tm242696-1_nonfiling - none - 12.7812878s
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
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
Oxford Industries, Inc.
(Name of Registrant as Specified in its Charter)
   
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 25, 2024
Notice is hereby given that the 2024 Annual Meeting of Shareholders of Oxford Industries, Inc. will be held on Tuesday, June 25, 2024 at 2:00 p.m., Eastern Time. The meeting will be conducted virtually via live audio webcast. There will not be a physical location for the annual meeting, and shareholders will not be able to attend the meeting in person. Shareholders may access and participate in the annual meeting by visiting meetnow.global/MXGVM6Y. At the meeting, shareholders will consider and vote on the following matters:
(1)
To elect as directors three Class II nominees, as named in the accompanying proxy statement, to serve until the 2027 Annual Meeting of Shareholders;
(2)
To ratify the selection of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2024;
(3)
To approve, by a non-binding, advisory vote, the compensation of our named executive officers; and
(4)
To 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 19, 2024 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 designed the format of the annual meeting to ensure that shareholders have the opportunity to participate in the meeting. The annual meeting will include a Q&A session during which members of our executive leadership team, including the Chairman of the Board, will be available to answer questions submitted during the meeting, as time permits. To ensure the annual meeting is conducted in a manner that is fair to all shareholders, the Chairman (or such other person designated by our Board) may exercise discretion in recognizing questions, the order in which questions are answered and the amount of time devoted to questions.
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. A Notice of Internet Availability of Proxy Materials will be mailed to shareholders beginning on or about May 14, 2024. This proxy statement and our 2023 Annual Report on Form 10-K may be accessed by all shareholders at http://www.edocumentview.com/​OXM. Any shareholder may request a printed copy of the proxy materials by following the instructions set forth in the Notice of Internet Availability.
Your vote is important, and you are encouraged to vote as soon as possible. You may vote using any of the following methods: (1) on the Internet; (2) by requesting a paper copy of the proxy materials and submitting your vote via a toll-free telephone number or signing, dating and mailing a completed proxy card; or (3) electronically during 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.
The live audio webcast of the annual meeting will begin promptly at 2:00 p.m., Eastern Time. We encourage shareholders to access the webcast in advance of the designated start time. Please see “Information About the Meeting and Voting” in the accompanying proxy statement for additional information about how to participate in the annual meeting.
May 14, 2024
By Order of the Board of Directors,
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Suraj A. Palakshappa
Senior Vice President, General Counsel,
Treasurer and Secretary
      Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 25, 2024: This proxy statement and our 2023 Annual Report on Form 10-K are available on the Internet at http://www.edocumentview.com/OXM.
 

 
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999 Peachtree Street, N.E., Suite 688
Atlanta, Georgia 30309
PROXY STATEMENT
For 2024 Annual Meeting of Shareholders
To Be Held on June 25, 2024
Introduction
This proxy statement contains information relating to the 2024 Annual Meeting of Shareholders of Oxford Industries, Inc. to be held on Tuesday, June 25, 2024, beginning at 2:00 p.m., Eastern Time. The annual meeting will be conducted as a virtual meeting, accessible via live audio webcast at meetnow.global/MXGVM6Y.
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 cost and 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 14, 2024 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 2023 Annual Report on Form 10-K are available at http://www.edocumentview.com/​OXM. We will mail any shareholder a copy of the proxy materials free of charge, but only upon request to those following the instructions set forth in the Notice of Internet Availability.
PROPOSALS FOR SHAREHOLDER CONSIDERATION
Proposal
Board’s
Recommendation
Proposal No. 1—Election of Directors
Election of Thomas C. Chubb III, John R. Holder and Stephen S. Lanier as Class II directors for a three-year term expiring in 2027
FOR EACH
Proposal No. 2—Ratification of Ernst & Young LLP
Ratification of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2024
FOR
Proposal No. 3—Non-Binding, Advisory Vote on Executive Compensation
A non-binding, advisory vote to approve the compensation paid to our named executive officers
FOR
 

 
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. When the number of directors is increased, newly appointed directors are required to stand for election at the next annual meeting.
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 Nominations
Our Board currently consists of four Class I directors (Dennis M. Love, Clyde C. Tuggle, E. Jenner Wood III and Carol B. Yancey), four Class II directors (Thomas C. Chubb III, John R. Holder, Stephen S. Lanier and Clarence H. Smith) and three Class III directors (Helen Ballard, Virginia A. Hepner and Milford W. McGuirt).
At our 2024 annual meeting, the terms of our Class II directors will expire. Our Board, on the recommendation of our Nominating, Compensation & Governance Committee, or NC&G Committee, has unanimously nominated Thomas C. Chubb III, John R. Holder and Stephen S. Lanier for election at our annual meeting as Class II directors, each to serve for a three year term expiring in 2027 and until his respective successor is elected and qualified.
The term for Mr. Clarence H. Smith expires at the conclusion of this year’s annual meeting. Mr. Smith has served on our Board since 2003. Because Mr. Smith reached the retirement age of 72 prior to the beginning of our current fiscal year, he is no longer eligible for election as a director under our bylaws. Therefore, Mr. Smith will not seek re-election as a director at the annual meeting. We thank Mr. Smith for his many years of service to our company.
Following Mr. Smith’s retirement, there will be a vacancy on our Board. Our Board may choose to (1) immediately fill the vacancy, (2) allow the vacancy to remain open until a suitable candidate is identified and elected or (3) amend our bylaws to reduce the number of directors serving on our Board. At this time, our Board anticipates that following the annual meeting, it will amend our bylaws to reduce the number of directors serving on our Board to 10.
The terms of our Class III directors expire in 2025, and the terms of our Class I directors expire in 2026. Each of our Class III and Class I directors is currently expected to remain in office for the remainder of their current terms.
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 2024 annual meeting, we must have received the nomination not later than the close of business on March 15, 2024. We have not received a shareholder nomination for a director for consideration at the 2024 annual meeting. Accordingly, the election of directors at the 2024 annual meeting is an uncontested election.
Under Georgia law, in an uncontested election, if 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 receive a majority of the votes cast 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.
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.
 
2   2024 PROXY STATEMENT

 
Recommendation of our Board of Directors
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THOMAS C. CHUBB III, JOHN R. HOLDER AND STEPHEN S. LANIER AS A CLASS II DIRECTOR.
Proposal No. 2: Ratification of Independent Registered Public Accounting Firm
Independent Registered Public Accounting Firm
Our Audit Committee is responsible for appointing and overseeing Oxford’s independent registered public accounting firm. The Audit Committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2024, 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 its selection. Although shareholder ratification of the selection of our independent registered public accounting firm is not required by law, our Board believes soliciting shareholder approval of Ernst & Young LLP’s selection to be a matter of good corporate governance. A representative of Ernst & Young LLP is expected to participate in 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.
Required Vote
Ratification of the selection of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2024 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 2024, our Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm for fiscal 2024 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 2024.
Proposal No. 3: Non-Binding, Advisory Vote to Approve Executive Compensation
Executive Compensation
As we have done every year since 2011, we are asking shareholders for their views on our named executive officer compensation practices, as described in this proxy statement. This “say-on-pay” proposal gives our shareholders the opportunity to indicate their support 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 under “Executive Compensation—Compensation Discussion and Analysis,” our executive compensation programs are designed to maintain a strong link between pay and performance for 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 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.
 
2024 PROXY STATEMENT   3

 
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 override 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 2024 or in subsequent years, are appropriate to address those concerns.
Recommendation of our Board of Directors
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSAL APPROVING EXECUTIVE COMPENSATION.
 
4   2024 PROXY STATEMENT

 
CORPORATE GOVERNANCE AND BOARD MATTERS
Directors
Under our articles of incorporation, or charter, our Board must consist of at least nine members, with the specific number fixed by our bylaws, as amended from time to time. Our bylaws have currently set the number of our directors at 11 members, and we currently have 11 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 four Class I directors (Dennis M. Love, Clyde C. Tuggle, E. Jenner Wood III and Carol B. Yancey), four Class II directors (Thomas C. Chubb III, John R. Holder, Stephen S. Lanier and Clarence H. Smith) and three Class III directors (Helen Ballard, Virginia A. Hepner and Milford W. McGuirt). The terms of our Class II directors expire at the 2024 annual meeting, while the terms of our Class III directors and Class I directors expire in 2025 and 2026, respectively.
Director Nominees
The following sets forth, as of April 19, 2024, 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.
Nominees for Class II Director
Name
Age
Director Since
Positions Held and Specific Experience and Qualifications
Thomas C. Chubb III
60
2012
Thomas C. Chubb III is our Chairman, Chief Executive Officer and President. Tom has served as our Chief Executive Officer and President since 2013 and was elected our Chairman in 2015. Tom served as our President starting in 2009, as our Executive Vice President from 2004 until 2009, and as our Vice President, General Counsel and Secretary from 1999 to 2004. Tom is a member of the Board of Directors and serves as the Presiding Director, a member of the Compensation and Human Capital Committee and as Chair of the Nominating/Corporate Governance Committee of Flowers Foods, Inc.
Tom has been an executive with our company for 25 years. Tom was instrumental in our company’s transformation from its historical domestic private label manufacturing roots to becoming a portfolio of leading lifestyle brands. Tom’s previous experience as our General Counsel also gives him key insights into the business, legal and regulatory environment in which we operate. Tom’s long history with our organization, his leadership skills and his knowledge of our businesses and industry serve our Board well.
John R. Holder
69
2009
John R. Holder is Chairman of Holder Properties, Inc., a commercial and residential real estate development, acquisitions, leasing and management company, and has held that position since 1989. John served as Chief Executive Officer of Holder Properties, Inc. from 1989 until his retirement from that position in April 2023. He is a member of the Board of Directors and Compensation and Human Capital Committee of Genuine Parts Company and also serves on the Board of Directors of SunTrust Bank’s Atlanta Region.
John has demonstrated strategic leadership in growing Holder Properties, which has developed or acquired over 100 projects across the United States with total capitalization in excess of $4 billion, and has also had extensive involvement in the financial and marketing areas of that business. His service as the Chairman and Chief Executive Officer of Holder Properties, together with various board affiliations, including civic organizations, has given him leadership experience, business acumen and financial literacy beneficial to our Board and Audit Committee.
Stephen S. Lanier
46
2018
Stephen S. Lanier is a Managing Partner of Fremantle Capital, LLC, a private investment firm that seeks to acquire or invest in mature, lower middle market companies primarily in the Southeastern U.S. and Texas. Prior to co-founding Fremantle Capital in 2017, Stephen spent seven years in leadership positions in operations, compliance, governmental affairs and the office of the general counsel of Southern Company, one of the nation’s largest energy companies. Before joining Southern Company, Stephen served in the Central Intelligence Agency during the George W. Bush and Barack Obama administrations. Stephen began his career as a securities analyst for Merrill Lynch. Stephen currently serves on the Board of Directors of Stonecreek Dental Care.
 
