Use these links to rapidly review the document
TABLE OF CONTENTS

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

---

Table of Contents

---

Table of Contents

NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 18, 2019

        Notice is hereby given that the 2019 Annual Meeting of Shareholders of Oxford Industries, Inc. will be held on Tuesday, June 18, 2019 at 2:00 p.m., local time, at The Fifth Floor Conference Center, 999 Peachtree Street, N.E., Atlanta, Georgia 30309. The purposes of the meeting are to:

(1)

elect as directors the three nominees named in the accompanying proxy statement to serve for a term of three years;



(2)

ratify the selection of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2019;



(3)

approve, by a non-binding, advisory vote, the compensation of our executive officers; and



(4)

transact any other business that properly comes before the annual meeting or any adjournment or postponement.

        Shareholders of record as of the close of business on April 18, 2019 will be entitled to notice of and to vote at the annual meeting or at any adjournment or postponement of the annual meeting.

        We have elected to provide access to our proxy materials on the Internet under the U.S. Securities and Exchange Commission's "notice and access" rules. By providing our proxy materials on the Internet, we believe that we are increasing our shareholders' ability to access the information they need while at the same time reducing the environmental impact of our annual meeting. A Notice of Internet Availability of Proxy Materials will be mailed to shareholders beginning on or about May 7, 2019. This proxy statement and our 2018 Annual Report on Form 10-K may be accessed by all shareholders at http://www.edocumentview.com/oxford. Any shareholder may request a printed copy of the proxy materials by following the instructions set forth in the Notice of Internet Availability.

        A list of shareholders entitled to vote at the annual meeting will be available for examination by any shareholder, or his or her agent or attorney, at the annual meeting. Proxies for the annual meeting are being solicited on behalf of our Board. Reference is made to the accompanying proxy statement for further information with respect to the items of business to be transacted at the annual meeting.

        Your vote is important. Regardless of whether you plan to attend the annual meeting, you are encouraged to vote as soon as possible. You may vote on the Internet; via a toll-free telephone number or by signing, dating and mailing a completed proxy card, but in each case only if you request a paper copy of the proxy materials; or in person at the annual meeting. Please review the instructions on each of your voting options described in the Notice of Internet Availability. If your shares are held in an account with a broker, your broker will vote your shares for you if you provide voting instructions. In the absence of instructions, your broker can only vote your shares on limited matters.

        Attendance at the annual meeting is limited to shareholders, those holding proxies from shareholders and invited guests such as members of the media. If your shares are held in an account with a broker and you wish to gain admission to the meeting, you should bring the notice or voting instruction form you received from your broker, or obtain a valid proxy card from your broker.

---

Table of Contents

TABLE OF CONTENTS

---

Table of Contents

---

Table of Contents

999 Peachtree Street, N.E., Suite 688
Atlanta, Georgia 30309

---

PROXY STATEMENT

---

For 2019 Annual Meeting of Shareholders
To Be Held on June 18, 2019

INTRODUCTION

        This proxy statement contains information relating to the 2019 Annual Meeting of Shareholders of Oxford Industries, Inc. to be held on Tuesday, June 18, 2019, beginning at 2:00 p.m., local time. The annual meeting will be held at The Fifth Floor Conference Center, 999 Peachtree Street, N.E., Atlanta, Georgia 30309. You may contact our Investor Relations Department by calling (404) 659-2424 to obtain directions to the site of the annual meeting.

        We have elected to provide access to our proxy materials on the Internet. Accordingly, we are mailing a Notice of Internet Availability of Proxy Materials to our shareholders instead of a paper copy of our proxy materials. By providing our proxy materials on the Internet, we believe that we are increasing our shareholders' ability to access the information they need while at the same time reducing the environmental impact of our annual meeting. The Notice of Internet Availability contains instructions for accessing our proxy materials and submitting a proxy on the Internet. The Notice of Internet Availability also contains instructions for requesting a paper copy of our proxy materials. We will begin mailing the Notice of Internet Availability on or about May 7, 2019 to all holders of our common stock, par value $1.00 per share, entitled to vote at the annual meeting. A similar notice will be sent by brokers and other nominees to beneficial owners of shares of which they are the shareholder of record.

        This proxy statement and our 2018 Annual Report on Form 10-K are available at http://www.edocumentview.com/oxford. We will mail any shareholder a copy of the proxy materials free of charge upon request, but you will not receive a printed copy of the proxy materials unless you request one. You may request to receive a copy of proxy materials by following the instructions set forth in the Notice of Internet Availability.

PROPOSALS FOR SHAREHOLDER CONSIDERATION

​

2019 PROXY STATEMENT 1

---

Table of Contents

Proposal No. 1: Election of Directors

Board of Directors

        In accordance with our charter, our directors are divided into three classes that are as nearly equal in size as possible. Directors in each class are elected to three year terms, with director classes serving staggered terms. A director holds office until the annual meeting of shareholders held in the year during which the director's term ends and until his or her successor is elected and qualified.

Bylaws Relating to Retirement

        Pursuant to our bylaws, an individual becomes ineligible for election or appointment as a director: (1) for any employee director (i.e., someone who concurrently serves as an employee of our company and as a member of our Board), other than an individual who has at any time served as our Chief Executive Officer, following the end of our fiscal year during which such individual reaches the age of 65; and (2) for any other individual, following the end of our fiscal year during which such individual reaches the age of 72.

Director Nominees

        Our Board currently consists of three Class I directors (Messrs. Dennis M. Love, Clyde C. Tuggle and E. Jenner Wood III), four Class II directors (Messrs. Thomas C. Chubb III, John R. Holder, Stephen S. Lanier, and Clarence H. Smith) and three Class III directors (Ms. Helen Ballard, Mr. Thomas C. Gallagher and Ms. Virginia A. Hepner).

        At our 2019 annual meeting, the terms of our Class III directors will expire. Our Board, on the recommendation of our Nominating, Compensation & Governance Committee, or NC&G Committee, has unanimously nominated Ms. Helen Ballard, Mr. Thomas C. Gallagher and Ms. Virginia A. Hepner for election at our annual meeting as Class III directors, each to serve for a three year term expiring in 2022 and until his or her respective successor is elected and qualified.

        The terms of our Class I directors expire in 2020, and the terms of our Class II directors expire in 2021. Each of our Class I and Class II directors is currently expected to remain in office for the remainder of his current term.

Required Vote

        In an uncontested election at an annual meeting of shareholders, our bylaws require that each director be elected by a majority of the votes cast with respect to such director (number of shares voted "for" a director must exceed the number of votes cast "against" that director). In accordance with our bylaws, in order for a shareholder to have nominated a director for consideration at the 2019 annual meeting, we must have received the nomination not later than the close of business on March 22, 2019. We have not received a shareholder nomination for a director for consideration at the 2019 annual meeting. Accordingly, the election of directors at the 2019 annual meeting is an uncontested election.

