left the Company.

Mr. Gabrielli and A&F Management entered into a separation agreement, effective July 2, 2020 (the “Separation Agreement). Under the terms of his Separation Agreement, Mr. Gabrielli remained a full-time employee and continued to be compensated during the transition period through October 3, 2020 (the “Transition Period”) at his then current base salary at an annualized rate of $600,000. Under the terms of his Separation Agreement, since Mr. Gabrielli executed a release of claims acceptable to the Company on October 3, 2020 (the “Separation Date”), Mr. Gabrielli is entitled to receive the severance benefits contemplated under the terms of his Severance Agreement, as modified by his Separation Agreement. In accordance with his Severance Agreement, as modified by his Separation Agreement, from and after the Separation Date, Mr. Gabrielli is entitled to receive:

•

payment at the annualized rate of $600,000 (the “Severance Base Salary”) in bi-weekly installments for a period of 18 months following the Separation Date;

•

reimbursement during the 18 months following the Separation Date for 100% of the monthly premium costs of continuation coverage under COBRA, subject to Mr. Gabrielli’s election of such coverage and satisfaction of the additional eligibility requirements set forth in his Severance Agreement; and

•

a pro-rated annual cash incentive (based on the number of days from February 2, 2020 through the Separation Date) for the Fiscal 2020, based on (and subject to) actual Fiscal 2020 performance under the Company’s Short-Term Cash Incentive Plan and Mr. Gabrielli’s target bonus opportunity of 75% of the Severance Base Salary, which annual cash incentive was to be paid to Mr. Gabrielli at the same time as those executive officers who are actively employed by the Company received their annual cash incentives.

The PSAs granted to Mr. Gabrielli on March 27, 2018 and March 26, 2019 will each vest in accordance with the terms of the respective related award agreements on a pro-rata basis based on Mr. Gabrielli’s continued employment through the Separation Date and subject to the Company’s actual performance through the end of the applicable performance period. Any other remaining unvested equity awards previously granted to Mr. Gabrielli were forfeited in accordance with the terms of the respective related award agreements.

Under his Separation Agreement, Mr. Gabrielli reaffirms the restrictive covenants specified in his Severance Agreement, including non-competition, non-solicitation, non-disparagement and confidentiality covenants, which remain in effect in accordance with their terms. The non-competition covenant prohibits Mr. Gabrielli from engaging in certain activities during his employment with the Company and for a period of 12 months after such employment is terminated. The non-solicitation covenant prohibits Mr. Gabrielli from engaging in certain solicitation activities during his employment with the Company and for a period of 24 months after his employment with the Company is terminated.

Clawback Policy

Each of the plans pursuant to which annual and long-term incentive compensation is or will be paid to the Company’s executive officers (i.e., the A&R Short-Term Cash Incentive Plan, the Long-Term Cash Incentive Compensation Performance Plan, the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan (the “2005 LTIP”), the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan (the “2007 LTIP”) and the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates (the “2016 Associates LTIP”)) includes a stringent “clawback” provision, which allows the Company 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) our Compensation and Organization 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 the Company, without any requirement of misconduct on the part of the participant. In addition, an amendment included in the A&R Short-Term Cash Incentive Plan expands the clawback provision to allow our Compensation and Organization Committee to clawback payouts under additional circumstances, including pursuant to any clawback policies that may be adopted from time to time by the Board or our Compensation and Organization Committee.


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Stock Ownership Guidelines

The Board believes it is important that the executive officers and directors have, and are recognized both internally and externally as having, long-term financial interests that are aligned with those of the Company’s stockholders. Accordingly, the Board adopted stock ownership guidelines for all executive officers and directors effective as of November 12, 2009, which were further amended effective as of December 15, 2015. The Company posts the stock ownership guidelines on the “Corporate Governance” page within the “Our Company” section of the Company’s website at corporate.abercrombie.com. Ownership multiples for NEOs and directors are:



Population	Multiple	Includes

Chief Executive Officer	5x annual base salary	Shares owned directly by the executive officer or director or his/ her immediate family members in the same household Shares held in trust for the benefit of the executive officer or director or his/ her immediate family members

Other NEOs	2x annual base salary	Shares of restricted stock or time-vested RSUs, vested or unvested Shares of stock-settled SARs which are vested and in-the-money

Non-Associate Directors	5x annual cash retainer	Shares credited to bookkeeping accounts pursuant to one of the Company’s deferred compensation plans

The guidelines are initially calculated using the executive officer’s base salary as of the later of the date the guidelines were most recently amended (i.e., December 15, 2015) or the date the person was first designated as an executive officer by the Board. The guidelines may be re-calculated, at the discretion of our Nominating and Board Governance Committee, when an individual changes pay grade (e.g., from senior vice president to executive vice president) and otherwise from time to time.

