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Pay vs Performance Disclosure
Unit_pure in Millions

12 Months Ended

Feb. 03, 2024

USD ($)

Jan. 28, 2023

USD ($)

Jan. 29, 2022

USD ($)

Jan. 30, 2021

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

The following table sets forth the compensation for our Principal Executive Officers (“PEO”) and the average compensation for our other

non-PEO

NEOs, both as reported in the 2023 Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” (as defined under Commission rules) to such individuals for each of fiscal 2023, 2022, 2021 and 2020. The table also provides information on our cumulative TSR, the cumulative TSR of our peer group, our net income and our adjusted operating income over such years in accordance with Commission rules.

BOSWELL

(1)

NASH

(1)

MESLOW

(1)

WEXNER

(1)

YEAR

SUMMARY
COMPENSATION
TABLE “SCT”
TOTAL FOR PEO
($)

COMPENSATION
ACTUALLY PAID
TO PEO
($)

(2)

SUMMARY
COMPENSATION
TABLE TOTAL
FOR PEO

($)

COMPENSATION
ACTUALLY PAID
TO PEO
($)

(2)

SUMMARY
COMPENSATION
TABLE TOTAL
FOR PEO
($)

COMPENSATION
ACTUALLY PAID
TO PEO
($)

(2)

SUMMARY
COMPENSATION
TABLE TOTAL
FOR PEO
($)

COMPENSATION
ACTUALLY PAID
TO PEO
($)

(2)

2023

11,694,513

12,796,859

N/A

2022

6,908,991

7,029,815

22,795,013

21,646,899

9,467,439

(115,380,126

)

N/A

2021

N/A

17,668,627

90,562,269

N/A

2020

N/A

18,494,939

56,713,648

1,554,209

(1,902,884

)


	AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($) (2)(3)		AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS ($) (2)(3)		VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:
YEAR					TOTAL SHAREHOLDER RETURN ($) (4)		PEER GROUP TOTAL SHAREHOLDER RETURN ($) (4)		NET INCOME ($M)		ADJUSTED OPERATING INCOME ($M) (5)

2023		3,749,110		2,984,218		246.71		174.14		878		1,285

2022		6,048,032		5,371,173		248.05		123.99		800		1,376

2021		5,340,605		6,947,481		297.58		149.72		1,333		2,019

2020		3,550,502		3,936,298		178.17		141.39		844		1,634

(1)	The Company’s PEOs include the following: (i) for fiscal 2023, Gina Boswell ; (ii) for fiscal 2022, Gina Boswell , Sarah Nash and Andrew Meslow ; (iii) for fiscal 2021, Andrew Meslow ; and (iv) for fiscal 2020, Andrew Meslow and Leslie Wexner .

(2)

The “compensation actually paid” (“CAP”) for the PEOs and average CAP for the Company’s

non-PEO

NEOs in each of fiscal 2023, 2022, 2021 and 2020 reflect such individuals’ “Total Compensation” for the applicable year (as reported in the Summary Compensation Table for such year), as reflected in the table above, adjusted as set forth in the table below in accordance with Commission rules. The dollar amounts of CAP reflected in the table above do not reflect the actual amount of compensation earned by or paid to the PEOs or our other NEOs during the applicable fiscal year, but rather reflect each NEO’s CAP for such year determined pursuant to Commission rules. For information regarding the compensation decisions made by the HCC Committee in regard to the Company’s PEO and other NEOs for fiscal 2023, see “—Compensation Discussion and Analysis” above.


	TOTAL FROM SUMMARY COMPENSATION TABLE (“SCT”) ($)		SUBTRACT FAIR VALUE (“FV”) OF AWARDS GRANTED IN YEAR FROM SCT(a) ($)		ADD FV OF EQUITY AWARDS GRANTED DURING THE COVERED FISCAL YEAR REMAINING OUTSTANDING AND UNVESTED AT THE END OF THE COVERED FISCAL YEAR(a) ($)		ADD FV OF EQUITY AWARDS GRANTED DURING THE COVERED FISCAL YEAR AND VESTED DURING THE COVERED FISCAL YEAR(a) ($)		CHANGE IN FV OF ALL THE EQUITY AWARDS GRANTED DURING ANY PRIOR FISCAL YEAR AND VESTED DURING THE FISCAL YEAR(a) ($)			CHANGE IN FV OF EQUITY AWARDS GRANTED DURING ANY PRIOR FISCAL YEAR THAT FAIL TO MEET THE APPLICABLE VESTING CONDITIONS DURING THE COVERED FISCAL YEAR(a) ($)			CHANGE IN FV OF EQUITY AWARDS GRANTED DURING ANY PRIOR FISCAL YEAR REMAINING OUTSTANDING AND UNVESTED AS OF THE END OF THE COVERED FISCAL YEAR(a) ($)			COMPENSATION ACTUALLY PAID ($)