        Under Georgia law, if, in an uncontested election at the annual meeting, a nominee who is already serving as a director is not elected, the director would continue to serve on our Board as a "holdover director." Under our bylaws, any holdover director who fails to be elected by a majority of the votes cast with respect to such director in an uncontested election must offer to tender his or her resignation to our Board. Our Board, in consultation with any of its committees so designated, would then determine whether to accept or reject the resignation, or whether other action should be taken. Under our bylaws, our Board is required to act on the resignation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. Ms. Ballard, Mr. Gallagher and Ms. Hepner are currently serving on our Board.

        Abstentions and broker non-votes will have no effect on the vote for the election of directors. Proxies cannot be voted for a greater number of persons than the number of nominees named.

        Each nominee has consented to serve if elected, and our Board has no reason to believe that any of the nominees will be unable or unwilling to serve if elected. If a nominee becomes unwilling or unable to serve prior to the annual meeting, then at the recommendation of our Board: (1) proxies will be voted for a substitute nominee selected by or at the direction of our Board; (2) the vacancy created by the inability or unwillingness of a nominee to serve will remain open until filled by our Board; or (3) our bylaws may be amended to reduce the number of directors serving on our Board.

Recommendation of our Board of Directors

        OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF MS. HELEN BALLARD, MR. THOMAS C. GALLAGHER AND MS. VIRGINIA A. HEPNER AS A CLASS III DIRECTOR.

​

2 2019 PROXY STATEMENT

​

---

Table of Contents

Proposal No. 2: Ratification of Independent Registered Public Accounting Firm

Independent Registered Public Accounting Firm

        Our Audit Committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2019, which appointment was ratified by our full Board. Ernst & Young LLP has served as our independent auditors since 2002.

        Our Board considers Ernst & Young LLP to be well qualified and recommends that our shareholders vote to approve their selection. Shareholder ratification of the selection of our independent registered public accounting firm is not required by law; however, our Board considers the solicitation of shareholder approval to be in our company's and our shareholders' best interests. A representative of Ernst & Young LLP is expected to attend the annual meeting. The representative will be given the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions from shareholders.

        As of the date of this proxy statement, we have engaged Ernst & Young LLP to review our financial statements for the first three quarters of fiscal 2019 but we have not formally engaged an independent registered public accounting firm to audit our financial statements for fiscal 2019.

Required Vote

        Ratification of the selection of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2019 requires the affirmative vote of at least a majority of the outstanding shares of our common stock present at the annual meeting, in person or by proxy, and entitled to vote on the proposal. Abstentions will have the same effect as a vote against this proposal. If our shareholders do not ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2019, our Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm for fiscal 2019 and/or future years.

Recommendation of our Board of Directors

        OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO RATIFY ERNST & YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2019.

Proposal No. 3: Non-Binding, Advisory Vote to Approve Executive Compensation

Executive Compensation

        We are asking shareholders to indicate their support for our named executive officer compensation practices, as described in this proxy statement. This "say-on-pay" proposal gives our shareholders the opportunity to express their views on our executive compensation practices. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.

        As further described below under "Executive Compensation—Compensation Discussion and Analysis," our executive compensation programs are designed to maintain a strong link between pay and performance for compensation paid to our named executive officers; align our named executive officers' interests with those of our shareholders by creating a strong focus on stock ownership; and ensure that we are able to attract and retain talented individuals who can deliver excellent business performance.

Proposed Resolution

        We are asking our shareholders to vote on the following resolution at the annual meeting:

        RESOLVED, that the shareholders approve, on a non-binding, advisory basis, the compensation paid to the Company's named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth herein.

Required Vote

        Approval of the say-on-pay resolution requires the affirmative vote of at least a majority of the outstanding shares of our common stock present at the annual meeting, in person or by proxy, and entitled to vote on the proposal. Because broker

​

2019 PROXY STATEMENT 3

​

---

Table of Contents

non-votes are counted as present at the annual meeting for quorum purposes but are not counted as entitled to vote on this proposal, they will have no effect on the vote on the resolution approving executive compensation. Abstentions will have the same effect as a vote against this proposal.

        The vote on this say-on-pay proposal is advisory, and therefore the results of this proposal are not binding on our company, our NC&G Committee or our Board. The results of this proposal will not overrule any decision made by our Board or NC&G Committee. Our Board and our NC&G Committee value the input of our shareholders and to the extent there is any significant vote against this say-on-pay proposal, we will consider our shareholders' concerns and our NC&G Committee will evaluate whether any actions, in fiscal 2019 or in subsequent years, are necessary to address those concerns.

Recommendation of our Board of Directors

        OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL APPROVING EXECUTIVE COMPENSATION.

​

4 2019 PROXY STATEMENT

​

---

Table of Contents

CORPORATE GOVERNANCE AND BOARD MATTERS

Directors

        Under our articles of incorporation, or charter, our Board is to consist of at least nine members, with the specific number fixed by our bylaws, as amended from time to time. Our bylaws have set the number of our directors at ten members, and we currently have ten members serving on our Board.

        Our charter provides that the members of our Board are to be divided into three classes. Our Board currently consists of three Class I directors (Messrs. Dennis M. Love, Clyde C. Tuggle and E. Jenner Wood III), four Class II directors (Messrs. Thomas C. Chubb III, John R. Holder, Stephen S. Lanier, and Clarence H. Smith) and three Class III directors (Ms. Helen Ballard, Mr. Thomas C. Gallagher and Ms. Virginia A. Hepner). The terms of our Class III directors expire at the 2019 annual meeting, while the terms of our Class I directors and Class II directors expire in 2020 and 2021, respectively.

        Our Board has unanimously nominated each of Ms. Helen Ballard, Mr. Thomas C. Gallagher and Ms. Virginia A. Hepner, who are currently Class III directors, for re-election at the annual meeting, each to serve for a three year term expiring in 2022 and until his or her respective successor is elected and qualified.

Director Nominees

        The following sets forth certain information concerning our nominees for director, as well as a description of the specific experience, qualifications, attributes and skills that led our Board to conclude that each of these individuals should serve as a director.

​

2019 PROXY STATEMENT 5

​

---

Table of Contents

Continuing Directors

        The following sets forth certain information concerning our Class I and Class II directors, whose terms expire in 2020 and 2021, respectively, as well as a description of the specific experience, qualifications, attributes and skills that led our Board to

​

6 2019 PROXY STATEMENT

​

---

Table of Contents

conclude that each of these individuals should serve as a director. Each of our Class I and Class II directors is currently expected to remain in office for the remainder of his current term.

​

2019 PROXY STATEMENT 7

​

---

Table of Contents

​

8 2019 PROXY STATEMENT

​

---

Table of Contents

​

2019 PROXY STATEMENT 9

​

---

Table of Contents

Director Independence

        Our Corporate Governance Guidelines provide that we will have a majority of "independent" directors under the NYSE's listing standards, as determined by the Board, and that, at least annually, our NC&G Committee will review each relationship that exists with a director and his or her related interests for the purpose of determining whether the director is independent. Based in part on our NC&G Committee's review, our Board annually considers the independence of each of our directors, as well as upon learning about intervening events that may impact director independence.