2024 PROXY STATEMENT   5

 
Name
Age
Director Since
Positions Held and Specific Experience and Qualifications
Stephen has more than 15 years of private and public sector experience in multiple industries. Stephen has extensive middle market M&A experience and has worked internationally in various regions. He has a strong financial background, as well as insight into the global markets and regulatory environments in which we operate, all of which provides valuable insights to our Board.
 
6   2024 PROXY STATEMENT

 
Continuing Directors
The following sets forth, as of April 19, 2024, certain information concerning our current Class III and Class I directors, whose terms expire in 2025 and 2026, respectively, 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. Each of our Class III and Class I directors is currently expected to remain in office for the remainder of his or her current term.
Name
Age
Director Since
Positions Held and Specific Experience and Qualifications
Helen Ballard
69
1998
Helen Ballard is the owner of Helen Ballard LLC, a company she formed in 2015 in the business of home furnishing products design. Prior to forming Helen Ballard LLC, Helen founded Ballard Designs, Inc. in 1983 and served as its Chief Executive Officer until she retired from that position in 2002. Ballard Designs, Inc. is an omnichannel home furnishing retail business currently part of Qurate Retail, Inc.
Helen has more than 20 years of experience in a chief executive capacity. Helen also previously served as a member of the Board of Directors of Cornerstone Brands, Inc., which was organized as a conglomerate of companies selling home and leisure goods and casual apparel through catalogs primarily aimed at affluent, well-educated consumers ages 35 to 60. Helen’s experience in direct-to-consumer branded businesses serves our Board well.
Virginia A. Hepner
66
2016
Virginia A. Hepner retired from her position as President and Chief Executive Officer of The Woodruff Arts Center, a visual and performing arts center, in 2017. Virginia had served in this capacity since 2012. Prior to joining the Woodruff Arts Center, she served as a consultant to DMI Music and Media Solutions from 2011 until 2012. She was a principal investor in GHL, LLC, a private real estate investment partnership for commercial assets from 2005 through 2022. Virginia retired from Wachovia Bank in 2005 as an Executive Vice President. Virginia serves as a director of Cadence Bank, including as Chair of its Audit Committee and a member of its Executive Compensation and Stock Incentive Committee. Virginia is also a member of the Board of Directors of National Vision Holdings, Inc., including as the Chair of its Nominating and Corporate Governance Committee and a member of its Audit Committee. Virginia previously served as a director of Chexar Corporation (now named Ingo Money, Inc.).
Virginia has more than 25 years of corporate banking and capital markets experience, including having served as a senior officer with financial oversight responsibilities. Her financial expertise and leadership skills, also evidenced by her experience as a director of publicly held companies and overseeing various aspects of The Woodruff Arts Center’s operations, serve our Board well.
Dennis M. Love
68
2008
Dennis M. Love is the retired Chairman of Printpack Inc., a manufacturer of flexible and specialty rigid packaging, a position he held from 2005 until 2017. Dennis also served as Chief Executive Officer of Printpack Inc. from 1987 until his retirement from that position in 2016. Dennis served as a director of AGL Resources, Inc. from 1999 until that company’s merger with Southern Company in 2016.
Dennis has approximately 30 years of experience as a chief executive and has extensive service as a director of public companies. The insight Dennis gained through these affiliations serves our Board well. In addition, his stewardship of Printpack Inc.’s successful domestic and international acquisitions allows him to offer key insights into our operations and strategic decision making, making him a valuable asset to our Board and Audit Committee.
Milford W. McGuirt
67
2020
Milford W. McGuirt retired as Managing Partner of the Atlanta office and Mid-South Region of KPMG in 2019. During a 33-year career at KPMG, Milford held a number of leadership positions, including as a senior partner and the National Audit Sector Leader and National Industry Leader for the firm’s higher education practice. Prior to joining KPMG, Milford served as an audit manager with Coopers & Lybrand. Milford is a member of the Board of Directors of Science Applications International Corp. and serves as the Chair of its Audit Committee and a member of its Nominating and Corporate Governance Committee. Milford also serves as a member of the Board of Directors of Chick-fil-A, Inc. Milford served as a member of the Board of Directors, Audit Committee and Nominating and Corporate Governance Committee of HD Supply Holdings, Inc. and HD
 
2024 PROXY STATEMENT   7

 
Name
Age
Director Since
Positions Held and Specific Experience and Qualifications
Supply, Inc. from June 2020 until those companies were acquired by The Home Depot, Inc. in December 2020.
Milford has more than 40 years of experience in public accounting and audit services, which included recognition as one of Atlanta’s Most Admired CEOs by the Atlanta Business Chronicle in 2017 when he was heading up KPMG’s Atlanta office and Mid-South Region. Milford’s professional experience, which includes extensive board and civic affiliations, provides our Board and Audit Committee with valuable financial expertise, governance insights and strategic leadership.
Clyde C. Tuggle
63
2011
Clyde C. Tuggle is the President and Chief Executive Officer of InVeris Training Solutions, Inc., and is a co-founder of Pine Island Capital Partners, a middle-market private equity investment firm. Clyde retired as Senior Vice President, Chief Global Public Affairs and Communications Officer of The Coca-Cola Company in 2017, a position he held since 2009, and subsequently served as Senior Advisor to the Chief Executive Officer of Coca-Cola until 2018. During his 30-year career at Coca-Cola, Clyde held a number of senior management roles, including as Executive Assistant (chief of staff) to the CEO; Deputy Division President, Central Europe; Senior Vice President, Worldwide Public Affairs and Communication; and President of Coca-Cola’s Russia, Ukraine and Belarus Division. Clyde serves on the Board of Directors of Georgia Power Company.
Clyde has broad executive management experience at a publicly traded company heavily focused on brand management, which serves our Board well. In addition, Clyde’s experience at Coca-Cola, which includes oversight of investor relations and public communications issues, provides key insights to our Board and Audit Committee.
E. Jenner Wood III
72
1995
E. Jenner Wood III served as Corporate Executive Vice President of SunTrust Banks, Inc. from 1994 until his retirement in 2016. He also served as Chairman, President and Chief Executive Officer of the Atlanta Division of SunTrust Bank from 2014 to 2015. During his 40+ year career at SunTrust Bank, Jenner served in various corporate executive positions, including as Chairman, President and Chief Executive Officer of the Atlanta/Georgia Division, the Georgia/North Florida Division and SunTrust Bank Central Group. Jenner is a director of Southern Company, where he serves as the Chair of the Finance Committee and as a member of the Compensation and Talent Development Committee, and a director of Genuine Parts Company, where he serves on the Compensation and Human Capital Committee. Subsequent to April 19, 2024, Jenner retired from the Board of Directors of Genuine Parts Company at its annual meeting.
Jenner’s professional career includes more than 20 years in executive management positions with SunTrust Banks, Inc. and its various affiliates. Jenner’s insights with respect to financial issues and the financial services industry generally, including as it relates to the retail and business aspects of SunTrust Banks’ operations, together with his extensive experience on the boards of directors and committees of various public and private companies, make him a valuable asset to our Board.
Carol B. Yancey
60
2022
Carol B. Yancey retired as Executive Vice President and Chief Financial Officer of Genuine Parts Company in 2022 after more than 30 years in various executive and senior financial and governance roles, including Corporate Secretary, Senior Vice President of Finance, Director of Shareholder Relations and Director of Investor Relations. Prior to joining Genuine Parts Company, she spent six years in public accounting. Carol is a member of the Board of Directors and chair of the Audit Committee of BlueLinx Holdings Inc.
Carol has more than 30 years of experience in public accounting, financial oversight and operational matters, including extensive experience in public company executive leadership. Her depth of insight into strategic leadership and governance brings valuable expertise to our Board and NC&G Committee.
 
8   2024 PROXY STATEMENT

 
Director Skills and Qualifications
The following matrix highlights certain relevant qualifications, skills and experiences of our director nominees and continuing directors, many of which our Board has considered in concluding that each of these individuals should serve as a director, as well as certain voluntarily self-disclosed demographic information. The qualifications summarized in this matrix are not exhaustive, as each of our directors brings a broad array of insights and experiences that serve our Board well. We believe that each of our directors possesses the knowledge and skills necessary to contribute to the effective oversight of our business and operations. We also believe our Board reflects a balanced set of experienced board members and less tenured directors who bring fresh perspectives and experiences.
Ballard
Chubb
Hepner
Holder
Lanier
Love
McGuirt
Tuggle
Wood
Yancey
Executive Leadership Experience
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Public Company Board Experience
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Consumer Insights and Branding
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Finance and Accounting
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Risk Oversight
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Mergers and Acquisitions
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Product Development, Sourcing and
Merchandising
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ESG and Regulatory
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Independence
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Gender Identity
Male
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Female
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Race/Ethnicity
African American or Black
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White
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Age (years)
69
60
66
67
46
68
67
63
72
60
Tenure (years)
26
12
8
15
6
16
4
13
29
2
Director Independence
Our Corporate Governance Guidelines provide that we will have a majority of “independent” directors under the New York Stock Exchange’s (“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.
At its respective March 2024 meeting, each of 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/or 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 10 of our non-employee directors are independent.
Thomas C. Chubb III is currently our Chairman, Chief Executive Officer and President, and therefore not considered an independent director.
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.
 