Fiscal 2023:

Ms. Boswell		11,694,513		7,333,900		8,738,905		0		(276,498	)		0			(26,161	)		12,796,859

Non-PEO NEO Average		3,749,110		1,370,407		1,636,606		0		(152,427	)		(253,153	)		(625,511	)		2,984,218

Fiscal 2022:

Ms. Boswell		6,908,991		3,853,024		3,973,847		0		0			0			0			7,029,815

Ms. Nash		22,795,013		17,412,228		16,342,298		0		(43,538	)		0			(34,646	)		21,646,899

Mr. Meslow		9,467,439		0		0		0		(451,632	)		(124,395,933	)		0			(115,380,126	)

Non-PEO NEO Average		6,048,032		2,642,339		2,409,483		0		(141,718	)		0			(302,285	)		5,371,173

Fiscal 2021:

Mr. Meslow		17,668,627		7,348,518		6,102,879		0		1,405,205			0			72,734,076			90,562,269

Non-PEO NEO Average		5,340,605		1,126,764		1,023,384		0		735,793			(480,289	)		1,454,751			6,947,481

Fiscal 2020:

Mr. Meslow		18,494,939		12,330,555		47,762,216		0		(287,960	)		0			3,075,007			56,713,648

Mr. Wexner		1,554,209		0		0		0		(1,416,835	)		(3,181,827	)		1,141,568			(1,902,884	)

Non-PEO NEO Average		3,550,502		266,664		318,622		0		(218,354	)		(760,169	)		1,312,361			3,936,298

(a)

Represents the fair value of equity awards calculated in accordance with ASC Topic 718 Compensation—Stock Compensation.

Stock options are valued on the applicable measurement date using the Black-Scholes option pricing model. Valuation assumptions are based on an expected term calculated as the product of (i) the original expected term, multiplied by (ii) the ratio of remaining and original terms. Dividend yield is calculated based on the projected dividend at the time of measurement over the expected term. Volatility is calculated based on historical volatility at the time of measurement for the same time period as the expected term. The risk-free interest rate is based on U.S. treasury rates on the measurement date for a time period that most closely aligns with the expected term.

RSUs and PSUs are valued based on the fair market value of a share of the Company’s common stock on the measurement date, adjusted for anticipated dividend yields. PSU value is determined based on the probable outcome of the performance conditions as of the applicable measurement date.

(3)

The average compensation for the non-PEO NEOs reflects the compensation for the following individuals: (i) for fiscal 2023, Wendy Arlin, Eva Boratto, Julie Rosen, Deon Riley and Michael Wu; (ii) for fiscal 2022, Wendy Arlin, Julie Rosen, Deon Riley and Michael Wu; (ii) for fiscal 2021, Wendy Arlin, James Bersani, Julie Rosen, Deon Riley and Stuart Burgdoerfer; and (iii) for fiscal 2020, Stuart Burgdoerfer, James Bersani, Julie Rosen, Deon Riley, Charles McGuigan and Shelley Milano.

(4)

TSR is cumulative for the measurement periods beginning on February 2, 2020 and ending on the last day of each of fiscal 2023, 2022, 2021 and 2020, calculated in accordance with Item 201(e) of Regulation

S-K,

including reinvestment of dividends. The Company’s stock prices prior to August 3, 2021 have been adjusted to give effect to the

spin-off

of Victoria’s Secret & Co.

Peer group TSR for purposes of this table is calculated based on the S&P 500 Consumer Discretionary Distribution & Retail Index.