        At their March 2019 meetings, our NC&G Committee and full Board considered director independence. As part of this consideration, our NC&G Committee and Board broadly considered all relevant facts and circumstances, including the NYSE's corporate governance listing standards and all relevant transactions and relationships between each director (including each director's immediate family members and other affiliates) and our company and our management to determine whether any relationship might impair the director's ability to make independent judgments.

        Based on this review and consistent with the recommendation of our NC&G Committee, our Board affirmatively determined that all nine of our non-employee directors (Mses. Ballard and Hepner and Messrs. Gallagher, Holder, Lanier, Love, Smith, Tuggle and Wood) are independent.

        Mr. Chubb is currently our Chairman, Chief Executive Officer and President, and therefore not considered an independent director.

        In evaluating the independence of our directors, our NC&G Committee and Board gave particular consideration to the following relationships:

•

Mr. Thomas C. Gallagher was serving as the non-executive Chairman of Genuine Parts Company, where two of our other directors, Mr. Holder and Mr. Wood, currently serve as directors; and Mr. Gallagher served on our Board from 1991 until 2007, when he resigned in order to eliminate a director interlock relationship that previously existed; and

​

10 2019 PROXY STATEMENT

​

---

Table of Contents

•

Mr. Stephen S. Lanier is the grandson of one of our founders; he is also the son of Mr. J. Hicks Lanier, our former Chairman, Chief Executive Officer and President, who has not been an employee of our company since the end of 2012 and retired from his position as our non-executive Chairman in 2015. Mr. Stephen Lanier's father continues to receive nominal non-cash benefits from our company in the form of office space, shared secretarial services and parking at our headquarters, as well as discounts on merchandise purchased directly from our company consistent with the discounts provided to other recent retirees from our Board.

        Our Board determined that these relationships were not material to a determination that the applicable individuals are independent, particularly taking into consideration, among other things, the objectivity of Mr. Thomas Gallagher and Mr. Stephen Lanier at previous meetings of our Board and the gap in time since Mr. J. Hicks Lanier's retirement.

Corporate Governance Guidelines; Conduct Policies

        Our Board has adopted Corporate Governance Guidelines that set forth certain guidelines for the operation of the Board and its committees. In accordance with its charter, our NC&G Committee periodically reviews and assesses the adequacy of our Corporate Governance Guidelines. As provided under our Corporate Governance Guidelines, our Board annually conducts a self-evaluation, which our NC&G Committee oversees. Our Board has the authority to engage its own advisors and consultants.

        Our Board has also adopted a Code of Conduct for all of our directors, officers and employees, as well as an ethical conduct policy that applies to our senior financial officers, specifically our chief executive officer and our chief financial officer and controller. We intend, if applicable, to disclose amendments to our Code of Conduct and our ethical conduct policy for our senior financial officers (other than technical, administrative or other non-substantive amendments) and material waivers of (or failure to enforce) any provisions of these conduct policies (if applicable to any of our directors or executive officers) on our website at www.oxfordinc.com.

Corporate Social Responsibility

        Our company recognizes the importance of fostering a culture of social responsibility, which is embodied in our Code of Conduct and can be summed up in four words: Do the right thing. For our company, this means doing the right thing for our people, the places we work and our planet, as embodied in the following three pillars of our corporate social responsibility initiatives.

Empower Our People

        We believe that all individuals should be treated with respect and dignity. Our long-term sustainability as a global organization is built on two basic tenets: (1) provide our team members with an enriching environment in which to develop professionally; and (2) ensure fair and safe working conditions for all workers engaged within our supply chain.

Enrich Our Communities

        Having been in business for over 75 years, we recognize that in order for a company to survive, it must develop deep connections with the communities in which it operates. We recognize the impact we can have on our communities and understand our responsibility in making the world a better place for future generations. We are proud of our company, our brands and our personnel for the manner in which we strive to support our communities, through volunteer efforts, charitable giving, sponsorship activities and working with like-minded, responsible business partners.

Reduce Our Footprint

        We are cognizant of the impact that our operations can have on the environment and actively explore and pursue environmentally-friendly processes throughout our businesses. In order to make the world a better place for future generations, we understand that we must operate our business in a way that reduces waste and minimizes the impact of our operations on the planet. Our sustainability activities include, for example: (1) energy efficiency initiatives; (2) waste minimization efforts; (3) the use of recycled materials within our supply chain; (4) the implementation of environmentally responsible solutions at our physical locations; (5) working with trade organizations to keep up with industry developments and opportunities; and (6) the incorporation of sustainable raw materials in our products.

        For more information, please visit the "Corporate Responsibility" tab on our website at http://www.oxfordinc.com.

​

2019 PROXY STATEMENT 11

---

Table of Contents

Board Meetings and Committees of our Board of Directors

        During fiscal 2018, our Board held four meetings and committees of our Board held a total of five meetings. During fiscal 2018, each of our directors attended at least 75% of the aggregate number of meetings of our Board and of all committees of which the director was a member during the period he or she was a director or committee member. Although we do not have a formal policy requiring attendance by directors at our annual meetings of shareholders, as stated in our Corporate Governance Guidelines, we encourage directors to attend our annual meetings of shareholders in person. In order to help facilitate attendance by our directors, we generally schedule our annual meetings of shareholders to coincide with the date of a quarterly meeting of our Board. All of our directors attended our 2018 annual meeting.

        Our Board has a standing Executive Committee, Audit Committee and NC&G Committee. The following table identifies the members of each of these committees as of April 18, 2019 and the number of meetings (and actions taken by written consent in lieu of meetings) held by each of these committees during fiscal 2018.

Executive Committee

        Our Executive Committee has the power to exercise the authority of the full Board in managing the business and affairs of our company, except certain powers that are reserved to our full Board under Georgia law. In practice, our Executive Committee serves as a means for taking action requiring our Board's approval between its regularly scheduled meetings.

Audit Committee

        Our Audit Committee was established in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (which we refer to as the "SEC") and assists our Board in fulfilling its responsibilities by overseeing the following: (1) the integrity of our financial statements, reporting processes and systems of internal controls; (2) our compliance with applicable laws and regulations; (3) the qualifications and independence of our independent registered public accounting firm; (4) the performance of our internal audit department and our independent registered public accounting firm; and (5) our guidelines and policies for risk assessment and risk management.

        The principal duties and responsibilities of our Audit Committee are set forth in its charter. Pursuant to its charter, our Audit Committee has full access to our books, records, facilities and personnel, as well as the express authority to retain, at our company's expense, any outside legal, accounting or other advisors that it deems necessary or helpful to the performance of its responsibilities. Pursuant to its charter, our Audit Committee is also charged with reviewing our guidelines and policies with respect to risk assessment and risk management, including cybersecurity risks and major financial risk exposures, and the steps taken by our management to monitor and control those risks. In addition, our Audit Committee may exercise additional authority prescribed from time to time by our Board.

        Our Board annually evaluates the financial expertise and independence of the members of our Audit Committee. Following its review in March 2019, our Board determined that Mr. Holder and Mr. Love are "audit committee financial experts," as that term is defined by SEC rules and regulations, and that all of the members of our Audit Committee are financially literate in accordance with the NYSE's governance listing standards and SEC rules and regulations.

