Abercrombie & Fitch Co DEF 14A, filed Apr 20, 2026

Abercrombie & Fitch Co (ANF)

DEF 14A 2026-04-20 For: 2026-06-03

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Added on June 12, 2026

About this DEF 14A

Abercrombie & Fitch Co filed this DEF 14A on April 20, 2026.

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☐			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



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☐			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


Letter to Stockholders
Notice of Annual Meeting of Stockholders
Proxy Statement Summary			1
About Abercrombie & Fitch Co.			1
Corporate Governance Highlights			1
Executive Compensation Highlights			4
Voting Matters and Recommendations			6
Proposal 1 — Election of Directors			7
Nominees for Our Board of Directors			8
Corporate Governance			14
Governance Principles			14
Role of the Board			15
Board Leadership Structure			15
Board Refreshment and Tenure			16
Board Composition			17
Director Nominations			17
Director Qualifications and Consideration of Director Candidates			19
Committees of the Board and Meeting Attendance			20
Board Evaluation Process			24
Board Role in Risk Oversight			24
Director Independence and Related Person Transactions			26
Other Corporate Governance Matters			28
Corporate Social Responsibility and Sustainability Matters			30
Compensation of Directors			32




Proposal 2 — Advisory Vote to Approve Fiscal 2025 Named Executive Officer Compensation			35
Compensation Discussion and Analysis			36
Report of the Compensation and Human Capital Committee on Executive Compensation			52
Executive Compensation Tables			53
Additional Compensation Information			63
Ownership of Our Shares			68
Equity Compensation Plans			71
Audit and Finance Committee Matters			73
Report of the Audit and Finance Committee			73
Proposal 3 — Ratification of Independent Registered Public Accounting Firm			75
Audit Fees			76
Stockholder Proposals and Nominations for 2027 Annual Meeting			77
Additional Information About Our Annual Meeting and Voting			78
Other Matters			83
Appendix A — Non-GAAP Measures			A-1


Board and Committee Independence
a	All director nominees are independent, except our CEO	a	All committee members are independent (except the Executive Committee, which only meets on an as-needed basis)


Other Board and Committee Practices
a	Separate Chairperson and CEO positions	a	Meaningful stock ownership guidelines

a	Regular executive sessions of non-associate directors	a	Robust annual Board evaluation process

a	Overboarding policy limiting other public company board and audit committee service	a	Demonstrated commitment to Board and committee refreshment, including active succession planning by Board

a	Continuing education opportunities and reimbursement for outside educational programs	a	Stringent Code of Business Conduct and Ethics that requires any waivers to be approved by the independent directors and publicly disclosed


Stockholder Rights
a	Declassified Board with annual election of directors	a	Majority voting for director elections, with resignation policy

a	Proxy access for director candidates nominated by stockholders, reflecting market standards	a	No poison pill


Filed by the Registrant ☒
Filed by a party other than the Registrant ☐



			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING
			We have elected to furnish our Proxy Statement and our 2025 Annual Report (the “Annual Report”), which includes our Annual Report on Form 10-K for Fiscal 2025 (our “Fiscal 2025 Form 10-K”), to certain of our stockholders over the internet pursuant to the U.S. Securities and Exchange Commission (“SEC”) rules, which allows us to reduce costs associated with the Annual Meeting. Beginning on April 20, 2026, we will first release the Notice containing instructions on how to access the Proxy Statement and Annual Report online. The Notice contains instructions as to how you may elect to receive printed copies of the Proxy Statement and the Annual Report. For stockholders who have elected to receive printed copies of our proxy materials, the Proxy Statement and Annual Report will first be mailed on or about April 20, 2026. The Notice, Proxy Statement, and Annual Report are available online, free of charge, at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site. Our proxy materials also are available on our corporate website at corporate.abercrombie.com/investors. Only stockholders who held our Class A Common Stock, par value $0.01 per share (the “Common Stock”), as of the close of business on April 6, 2026 (the “Record Date”), are entitled to receive notice of, and vote at, the Annual Meeting. Please vote as soon as possible. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting, as your proxy is revocable, at your option, prior to the Annual Meeting. If you do not plan on voting at the Annual Meeting, please submit your proxy prior to 11:59 p.m., Eastern Time, on June 2, 2026.



			We are here for you on the journey to being and becoming who you are.