(5)

Adjusted operating income is a

non-GAAP

financial measure that reflects the Company’s operating income excluding certain special items. Attached as Appendix A are reconciliations of the Company’s fiscal 2023, 2022, 2021 and 2020 adjusted operating income to the Company’s fiscal 2023, 2022, 2021 and 2020 GAAP operating income, as well as other important disclosures regarding

non-GAAP

financial measures. For fiscal 2023 and 2022, we did not make any adjustments to operating income; therefore, for fiscal 2023 and 2022, adjusted operating income is equal to our GAAP operating income for fiscal 2023 and 2022, respectively.

Company Selected Measure Name

Adjusted operating income

Named Executive Officers, Footnote

Peer Group Issuers, Footnote

Peer group TSR for purposes of this table is calculated based on the S&P 500 Consumer Discretionary Distribution & Retail Index.

Adjustment To PEO Compensation, Footnote

(2)

The “compensation actually paid” (“CAP”) for the PEOs and average CAP for the Company’s

non-PEO


	TOTAL FROM SUMMARY COMPENSATION TABLE (“SCT”) ($)		SUBTRACT FAIR VALUE (“FV”) OF AWARDS GRANTED IN YEAR FROM SCT(a) ($)		ADD FV OF EQUITY AWARDS GRANTED DURING THE COVERED FISCAL YEAR REMAINING OUTSTANDING AND UNVESTED AT THE END OF THE COVERED FISCAL YEAR(a) ($)		ADD FV OF EQUITY AWARDS GRANTED DURING THE COVERED FISCAL YEAR AND VESTED DURING THE COVERED FISCAL YEAR(a) ($)		CHANGE IN FV OF ALL THE EQUITY AWARDS GRANTED DURING ANY PRIOR FISCAL YEAR AND VESTED DURING THE FISCAL YEAR(a) ($)			CHANGE IN FV OF EQUITY AWARDS GRANTED DURING ANY PRIOR FISCAL YEAR THAT FAIL TO MEET THE APPLICABLE VESTING CONDITIONS DURING THE COVERED FISCAL YEAR(a) ($)			CHANGE IN FV OF EQUITY AWARDS GRANTED DURING ANY PRIOR FISCAL YEAR REMAINING OUTSTANDING AND UNVESTED AS OF THE END OF THE COVERED FISCAL YEAR(a) ($)			COMPENSATION ACTUALLY PAID ($)

Fiscal 2023:

Ms. Boswell		11,694,513		7,333,900		8,738,905		0		(276,498	)		0			(26,161	)		12,796,859

Non-PEO NEO Average		3,749,110		1,370,407		1,636,606		0		(152,427	)		(253,153	)		(625,511	)		2,984,218

Fiscal 2022:

Ms. Boswell		6,908,991		3,853,024		3,973,847		0		0			0			0			7,029,815

Ms. Nash		22,795,013		17,412,228		16,342,298		0		(43,538	)		0			(34,646	)		21,646,899

Mr. Meslow		9,467,439		0		0		0		(451,632	)		(124,395,933	)		0			(115,380,126	)

Non-PEO NEO Average		6,048,032		2,642,339		2,409,483		0		(141,718	)		0			(302,285	)		5,371,173

Fiscal 2021:

Mr. Meslow		17,668,627		7,348,518		6,102,879		0		1,405,205			0			72,734,076			90,562,269

Non-PEO NEO Average		5,340,605		1,126,764		1,023,384		0		735,793			(480,289	)		1,454,751			6,947,481

Fiscal 2020:

Mr. Meslow		18,494,939		12,330,555		47,762,216		0		(287,960	)		0			3,075,007			56,713,648

Mr. Wexner		1,554,209		0		0		0		(1,416,835	)		(3,181,827	)		1,141,568			(1,902,884	)

Non-PEO NEO Average		3,550,502		266,664		318,622		0		(218,354	)		(760,169	)		1,312,361			3,936,298

(a)

Represents the fair value of equity awards calculated in accordance with ASC Topic 718 Compensation—Stock Compensation.