​

12 2019 PROXY STATEMENT

​

---

Table of Contents

Nominating, Compensation & Governance Committee (or NC&G Committee)

        The purpose of our NC&G Committee is to: (1) assist our Board in fulfilling its responsibilities with respect to the compensation of our executive officers; (2) recommend candidates for all directorships to be filled; (3) identify individuals qualified to serve as members of our Board; (4) review and recommend committee appointments; (5) take a leadership role in shaping our corporate governance; (6) develop and recommend our Corporate Governance Guidelines to our Board for adoption; (7) lead our Board in an annual review of its own performance; and (8) perform other functions that it deems necessary or appropriate. Pursuant to its charter, our NC&G Committee has the express authority to retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor, at our company's expense.

        Our NC&G Committee also has the following responsibilities, among others, related to compensation matters: (1) administering our stock option and restricted stock plans; (2) reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer's performance in light of those goals and objectives and determining the compensation of our Chief Executive Officer based upon this evaluation; (3) reviewing and approving the compensation of our non-CEO executive officers; and (4) making recommendations to our Board regarding certain incentive compensation plans and equity-based plans. In addition, as part of its oversight of our overall compensation program, our NC&G Committee considers our compensation policies and procedures, including the incentives that they create and factors that may influence excessive risk taking.

        Following its review in March 2019, our Board determined that all of the members of our NC&G Committee are independent and meet the enhanced independence standards applicable to compensation committee members under the NYSE's corporate governance listing standards and SEC rules and regulations. For information about the role of executive officers and compensation consultants in determining compensation, see "Executive Compensation—Compensation Discussion and Analysis" below.

Meetings of Non-Employee Directors

        Pursuant to our Corporate Governance Guidelines, our non-employee directors periodically meet separately in executive sessions. Mr. Wood, as our lead director, chaired the meetings of our non-employee directors during fiscal 2018.

Board Leadership

        Our Board is responsible for governing the affairs of our company for the benefit of our shareholders. In discharging this responsibility, our Board relies on the judgment, business acumen and experience of our qualified management team. Our directors believe that the appropriate leadership structure for our Board may change from time to time. As stated in our Corporate Governance Guidelines, our Board does not have a policy as to whether our Chief Executive Officer should also serve as chair of our Board. The Board makes this decision as it deems appropriate from time to time based upon the relevant factors applicable to each case. At least annually, the Board deliberates on and discusses the appropriate leadership structure for our Board based on the needs of our company.

        Our Board is currently comprised of nine independent directors and one management director (our current Chairman, Chief Executive Officer and President, Mr. Chubb). In electing Mr. Chubb as our Chairman, our Board considered Mr. Chubb's leadership qualities; management capability; knowledge of our business and industry; long-term, strategic perspective demonstrated over the course of many years; and performance as our Chief Executive Officer and President.

        In Mr. E. Jenner Wood III, we also have an active, engaged lead (independent) director. In his capacity as the lead director, Mr. Wood sets the agenda for, and chairs, executive sessions of our non-employee directors; serves as a liaison between independent directors and Mr. Chubb; and serves as a liaison between our shareholders and our independent directors. As lead director, Mr. Wood is in regular contact with Mr. Chubb about our operating results and activities, risks to our business and business prospects.

        We also have a supermajority of independent directors, regular meetings of our non-employee directors in executive session and an Audit Committee and NC&G Committee (each of which reports to our full Board on a quarterly basis on significant committee activities) comprised solely of independent directors. Our Board believes the current leadership structure, comprised of an executive chair and CEO balanced with a strong lead director tasked with significant specified duties, is in the best interests of our company and shareholders.

​

2019 PROXY STATEMENT 13

​

---

Table of Contents

Director Nomination Process

        In accordance with our Corporate Governance Guidelines, our NC&G Committee periodically reviews the skills and characteristics required of our directors in the context of the make-up of our Board. This assessment includes issues such as independence, expertise, age, diversity, general business knowledge and experience, financial literacy, availability and commitment, as well as other criteria that our NC&G Committee finds to be relevant. We believe continuity in director service promotes stability and provides our company with the benefit of accumulated familiarity and insight. Accordingly, our NC&G Committee's process for identifying nominees reflects our company's practice of re-nominating incumbent directors whom the committee believes will continue to beneficially contribute to our Board.

        Although our Board does not follow any ratio or formula to determine the appropriate mix of directors, consistent with our Corporate Governance Guidelines, our NC&G Committee recognizes that a diversity of viewpoints and practical experiences can enhance our Board's effectiveness. Accordingly, it is the practice of our NC&G Committee in evaluating the diversity of potential director candidates to give particular consideration to the diverse experiences and perspectives that a prospective candidate may bring to our Board. In order to accomplish its objectives, our NC&G Committee's evaluations of potential candidates generally involve a review of the candidate's background and credentials, interviews of a candidate by members of our Board and discussions among our directors. Based on its evaluation in light of the foregoing factors, our NC&G Committee recommends candidates to our full Board which, in turn, selects candidates to be nominated for election by the shareholders or to be elected by our Board to fill a vacancy.

Director Compensation

Compensation Program for Fiscal 2018

        For fiscal 2018, our non-employee directors were compensated in accordance with the following program guidelines:

•

an annual stock retainer in the form of restricted stock (subject to a vesting period generally coinciding with one year of service on our Board) granted to each non-employee director with a grant date fair value of $70,000 (an increase of $5,000 from the 2017 program);



•

an annual cash retainer of $40,000 payable in quarterly installments to each non-employee director (an increase of $5,000 from the 2017 program);



•

an additional annual cash retainer of $12,500 payable in quarterly installments to our lead director and the chairs of our Audit and NC&G Committees; and



•

an annual cash retainer of $5,000 payable in quarterly installments to each member, including the chairs, of our Audit and NC&G Committees.

        To further encourage our directors to enhance their ownership of our stock, our non-employee directors are given the option to elect to receive their annual cash retainers in the form of a one-time restricted stock grant having a grant date fair value equal to the retainer. For fiscal 2018, two of our non-employee directors elected to receive their cash retainers in the form of restricted stock.

        Director compensation is paid for the 12-month period commencing with each annual meeting of shareholders. Accordingly, the fiscal 2018 director compensation program described above applies to the period starting with the 2018 annual meeting held on June 20, 2018 and concluding with this year's annual meeting on June 18, 2019 and does not coincide with our 2018 fiscal year for which director compensation is reported in the table below under "—Director Compensation for Fiscal 2018."

        Under our Deferred Compensation Plan, our non-employee directors are eligible to defer receipt of up to 100% of their cash retainers. Participating non-employee directors are permitted to "invest" their deferred fees among a platform of investment options that are available to our eligible employees who participate in the plan. Our Deferred Compensation Plan is an unfunded, non-qualified deferred compensation plan, and participants' account balances are subject to the claims of our company's creditors. In the event that our company becomes insolvent, participants in the plan would be unsecured general creditors with respect to their account balances, which we believe further aligns the interests of our participating directors with the long-term interests of our shareholders. Because our Deferred Compensation Plan does not provide above-market, fixed rates of return, earnings under the plan are not included in the table below under "—Director Compensation for Fiscal 2018." Three of our non-employee directors elected to participate in our Deferred Compensation Plan during fiscal 2018.