2024 PROXY STATEMENT   9

 
Our Board has also adopted a Code of Conduct applicable to 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. 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.
Board Meetings and Committees of our Board of Directors
During fiscal 2023, our Board held five meetings and committees of our Board held a total of six meetings. During fiscal 2023, each of our directors attended more than 75% of the aggregate number of meetings of our Board and of all committees of which the director was a 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. Nine of our directors attended our 2023 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 19, 2024 and the number of meetings (and actions taken by written consent in lieu of meetings) held by each of these committees during fiscal 2023.
Name
Executive Committee
Audit Committee
NC&G Committee
Helen Ballard*
X
Thomas C. Chubb III
Chair
Virginia A. Hepner*
X
John R. Holder*
X
Stephen S. Lanier*
X
Dennis M. Love*
X
Chair
Milford W. McGuirt*
X
Clarence H. Smith*
X
chair
Clyde C. Tuggle*
X
E. Jenner Wood III*
X
X
Carol B. Yancey*
X
Total Number of Meetings
0
4
2
Actions by Written Consent
0
1
2
*
Independent Director
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
The purpose of our Audit Committee is to assist our Board in fulfilling its oversight responsibilities with respect to 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; and (4) the performance of our internal audit department and our independent registered public accounting firm.
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 manage 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 2024, our Board determined that John R. Holder and Dennis M. Love are “audit committee financial experts,” as that term is defined by the rules and regulations of the U.S. Securities and Exchange Commission (which
 
10   2024 PROXY STATEMENT

 
we refer to as the “SEC”), 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. Each member of the committee is also “independent” under the NYSE listing standards and applicable SEC rules.
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 restricted stock and stock option 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 2024, 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.
Corporate Responsibility Oversight
Our Board is ultimately charged with overseeing the risks to our business on behalf of our shareholders, and we believe that our Board’s active involvement in oversight of corporate responsibility risks and initiatives affords us tremendous benefits. Our Audit Committee is responsible for overseeing our enterprise risk management (ERM) program, and management reports quarterly to the Audit Committee on various components of the ERM program. Our Audit Committee is also specifically charged with reviewing our consideration of environmental impact and supply chain issues and risks and management’s efforts to manage those risks, as well as reviewing the type and presentation of our corporate responsibility disclosures. In addition, our General Counsel reports quarterly to the Audit Committee about any questions relating to ethics or our Code of Conduct raised by individuals within our organization and/or externally. Our NC&G Committee has broad oversight responsibilities for, among other things, our governance structure, including expectations and requirements embedded in our charter, bylaws and Corporate Governance Guidelines, our executive compensation policies and practices and our human capital management initiatives, including our commitment to diversity and inclusion, leadership development and employee health, safety and wellness. Our Board is in regular discussion with our Chairman, Chief Executive Officer and President regarding corporate governance issues, including management succession planning. Our enterprise-wide Corporate Responsibility Department, which reports to our General Counsel and gathers input from our Executive Leadership Team, focuses on assessing opportunities within our industry, establishing baseline metrics and objectives and collaborating with our brands on potential opportunities to execute brand-specific corporate responsibility initiatives.
Meetings of Non-Employee Directors
Pursuant to our Corporate Governance Guidelines, our non-employee directors periodically meet separately in executive sessions. E. Jenner Wood III, as our lead director, chaired the meetings of our non-employee directors during fiscal 2023.
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.
Our Board is currently comprised of 10 independent directors and one management director (our current Chairman, Chief Executive Officer and President, Thomas C. Chubb III). In electing Thomas C. Chubb III as our Chairman in 2015, our Board considered his 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.
 
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In E. Jenner Wood III, we also have an active, engaged lead (independent) director. In his capacity as the lead director, he sets the agenda for, and chairs, executive sessions of our non-employee directors; serves as a liaison between independent directors and our Chairman, Chief Executive Officer and President; and serves as a liaison between our shareholders and our independent directors. As lead director, he is in regular contact with our Chairman, Chief Executive Officer and President about our operating results and activities, risks to our business, and our 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.
Director Nomination Process
In accordance with our Corporate Governance Guidelines, our NC&G Committee periodically reviews the skills and characteristics required of our directors. 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 historic practice of re-nominating incumbent directors whom the committee believes will continue to beneficially contribute 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 shareholders or to be elected by our Board to fill a vacancy.
Board Diversity
Although our Board does not follow any ratio or formula to determine the appropriate composition 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, including diversity of age, gender, race or ethnicity and professional experiences and skills. We believe our directors possess the diversity of backgrounds, experiences and qualifications necessary for effective oversight and strategic decision-making.
Director Compensation
Compensation Program for Fiscal 2023
For fiscal 2023, our non-employee directors were compensated in accordance with the following program guidelines, which were informed by the results of a market benchmark study conducted by our compensation committee’s consultant in 2023:

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 $115,000 (which was increased from an annual stock retainer with a grant date fair value of $110,000 for fiscal 2022);

an annual cash retainer of $65,000 payable in quarterly installments to each non-employee director (which was increased from an annual cash retainer of $50,000 for fiscal 2022);

an additional annual cash retainer of $25,000 payable in quarterly installments to our lead director (which was increased from an additional cash retainer of $12,500 for fiscal 2022); and

an additional annual cash retainer of $20,000 payable in quarterly installments to the chairs of our Audit and NC&G Committees (which was increased from an additional cash retainer of $12,500 for fiscal 2022).
To further facilitate our directors increasing 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 2023, two of our non-employee directors elected to receive their cash retainers in the form of restricted stock.
Under our Deferred Compensation Plan, our non-employee directors are eligible to defer receipt of up to 100% of their cash retainers. Non-employee directors are permitted to “invest” their deferred fees among a platform of investment options
 
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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 2023.” One of our non-employee directors elected to participate in our Deferred Compensation Plan during calendar year 2023.
Director compensation is paid for the 12-month period commencing with each annual meeting of shareholders. Accordingly, the fiscal 2023 director compensation program described above applies to the period starting with the 2023 annual meeting held on June 13, 2023 and concluding with this year’s annual meeting and does not coincide with our 2023 fiscal year for which director compensation is reported in the table below under “—Director Compensation for Fiscal 2023.
As an employee director, our Chairman, Chief Executive Officer and President, Thomas C. Chubb III, is not compensated for his service on our Board.
Director Compensation for Fiscal 2023
The table below summarizes the compensation for our non-employee directors for fiscal 2023.
Name
Fees Earned
or Paid in
Cash($)
Stock
Awards
($)(1)
All Other
Compensation
($)(2)
Total
($)(3)
Helen Ballard 61,295 114,955 3,083 179,333
Virginia A. Hepner 61,295 114,955 3,083 179,333
John R. Holder(4) 88 179,912 4,140 184,140
Stephen S. Lanier 61,295 114,955 3,083 179,333
Dennis M. Love(4) 109 199,891 4,459 204,459
Milford W. McGuirt 61,295 114,955 3,083 179,333
Clarence H. Smith 79,420 114,955 3,083 197,458
Clyde C. Tuggle 61,295 114,955 3,083 179,333
E. Jenner Wood III 83,170 114,955 3,083 201,208
Carol B. Yancey 61,295 114,955 2,947 179,197
(1)
Represents the aggregate grant date fair value of restricted stock granted in fiscal 2023, computed in accordance with FASB ASC Topic 718. Information about the assumptions used to value these awards can be found under the caption Equity Compensation” in Notes 1 and 9 in our 2023 Annual Report on Form 10-K. As of February 3, 2024, John R. Holder held 1,333 restricted shares of our common stock; Dennis M. Love held 1,383 restricted shares of our common stock; and each of our other current non-employee directors held 1,168 restricted shares of our common stock. Restricted shares held by each of our non-employee directors as of February 3, 2024 will vest on June 18, 2024.
(2)
Represents the dollar value of dividends paid on unvested stock awards which was not factored into the grant date fair value for the stock.
(3)
In addition, from time to time, our directors receive discounted and complimentary meals, apparel and related merchandise. We do not believe that the aggregate incremental cost to us of these discounts and benefits exceeds $10,000 for any of our directors and, in accordance with SEC rules and regulations, have excluded them from this table.
(4)
For fiscal 2023, John R. Holder and Dennis M. Love elected to receive their cash retainers of $65,000 and $85,000, respectively, in the form of restricted stock. Pursuant to such election, John R. Holder was granted 660 restricted shares of our common stock and Dennis M. Love was granted 863 restricted shares of our common stock.
 
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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 within five years to accumulate and hold shares of our common stock having a fair market value equal to 2.0x the director’s annual retainer. Each of our directors has either met or is on track to meet his/her ownership guideline within the requisite time frame.
Our Corporate Governance Guidelines also provide for a retention guideline, or holding period, of one year for stock acquired upon the lapse of restrictions on restricted stock (net of funds reasonably expected to be necessary to satisfy applicable taxes) that applies to our non-employee directors who have not satisfied and/or do not continue to satisfy their applicable stock ownership guideline.
 
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EXECUTIVE OFFICERS
All of our executive officers are elected by and serve at the discretion of our Board. The following table sets forth information, as of April 19, 2024, about our executive officers, with the exception of our Chairman, Chief Executive Officer and President Thomas C. Chubb III, whose biographical information is provided above under “Corporate Governance and Board Matters—Directors—Nominees for Class II Director” on page 5:
Name
Age
Title
Biography
Thomas E. Campbell 60 Executive Vice President and Chief Information Officer
Thomas E. Campbell is Executive Vice President and Chief Information Officer and was named to that position in 2021. Previously, Tom served as our Executive Vice President-People & Technology from 2019 until 2021; Executive Vice President-Law and Administration, General Counsel and Secretary from 2014 to 2019; Senior Vice President-Law and Administration, General Counsel and Secretary from 2011 to 2014; Senior Vice President-Law, General Counsel and Secretary from 2008 to 2011; and Vice President-Law, General Counsel and Secretary from 2006 to 2008.
K. Scott Grassmyer 63 Executive Vice President, Chief Financial Officer and Chief Operating Officer
K. Scott Grassmyer is Executive Vice President, Chief Financial Officer and Chief Operating Officer. Scott was promoted to the additional role of Chief Operating Officer in 2022 and has served in the capacity of Chief Financial Officer, including as our Executive Vice President and Chief Financial Officer and Executive Vice President-Finance, Chief Financial Officer and Controller, since 2014. Previously, Scott served as Senior Vice President-Finance, Chief Financial Officer and Controller from 2011 to 2014; Senior Vice President, Chief Financial Officer and Controller from 2008 to 2011; Senior Vice President and Controller from 2004 to 2008; Vice President and Controller from 2003 to 2004; and Controller from 2002 to 2003.
Tracey Hernandez 58 Senior Vice President and Chief Human Resources Officer
Tracey Hernandez is Senior Vice President and Chief Human Resources Officer and has held that position since 2022. Tracey served as our VP, Human Resources from 2019 to 2022. Prior to joining our company, Tracey was Vice President, Human Resources of Belk Department Stores from 2016 to 2019.
Michelle M. Kelly 45 Chief Executive Officer,
Lilly Pulitzer
Michelle M. Kelly is Chief Executive Officer, Lilly Pulitzer (one of our operating groups) and has held that position since 2016. She served as President of Lilly Pulitzer from 2015 until her promotion in 2016. Michelle has worked for Lilly Pulitzer for more than 15 years and prior to her promotion in 2015, served as Executive Vice President, Brand Distribution, Marketing & Merchandising from 2014 to 2015; Senior Vice President, Brand Distribution, Marketing & Merchandising from 2013 to 2014; Senior Vice President, Merchandising, Marketing and Retail from 2010 to 2013; and Vice President, eCommerce, Online Marketing & Stores in 2010.
 