Until the 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 exercise of stock options or stock-settled SARs or 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 (i) the exercise price of stock options or SARs (if applicable) and any withholding taxes associated with such exercise or (ii) 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 our Compensation and Organization Committee in determining future long-term incentive equity grants and/or appropriate levels of incentive compensation.

At the time of the Company’s Fiscal 2020 annual review of stock ownership compliance, all executive officers 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 was met).

Tax Deductibility of Compensation under Internal Revenue Code Section 162(m)

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 our Compensation and Organization Committee nor the full Board has adopted a formal policy regarding tax deductibility of compensation paid to the Company’s executive officers. While our Compensation and Organization 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 our Compensation and Organization Committee considers in making decisions regarding the Company’s executive compensation program. Our Compensation and Organization Committee may authorize compensation that might not be deductible, if our Compensation and Organization Committee determines that such compensation decision is in the best interest of the Company.


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Compensation Considerations Related to Accounting

When determining amounts of long-term incentive grants to executive officers and other associates, our Compensation and Organization Committee examines the accounting cost associated with the grants. Under GAAP, grants of options, SARs, RSUs, PSAs and other share-based payments result in an accounting charge taken by the Company. Our Compensation and Organization Committee considers the accounting implications of the executive compensation program, including the estimated cost for financial reporting purposes of equity compensation as well as the aggregate grant date fair value of equity compensation computed in accordance with FASB ASC Topic 718.

Report of the Compensation and Organization Committee on Executive Compensation

Our Compensation and Organization Committee reviewed the “COMPENSATION DISCUSSION AND ANALYSIS” and discussed it with management of the Company. Based on such review and discussion, our Compensation and Organization Committee recommended to the full Board that the “COMPENSATION DISCUSSION AND ANALYSIS” be included in this Proxy Statement.

Submitted by the Compensation and Organization Committee: Helen E. McCluskey (Chair), Felix J. Carbullido, James A. Goldman, Michael E. Greenlees and Charles R. Perrin


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Executive Officer Compensation

Summary Compensation Table

The following table summarizes the compensation paid to, awarded to or earned by the NEOs for Fiscal 2020, Fiscal 2019 and Fiscal 2018 in accordance with the rules promulgated by the SEC.

Fiscal 2020 Summary Compensation Table


Name and Principal Position During Fiscal 2020	Fiscal Year		Salary			Bonus		Stock Awards⁽¹⁾			Non-Equity Incentive Plan Compensation⁽²⁾			Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽³⁾			All Other Compensation⁽⁴⁾			Total⁽⁵⁾

Fran Horowitz, Chief Executive Officer		2020		$	1,143,667		$—		$	6,864,973		$	3,900,000		$	14,443		$	26,608		$	11,949,691
		2019		$	1,297,000		$—		$	5,641,102		$	1,384,500		$	5,228		$	61,197		$	8,389,027
		2018		$	1,281,731		$—		$	5,054,578		$	2,078,700		$	1,455		$	65,278		$	8,481,742

Scott Lipesky, Senior Vice President, Chief Financial Officer		2020		$	600,500		$—		$	2,862,578		$	1,300,000		$	5,172		$	17,587		$	4,785,837
		2019		$	631,760		$—		$	1,025,668		$	364,832		$	1,125		$	44,969		$	2,068,354
		2018		$	569,202		$—		$	781,656		$	459,713		$	158		$	33,245		$	1,843,974


Kristin Scott, President, Global Brands⁽⁶⁾		2020		$	857,404		$—		$	5,270,161		$	2,127,500		$	11,828		$	19,770		$	8,286,663
		2019		$	922,865		$—		$	3,076,956		$	656,750		$	3,750		$	63,135		$	4,723,456
		2018		$	813,452		$—		$	2,084,366		$	960,531		$	753		$	77,721		$	3,936,823