Element	Purpose	Metric

Base Salary	Fixed annual cash compensation to attract and retain executive officers	Established after review of a number of factors, including base salaries for executive officers at companies in our compensation peer group and the performance of each of our NEOs
Annual Cash Incentive Program	Performance-based variable pay that delivers cash incentives when the Company meets or exceeds key financial results	Based on an assessment of Adjusted EBIT(1) and Net Sales on a constant currency basis (“Constant Currency Net Sales”)(1) against pre-established goals
Long-Term Equity Incentive Awards	Performance-based and time-based equity compensation to reward our executive officers for a balanced combination of the Company meeting or exceeding key financial results and creating long-term stockholder value	50% performance-based Performance Share Awards (“PSAs”) that measure a three-year period spanning Fiscal 2025 through Fiscal 2027 50% time-based Restricted Stock Units (“RSUs”) that vest in equal installments over three years from the grant date


Percentage of CEO’s compensation that was variable or at-risk in Fiscal 2025(1)	90	%
Percentage of other NEOs’ compensation (on average) that was variable or at-risk in Fiscal 2025(1)	76	%


			At our 2025 Annual Meeting of Stockholders, 98.0% of votes were cast in favor of our Fiscal 2024 NEO compensation.			Each year, we hold a Say on Pay Vote. Our approach to executive compensation has driven high levels of stockholder support for our “Say on Pay” proposal over the past several years, with 98.0% of stockholder votes cast for the approval of our Fiscal 2024 NEO compensation program.


Proposal		Our Board’s Voting Recommendation	Page

1	Elect the nine director nominees named in the Proxy Statement to serve until the 2027 Annual Meeting of Stockholders	FOR each director nominee	7
2	Conduct an advisory vote to approve the Fiscal 2025 compensation of our named executive officers (“Say on Pay Vote”)	FOR	35
3	Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for Fiscal 2026	FOR	75


There are currently ten directors serving on the Board, all of whose terms expire at the Annual Meeting. Nine of the current ten directors are standing for re-election at the Annual Meeting. The Board is pleased to nominate the following current directors to stand for re-election at the Annual Meeting.

	aKerrii B. Anderson	aJames A. Goldman	aArturo Nuñez

	aAndrew Clarke	aFran Horowitz	aKenneth B. Robinson

	aSusie Coulter	aHelen E. McCluskey	aNigel Travis



			YOUR VOTE IS IMPORTANT			The Board recommends that you vote FOR each of the Board’s nine director nominees.


Governance Principles		Our Practices

1	Accountability to stockholders	•All directors are elected annually •Eligible stockholders may include their director nominees in our proxy materials

2	Appropriate stockholder voting rights	•Proxy access for director candidates nominated by stockholders, reflecting market standards •We do not have a “poison pill”

3	Regular and proactive stockholder engagement	•Our investor relations team maintains an active, ongoing dialogue with investors and portfolio managers year-round on matters of business performance and results •Our directors are available to participate in stockholder engagement where appropriate

4	Independent Board leadership structure	•We ensure independent Board leadership by separating the roles of Chairperson of the Board and CEO •All members of the Audit and Finance Committee, Compensation Committee, and Nominating Committee are independent of the Company and our management

5	Effective Board policies and practices	•Our Corporate Governance Guidelines require a majority of our directors to be independent; eight of our nine director nominees are independent of the Company and our management •Our Board is composed of accomplished professionals with deep and diverse experiences, skills, and knowledge relevant to our business, resulting in a high-functioning and engaged Board (an infographic displaying our directors’ skills is presented above under “Proposal 1 – Election of Directors”) •Each standing Board committee has a charter that is publicly available on our corporate website, meets applicable legal requirements, and reflects good corporate governance •The Nominating Committee reviews the Company’s governance policies and practices annually and makes recommendations to the Board



n 0-2 Years n 3-6 Years n 7-8 Years n 9+ Years
						5.8 YEARS
						Average tenure of our director nominees.



			•High character and integrity •Audit, accounting, and finance •Management experience			•Industry knowledge •Leadership •Strategy/vision


Annual Evaluations and Interviews
As part of the evaluation process, the third-party consultant solicited individual director feedback on various topics such as board composition (including board size and refreshment), committee structure, board culture and board leadership, relationship with management, oversight of strategy and risk, and effectiveness of board and committee meetings. The third-party consultant solicited the directors’ feedback through written questionnaires, as well as individual interviews with each director. The third-party consultant also solicited feedback from select members of management who regularly interact with the Board.
Third-Party Consultant Produces Report
The third-party consultant synthesized the findings into a report that was provided to the Nominating Committee and the Board Chairperson.
Committee and Board Review of Results
The third-party consultant then presented the results of the committee and Board evaluations to the Nominating Committee and the full Board during the first quarter of Fiscal 2026, and participated in discussions with both the Nominating Committee and the Board on the overall findings.
Incorporation of Feedback
The Board and management take steps to address or improve any issues or opportunities identified during the evaluation process. For example, as a result of feedback provided during the Fiscal 2023 and Fiscal 2024 Board evaluation process and ensuing discussions regarding the Board’s governance structure and oversight approach, the Board determined that oversight of corporate social responsibility and sustainability matters would be most effective when allocated across the other committees and the full Board, and accordingly dissolved the ESG Committee in February 2026.