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Name
Age
Title
Biography
Suraj A. Palakshappa 48 Senior Vice President, General Counsel, Treasurer and Secretary
Suraj A. Palakshappa is Senior Vice President, General Counsel, Treasurer and Secretary. Raj was named Treasurer in 2022 and has served as our General Counsel and Secretary, including as our Vice President-Law, General Counsel and Secretary, since 2019. Prior to being named General Counsel, Raj served as our Vice President-Law, Deputy General Counsel and Assistant Secretary from 2015 until 2019. Raj joined our company’s legal department in 2006.
Robert S. Trauber 56 Chief Executive Officer, Johnny Was
Robert S. Trauber is Chief Executive Officer, Johnny Was (one of our operating groups) and has held that position since our acquisition of Johnny Was in 2022. Prior to joining the Company, Rob had been the CEO of Johnny Was since 2015.
Douglas B. Wood 59 Chief Executive Officer, Tommy Bahama
Douglas B. Wood is Chief Executive Officer, Tommy Bahama (one of our operating groups) and has held that position since 2016. Prior to his promotion in 2016, Doug served as Tommy Bahama’s President and Chief Operating Officer from 2008 to 2016 and as its Chief Operating Officer from 2001 to 2008.
 
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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 (CD&A) 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 2023 compensation decisions for our NEOs; (2) the compensation tables required by the SEC’s rules and regulations; (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; and (4) disclosure of the ratio of the annual total compensation of our Chief Executive Officer to that of our median compensated employee, as required by and determined in accordance with the SEC’s rules.
The CD&A primarily focuses on our 2023 compensation programs, actions and outputs. As described further in the CD&A, in making its fiscal 2023 compensation decisions, our compensation committee engaged in thoughtful dialogue with our management and carefully reviewed our executive compensation programs to ensure that realized compensation outcomes strongly align with our company’s performance and our shareholders’ interests.
Under the SEC’s rules, our NEOs for purposes of this proxy statement consist of our principal executive officer, our principal financial officer and the three other most highly compensated executive officers who were serving at the end of fiscal 2023. For fiscal 2023, our NEOs were as follows:

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

K. Scott Grassmyer, Executive Vice President, Chief Financial Officer and Chief Operating Officer (our principal financial officer);

Thomas E. Campbell, Executive Vice President and Chief Information Officer;

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

Douglas B. Wood, Chief Executive Officer, Tommy Bahama.
Compensation Discussion and Analysis
Executive Summary
We are a leading branded apparel company that designs, sources, markets and distributes products bearing the trademarks of our Tommy Bahama, Lilly Pulitzer, Johnny Was, Southern Tide, The Beaufort Bonnet Company, Duck Head and Jack Rogers lifestyle brands.
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 can command greater loyalty and higher price points at retail and create licensing opportunities. 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.
During fiscal 2023, 80% of our net sales were through our direct-to-consumer channels of distribution and 97% of our consolidated net sales were to customers located in the United States. Our direct-to-consumer operations provide us with the opportunity to interact directly with our customers, present to them a broad assortment of our current season products and immerse them in the essence of the lifestyles offered by our brands.
Fiscal 2023 Overview and Highlights
During fiscal 2023, the strength of our brands and our disciplined execution of strategic objectives allowed us to deliver our second strongest earnings year in our 82-year history. Our compensation committee made decisions with respect to executive officer compensation in March 2023, setting meaningful performance goals that took into account both continuing strong consumer demand leading up to that time, our company’s strategic priorities for fiscal 2023 and the fundamental objective of our management team to continue to drive bottom line growth over the long term. As part of this process, our compensation committee took into consideration market practice, including compensation paid by peers to similar situated executives; retention considerations; and our initial budgets for the upcoming year. Our performance in fiscal 2023 builds on long-term strategic initiatives and the strong connections our portfolio of brands has forged with our customers. We believe that our continued success is due in large part to our talented, highly engaged and motivated teams, who we believe will continue to be key to delivering long-term value to shareholders.
 
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Consideration of Last Year’s Advisory Say-On-Pay Votes
At our 2023 annual meeting, we held an advisory vote seeking shareholder approval of a “say-on-pay” proposal approving our NEO compensation program. At the 2023 annual meeting, approximately 98% of the votes cast on our say-on-pay proposal were in support of our NEO compensation program, as described in our 2023 proxy statement. Our compensation committee values the input of our shareholders, and to the extent there is any significant vote against the say-on-pay proposal, it will consider our shareholders’ concerns and evaluate whether any actions are appropriate to address those concerns. 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. The compensation committee invites our shareholders to communicate any concerns or opinions on executive pay directly to our Board of Directors. Please refer to Additional Information—Communications to our Board of Directors” for information about communicating with our Board.
Compensation Philosophy and Objectives
Our executive compensation programs are designed to:

maintain a strong link between pay and performance;

align our NEOs’ 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 in recent years have factored in the following, which we believe are in the long-term best interests of our shareholders:
What We Do
What We Don’t Do
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We tie a significant percentage of each NEO’s potential total compensation opportunities to performance of our company and/or our operating groups
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We do not have employment or severance agreements with our NEOs
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We provide a mix of short-term and long-term incentives with rigorous financial performance requirements
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We do not provide our NEOs with incentives that encourage excessive risk-taking
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Our equity compensation awards generally contain only a “double trigger” change in control acceleration of vesting
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We do not provide our NEOs with excise or other tax gross ups
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Compensation decisions for NEOs are made by an independent compensation committee advised by an independent compensation consultant, with benchmarking against a thoughtfully assembled and representative peer group
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We do not permit the repricing or cash buyouts of stock options or SARs without shareholder approval
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We condition severance payments upon a release of claims
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We do not permit liberal share recycling or “net share counting” on equity awards
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We have meaningful stock ownership guidelines for executives and retention guidelines, or holding periods, on exercised stock options and vested restricted stock that apply to our NEOs
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We do not permit our directors and executive officers to hedge the economic risk of ownership of our company’s stock
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We have an annual say-on-pay vote
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We do not permit our directors and executive officers to pledge their interests in our company’s stock as a form of security
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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
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We do not pay dividends or dividend equivalents on performance-based equity awards during the applicable performance period
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We do not provide guaranteed incentive awards for executives
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 2023 to assist and advise with various executive compensation matters, including the total compensation paid to our executive officers
 
18   2024 PROXY STATEMENT

 
relative to market data, the individual components of executive officer compensation and 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 Mercer’s independence, including those enumerated by the NYSE, and concluded that Mercer is independent, and its work for the compensation committee does not raise any conflicts of interest.
Roles of Compensation Committee and Independent Compensation Consultant.   The following table summarizes the respective roles of our compensation committee and its compensation consultant in the decision-making process with respect to NEO compensation, in particular for fiscal 2023:
Participant
Roles
Compensation Committee

Establishes and communicates the performance objectives for our Chief Executive Officer

Evaluates the performance of our Chief Executive Officer

Determines and approves the base salary and cash incentive award opportunities for our Chief Executive Officer

Reviews our Chief Executive Officer’s compensation recommendations for, and performance evaluation of, each of our other NEOs

Approves the base salary and cash incentive award opportunities for each of our other NEOs

Reviews and approves all equity compensation awards, including those to our NEOs

Oversees our company’s risk profile that results from our compensation programs

Engages a compensation consultant, as it deems appropriate, to assist the committee
Committee’s Compensation Consultant

Reviews compensation programs and recommendations for total and component compensation for our NEOs relative to market comparables

Reviews and provides recommendations for peer group composition

Reviews and provides recommendations for program design for equity compensation programs and cash incentive plans for our NEOs, including direction and guidance on market trends and practices
Roles of Executive Officers.   Our Chairman, Chief Executive Officer and President reviews performance of our other executive officers, provides our compensation committee with base salary and target cash and equity incentive compensation recommendations for our other executive officers (without making recommendations with respect to his own compensation) and, together with our Executive Vice President, Chief Financial Officer and Chief Operating Officer and other executive officers, recommends performance goals applicable to performance-based compensation. During fiscal 2023, our Executive Vice President, Chief Financial Officer and Chief Operating Officer, our Senior Vice President and Chief Human Resources Officer and our Senior Vice President, General Counsel, Treasurer and Secretary attended portions of our compensation committee meetings, at the invitation of the compensation committee, assisted with the design and implementation of our compensation programs, including equity compensation programs, and reviewed and provided guidance on market data on executive officer compensation and key legal and corporate governance developments relating to compensation practices.
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 2023 compensation reviews, we utilized Mercer’s MBD and Retail Compensation 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 2023, our compensation committee reviewed relevant compensation data from the following companies:
The Buckle, Inc.
Carter’s, Inc.
The CATO Corporation
Chico’s FAS, Inc.
The Children’s Place, Inc.
Columbia Sportswear Company
Crocs, Inc.
Deckers Outdoor Corporation
Delta Apparel, Inc.
Destination XL Group, Inc.
G-III Apparel Group, Ltd.
Guess?, Inc.
J.Jill, Inc.
Steven Madden, Ltd.
Tilly’s, Inc.
Vera Bradley, Inc.
Zumiez Inc.
 