        Employee directors do not receive an annual retainer or meeting fees for their service on our Board.

​

14 2019 PROXY STATEMENT

​

---

Table of Contents

Director Compensation for Fiscal 2018

        The table below summarizes the compensation for our non-employee directors for fiscal 2018.

Stock Ownership and Retention Guidelines

        To reinforce the alignment of the interests of our directors with the long-term interests of our shareholders, our Board has established stock ownership guidelines applicable to our non-employee directors. Under these guidelines, each of our non-employee directors is expected to accumulate and hold shares of our common stock having a fair market value equal to 2.0x the director's annual retainer. Our non-employee directors have four years from their appointment to meet their ownership guideline requirement. Each of our non-employee directors has met his/her ownership guideline.

        Our Corporate Governance Guidelines also provide for a retention guideline, or holding period, of one year for stock acquired upon the exercise of options or lapse of restrictions on restricted stock (net of funds reasonably expected to be necessary to satisfy applicable taxes and/or pay the exercise price of stock options) that applies to our non-employee directors.

​

2019 PROXY STATEMENT 15

​

---

Table of Contents

EXECUTIVE OFFICERS

        All of our executive officers are elected by and serve at the discretion of our Board. The following table sets forth information about our executive officers as of [April 18, 2019]:

​

16 2019 PROXY STATEMENT

---

Table of Contents

EXECUTIVE COMPENSATION

Introduction

        In this section of the proxy statement, we provide information about our executive compensation program specifically as it relates to our "named executive officers," or NEOs. This information includes: (1) a Compensation Discussion and Analysis discussing, among other things, how and why our NC&G Committee (which we refer to in this section of the proxy statement as our "compensation committee") made its fiscal 2018 compensation decisions for our NEOs; (2) the compensation tables required by the SEC's rules and regulations; and (3) a summary of certain limited arrangements with our NEOs that provide for payments upon defined change of control events or upon termination of employment.

        Under the SEC's rules, our NEOs for purposes of this proxy statement consist of our principal executive officer, principal financial officer and three other most highly compensated executive officers who were serving at the end of fiscal 2018. For fiscal 2018, our NEOs were as follows:

•

Mr. Thomas C. Chubb III, Chairman, Chief Executive Officer and President (our principal executive officer);



•

Mr. Thomas E. Campbell, Executive Vice President-People & Technology;



•

Mr. K. Scott Grassmyer, Executive Vice President-Finance, Chief Financial Officer and Controller (our principal financial officer);



•

Ms. Michelle M. Kelly, Chief Executive Officer, Lilly Pulitzer; and



•

Mr. Douglas B. Wood, Chief Executive Officer, Tommy Bahama

Compensation Discussion and Analysis

Executive Summary

        We are a global apparel company that designs, sources, markets and distributes products bearing the trademarks of our Tommy Bahama, Lilly Pulitzer and Southern Tide lifestyle brands and other owned and licensed brands as well as private label apparel products. During fiscal 2018, 93% of our net sales were from our owned lifestyle brands and 69% of our net sales were through our direct to consumer channels of distribution. In fiscal 2018, 96% of our consolidated net sales were to customers located in the United States.

        Our business strategy is to develop and market compelling lifestyle brands and products that evoke a strong emotional response from our target consumers. We consider lifestyle brands to be those brands that have a clearly defined and targeted point of view inspired by an appealing lifestyle or attitude. Furthermore, we believe lifestyle brands that create an emotional connection, like Tommy Bahama, Lilly Pulitzer and Southern Tide, can command greater loyalty and higher price points at retail and create licensing opportunities, which may drive higher earnings. We believe the attraction of a lifestyle brand depends on creating compelling product, effectively communicating the respective lifestyle brand message and distributing products to consumers where and when they want them.

        Overall, our fiscal 2018 financial results were solid, particularly taking into consideration the rapidly-evolving retail apparel market and our decision to scale back on our brand exposure to the department store channels of distribution. We were able to deliver a solid return to our shareholders, and we believe that the compensation paid to our NEOs in respect of fiscal 2018 correlates to our financial performance. Notably:

•

we were able to drive a 4% increase in comparable store sales and 2% increase in our consolidated net sales to $1.107 billion for fiscal 2018;



•

during the year, we continued to focus on enhancing our already strong ecommerce and mobile capabilities, realizing over $235 million in revenue, or 22% of our total revenue, from our enterprise-wide ecommerce business during the year;



•

the fiscal 2017 initiatives we commenced towards improving Tommy Bahama's operating results continued into fiscal 2018, generating 100+ basis point expansion in gross margin and a 3% increase in comparable store sales for the year;



•

Lilly Pulitzer continued to be an industry exemplar, with more than 9% top line growth, positive comps in all four quarters and an operating margin of over 17% for fiscal 2018;

​

2019 PROXY STATEMENT 17

​

---

Table of Contents

•

our newest business acquisitions Southern Tide and The Beaufort Bonnet Company were successfully integrated into our organization and had fiscal 2018 operating results which exceeded our targets for the year;



•

demonstrating our commitment to return value to shareholders, our cash dividends of $1.36 per share for fiscal 2018 represented a 26% increase from the prior year; and



•

importantly, we were able to invest in technology enhancements, retail/food and beverage build-outs, remodels and enhancements, and marketing initiatives that we believe positions our businesses for success in the future.

Consideration of Last Year's Advisory Say-On-Pay Votes

        At our 2018 annual meeting, we held an advisory vote seeking shareholder approval of a "say-on-pay" proposal approving our NEO compensation program. At the 2018 annual meeting, over 99.5% of the votes cast on our say-on-pay proposal were in support of our NEO compensation program, as described in our 2018 proxy statement. Our compensation committee regularly evaluates market compensation practices, taking into consideration information relating to compensation paid by peers, and implements changes as it deems appropriate. Recognizing the strong shareholder support on last year's say-on-pay proposal, our compensation committee has continued to apply the same principles and general compensation programs.

Compensation Philosophy and Objectives

        Our executive compensation programs are designed to:

•

maintain a strong link between pay and performance;



•

align our executive officers' interests with those of our shareholders; and



•

ensure that we are able to attract and retain talented individuals.

        Consistent with these objectives, our NEO compensation practices incorporate the following in consideration of the long-term best interests of our shareholders:

•

we tie a meaningful percentage of each NEO's potential cash and total compensation opportunities to performance of our company and/or our operating groups;



•

we do not have employment agreements with our NEOs;



•

we do not provide our NEOs with tax gross-ups;



•

our equity compensation awards are subject to a "double trigger" acceleration of vesting;



•

we maintain a stand-alone recoupment or "clawback" policy with respect to incentive-based cash and equity compensation for our NEOs;



•

we do not pay dividends or dividend equivalents on performance-based equity compensation awards during the applicable performance period;



•

repricing of stock options is prohibited under our Long-Term Stock Incentive Plan (which we refer to as the "LTIP") absent shareholder approval;



•

we maintain stock ownership guidelines for our NEOs;



•

we have a retention guideline, or holding period, on exercised stock options and vested restricted stock that applies to our NEOs;



•

we have an anti-hedging policy prohibiting our directors and executive officers from hedging the economic risk of ownership of our company's stock;



•

we have an anti-pledging policy applicable to our directors and executive officers; and



•

we provide only modest perquisites, namely complimentary or discounted availability of our products, that serve the best interests of our business and are common practice in our industry.