Board	Audit Committee	Compensation Committee	Nominating Committee
•Strategy •Operational Risks •Capital Allocation •Significant Reputational Risk •Financing Strategy •Management Succession Planning	•Accounting and Financial Disclosure •Oversight of ERM Committee •Information Technology, Cybersecurity, and Artificial Intelligence Risks •Ethics and Compliance Program •Litigation	•Executive Compensation Design •Company Incentive Plans •Human Capital Management •Director Compensation	•Board Succession Planning •Nominee Identification and Selection •Board Evaluations and Refreshment •Corporate Governance •General Environmental Matters and Social Responsibility Matters, including Sustainability


Audit Committee	Compensation Committee	Nominating Committee(1)
Our Audit Committee is responsible for our audit practices; for risk oversight of cybersecurity, information technology, and artificial intelligence programs; and for our Ethics and Compliance Program.	Our Compensation Committee is responsible for human capital management and matters related to compensation and benefits. The Compensation Committee also assists the Board in reviewing succession plans for our CEO and other select officers of the Company.	Our Nominating Committee is responsible for matters related to the corporate governance of the Company and the Board, including the composition of our Board and Board refreshment and succession planning, as well as general environmental and social matters, such as responsible sourcing, human rights, and sustainability and climate change.


Strategy

We conducted an ESG materiality assessment to identify topics that are most impactful to long-term value creation and important to our stakeholders. From this assessment, we refreshed existing sustainability targets and added new goals. We continue to track our performance and make progress against existing targets, while continuing to refresh, retire, and add new goals and targets as appropriate.


Stakeholder Engagement

We seek to provide our stakeholders with transparency on our supply chain and environmental practices. Specific actions we have taken over the past several years include: •We relaunched the sustainability page on our corporate website with updates on our sustainability strategies, ESG materiality assessment results, status of our publicly-announced targets, and other initiatives. •We directly engaged with stockholders to educate, discuss, and receive feedback on various topics, including our sustainability initiatives and our supply chain practices. We believe it is important for the retail industry to take collective action across the supply chain. We partner with organizations and join industry initiatives to advance responsible supply chain practices. We participate in the U.S. Cotton Trust Protocol, Canopy, and the United Nations Global Compact (the latter of which is the world’s largest corporate citizenship and sustainability initiative). We are also a member of Better Cotton, Cascale, Textile Exchange, and Apparel Impact Institute’s Carbon Leadership Program.


Climate and Energy
We have made investments and taken actions in furtherance of our overall energy goals, including: •We formally established near-term science-based emissions reduction targets aligned with Science Based Targets initiative (SBTi) criteria, which have since been validated by SBTi. •We continued our progress toward our targets to reduce emissions, including our previously-announced goal of reducing total Scope 1 and 2 GHG emissions by 55.7% by 2030 from a 2019 base year. •In 2020, we signed a renewable energy supply agreement for our global home office and two distribution centers in New Albany, Ohio; since January 2023, we have been supplied with energy under this agreement, and since January 2025, 100% of electricity used at our home office and our two distribution centers in New Albany, Ohio is being matched with renewable energy credits.


Product Sustainability
We support product quality by integrating key sustainability practices across our supply chain, including: •Water stewardship and conservation practices, including adopting eco wash in denim washing and working with our denim suppliers to implement new technologies, equipment, and water-saving methodologies to help us reduce water intensity in denim production and increase the amount of recycled water in our denim laundries and mills. •Striving to source sustainable and responsibly-sourced fibers used in the Company’s products, such as cotton, polyester, man-made cellulosic fibers, wool, and down.


Supply Chain
As regulatory and due diligence requirements evolve, we continue to prioritize relationships with suppliers who share our dedication to best practices in human rights, labor rights, and workplace safety. Through our social audit program, facilities throughout our supply chain are assessed for compliance with labor and social standards and laws. We also build supply chain accountability through: •Partnering with Pacific Links Foundation, Better Work, and Reimagining Industry to Support Equality to train third-party factory workers on topics like anti-human trafficking, gender equality, health and safety management, and work rights and responsibilities. •Partnering with laundries and mills to improve and verify environmental performance through third-party self-assessment platforms.