2024 PROXY STATEMENT   19

 
Elements of Executive Officer Compensation
Total compensation for our NEOs in recent years has generally consisted of the following elements:
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In evaluating and approving our fiscal 2023 executive officer compensation program in March 2023, our compensation committee assessed each element of the program in light of our compensation philosophy and objectives, our company’s performance, retention considerations and the economic environment and conditions in the retail apparel industry at that time. The following table summarizes each component of our executive compensation program for fiscal 2023.
Compensation Component
Purpose
Base Salary
Base salary provides a competitive level of guaranteed cash compensation that allows us to attract and retain qualified executives and to compensate them for performing basic job responsibilities.
Short-Term/Annual Incentive Compensation
Cash incentive awards provide our NEOs with variable cash compensation opportunities based on company and/or operating group performance and are used, among other things, to attract and retain qualified executives; align the compensation paid to our executive officers with our company’s performance; and motivate our executive officers to work to achieve and exceed specific company performance goals.
Long-Term Equity Compensation (both performance-vesting and time-vesting)
Long-term equity compensation awards provide our NEOs with equity compensation opportunities under our Amended and Restated Long-Term Stock Incentive Plan (the “LTIP”) based on company performance and/or the satisfaction of multi-year service requirements, which further aligns the interests of our executives with those of our shareholders by encouraging retention, motivating our executive officers to work to achieve and exceed performance goals and rewarding increases in stock price.
Benefits and Modest Perquisites
Our NEOs are generally eligible to participate in various health, life insurance, retirement, stock purchase, disability and merchandise discount plans we have established for other employees and/or executives. These benefit plans and perquisites are designed to attract and retain key employees by providing benefits competitive with those generally available in our industry.
Target Compensation Levels.   In establishing specific base salary amounts and target cash incentive award 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 (including, in the case of individuals who were previously employed by businesses that we acquired, the individual’s compensation history with that business), other factors related to the scope or unique nature of the position’s responsibilities and retention considerations. In recent years, our compensation committee has also 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.
 
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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, the mix of guaranteed and performance-based compensation and/or the mix of cash and equity compensation).
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 performance-based 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. Consistent with this philosophy, and after assessing market practices, our compensation committee has focused in recent years on increasing performance-based compensation elements as a percentage of the total target compensation for our Chief Executive Officer. 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 (including the allocation between service-based and performance-based equity compensation awards).
We have four primary elements of direct compensation for our NEOs, which are described in further detail below: base salary; short-term/annual (cash) incentive compensation; performance-based long-term equity awards; and service-based long-term equity awards. The charts below illustrate the proportion of the total target direct compensation, approved for fiscal 2023, of our Chief Executive Officer and of our other NEOs as a group which is “at risk” compensation tied to our company’s performance:
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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.
Base Salaries for Fiscal 2023
In March 2023, in light of each officer’s individual contributions to the strong financial performance of our company and various business units during fiscal 2022, our compensation committee approved the following increases in base salary (which became effective following the committee’s meeting in March 2023):
Name
Fiscal 2022
Base Salary ($)
Fiscal 2023
Base Salary ($)
Percent
Change
Thomas C. Chubb III 900,000 900,000 0%
K. Scott Grassmyer 470,000 500,000 6.4%
Thomas E. Campbell 450,000 468,000 4.0%
Michelle M. Kelly 600,000 615,000 2.5%
Douglas B. Wood 762,500 793,000 4.0%
Our compensation committee agreed not to increase Mr. Chubb’s salary based on Mr. Chubb’s desire that his base salary not be increased.
Short-Term/Annual (Cash) Incentive Compensation
Our compensation committee has utilized cash incentive awards in recent years to provide our NEOs with variable cash compensation opportunities based on short-term/annual company and/or operating group performance.
 
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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 2023, as follows:
Name
Cash Incentive Awards (% of Base Salary)
Fiscal 2023 Target
Cash Incentive
Award ($)
At
Threshold
At
Target
At
Maximum
Fiscal 2023
Base Salary ($)
Thomas C. Chubb III 25% 100% 175% 900,000 900,000
K. Scott Grassmyer 15% 60% 105% 500,000 300,000
Thomas E. Campbell 12.5% 50% 87.5% 468,000 234,000
Michelle M. Kelly 15% 60% 105% 615,000 369,000
Douglas B. Wood 15% 60% 105% 793,000 475,800
Our compensation committee approved individual performance measures for each of our NEOs based on profit before taxes, as adjusted for non-recurring or unusual items (PBT), of our company and each of our operating groups. 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 Thomas C. Chubb III, K. Scott Grassmyer and/or Thomas E. Campbell, the incentive award was based on the PBT of our company as a whole during fiscal 2023. For cash incentive awards that could become payable to Michelle M. Kelly and Douglas B. Wood, the incentive award was based on the satisfaction of applicable PBT targets by our Lilly Pulitzer operating group and Tommy Bahama operating group, respectively, during fiscal 2023. For each of our NEOs, if the applicable threshold performance measure was not met for the fiscal year, no cash incentive would be payable in respect of the bonus opportunity.
In establishing performance targets for fiscal 2023, our compensation committee took into consideration our forecasts for the fiscal year at the time of setting the target, including driving growth across the enterprise on the top- and bottom-lines, focusing on underlying operating margin goals relative to industry peers. Our compensation committee’s approval of incentive targets at the beginning of fiscal 2023 reflected and extrapolated tremendous post-pandemic consumer metrics and growth, which subsided significantly over the course of the year.
Performance Targets
For purposes of the cash incentive award for each of our NEOs, the table below sets forth the threshold, target and maximum performance targets for our company as a whole and the applicable operating group for fiscal 2023; actual performance during fiscal 2023 relative to the performance targets; and the actual bonus achieved as a percentage of the performance targets.
Performance Measure(s)
Performance Target ($ in 000s)
Actual
Performance
Actual
Achievement
as a Percent
of Target
Threshold
Target
Maximum
PBT, Total Company(1) 196,350 231,000 265,650
173,207
0%
PBT, Lilly Pulitzer(2) 51,000 60,000 69,000
45,871
0%
PBT, Tommy Bahama(3) 131,750 155,000 178,250
139,196
49.0%
(1)
Performance measure applicable to Thomas C. Chubb III, K. Scott Grassmyer and Thomas E. Campbell.
(2)
Performance measure applicable to Michelle M. Kelly.
(3)
Performance measure applicable to Douglas B. Wood.
Fiscal 2023 Incentive Awards
Based on our fiscal 2023 performance, Mr. Wood earned 49.0% of his target cash incentive award in the amount of $233,142, while our other NEOs did not earn cash incentives in respect of fiscal 2023. Our compensation committee appreciated that fiscal 2023 was a tremendous year for our company, reflecting the second highest earnings in our company history with a 135% growth in earnings per share relative to the pre-pandemic fiscal 2019 and a 185% increase in PBT relative to fiscal 2019. While the compensation committee believed that the strong objective performance of our company merited a bonus award, they deferred to those NEOs’ desire not to accept a bonus award for fiscal 2023 in light of the failure to meet the high performance goals set at the outset of the year.
 
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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. Our compensation committee typically considers and approves long-term equity incentive awards in March of each year.
Our compensation committee believes that a mix of performance-based and service-based equity awards furthers the program’s incentive and retention objectives. In fiscal 2020, after carefully considering the overall economic environment and market practice, our compensation committee approved performance-based awards based on a multi-year relative total shareholder return (TSR) metric, which represented a change from our prior practice of awarding performance-based restricted stock awards that vested contingent upon our achievement of one-year earnings per share performance goals. Our compensation committee believes that multi-year relative TSR awards continue to reflect market best practices and effectively align the interests of our NEOs with those of our shareholders by tying the compensation of our executives to whether or not we deliver value to our shareholders relative to other companies in our industry over an extended duration.
For fiscal 2023, our long-term equity incentive compensation program included two elements:

performance-based equity awards under the LTIP that provided participants the opportunity to earn RSUs contingent upon our achievement of certain performance goals for our company based on multi-year TSR relative to a representative set of comparator group companies, with any RSUs earned by recipients vesting on May 29, 2026, as further described below and in the applicable award agreements; and

service-based equity awards under the LTIP, consisting of service-based RSUs that are subject to a three-year vesting period, with the awards cliff vesting on May 29, 2026.
In considering an increase in the long-term equity incentive compensation awarded to our NEOs for fiscal 2023, our compensation committee considered our strong performance during fiscal 2022, as well as, in the case of Mr. Chubb, the results of a benchmarking analysis conducted by our compensation committee’s consultant indicating that Mr. Chubb’s overall compensation was significantly lower than the median compensation for similarly situated chief executive officers in the market. In determining the number of performance-based RSUs and service-based RSUs to award, our compensation committee also took into account the overall proportion of Mr. Chubb’s compensation which is “at risk” based on our performance in light of the decision, made at Mr. Chubb’s request, not to increase Mr. Chubb’s base salary for fiscal 2023. The table below sets forth the awards approved by our compensation committee for each of our NEOs for the fiscal 2023 LTIP program.
Name
Performance-Based
RSUs at Target
(# of shares)
Service-Based
RSUs
(# of shares)
Thomas C. Chubb III 21,000 9,000
K. Scott Grassmyer 6,500 3,500
Thomas E. Campbell 4,200 1,800
Michelle M. Kelly 4,480 1,920
Douglas B. Wood 5,600 2,400
The number of shares that will actually be received by each NEO is subject to applicable vesting and performance criteria. Performance-based RSUs will vest based on our company’s TSR relative to the TSR of certain peer companies in a comparator group approved by our compensation committee (which comparator group includes certain companies included in our peer group set forth under “—Compensation Decision Process,” as well as certain industry participants with whom we regularly compare our stock performance) during a three-year performance period ending May 1, 2026 (the last trading day of the first quarter of fiscal 2026).
For purposes of the performance-based equity awards, a company’s TSR is determined based on the dividend-adjusted price appreciation of its common stock during the performance period. The actual number of performance-based shares that may be issued will range from 0% to 200% of the target award, based on the percentile rank of our TSR relative to the TSRs of the companies in the comparator group during the performance period, according to the following schedule:
Company TSR Percentile Rank
RSUs as Percentage
of Target
<25% 0%
25% 25%
50% 100%
75% 150%
≥90% 200%
 