​

18 2019 PROXY STATEMENT

​

---

Table of Contents

Compensation Decision Process

        Compensation Consultants.    Pursuant to its charter, our compensation committee has the authority, with our company's funding, to retain or obtain the advice of a compensation consultant to assist in the performance of its responsibilities; provided, that, it will retain such an advisor only after taking into consideration relevant factors relating to the advisor's independence from our management.

        Our compensation committee again retained Mercer (US) Inc. as its compensation consultant during fiscal 2018 to assist and advise with various executive compensation matters, including the total compensation paid to our executive officers, the individual components of executive officer compensation, and market data, including the peer group, used in reviewing and formulating executive officer compensation.

        In relation to our compensation committee's retention of Mercer, our compensation committee considered various factors relating to the advisor's independence from our management, including those enumerated by the NYSE. As part of its evaluation, our compensation committee considered the following: Mercer's parent company Marsh & McLennan Companies provides insurance brokerage services to our company; the fees paid to Marsh & McLennan (including Mercer) in connection with those brokerage services represented a nominal amount of the revenues generated by that company; Mercer's policies and procedures relating to conflicts of interest; the fact that the Mercer consultants that work with our company do not own any of our common stock; and certain consulting services provided by Mercer to employers of certain of our compensation committee members. Following its review, our compensation committee concluded that Mercer was independent.

        Key Participant Roles.    The following table summarizes the significant roles of the various key participants, including those of certain of our executive officers, in the decision-making process with respect to NEO compensation, in particular for fiscal 2018:

​

2019 PROXY STATEMENT 19

​

---

Table of Contents

        Market Data.    We utilize market surveys to obtain a general understanding of compensation practices and trends, and in evaluating market comparisons of compensation paid to our NEOs when making compensation recommendations and decisions for our NEOs. For fiscal 2018 compensation reviews, we utilized the applicable IPAS Global Consumer Goods Surveys; Mercer's Executive Remuneration Surveys; and Willis Towers Watson's General Industry and Retail/Wholesale Survey Reports on Executive Compensation. We do not have any input into the companies that make up these surveys.

        In addition, our compensation committee reviews compensation data obtained from publicly available sources for peer companies. For fiscal 2018, our compensation committee reviewed relevant compensation data from the following companies:

​

20 2019 PROXY STATEMENT

​

---

Table of Contents

Elements of Executive Officer Compensation

        Total compensation for our NEOs in 2018, and prior years, has consisted of the following:

        Target Compensation Levels.    In recent years, our compensation committee has generally utilized the median of total cash compensation (base salary and cash incentive awards) for similar positions identified using industry and general market data, as well as that of similarly situated executives at the peer company group, as a guideline for evaluating and approving the target total cash compensation for our NEOs. In establishing specific base salary amounts and cash incentive award target amounts payable to any individual NEO, our compensation committee takes into consideration a number of factors, such as the individual's specific role, the individual's performance and accomplishment of significant business strategies, the size of the individual's operating group or business unit, the oversight and other responsibilities of the individual, the individual's employment experience, the individual's compensation history at our company, other factors related to the scope or unique nature of the position's responsibilities, and retention considerations. For reference, total target cash compensation approved by our compensation committee for our Chief Executive Officer for fiscal 2018 was approximately 82% of the peer group median and at the market survey median studied by the committee.

​

2019 PROXY STATEMENT 21

​

---

Table of Contents

        In approving the amount of long-term equity compensation granted to our NEOs, our compensation committee reviews market data to understand trends and general compensation practices (for example, typical vesting periods, types and values of equity grants and/or the mix of cash and equity compensation). In approving our fiscal 2018 equity compensation program, which is described under "—Long-Term Equity Incentive Compensation," our compensation committee also took into consideration market survey and peer group data on equity compensation ranges and recommendations made by the compensation consultant engaged by our compensation committee in order to assess the competitiveness of our company's compensation practices. For reference, total target direct compensation (cash and equity) approved by our compensation committee for our Chief Executive Officer for fiscal 2018 was approximately 54% of the peer group median and 76% of the market survey median studied by the committee.

        Compensation Mix.    Our compensation committee reviews all components of the compensation payable to our NEOs, including base salaries, cash incentive awards and long-term equity compensation. Our compensation committee generally increases target incentive award levels for an NEO as such officer's responsibilities within our organization increase, thereby more heavily weighting the variable elements of compensation for our most senior executives who are more likely to have a strong and direct impact in achieving strategic and financial goals that are most likely to affect shareholder value. Our compensation committee believes that the best interests of our shareholders are served by tying pay to performance and subjecting a meaningful proportion of our NEOs' total compensation to the achievement of company and/or operating group goals. When approving the total target compensation of our NEOs, our compensation committee takes into consideration the allocation of the total compensation to base salary, short-term incentive compensation and long-term equity compensation; however, our compensation committee does not expressly allocate or target a specified percentage of total compensation to individual components.

        We have four primary elements of direct compensation for our NEOs, which are described below: base salary; short-term (cash) incentive compensation; performance-based long-term equity awards with additional service requirements; and service-based long-term equity awards. As illustrated below, a significant portion of our NEOs' total target direct compensation for fiscal 2018 was "at risk" compensation tied to our company's performance, which we believe further aligns the interests of our NEOs with those of our shareholders*:

Base Salary

        Our compensation committee utilizes base salaries to provide a fixed amount of compensation to our NEOs for the performance of their duties. Base salaries of our NEOs are reviewed on an annual basis. Our compensation committee determines the salary of our Chief Executive Officer and reviews and approves (with or without modification) our Chief Executive Officer's recommended salaries for our other executive officers.

​

22 2019 PROXY STATEMENT

​

---

Table of Contents

Base Salaries for Fiscal 2018

        Chief Executive Officer's Review.    In March 2018, our compensation committee evaluated Mr. Chubb's performance. As part of its review, our compensation committee considered Mr. Chubb's and our company's performance and achievements during fiscal 2017, including in particular:

•

Mr. Chubb's proactive tackling of industry challenges by further leveraging expertise across the enterprise in key functional areas such as marketing, product development, data security, information technology and sourcing;



•

the execution of strategic initiatives to improve the operating performance at Tommy Bahama, which achieved 5% comparable store sales in fiscal 2017 and 100+ basis point expansion in both gross margins and operating margins;



•

the strategic nature of store openings at Tommy Bahama and Lilly Pulitzer, which focused on testing concepts and markets that might allow for sustainable long-term growth in those businesses;



•

focusing on enhancing our ecommerce and mobile capabilities, realizing over $200 million in revenue in fiscal 2017 from our enterprise-wide ecommerce business;



•

focusing on the appropriate mix of distribution channels to maintain and, in most cases, enhance long-term brand integrity for our key brands, which included sacrificing sales opportunities to department store channels and focusing on direct-to-consumer initiatives; and



•

achieving EPS and profitability for the company that even exceeded our challenging goals.