Compensation and Benefits						We offer competitive compensation and benefits, including cash-based and equity-based incentive awards for eligible associates, in order to align the interests of those associates with our stockholders. We also continue to provide hybrid and remote work arrangements for corporate home office associates where feasible, including “work from anywhere” days and weeks. We also support our associates and their families beyond our competitive compensation with comprehensive benefits offerings based on associate eligibility and geographic location. For example, we provide eligible associates with paid parental leave in the United States and internationally based on local law, and we provide all eligible associates globally with adoption and fertility support benefits.
Associate Engagement						We improve associate engagement through open communication channels, such as all-Company meetings that enable us to communicate with our associates. We also collect feedback through various engagement surveys throughout the year to better understand the associate experience and to drive improvements, with the most recent organization-wide survey conducted in January 2026.
Developing Associates						We foster associate development by providing a wide variety of growth and development opportunities throughout eligible associates’ careers, including structured development programs, access to online skill development platforms, stretch assignments, internal career pathing, self-awareness exercises, and active coaching. We also use leadership standards to help eligible associates identify the core behaviors essential for their career growth, as well as personal growth, on their journey with us.
Culture of Belonging						We aim to create a culture of belonging and work to ensure that all associates feel respected and represented. We believe that when we do this, we are stronger across every aspect of our business. The Company follows core principles to embed a sense of community into our organization and promote inclusion and belonging, including having a workforce that reflects the communities we serve, building a leadership team that represents the values of our workforce, welcoming all associates to participate in any of our associate resource groups, and driving fairness through our compensation and benefits offerings.
Community Involvement						We encourage community involvement of our associates by promoting various charitable, philanthropic, and social awareness programs, which we believe fosters a collaborative and rewarding work environment. The Company provides support to global organizations in the form of cash donations, volunteerism, and in-kind support. In partnership with our vendor partners, customers, and associates, we are proud to support community partners serving youth, teens, and young adults with a focus on mental health and wellness, empowerment, and inclusion. With the help of our vendor partners, our customers, and our associates, in Fiscal 2025, we donated over $7 million to charitable causes and donated over $840,000 through in-kind giving. We also offer associates a paid volunteer day each year for eligible volunteer work. In Fiscal 2025, our global associates volunteered over 20,000 hours.
Health and Safety						We focus on the health and safety of our associates by investing in various wellness programs that are designed to enhance the physical, financial, and mental well-being of our associates globally. We provide our benefits-eligible associates and their families with access to free and confidential counseling through our Employee Assistance Program, as well as free access to a meditation and mindfulness app. We also provide regular programming on financial planning and mental health.



Named one of the 2025 Best Workplaces in Retail™ by Fortune magazine

Continued our status as a Great Place to Work-Certified™ organization for the fifth consecutive year

Named a 2025 Early Talent Award recipient by Handshake, recognizing the Company among leading employers for Gen Z talent


Non-Associate Director Annual Cash Retainer Program

Non-associate director			$80,000


Board Committee Annual Cash Retainer Program	Chair	Member

Audit Committee	$40,000	$25,000
Compensation Committee	$30,000	$12,500
Nominating Committee, Executive Committee, and ESG Committee(1)	$25,000	$12,500


Fiscal 2025 Chairperson Compensation

Additional Annual Cash Retainer			$100,000
Additional Annual Grant of RSUs, Grant date fair value(1)			$100,000


Name(1)	Fees Earned or Paid in Cash ($)	Stock Awards ($)(2)	Total ($)

Kerrii B. Anderson(3)	145,000	165,052	310,052
Andrew Clarke	92,500	165,052	257,552
Susie Coulter(3)	117,500	165,052	282,552

James A. Goldman	130,000	165,052	295,052
Helen E. McCluskey	147,500	165,052	312,552
Arturo Nuñez	117,500	165,052	282,552
Kenneth B. Robinson	117,500	165,052	282,552
Nigel Travis⁽²⁾	205,000	265,079	470,079
Helen Vaid⁽⁴⁾	92,500	165,052	257,552


Name(1)			Number of Outstanding RSUs

Kerrii B. Anderson			2,089
Andrew Clarke			2,089
Susie Coulter			2,089

James A. Goldman			2,089
Helen E. McCluskey			2,089
Arturo Nuñez			2,089
Kenneth B. Robinson			2,089
Nigel Travis			3,355
Helen Vaid			2,089



			YOUR VOTE IS IMPORTANT			Our Compensation and Human Capital Committee and the full Board recommend that you vote FOR approval, on an advisory basis, of the Fiscal 2025 compensation of our named executive officers.