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If our TSR percentile is between the points shown above, the percentage of performance-based RSUs that vest will be determined based on linear interpolation. RSUs will vest on May 29, 2026 following our compensation committee’s certification of our TSR relative to the TSR of the companies in our comparator group. One share of our common stock will be issued for each RSU earned and vested. If our absolute TSR is negative over the performance period, the payout will not exceed 100% of the target number of performance-based RSUs. No performance-based RSUs will be earned if our percentile rank is lower than 25%.
The fiscal 2023 equity awards would generally be forfeited if the recipient is not continuously employed by us through the applicable vesting date. Vesting of the award in the absence of continued employment through May 29, 2026 occurs in certain limited circumstances, which our compensation committee believes is consistent with prevailing market practices:

a “double trigger” scenario (i.e., a change of control of our company followed by a termination of employment by the individual with “good reason” or by us or our acquiror without “cause”) or, in the case of performance-based equity awards, in the case of a change of control where the awards are neither continued following a change of control nor assumed or converted by the successor entity;

death or disability; and

qualifying retirement (defined as age 62 with five years of employment), which would provide for a prorated portion of the award (including in the case of performance-based equity awards, subject to the relative-TSR performance metrics) to become payable to the recipient on May 29, 2026 at the conclusion of the vesting period.
Other Benefit Plans and Perquisites
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. Under the Deferred Compensation Plan, a participant may defer up to 50% of base salary and up to 100% of any bonus. The eligible NEOs participate in the Deferred Compensation Plan on the same terms as our other eligible, participating employees. During fiscal 2023, all of our NEOs participated in the Deferred Compensation Plan.
All deferral elections are irrevocable except in the case of a qualifying hardship. In respect of calendar year 2023, we made a contribution to each participating NEO’s account of 5% of the amount that such NEO’s compensation during the calendar year exceeded the IRS’ 401(k) compensation limit for the calendar year (which for calendar year 2023 was $330,000), provided that the NEO elects under the Deferred Compensation Plan to defer at least 1% of his or her base salary for the year. Company contributions for each NEO during fiscal 2023 under our Deferred Compensation Plan are included in the table below under “—Compensation Tables— Summary Compensation Table for Fiscal 2023.
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 these employees 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.
Under the Deferred Compensation Plan, participants may elect to have contributions during a given calendar year distributed as either: in-service distributions starting at least two years following the year of the applicable contributions in a single sum or in annual installment payments over a period of up to five years; or following a deemed retirement (which occurs when a participant reaches age 55 with at least five years of service) generally in a single sum or in annual installment payments over a period of up to 15 years. Distribution of account balances in a single sum is automatically made on termination for reasons other than a deemed retirement. Participants elect to invest their account balances among a variety of investment options in an array of asset classes, and earnings are based on the equivalent returns from the elected investment options. Accounts are 100% vested at all times.
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 2023.” Earnings and related activity under the Deferred Compensation Plan by our NEOs during fiscal 2023 are described below under “— Compensation Tables—Fiscal 2023 Non-Qualified Deferred Compensation.
Executive Medical Insurance Plan.   During fiscal 2023, certain of our key employees, including Thomas C. Chubb III, K. Scott Grassmyer and Thomas E. Campbell, 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 Lilly Pulitzer and Tommy Bahama operating groups do not participate in the executive medical insurance plan; accordingly, Michelle M. Kelly and Douglas B. Wood were not eligible to participate in this plan.
 
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Premiums and administration fees paid by us for each participating NEO during fiscal 2023 under the executive medical insurance plan are included in the table below under “—Compensation Tables—Summary Compensation Table for Fiscal 2023.”
Other Benefits.   In addition to some of 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 and retirement plans available to our employees generally, subject to distinctions in our plans that are applicable to employees of our subsidiaries. Company contributions to our tax-qualified 401(k) retirement savings plan are included in the table below under “—Compensation Tables—Summary Compensation Table for Fiscal 2023.
Merchandise Discounts.   From time to time, our NEOs receive discounts on our company’s merchandise, as well as complimentary meals at our Tommy Bahama restaurants. Certain discounts and benefits are offered to other designated employees. 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, including all of our NEOs, are “at-will” employees terminable at our discretion. We do not currently have a written employment or severance agreement with any of our NEOs.
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. In 2023, our Board adopted the Oxford Industries, Inc. Incentive-Based Compensation Recoupment Policy, which is intended to be compliant with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 10D of the Exchange Act and NYSE listing standards. This policy requires that we will seek to recover certain incentive-based cash and equity compensation from current and former executive officers in the event we are required to restate any of our financial statements due to material noncompliance with financial reporting requirements. The compensation to be repaid under the policy is the amount of incentive-based compensation received during the period covered by the policy that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts. The policy authorizes the compensation committee to interpret and administer the policy.
This policy replaces and supersedes our previous clawback policy, adopted by our Board in March 2015 (the “2015 Clawback Policy”), with respect to any incentive-based compensation paid to our executive officers on or after October 2, 2023. The 2015 Clawback Policy remains in effect with respect to any incentive-based compensation paid to our executive officers before October 2, 2023.
Stock Ownership and Retention Guidelines; Anti-Pledging/Hedging Policy
Our Board has established stock ownership guidelines for our executive officers. 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 NEOs 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 lapse of restrictions on restricted stock or exercise of options (net of funds reasonably expected to be necessary to satisfy applicable taxes and/or pay the exercise price of stock options), which applies to our executive officers who have not satisfied and/or do not continue to satisfy their applicable stock ownership guideline.
Pursuant to our Corporate Governance Guidelines and our insider trading policy, our directors and executive officers 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.
 
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Compensation Tables
Summary Compensation Table for Fiscal 2023
The table below shows the compensation for each of our NEOs for the applicable fiscal years:
Name and Principal Position
Fiscal
Year
Salary
($)(1)
Stock
Awards
($)(2)
Non-Equity
Incentive Plan
Compensation
($)(3)
All Other
Compensation
($)(1)(4)
Total
($)(5)
Thomas C. Chubb III
Chairman, Chief Executive
Officer and President
2023 934,615 4,247,460 460,450 5,642,525
2022 896,923 2,544,375 1,575,000 196,055 5,212,353
2021 850,385 2,249,159 1,540,000 126,326 4,765,870
K. Scott Grassmyer
Executive Vice President,
Chief Financial Officer and
Chief Operating Officer
2023 514,615 1,396,990 199,877 2,111,482
2022 465,038 925,605 493,500 93,991 1,978,134
2021 436,034 704,370 383,031 74,333 1,597,768
Thomas E. Campbell
Executive Vice President and
Chief Information Officer
2023 483,231 849,492 188,601 1,521,324
2022 448,115 667,155 393,750 91,737 1,600,757
2021 436,034 704,370 383,031 74,735 1,598,170
Michelle M. Kelly
Chief Executive Officer,
Lilly Pulitzer
2023 610,385 906,125 136,192 1,652,702
2022 597,692 722,590 348,289 40,406 1,708,977
2021 582,611 882,870 614,250 39,502 2,119,233
Douglas B. Wood
Chief Executive Officer,
Tommy Bahama
2023 788,308 1,132,656 233,142 174,634 2,328,740
2022 759,423 820,085 733,906 87,482 2,400,896
2021 733,606 759,590 714,656 49,006 2,256,858
(1)
Compensation for fiscal 2023 may not be directly comparable to compensation paid in respect of fiscal 2022 and fiscal 2021, as amounts paid in respect of “Salary” and “All Other Compensation” represent amounts paid during the 53-week fiscal 2023 period compared to the 52-week fiscal 2022 and fiscal 2021 periods. By way of example, the base salary for each of Mr. Chubb, Mr. Campbell and Mr. Grassmyer for fiscal 2023 included 27 bi-weekly pay periods.
(2)
Represents the aggregate grant date fair value of equity incentive compensation awards approved in fiscal 2023, fiscal 2022 and fiscal 2021, as applicable, computed in accordance with FASB ASC Topic 718, which in respect of performance-based equity awards is valued using a Monte Carlo based estimate that takes into consideration our company’s recent stock price performance, including relative to the applicable comparator group. Information about the assumptions used to value these awards can be found under the captions “Equity Compensation” in Notes 1 and 9 in our 2023 Annual Report on Form 10-K.
With respect to the value of performance-based RSU awards included for fiscal 2023, the following sets forth the grant date fair value that was included in the table above (as also set forth below under “—Grants of Plan-Based Awards in Fiscal 2023”) and the corresponding grant date fair value of these awards assuming the maximum level of performance conditions was met:
Name
Fair Value included
in Summary
Compensation Table ($)
Fair Value
Assuming Maximum
Performance ($)
Thomas C. Chubb III 3,210,480 6,420,960
K. Scott Grassmyer 993,720 1,987,440
Thomas E. Campbell 642,096 1,284,192
Michelle M. Kelly 684,902 1,369,805
Douglas B. Wood 856,128 1,712,256
(3)
Amounts reported under “Non-Equity Incentive Plan Compensation” reflect cash incentive awards earned by each of our NEOs under our short-term cash incentive program (which is described above under “—Compensation Discussion and Analysis—Short-Term/Annual (Cash) Incentive Compensation”) in respect of company and/or operating group performance during the applicable fiscal year.
 