Gregory J. Henchel, Senior Vice President, General Counsel and Corporate Secretary		2020		$	534,308		$—		$	1,045,038		$	862,500		$	—		$	2,417		$	2,444,263
		2019		$	567,308		$—		$	512,834		$	214,674		$	—		$	2,640		$	1,297,456
		2018		$	190,385		$—		$	132,161		$	121,770		$	—		$	623		$	444,939




John M. Gabrielli, Former Senior Vice President, Chief Human Resources Officer⁽⁷⁾		2020		$	359,077		$—		$	247,814		$	605,700		$	32,055		$	956,307		$	2,200,953
		2019		$	593,183		$—		$	769,253		$	319,500		$	11,972		$	66,232		$	1,760,140

⁽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 GAAP. The actual number of PSAs and RSUs granted in Fiscal 2020 to each NEO is shown in the “Fiscal 2020 Grants of Plan-Based Awards” table on page 57 of this Proxy Statement. Pursuant to the applicable SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

The maximum grant date fair value related to the PSAs granted in Fiscal 2020 (the NEOs can earn from 0% to 200% of target) was as follows:


Name		Maximum Grant Date Fair Value

Fran Horowitz		$ 4,122,670

Scott Lipesky		$ 824,537

Kristin Scott		$ 1,978,893

Gregory J. Henchel		$ 329,818

John M. Gabrielli		N/A

For a discussion of valuation assumptions, see “Note 14. Share-Based Compensation” of the Notes to Consolidated Financial Statements included within “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of the Company’s Fiscal 2020 Form 10-K.

⁽²⁾	The annual cash incentive compensation awards for Fiscal 2019 for Mr. Lipesky and Mr. Henchel took into account, on a pro-rata basis, their respective base salary increases effective May 26, 2019.

⁽³⁾

The amounts shown in this column for Fiscal 2020, Fiscal 2019 and Fiscal 2018 represent the above-market earnings on the NEOs’ respective Nonqualified Savings and Supplemental Retirement Plan balances. Above-market earnings is defined as earnings in excess of 120% of the monthly applicable federal long-term rate (APR). The APR for January 2021 was 1.61%.


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⁽⁴⁾	The amounts shown in this column included the following for Fiscal 2020:


NEO	Company Contributions to 401(k) Plan ^(a)	Company Contributions to Nonqualified Savings and Supplemental Retirement Plan ^(b)	Life and Long-Term Disability Insurance Premiums Paid ^(c)	Severance ^(d)	Total

Fran Horowitz	$14,250	$—	$12,358	$—	$26,608

Scott Lipesky	$14,250	$—	$3,337	$—	$17,587

Kristin Scott	$14,500	$—	$5,270	$—	$19,770

Gregory J. Henchel	$—	$—	$2,417	$—	$2,417

John M. Gabrielli	$12,173	$23,189	$4,791	$916,154	$956,307

^(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 2020.

^(b)

For each NEO, the amount shown in this column represents the aggregate amount of Company matching and supplemental contributions to her or his accounts under the Company’s Nonqualified Savings and Supplemental Retirement Plan during Fiscal 2020.

^(c)

For each NEO, the amount shown in this column represents life and long-term disability insurance premiums paid for by the Company during Fiscal 2020.

^(d)

The amount shown in this column represents the cash severance payments to Mr. Gabrielli under his Severance Agreement, as amended by his Separation Agreement, made in Fiscal 2020 consisting of (i) the amount paid for the continuation of Mr. Gabrielli’s base salary for a period of 18 months following October 3, 2020 and (ii) a lump-sum cash payment in the amount of $16,154 for earned and unused vacation time. The amount in this column differs from that reflected in the table under the section captioned “EXECUTIVE OFFICER COMPENSATION – Potential Payments Upon Termination or Change of Control – Other Arrangements” on page 62 of this Proxy Statement because the amount shown in this column includes only the portion of Mr. Gabrielli’s salary continuation benefit that was paid in Fiscal 2020. For additional discussion of Mr. Gabrielli’s severance benefits, see the section captioned “COMPENSATION DISCUSSION ANALYSIS – Executive Severance Agreements and Change-in-Control Benefits – Gabrielli Separation from Service.”