NEO			Position

Fran Horowitz			Chief Executive Officer
Robert J. Ball(1)			Executive Vice President, Chief Financial Officer
Scott D. Lipesky			Executive Vice President, Chief Operating Officer
Samir Desai			Executive Vice President, Chief Digital and Technology Officer
Gregory J. Henchel			Executive Vice President, General Counsel and Corporate Secretary


Fiscal 2025 Annual Cash Incentive Program Achievement	Metric	Metric Payout %		Total Payout %

Spring (40% weighting)	Adjusted EBIT (70%)	0	%	20	%
	Constant Currency Net Sales (30%)	67	%
Fall (60% weighting)	Adjusted EBIT (70%)	60	%	68	%
	Constant Currency Net Sales (30%)	85	%
Weighted Average		49			%


Fiscal 2023 to Fiscal 2025 PSA Achievement

Avg. Net Sales Growth Rate (33.33% weighting)			200%
Avg. Adjusted EBIT Margin (33.33% weighting)			200%
Relative TSR vs. Compensation Peer Group (33.34% weighting)			200%
Weighted Average			200%


Trending Performance of Outstanding PSA Cycles

Performance Period	Avg. Net Sales Growth Rate Tranche(1)	Avg. Adjusted EBIT Margin Tranche	Relative TSR Tranche
Fiscal 2024 to Fiscal 2026	At maximum	Between target and maximum	Approximately at threshold
Fiscal 2025 to Fiscal 2027	Approximately at target	Below threshold	Approximately at threshold


a			Practices We Employ

a			Emphasis on At-Risk Pay
			For NEOs, the majority of their total compensation opportunity is contingent upon our financial performance and/or appreciation in the market price of our Common Stock.

a			Rigorous Performance Metrics
			Our annual cash incentive payouts and PSAs are earned based on the Company meeting challenging financial goals. Fiscal 2025 annual cash incentive payouts were based on seasonal Adjusted EBIT and Constant Currency Net Sales results and Fiscal 2023 to Fiscal 2025 PSAs were based on Avg. Net Sales Growth, Avg. Adjusted EBIT Margin, and Relative TSR over a three-year period (with the Relative TSR target set at the 55th percentile versus the compensation peer group).

a			Robust Stock Ownership Guidelines
			Executive officers and directors are subject to stock ownership guidelines that align their long-term financial interests with those of our stockholders.

a			Incentive Compensation Clawback Policy
			We enforce our incentive compensation clawback polices as described in more detail below under “Clawback Policy.”

a			Benchmark NEO Pay Against a Compensation Peer Group
			The Committee reviews external market data when making compensation decisions and annually reviews our peer group with its independent compensation consultant.

a			Committee Retains an Independent Compensation Consultant
			The Committee retains an independent compensation consultant to provide executive and director compensation consulting and advisory services. The only services that the independent compensation consultant performs for the Company are at the direction of the Committee.

a			Annual “Say on Pay” Vote
			We seek an annual non-binding advisory vote from our stockholders to approve our executive compensation programs.

a			Conservative Compensation Risk Profile
			We review our compensation programs on an annual basis. Our performance-based executive compensation program, coupled with our stock ownership guidelines and clawback provisions, aligns the interests of our NEOs with those of our stockholders by incentivizing long-term superior performance without encouraging excessive or unnecessary risk-taking.

a			Double-Trigger Equity Vesting in Event of a Change of Control
			Double-trigger change of control provisions that permit acceleration of equity vesting in a change of control only if the NEO is also terminated without cause.


X			Practices We Avoid

X			Excise Tax Gross-Up Payments
			None of the NEOs are entitled to gross-up payments in the event that any payments or benefits provided to the NEO by us are subject to the golden parachute excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended.

X			Derivatives or Hedging of Equity Securities
			We prohibit associates (including the NEOs) and directors from engaging in hedging transactions with respect to any equity securities of the Company held by them.

X			Pledging of Equity Securities
			We prohibit associates (including the NEOs) and directors from pledging any equity securities of the Company held by them.

X			Liberal Stock Option or SAR Recycling Provisions
			No liberal share recycling of shares under our long-term incentive plan for shares of Common Stock withheld by the Company (or tendered by an associate) to cover taxes related to stock options or SARs.

X			Multi-Year Employment Agreements with NEOs
			We do not have employment agreements with any of our NEOs that guarantee employment.

X			Modification of Out-of-the-Money Stock Options or SARs
			We prohibit “repricing” of stock options or SARs and any other modification of out-of-the-money awards without stockholder approval.

X			Dividend Equivalents on Certain Equity Awards
			We do not pay dividend equivalents on stock options and unvested RSUs.