Base Salaries for our NEOs

        Following a review of relevant market data with respect to each of our NEOs, individual performance and contributions to our company, the earned compensation amounts for fiscal 2017 and the financial performance of our company and various business units, our compensation committee approved the following merit-based increases in base salary (which became effective following the committee's meeting in March 2018):

Short-Term Incentive Compensation

        Our compensation committee has utilized cash incentive awards to provide our NEOs with variable cash compensation opportunities based on company and/or operating group performance.

        For fiscal 2018, our compensation committee approved an annual cash incentive program for our NEOs. The program set target awards and performance goals based exclusively on the performance of our company or applicable operating group during the year. The fiscal 2018 program was generally similar in structure and operation to the program utilized in recent years.

        Consistent with the objective of motivating our NEOs to achieve and exceed performance goals, our compensation committee approved threshold, target and maximum award levels expressed as a percentage of each NEO's base salary for fiscal 2018, as follows:

​

2019 PROXY STATEMENT 23

---

Table of Contents

        For cash incentive awards that could become payable to Mr. Chubb, Mr. Campbell and/or Mr. Grassmyer, our compensation committee approved individual performance measures based on profit before taxes, as adjusted for non-recurring or unusual items (PBT), of our company and each of our operating groups. The total cash incentive award for each of these individuals was comprised of distinct performance measure components tied to our company as a whole, as well as each of our operating groups individually. PBT is a performance measure which we believe drives shareholder value by focusing management on the profitability of our company and/or operating groups, taking into consideration the cost of the capital being deployed.

        For cash incentive awards that could become payable to Ms. Kelly, the incentive award was based entirely on our Lilly Pulitzer operating group's satisfaction of applicable PBT targets. For cash incentive awards that could become payable to Mr. Wood, the incentive award was based entirely on our Tommy Bahama operating group's satisfaction of applicable PBT targets.

        For each of our NEOs, no cash incentive would be payable for fiscal 2018 unless the applicable threshold performance measure for the applicable operating group and/or our company was satisfied.

        In establishing performance targets for cash incentive award opportunities for each of our NEOs for fiscal 2018, our compensation committee took into consideration our forecasts for the fiscal year and anticipated changes in our business(es) from the prior year.

•

For purposes of the cash incentive award for Mr. Chubb, Mr. Campbell and Mr. Grassmyer, the table below sets forth the threshold, target and maximum performance targets for each of our operating groups and our company as a whole; the actual performance of each of our operating groups and our company as a whole during fiscal 2018; the applicable weighting allocated to each of our operating groups and our company as a whole; and the weighted contribution to the actual incentive award earned by each of these executive officers.



•

For purposes of the cash incentive awards to Ms. Kelly and Mr. Wood, the table below includes the threshold, target and maximum performance targets established by our compensation committee for our Lilly Pulitzer operating group and our Tommy Bahama operating group, respectively, and the actual performance of each of those operating groups during fiscal 2018.

        The target PBT for each group and for our total company took into consideration our forecasts for fiscal 2018, while focusing our operating groups on achieving significant year-over-year percentage growth within their respective businesses to achieve target.

        Based on our fiscal 2018 performance, each of our NEOs earned the following cash incentives in respect of fiscal 2018:

​

24 2019 PROXY STATEMENT

​

---

Table of Contents

Long-Term Equity Incentive Compensation

        Our compensation committee utilizes stock-based incentive awards under the LTIP to incent our NEOs to remain with our company and further align the interests of our NEOs with those of our shareholders. In March 2018, our compensation committee approved the equity compensation program for fiscal 2018.

        For fiscal 2018, the program included two equity elements:

•

performance-based restricted stock awards under the LTIP that provided participants the opportunity to earn restricted shares contingent upon our achievement of certain earnings per share performance goals for our company during fiscal 2018, with any restricted shares earned by recipients further subject to a two year vesting period following the conclusion of the performance period, with the shares cliff vesting on April 9, 2021; and



•

service-based restricted shares under the LTIP that are subject to a three year vesting period, with the awards cliff vesting on April 9, 2021.

        Our compensation committee believes that a mix of performance-based and service-based equity awards is in line with market data and furthers the program's incentive and retention objectives. The table below sets forth the awards approved by our compensation committee for each of our NEOs for the fiscal 2018 LTIP program.

        The 2018 earnings per share performance goals established by our compensation committee for the performance-based restricted stock awards were as follows: threshold—$3.78; target—$4.45; and maximum—$5.12. Our actual fiscal 2018 earnings per share, as defined under the program, was $4.45. The earnings per share for our performance-based restricted stock awards utilizes a performance target definition established by the compensation committee at the beginning of fiscal 2018 and, as a result, differs from the adjusted earnings per share that we report in our earnings releases.

        As a result of our performance, 100% of the target performance-based restricted shares for fiscal 2018 were earned. From the actual grant of earned restricted shares in March 2019 through the applicable vesting date, our NEOs receive dividends on these restricted shares and are entitled to voting rights. The fiscal 2018 equity awards would generally be forfeited if the recipient is not continuously employed by us through the applicable vesting date. Accelerated vesting of the award is limited to a "double trigger" scenario (i.e., a change of control of our company and a termination of employment by the individual with good reason or by us or our acquiror without cause). In addition, amounts received or that may be received under the fiscal 2018 equity compensation program in respect of performance-based awards are subject to a clawback provision in the event of certain material restatements of our financial statements.

Other Benefit Plans and Perquisites

        Retirement Savings Plan.    During fiscal 2018, we provided retirement benefits to our eligible employees, including our NEOs, under the terms of our tax-qualified retirement savings plan (which we also refer to as our "401(k) plan"). Our 401(k) plan is intended to promote retirement savings by providing employees with an opportunity to save in a tax-efficient manner. During calendar year 2018, we made matching contributions to participants who had achieved a minimum of one year of service under the plan of 100% of the first 5% of the participant's compensation that is deferred.

        Our company contributions under the 401(k) plan are subject to limitations prescribed by the Internal Revenue Code. Our company contributions to the 401(k) plan vest immediately. Our NEOs are permitted to make contributions to the plan solely from pre-tax compensation and participate in our 401(k) plan on the same terms as other "highly compensated employees" (determined under applicable Internal Revenue Service guidelines) of our company. During fiscal 2018, all of our NEOs participated in our 401(k) plan. Company contributions for each NEO during fiscal 2018 under our 401(k) plan are included in the table below under "—Compensation Tables—Summary Compensation Table for Fiscal 2018."