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(4)
Amounts reported under “All Other Compensation” for fiscal 2023 reflect the following amounts:
Name
Executive
Health
Insurance ($)
Company Contributions
to Defined
Contribution
Plan ($)
Company Contributions
to Non-Qualified
Deferred
Compensation
Plan ($)
Dividends
and Dividend
Equivalents
on Unvested
Stock Awards ($)
Thomas C. Chubb III 36,510 18,951 120,694 284,294
K. Scott Grassmyer 34,530 17,575 38,049 109,723
Thomas E. Campbell 36,510 17,647 31,346 103,098
Michelle M. Kelly 16,270 35,891 84,032
Douglas B. Wood 16,344 64,458 93,232
Increases in the amount of dividends relative to fiscal 2022 reflect the vesting in fiscal 2023 of performance-based TSR awards granted in fiscal 2020, which was the first year we issued multi-year relative TSR awards. Because we do not pay dividends or dividend equivalents on performance-based equity awards during the applicable performance period, accrued dividend equivalents were paid upon vesting of the awards.
In addition, our NEOs, from time to time, may receive discounts on merchandise purchased directly from our company or complimentary meals at our Tommy Bahama restaurants. We do not believe that the aggregate incremental cost to us of these discounts and benefits exceeds $10,000 for any of our NEOs and are excluded from this table.
(5)
Totals may not add due to rounding.
Grants of Plan-Based Awards in Fiscal 2023
The following table presents information for fiscal 2023 regarding equity awards granted under our LTIP and possible cash awards that could have been earned for fiscal 2023 performance, as described above under “—Compensation Discussion and Analysis—Short-Term/Annual (Cash) Incentive Compensation.”
Grant
Date
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)
Estimated Future Payouts Under
Equity Incentive Plan Awards(2)
All other
stock
awards:
Number
of shares
of stock
(#)(3)
Grant
Date Fair
Value of
Stock
Awards
($)(4)
Name
Threshold ($)
Target ($)
Maximum ($)
Threshold (#)
Target (#)
Maximum (#)
Thomas C. Chubb III
225,000 900,000 1,575,000
3/17/23 5,250 21,000 42,000 3,210,480
3/17/23 9,000 1,036,980
K. Scott Grassmyer
75,000 300,000 525,000
3/17/23 1,625 6,500 13,000 993,720
3/17/23 3,500 403,270
Thomas E. Campbell
58,500 234,000 409,500
3/17/23 1,050 4,200 8,400 642,096
3/17/23 1,800 207,396
Michelle M. Kelly
92,250 369,000 645,750
3/17/23 1,120 4,480 8,960 684,902
3/17/23 1,920 221,222
Douglas B. Wood
118,950 475,800 832,650
3/17/23 1,400 5,600 11,200 856,128
3/17/23 2,400 276,528
(1)
Reflects potential cash incentive awards in respect of company and/or operating group performance during fiscal 2023 under our short-term cash incentive program, which is described above under “—Compensation Discussion and Analysis—Short-Term/Annual (Cash) Incentive Compensation.”
(2)
Reflects performance-based RSUs granted under the LTIP. All of the awards vest on May 29, 2026. These stock awards, including the performance schedule, are described above under “—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation.”
 
2024 PROXY STATEMENT   27

 
(3)
Reflects service-based RSUs granted under the LTIP. All of the awards cliff vest on May 29, 2026. These stock awards are described above under “—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation.
(4)
The values for stock awards in this column are computed in accordance with FASB ASC Topic 718, which in respect of performance-based equity awards is valued using a Monte Carlo based estimate that takes into consideration our company’s recent stock price performance, including relative to the applicable comparator group. Information about the assumptions used to value these awards can be found under the captions “Equity Compensation” in Notes 1 and 9 in our 2023 Annual Report on Form 10-K.
Outstanding Equity Awards at Fiscal 2023 Year-End
The following table provides information with respect to unvested equity awards held by our NEOs as of February 3, 2024. Our NEOs did not hold any unexercised stock options at the end of fiscal 2023.
Stock Awards
Name
Number of Shares or
Units of Stock
That Have Not Vested (#)(1)
Market Value of
Shares or
Units of Stock
That Have Not
Vested ($)(2)
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or Other
Rights That
Have Not
Vested (#)(3)
Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or Other
Rights That
Have Not
Vested ($)(4)
Thomas C. Chubb III 23,715 2,280,434 74,750 7,187,960
K. Scott Grassmyer 8,200 788,512 24,950 2,399,192
Thomas E. Campbell 5,800 557,728 19,950 1,918,392
Michelle M. Kelly 5,920 569,267 20,980 2,017,437
Douglas B. Wood 4,900 471,184 26,850 2,581,896
(1)
The unvested equity awards held by our NEOs at the end of fiscal 2023 consist of various three year service-based restricted shares and RSUs, as follows:
Thomas C. Chubb III

6,215 service-based restricted shares granted in March 2021 that vest on May 31, 2024

8,500 service-based RSUs granted in March 2022 that vest on May 30, 2025

9,000 service-based RSUs granted in March 2023 that vest on May 29, 2026
K. Scott Grassmyer

2,000 service-based restricted shares granted in March 2021 that vest on May 31, 2024

2,700 service-based RSUs granted in March 2022 that vest on May 30, 2025

3,500 service-based RSUs granted in March 2023 that vest on May 29, 2026
Thomas E. Campbell

2,000 service-based restricted shares granted in March 2021 that vest on May 31, 2024

2,000 service-based RSUs granted in March 2022 that vest on May 30, 2025

1,800 service-based RSUs granted in March 2023 that vest on May 29, 2026
Michelle M. Kelly

2,000 service-based restricted shares granted in March 2021 that vest on May 31, 2024

2,000 service-based RSUs granted in March 2022 that vest on May 30, 2025

1,920 service-based RSUs granted in March 2023 that vest on May 29, 2026
Douglas B. Wood

2,500 service-based RSUs granted in March 2022 that vest on May 30, 2025

2,400 service-based RSUs granted in March 2023 that vest on May 29, 2026
(2)
The market value of stock awards reported is computed by multiplying the number of shares of stock that have not vested by $96.16, the per-share closing price of our common stock on February 2, 2024.
 
28   2024 PROXY STATEMENT

 
(3)
The unearned equity awards at the end of fiscal 2023 consist of performance-based RSUs awarded in fiscal 2021, fiscal 2022 and fiscal 2023 pursuant to our LTIP as follows:
Fiscal 2021 Award
(target # of RSUs
under award)
Fiscal 2022 Award
(target # of RSUs
under award)
Fiscal 2023 Award
(target # of RSUs
under award)
Thomas C. Chubb III 14,500 16,500 21,000
K. Scott Grassmyer 4,500 6,300 6,500
Thomas E. Campbell 4,500 4,500 4,200
Michelle M. Kelly 4,500 5,000 4,480
Douglas B. Wood 6,500 5,500 5,600
The actual number of RSUs earned will range from 0% to 200% of the target award, based on our TSR relative to the TSRs of the peer companies in our comparator group during the three-year performance period ending May 3, 2024 for the fiscal 2021 awards, May 2, 2025 for the fiscal 2022 awards and May 1, 2026 for the fiscal 2023 awards. In accordance with Item 402(f) of Regulation S-K, based on our performance during the applicable performance period for each award through the end of fiscal 2023, unearned equity awards granted in fiscal 2021 are reported assuming achievement at stretch performance, unearned equity awards granted in fiscal 2022 are reported assuming achievement at max performance and unearned equity awards granted in fiscal 2023 are reported assuming achievement at target performance, as described above under “—Grants of Plan-Based Awards in Fiscal 2023.”
(4)
The market value of unearned equity awards reported is computed by multiplying the number of RSUs that would be earned at the applicable, reported performance level at the end of fiscal 2023 by $96.16, the per-share closing price of our common stock on February 2, 2024.
Stock Vested During Fiscal 2023
The following table provides information concerning the vesting of equity awards for each of our NEOs during fiscal 2023. The table reports the number of shares of stock that vested and the aggregate dollar value realized upon vesting of stock.
Stock Awards
Name
Number of Shares
Acquired on Vesting (#)
Value
Realized on Vesting ($)(1)
Thomas C. Chubb III 44,276 4,742,402
K. Scott Grassmyer 17,710 1,896,918
Thomas E. Campbell 17,710 1,896,918
Michelle M. Kelly 18,080 1,936,549
Douglas B. Wood 20,871 2,235,493
(1)
The dollar amount is determined by multiplying the number of shares of our common stock vested by the per-share closing price of our common stock of $107.11 on July 28, 2023, the vesting date for these awards.
There were no stock options exercised by any of our NEOs during fiscal 2023.
Fiscal 2023 Non-Qualified Deferred Compensation
The following table shows the activity under our Deferred Compensation Plan for each of our NEOs during fiscal 2023.
Name
Executive
Contributions
in Last FY
($)(1)
Registrant
Contributions
in Last FY
($)(2)
Aggregate
Earnings
in Last FY
($)
Aggregate
Withdrawals/​
Distributions
($)(3)
Aggregate
Balance
at Last FYE
($)(4)(5)
Thomas C. Chubb III 24,378 120,694 46,070 1,079,714
K. Scott Grassmyer 223,568 38,049 72,015 1,132,605
Thomas E. Campbell 5,863 31,346 70,880 (15,242) 1,140,981
Michelle M. Kelly 69,442 35,891 5,446 116,049
Douglas B. Wood 141,046 64,458 539,690 4,906,278
(1)
The amounts reported in this column are also included in the Summary Compensation Table above.
(2)
The amounts reported in this column are also included in the “All Other Compensation” column for fiscal 2023 in the Summary Compensation Table above.
 