⁽⁵⁾	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.

⁽⁶⁾	On November 28, 2018, Ms. Scott was appointed President, Global Brands of the Company. Ms. Scott had served as Brand President of Hollister from August 30, 2016 to November 30, 2018.

⁽⁷⁾	On June 12, 2019, Mr. Gabrielli was appointed as an executive officer of the Company. He subsequently left the Company on October 3, 2020. As a result, the table shows information for Mr. Gabrielli only for Fiscal 2020 and Fiscal 2019.


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Grants of Plan-Based Awards

The following table sets forth information regarding cash and stock-based incentive awards granted to the NEOs during Fiscal 2020.

Fiscal 2020 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 per Share of Stock Awards		Grant Date Fair Value of Stock Awards⁽³⁾
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value per Share of Stock Awards		Grant Date Fair Value of Stock Awards⁽³⁾

Fran Horowitz	Fiscal 2020		$—		$1,950,000		$3,900,000
	Fiscal 2020		$—		$1,950,000		$3,900,000
	3/24/2020														240,701		$7.55		$1,817,293
	8/28/2020								—		253,859		507,718				$16.24		$4,122,670
	8/28/2020														75,143		$12.31		$925,010

Scott Lipesky	Fiscal 2020		$—		$650,000		$1,300,000
	Fiscal 2020		$—		$650,000		$1,300,000
	3/24/2020														54,705		$7.55		$413,023
	8/28/2020								—		50,772		101,544				$16.24		$824,537
	8/28/2020														10,155		$12.31		$125,008
	8/28/2020														121,853		$12.31		$1,500,010

Kristin Scott	Fiscal 2020		$—		$1,063,750		$2,127,500
	Fiscal 2020		$—		$1,063,750		$2,127,500
	3/24/2020														131,292		$7.55		$991,255
	8/28/2020								—		121,853		243,706				$16.24		$1,978,893
	8/28/2020														24,371		$12.31		$300,007
	8/28/2020														162,470		$12.31		$2,000,006

Gregory J. Henchel	Fiscal 2020		$—		$431,250		$862,500
	Fiscal 2020		$—		$431,250		$862,500
	3/24/2020														21,882		$7.55		$165,209
	8/28/2020								—		20,309		40,618				$16.24		$329,818
	8/28/2020														4,062		$12.31		$50,003
	8/28/2020														40,618		$12.31		$500,008

John M. Gabrielli	Fiscal 2020		$—		$450,000		$900,000
	Fiscal 2020		$—		$450,000		$900,000
	3/24/2020														32,823		$7.55		$247,814

⁽¹⁾

These columns show the potential cash payouts under the Company’s Short-Term Cash Incentive Plan for Fiscal 2020. These estimated future 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 2020. 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 metric of Relative TSR compared to the S&P Retail Select Industry Index.

⁽³⁾

Represents the grant date fair value of the RSU or PSA award, as appropriate, determined in accordance with GAAP. The grant date fair values for service-based RSUs and performance-based PSA awards are calculated using the closing price of the Company’s Common Stock on the grant date adjusted for anticipated dividend payments during the vesting period. The grant date fair values for market-based PSA awards are calculated using a Monte Carlo simulation.


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Outstanding Equity Awards

The following table sets forth information regarding the outstanding equity awards held by the NEOs at the end of Fiscal 2020.