Non-PEO NEO Average Total Compensation Amount

$ 3,749,110

$ 6,048,032

$ 5,340,605

$ 3,550,502

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,984,218

5,371,173

6,947,481

3,936,298

Adjustment to Non-PEO NEO Compensation Footnote

(2)

The “compensation actually paid” (“CAP”) for the PEOs and average CAP for the Company’s

non-PEO


	TOTAL FROM SUMMARY COMPENSATION TABLE (“SCT”) ($)		SUBTRACT FAIR VALUE (“FV”) OF AWARDS GRANTED IN YEAR FROM SCT(a) ($)		ADD FV OF EQUITY AWARDS GRANTED DURING THE COVERED FISCAL YEAR REMAINING OUTSTANDING AND UNVESTED AT THE END OF THE COVERED FISCAL YEAR(a) ($)		ADD FV OF EQUITY AWARDS GRANTED DURING THE COVERED FISCAL YEAR AND VESTED DURING THE COVERED FISCAL YEAR(a) ($)		CHANGE IN FV OF ALL THE EQUITY AWARDS GRANTED DURING ANY PRIOR FISCAL YEAR AND VESTED DURING THE FISCAL YEAR(a) ($)			CHANGE IN FV OF EQUITY AWARDS GRANTED DURING ANY PRIOR FISCAL YEAR THAT FAIL TO MEET THE APPLICABLE VESTING CONDITIONS DURING THE COVERED FISCAL YEAR(a) ($)			CHANGE IN FV OF EQUITY AWARDS GRANTED DURING ANY PRIOR FISCAL YEAR REMAINING OUTSTANDING AND UNVESTED AS OF THE END OF THE COVERED FISCAL YEAR(a) ($)			COMPENSATION ACTUALLY PAID ($)

Fiscal 2023:

Ms. Boswell		11,694,513		7,333,900		8,738,905		0		(276,498	)		0			(26,161	)		12,796,859

Non-PEO NEO Average		3,749,110		1,370,407		1,636,606		0		(152,427	)		(253,153	)		(625,511	)		2,984,218

Fiscal 2022:

Ms. Boswell		6,908,991		3,853,024		3,973,847		0		0			0			0			7,029,815

Ms. Nash		22,795,013		17,412,228		16,342,298		0		(43,538	)		0			(34,646	)		21,646,899

Mr. Meslow		9,467,439		0		0		0		(451,632	)		(124,395,933	)		0			(115,380,126	)

Non-PEO NEO Average		6,048,032		2,642,339		2,409,483		0		(141,718	)		0			(302,285	)		5,371,173

Fiscal 2021:

Mr. Meslow		17,668,627		7,348,518		6,102,879		0		1,405,205			0			72,734,076			90,562,269

Non-PEO NEO Average		5,340,605		1,126,764		1,023,384		0		735,793			(480,289	)		1,454,751			6,947,481

Fiscal 2020:

Mr. Meslow		18,494,939		12,330,555		47,762,216		0		(287,960	)		0			3,075,007			56,713,648

Mr. Wexner		1,554,209		0		0		0		(1,416,835	)		(3,181,827	)		1,141,568			(1,902,884	)

Non-PEO NEO Average		3,550,502		266,664		318,622		0		(218,354	)		(760,169	)		1,312,361			3,936,298

(a)

Represents the fair value of equity awards calculated in accordance with ASC Topic 718 Compensation—Stock Compensation.

Compensation Actually Paid vs. Total Shareholder Return

The following charts illustrate the relationship of CAP of our PEOs and our other

non-PEO

NEOs to (i) the Company’s total shareholder return, (ii) the Company’s net income and (iii) the Company’s adjusted operating income over the Company’s fiscal 2020, 2021, 2022 and 2023.

Compensation Actually Paid vs. Net Income

The following charts illustrate the relationship of CAP of our PEOs and our other

non-PEO

NEOs to (i) the Company’s total shareholder return, (ii) the Company’s net income and (iii) the Company’s adjusted operating income over the Company’s fiscal 2020, 2021, 2022 and 2023.

Compensation Actually Paid vs. Company Selected Measure

The following charts illustrate the relationship of CAP of our PEOs and our other

non-PEO

NEOs to (i) the Company’s total shareholder return, (ii) the Company’s net income and (iii) the Company’s adjusted operating income over the Company’s fiscal 2020, 2021, 2022 and 2023.