2024 PROXY STATEMENT   29

 
(3)
Represent in-service distributions received in accordance with the terms of our Deferred Compensation Plan.
(4)
Reflects balances as of February 3, 2024.
(5)
The amounts reported in this column include amounts that are also reported as salary, non-equity incentive plan awards or all other compensation in the Summary Compensation Table above in fiscal 2023 and in prior years as follows:
Name
Amount Included in Both
Non-Qualified Deferred
Compensation Table and
Summary Compensation Table
($)
Amount Included in Both
Non-Qualified Deferred
Compensation Table and
Previously Reported in Prior
Years’ Summary Compensation
Table
($)
Total Amounts
Included in Both
Non-Qualified Deferred
Compensation Table and Current
Year or Prior Years’ Summary
Compensation Table
($)
Thomas C. Chubb III 145,072 858,297 1,003,369
K. Scott Grassmyer 261,616 527,212 788,828
Thomas E. Campbell 37,210 538,534 575,744
Michelle M. Kelly 105,332 5,242 110,574
Douglas B. Wood 205,505 1,035,883 1,241,388
Potential Payments on Termination or Change of Control
Our NEOs are employed “at-will” and we have not entered into employment agreements or severance agreements with any of our NEOs. All of our NEOs’ outstanding equity awards provide for “double trigger” vesting, meaning that the awards require a change of control of our company and a termination of the individual’s employment either by the individual for “good reason” or us or our acquiror without “cause” ​(which we refer to as a “change of control termination”) to accelerate vesting, except as described below. Performance-based RSUs issued to our NEOs are not subject to “double trigger” acceleration of vesting in the event such awards are neither continued following a change of control nor assumed or converted by the successor entity. If such awards are terminated in connection with a change of control and not assumed or converted by the successor entity, the unvested equity awards would accelerate and vest as of the date of such change of control as follows: (i) if such change of control occurred within the first year of the three-year performance period, the target number of RSUs subject to the awards would vest, (ii) if such change of control occurred after the first year of the three-year performance period but prior to the end of the applicable performance period, the number of RSUs that would vest would be determined based on our actual TSR relative to the TSR of our comparative peer group for the applicable performance period as if the applicable performance period had ended on the date of such change of control and (iii) if the change of control occurred on or after the end of the applicable performance period but prior to the date on which such awards would vest, the number of RSUs that would vest would be determined based on our actual TSR relative to the TSR of our comparative peer group for the applicable performance period.
The terms of our performance-based and service-based RSU awards granted in fiscal 2022 and fiscal 2023 also provide for accelerated vesting in the event of death or disability, as well as prorated vesting in the event of a qualifying retirement. As of the end of fiscal 2023, Mr. Grassmyer is the only one of our NEOs to have met the requirements for a qualifying retirement.
The following table summarizes the value of the shares of our common stock that would be realized by each NEO if a termination due to a change of control, death or disability or qualifying retirement had occurred on February 3, 2024:
Name
Equity Awards
That Would
Vest upon a
Change of
Control
Termination
(#)(1)(2)
Value Realized
on Vesting
Following a
Change of
Control
Termination
($)(3)
Equity Awards
That Would
Vest upon
a Death
or Disability
Termination
(#)(1)(4)
Value Realized
on Vesting
Following a
Death or
Disability
Termination
($)(3)
Equity Awards
That Would
Vest upon
a Retirement
Termination
(#)(1)(5)
Value Realized
on Vesting
Following a
Retirement
Termination
($)(3)
Thomas C. Chubb III 98,465 9,468,394 55,000 5,288,800
K. Scott Grassmyer 33,150 3,187,704 19,000 1,827,040 10,555 1,014,969
Thomas E. Campbell 25,750 2,476,120 12,500 1,202,000
Michelle M. Kelly 26,900 2,586,704 13,400 1,288,544
Douglas B. Wood 31,750 3,053,080 16,000 1,538,560
(1)
For details on the outstanding equity awards that would vest upon a change of control, death or disability or retirement termination, see Footnotes 1 and 3 under “—Outstanding Equity Awards at Fiscal 2023 Year-End.”
(2)
Pursuant to the terms of our fiscal 2021, fiscal 2022 and fiscal 2023 performance-based equity programs, if a change of control termination takes place where (a) the change of control occurs prior to completion of the first year of the
 
30   2024 PROXY STATEMENT

 
three-year performance period, the individual recipients would be entitled to receive the number of shares of our common stock attributable to the recipient’s target number of performance-based RSUs pursuant to the program, and (b) the change of control occurs after the first year of the three-year performance period but prior to the end of the applicable performance period, the number of shares of our common stock which the individual recipients would be entitled to receive would be the greater of (i) the target number of performance-based RSUs pursuant to the award or (ii) the number of shares of our common stock which the individual would be entitled to pursuant to the award if the performance period ended as of the date of the change of control termination. Based on our TSR relative to the TSR of our comparative peer group during the applicable performance period for each award as if the performance period ended as of February 3, 2024, equity awards granted in fiscal 2021 are reported in the table assuming achievement at stretch performance, equity awards granted in fiscal 2022 are reported assuming achievement at max performance and equity awards granted in fiscal 2023 are reported assuming achievement at target performance, as described above under “—Grants of Plan-Based Awards in Fiscal 2023.”
(3)
The value is computed by multiplying the number of shares that would vest by $96.16, the per-share closing market price of our common stock on February 2, 2024.
(4)
Pursuant to the terms of our fiscal 2022 and fiscal 2023 service-based and performance-based awards, in the event of a recipient’s death or disability prior to the end of the applicable performance period, the individual recipient (or the individual recipient’s estate) would be entitled to receive the number of RSUs granted under the service-based awards and the target number of RSUs under the performance-based awards.
(5)
Pursuant to the terms of our fiscal 2022 and fiscal 2023 service-based and performance-based awards, in the event of a qualifying retirement before the end of the applicable performance period, the individual recipient would be entitled to receive a prorated portion (based on the original performance period) of the number of RSUs granted under the service-based awards and a prorated portion (based on the original performance period) of the number of shares of our common stock which the individual would be entitled to receive pursuant to the performance-based awards if the applicable performance period ended as of the date of such retirement. Based on our TSR relative to the TSR of our comparative peer group during the applicable performance period for each award as if the performance period ended as of February 3, 2024, equity awards granted in fiscal 2022 are reported assuming achievement at max performance and equity awards granted in fiscal 2023 are reported assuming achievement at target performance, as described above under “—Grants of Plan-Based Awards in Fiscal 2023.”
As of the end of fiscal 2023, we did not have any other arrangement, policy or plan that would provide payments or benefits to any of our NEOs as a result of a termination of any kind, including following a change of control, other than benefits payable to salaried employees of our company on a non-discriminatory basis.
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of our Chief Executive Officer, Thomas C. Chubb III, to that of our median-paid employee. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
To identify our median-paid employee for fiscal 2023, we examined the 2023 total compensation for all individuals, excluding our CEO, who were employed by us on our measurement date of December 31, 2023. For purposes of this calculation, under the de minimis exception to the pay ratio rule, we excluded 157 employees, or approximately 3% of our global workforce of 6,292 employees as of December 31, 2023, who are located in foreign jurisdictions, which was comprised of all of our employees in each of Hong Kong (26 employees), China (11 employees) and Australia (120 employees). For all employees based in foreign jurisdictions who were included in our determination of the median-paid employee, which was comprised of 77 employees in Canada, we applied a foreign currency to U.S. dollar exchange rate based on the exchange rate as of December 31, 2023. For purposes of this calculation, we elected not to annualize the compensation paid to employees who were not employed for all of 2023 (e.g., new hires); we included full-time, part-time, temporary and seasonal employees for purposes of determining the median-paid employee; and we used gross earnings (or foreign equivalent amounts), meaning total amounts paid before deductions or adjustments, including wages, overtime, bonuses and the value of any equity awards that vested during the 2023 calendar year.
The median-paid employee used for purposes of this fiscal 2023 comparison was a non-exempt retail employee located in the U.S. with total compensation for fiscal 2023 of $27,202, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The annual total compensation for fiscal 2023 for our Chief Executive Officer was $5,642,525, as discussed above under “—Compensation Tables—Summary Compensation Table for Fiscal 2023.” Based on this information, for fiscal 2023, the ratio of the annual total compensation of our CEO to the annual total compensation of our median-paid employee was approximately 207 to 1.
We believe the pay ratio disclosure presented in this section is a reasonable estimate, calculated in a manner consistent with the applicable SEC rules and applicable guidance. Because the SEC’s rules for identifying the median-paid employee and
 
2024 PROXY STATEMENT   31

 
calculating the pay ratio allow companies to use different methodologies, assumptions, adjustments and estimates, our pay ratio disclosure may not be comparable to the pay ratio reported by other companies. This information under “CEO Pay Ratiois being provided solely for compliance purposes. Neither our compensation committee nor our management uses the pay ratio measure in making compensation decisions.
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules and further described below) and certain financial performance measures. For information about how our compensation committee aligns executive compensation with our performance, see “—Compensation Discussion and Analysis” above. Information presented in this section will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act.
The following table sets forth information regarding compensation for our principal executive officer (PEO) and average compensation for our other NEOs (non-PEO NEOs) and certain of our financial performance measures. Our selected performance measure included in the table below is profit before taxes, as adjusted for non-recurring or unusual items (PBT).
Summary
Compensation
Table Total for
PEO ($)(1)
Compensation
Actually Paid
to PEO ($)(3)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs ($)(2)
Average
Compensation
Actually Paid to
Non-PEO
NEOs ($)(3)
Value of Initial Fixed $100
Investment Based on:
Fiscal
Year
Total
Shareholder
Return ($)(4)
Peer Group
Total
Shareholder
Return ($)(5)
Net Income ($)
(in 000s)(6)
PBT ($)
(in 000s)(7)
2023 5,642,525 1,677,767 1,903,562 682,702 151.44 57.39 60,703 173,207
2022 5,212,353 11,376,661 1,922,191 4,101,452 179.78 70.25 165,735 195,961
2021 4,765,870 5,702,329 1,893,007 2,310,681 121.22 96.33 131,321 150,568
2020 2,417,381 2,753,167 1,199,853 1,392,821 96.01 97.80 (95,692) (83,611)
(1)
Thomas C. Chubb III was our PEO for the entirety of fiscal 2023, 2022, 2021 and 2020. The amounts reported reflect the amounts of total compensation reported in the “Total” column of the Summary Compensation Table (SCT) for each applicable year.
(2)
The amounts reported reflect the average of the amounts of total compensation reported for our non-PEO NEOs in the “Total” column of the SCT for each applicable year. The non-PEO NEOs included in this calculation for each of fiscal 2023, 2022, 2021 and 2020 are: K. Scott Grassmyer, Thomas E. Campbell, Michelle M. Kelly and Douglas B. Wood.
(3)
The amounts reported reflect the “compensation actually paid” to Thomas C. Chubb III and the average “compensation actually paid” to our non-PEO NEOs for the applicable year, calculated in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual amounts of compensation paid to Thomas C. Chubb III or our non-PEO NEOs for the applicable year. The following table details the adjustments to the total compensation reflected in the SCT used to calculate “compensation actually paid” in accordance with the requirements of Item 402(v). The Company does not maintain a defined benefit pension plan so no adjustments for pension benefits are included in the table below.
 
32   2024 PROXY STATEMENT

 
PEO
Non-PEO NEOs (Average)
2023
($)
2022
($)
2021
($)
2020
($)
2023
($)
2022
($)
2021
($)
2020
($)
Total Compensation reported in SCT
5,642,525 5,212,353 4,765,870 2,417,381 1,903,562 1,922,191 1,893,007 1,199,853
Deduct: Grant date fair value
reported in SCT of equity awards
granted during covered fiscal
year
4,247,460 2,544,375 2,249,159 1,590,056 1,071,316 783,859 762,800 676,602
Add: Fair value as of fiscal year-end
of equity awards granted during
the year that are outstanding
and unvested as of fiscal
year-end
2,888,580 3,982,295 2,045,469 2,620,583 731,751