Outstanding Equity Awards at Fiscal 2020 Year-End


	Option/SAR Awards										Stock Awards
Name	Option/ SAR Grant Date		Number of Shares Underlying Unexercised Options/SARs Exercisable		Number of Shares Underlying Unexercised Options/SARs Unexercisable		Option/ SAR Exercise Price		Option/ SAR Expiration Date		Stock Award 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		12/3/2014		24,483		—		$28.81		12/3/2024
		3/24/2015		67,568		—		$22.46		3/24/2025
												3/21/2017							46,479	⁽²⁾		$1,072,271
												3/27/2018							48,469	⁽³⁾		$1,118,180
												3/27/2018		51,399	⁽⁴⁾		$1,185,775
												3/26/2019							130,229	⁽⁵⁾		$3,004,383
												3/26/2019		57,880	⁽⁶⁾		$1,335,292
												3/24/2020		240,701			$5,552,972
												8/24/2020		75,143			$1,733,549
												8/24/2020							253,859	⁽⁷⁾		$5,856,527
Scott Lipesky												10/11/2017							3,740	⁽²⁾		$86,282
												3/27/2018							7,496	⁽³⁾		$172,933
												3/27/2018		7,949	⁽⁴⁾		$183,383
												3/26/2019							23,678	⁽⁵⁾		$546,251
												3/26/2019		10,524	⁽⁶⁾		$242,789
												3/24/2020		54,705			$1,262,044
												8/24/2020		10,155			$234,276
												8/24/2020		121,853			$2,811,149
												8/24/2020							50,772	⁽⁷⁾		$1,171,310
Kristin Scott												3/21/2017							16,405	⁽²⁾		$378,463
												3/27/2018							19,988	⁽³⁾		$461,123
												3/27/2018		21,196	⁽⁴⁾		$488,992
												3/26/2019							71,034	⁽⁵⁾		$1,638,754
												3/26/2019		31,571	⁽⁶⁾		$728,343
												3/24/2020		131,292			$3,028,906
												8/24/2020		24,371			$562,239
												8/24/2020		162,470			$3,748,183
												8/24/2020							121,853	⁽⁷⁾		$2,811,149
Gregory J. Henchel												11/19/2018		4,670			$107,737
												3/26/2019							11,839	⁽⁵⁾		$273,126
												3/26/2019		5,262	⁽⁶⁾		$121,394
												3/24/2020		21,882			$504,818
												8/24/2020		4,062			$93,710
												8/24/2020		40,618			$937,057
												8/24/2020							20,309	⁽⁷⁾		$468,529
John M. Gabrielli												3/27/2018							6,678	⁽³⁾		$154,061
John M. Gabrielli												3/26/2019							9,906	⁽⁵⁾		$228,531

⁽¹⁾	Market value represents the product of the closing price of a share of the Company’s Common Stock on January 30, 2021 (the last business day of Fiscal 2020), which was $23.07, multiplied by the number of RSUs or PSAs.

⁽²⁾

Each of these RSU awards vests in four equal annual installments beginning on the first anniversary of the grant date, contingent upon the Company’s achievement of positive EBIT at the end of the fiscal year immediately preceding the date that the tranche vests. The NEO has the opportunity to earn back one or more installments of this award if the cumulative performance hurdles are met in a subsequent year, subject to the NEO’s continued employment with the Company.


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⁽³⁾

Each of these PSA awards granted for the Fiscal 2018 to Fiscal 2020 performance period was earned at 47.2% of the target number of PSAs based on the Company’s achievement of the performance metrics for Relative TSR and Average ROIC. For a discussion of the Company’s level of achievement with respect to such performance metrics, see “COMPENSATION DISCUSSION AND ANALYSIS — Long-Term Equity Incentives – Completed and Outstanding Performance Share Award Cycles.” These PSAs vested on March 29, 2021.

⁽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 2019 to Fiscal 2021 performance period will be earned at the target number based on the Company achieving the target metrics for Net Sales CAGR, Average ROIC and Relative TSR.

⁽⁶⁾	Each of these RSU awards vests in four equal installments beginning on the first anniversary of the grant date, subject to the NEO’s continued employment with the Company.

⁽⁷⁾

The number shown assumes that the PSAs granted for the Fiscal 2020 to Fiscal 2022 performance period will be earned at the target number based on the Company achieving the target metrics for Relative TSR. See the “Estimated Future Payouts under Equity Incentive Plan Awards” columns of the “Fiscal 2020 Grants of Plan-Based Awards” table on page 57 of this Proxy Statement for the threshold, target and maximum numbers of PSAs that can be earned.

Restricted Stock Units Vested and Performance Share Awards Earned

The following table provides information regarding the gross number of shares received and the aggregate dollar value realized by the NEOs in connection with the vesting of RSUs during Fiscal 2020. The earning of PSAs granted for the Fiscal 2018 to Fiscal 2020 performance period appears in the “Outstanding Equity Awards at Fiscal 2020 Year-End” table on page 58 of this Proxy Statement as those awards did not vest until March 29, 2021. No stock options or SARs were exercised by any of the NEOs during Fiscal 2020.

Fiscal 2020 Restricted Stock Units Vested