​

2019 PROXY STATEMENT 25

​

---

Table of Contents

        Non-Qualified Deferred Compensation Plan.    We offer a Non-Qualified Deferred Compensation Plan, which we refer to as the "Deferred Compensation Plan," to certain highly compensated employees based in the United States, including our NEOs (other than Ms. Kelly, who is an employee of our Lilly Pulitzer operating group, which does not currently participate in our Deferred Compensation Plan). Under the Deferred Compensation Plan, a participant may defer up to 50% of base salary and up to 100% of an annual performance-based cash incentive award. The eligible NEOs participate in the Deferred Compensation Plan on the same terms as our other eligible, participating employees. During fiscal 2018, Messrs. Chubb, Campbell, Grassmyer and Wood participated in the Deferred Compensation Plan.

        All deferral elections are irrevocable except in the case of a hardship. In respect of calendar year 2018, we made a contribution to each participant's account of (1) 4% of the amount that a participant's compensation during the calendar year exceeded the 401(k) compensation limit for the calendar year (which for calendar year 2018 was $275,000), and (2) 4% of any compensation that is excluded from receiving a company match in the 401(k) plan due to participation in the Deferred Compensation Plan, provided in each case that the participant elects under the Deferred Compensation Plan to defer at least 1% of his or her base salary for the year in the Deferred Compensation Plan. Company contributions for each NEO during fiscal 2018 under our Deferred Compensation Plan are included in the table below under "—Compensation Tables—Summary Compensation Table for Fiscal 2018."

        The Deferred Compensation Plan is intended to offer our highly compensated employees, including our eligible NEOs, a tax-efficient method for accumulating retirement savings, as well as to provide an opportunity for our executives to accumulate savings in a tax-efficient manner for significant expenses while continuing in service. The Deferred Compensation Plan constitutes an unfunded, non-qualified deferred compensation plan, and participants' account balances are subject to the claims of our company's creditors. In the event that our company becomes insolvent, participants in the Deferred Compensation Plan would be unsecured general creditors with respect to their account balances, which we believe further aligns the interests of our participating NEOs with the long-term interests of our shareholders.

        Because our Deferred Compensation Plan does not provide above-market, fixed rates of return, earnings under the plan are not included in the table below under "—Compensation Tables—Summary Compensation Table for Fiscal 2018." Earnings and related activity under the Deferred Compensation Plan by our NEOs during fiscal 2018 are described below under "—Compensation Tables—Fiscal 2018 Non-Qualified Deferred Compensation."

        Executive Medical Insurance Plan.    During fiscal 2018, certain of our key employees, including Messrs. Chubb, Campbell and Grassmyer, were eligible to participate in a fully insured executive medical plan that covers medical expenses, including deductibles, as well as dental, vision and similar coverage, not covered under a base medical plan. The plan provides for coverage of up to $100,000 per year with a limit of $10,000 per occurrence. Our executive medical insurance also provides for a $100,000 accidental death and dismemberment benefit that will pay an eligible executive's beneficiary the lump sum amount in the event of death as a result of a covered accident. Our Lilly Pulitzer and Tommy Bahama operating groups do not participate in the executive medical insurance plan; accordingly, Ms. Kelly and Mr. Wood were not eligible to participate in this plan.

        Premiums and administration fees paid by us for each participating NEO during fiscal 2018 under the executive medical insurance plan are included in the table below under "—Compensation Tables—Summary Compensation Table for Fiscal 2018."

        Other Benefits.    In addition to the other compensation policies discussed above, our NEOs are generally eligible to participate in and receive the same health, life insurance and disability benefits, and to participate in certain other benefit plans available to our employees generally, subject to distinctions in our plans that are applicable to employees of our subsidiaries.

        Merchandise Discounts.    From time to time, our NEOs receive discounts on our company's, as well as complimentary meals at our Tommy Bahama restaurants. Certain of these discounts and benefits are offered to other designated employees from time to time. We offer these discounts and benefits because they represent common practice in our industry.

Written Arrangements

        Subject to the effect of local labor laws, all of our employees are terminable at our discretion. We do not currently have a written employment agreement with any of our NEOs.

​

26 2019 PROXY STATEMENT

​

---

Table of Contents

Clawback Policy

        We maintain a recoupment or "clawback" policy in order to further align the interests of our executive officers with the interests of our shareholders and strengthen the link between total compensation and our performance. Under this policy, we may seek to recover incentive-based cash and equity compensation from any current or former executive officer who received incentive-based compensation during the three-year period preceding the date on which we announce that we are required to restate any previously issued financial statements due to material noncompliance with any financial reporting requirement under federal securities laws.

        Under the policy, the amount to be recovered will be determined by the compensation committee taking into account such considerations as it deems appropriate, including the overpayment relative to the incentive based-compensation that would have been paid to the employee if the financial statements had been as presented in the restatement. Incentive-based compensation is defined broadly to include bonuses, awards or grants of cash or equity under any of our incentive compensation or bonus plans, including but not limited to the LTIP, in each instance where the bonuses, awards or grants are based in whole or in part on the achievement of financial results. The policy gives the compensation committee discretion to interpret and apply the policy.

Stock Ownership and Retention Guidelines; Anti-Pledging/Hedging Policy

        Our Board has established stock ownership guidelines for our executive officers, including the NEOs. The ownership guidelines specify a target number of shares of our common stock that our executive officers are expected to accumulate and hold within five years of appointment to the applicable position. Pursuant to these guidelines, each of our executive officers is expected to own or acquire shares of our common stock having a fair market value of a multiple of his or her base salary as follows: Chief Executive Officer—4.0x; President—2.5x; Executive Vice Presidents—2.0x; and All Other Executive Officers—1.5x. Each of our executive officers has satisfied the applicable stock ownership guideline.

        Our Corporate Governance Guidelines also provide for a retention guideline, or holding period, of one year for stock acquired upon the exercise of options or lapse of restrictions on restricted stock (net of funds reasonably expected to be necessary to satisfy applicable taxes and/or pay the exercise price of stock options) that applies to our executive officers, including our NEOs.

        Pursuant to our Corporate Governance Guidelines and our insider trading policy, our directors and executive officers, including our NEOs, are prohibited from hedging the economic risk of ownership of our company's stock, including through the use of puts, calls, equity swaps or other derivative securities or from entering into any pledge arrangements that use our company's stock as collateral for a loan or other purposes.

​

2019 PROXY STATEMENT 27

---

Table of Contents

Compensation Tables

Summary Compensation Table for Fiscal 2018

        The table below shows the compensation for each of our NEOs for the applicable fiscal years:

​

28 2019 PROXY STATEMENT

​

---

Table of Contents

Grants of Plan-Based Awards in Fiscal 2018

        The following table presents information for fiscal 2018 regarding equity awards granted under our LTIP and possible cash awards that could have been earned for fiscal 2018 performance, as described above under "—Compensation Discussion and Analysis—Short-Term Incentive Compensation."

Outstanding Equity Awards at Fiscal 2018 Year-End

        The following table provides information with respect to unvested equity awards held by our NEOs as of February 2, 2019. Our NEOs did not hold any unexercised stock options at the end of fiscal 2018.

​

2019 PROXY STATEMENT 29

​

---

Table of Contents