oxm-20250513

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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 2025 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 24, 2025

Notice is hereby given that the 2025 Annual Meeting of Shareholders of Oxford Industries, Inc. will be held on Tuesday, June 24, 2025 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/MH5DCUA. At the meeting, shareholders will consider and vote on the following matters:

(1)To elect as directors three Class III nominees, as named in the accompanying proxy statement, to serve until the 2028 Annual Meeting of Shareholders;

(2)To ratify the selection of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2025;

(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 17, 2025 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 13, 2025. This proxy statement and our 2024 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, through a computer or mobile device such as a tablet or smartphone; (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 13, 2025						By Order of the Board of Directors, Suraj A. Palakshappa Senior Vice President, General Counsel, Treasurer & Secretary


			Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 24, 2025: This proxy statement and our 2024 Annual Report on Form 10-K are available on the Internet at http://www.edocumentview.com/OXM.

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PROXY STATEMENT						1
INTRODUCTION						1
PROPOSALS FOR SHAREHOLDER CONSIDERATION						1
Proposal No. 1: Election of Directors						2
Board of Directors						2
Bylaws Relating to Retirement						2
Director Nominations						2
Required Vote						2
Recommendation of our Board of Directors						2
Proposal No. 2: Ratification of Independent Registered Public Accounting Firm						3
Independent Registered Public Accounting Firm						3
Required Vote						3
Recommendation of our Board of Directors						3
Proposal No. 3: Non-Binding, Advisory Vote to Approve Executive Compensation						3
Executive Compensation						3
Proposed Resolution						3
Required Vote						3
Recommendation of our Board of Directors						3
CORPORATE GOVERNANCE AND BOARD MATTERS						4
Directors						4
Director Nominees						4
Continuing Directors						5
Director Skills and Qualifications						7
Director Independence						7
Corporate Governance Guidelines; Conduct Policies						7
Board Meetings and Committees of our Board of Directors						8
Executive Committee						8
Audit Committee						8
Finance Committee						9
Nominating, Compensation & Governance Committee (or NC&G Committee)						9
Board's Role in Risk Oversight						9
Corporate Responsibility Oversight						9
Meetings of Non-Employee Directors						10
Board Leadership						10
Director Nomination Process						10
Board Diversity						10
Director Compensation						11
Compensation Program for Fiscal 2024						11
Director Compensation for Fiscal 2024						11
Stock Ownership and Retention Guidelines						12
EXECUTIVE OFFICERS						13
EXECUTIVE COMPENSATION						14
Introduction						14
Compensation Discussion and Analysis						14
Executive Summary						14
Fiscal 202 4 Overview and Highlights						14
Consideration of Last Year’s Advisory Say-On-Pay Votes						14

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Compensation Philosophy and Objectives						15
Compensation Decision Process						15
Elements of Executive Officer Compensation						17
Base Salary						18
Short-Term/Annual (Cash) Incentive Compensation						18
Long-Term Equity Incentive Compensation						19
Other Benefit Plans and Perquisites						21
Written Arrangements						22
Clawback Policy						22
Policies and Practices Relating to the Timing of Certain Equity Awards						22
Stock Ownership and Retention Guidelines; Anti-Pledging/Hedging Policy						22
Insider Trading Policy						22
Compensation Tables						23
Summary Compensation Table for Fiscal 202 4						23
Grants of Plan-Based Awards in Fiscal 202 4						24
Outstanding Equity Awards at Fiscal 202 4 Year-End						25
Stock Vested During Fiscal 202 4						26
Fiscal 202 4 Non-Qualified Deferred Compensation						26
Potential Payments on Termination or Change of Control						27
CEO Pay Ratio						28
Pay Versus Performance						29
NOMINATING, COMPENSATION & GOVERNANCE COMMITTEE REPORT						34
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION						34
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS						34
AUDIT-RELATED MATTERS						34
Report of the Audit Committee						34
Fees Paid to Independent Registered Public Accounting Firm						35
Approval of Audit and Permissible Non-Audit Services of Independent Auditors						35
COMMON STOCK OWNERSHIP BY MANAGEMENT AND CERTAIN BENEFICIAL OWNERS						36
Management						36
Certain Beneficial Owners						37
EQUITY COMPENSATION PLAN INFORMATION						38
INFORMATION ABOUT THE MEETING AND VOTING						38
Shares Outstanding						38
Participating in the Meeting						38
Voting						38
Broker Discretionary Voting; Broker Non-Votes						39
Changing Your Vote						39
Quorum						39
ADDITIONAL INFORMATION						39
Annual Report on Form 10-K						39
Submission of Director Candidates by Shareholders and Shareholder Proposals						39
Requirements for Director Nominations by Shareholders						40
Requirements for Shareholder Proposals						40
Communications to our Board of Directors						40
Proxy Solicitation						40
Shareholder List						40
Website Information						40

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999 Peachtree Street, N.E., Suite 688

Atlanta, Georgia 30309

PROXY STATEMENT

For 2025 Annual Meeting of Shareholders

To Be Held on June 24, 2025

INTRODUCTION

This proxy statement contains information relating to the 2025 Annual Meeting of Shareholders of Oxford Industries, Inc. to be held on Tuesday, June 24, 2025, 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/MH5DCUA.

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. 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 13, 2025 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 2024 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 Helen Ballard, Virginia A. Hepner and Milford W. McGuirt as Class III directors for a three-year term expiring in 2028

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 2025

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

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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), three Class II directors (Thomas C. Chubb III, John R. Holder and Stephen S. Lanier) and three Class III directors (Helen Ballard, Virginia A. Hepner and Milford W. McGuirt).

At our 2025 annual meeting, the terms of our Class III directors will expire. Our Board, on the recommendation of our Nominating, Compensation & Governance Committee, or NC&G Committee, has unanimously nominated Helen Ballard, Virginia A. Hepner and Milford W. McGuirt for election at our annual meeting as Class III directors, each to serve for a three year term expiring in 2028 and until his or her respective successor is elected and qualified.

The terms of our Class I directors expire in 2026, and the terms of our Class II directors expire in 2027. Each of our Class I and Class II 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 2025 annual meeting, we must have received the nomination not later than the close of business on March 27, 2025. We have not received a shareholder nomination for a director for consideration at the 2025 annual meeting. Accordingly, the election of directors at the 2025 annual meeting is an uncontested election.

Under Georgia law, in an uncontested election, even if a nominee who is already serving as a director fails to receive a majority of votes cast, the director would continue to serve on our Board as a “holdover director.” Under our bylaws, any holdover director 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.

Recommendation of our Board of Directors

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF HELEN BALLARD, VIRGINIA A. HEPNER AND MILFORD W. MCGUIRT AS A CLASS III DIRECTOR.

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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 2025, 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 2025 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 2025, our Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm for fiscal 2025 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 2025.

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

Executive Compensation

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.

The vote on this say-on-pay proposal is advisory, and therefore the results of this proposal are not binding on our company, our Board or our NC&G Committee. 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 2025 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.

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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 10 members, and we currently have 10 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), three Class II directors (Thomas C. Chubb III, John R. Holder and Stephen S. Lanier) and three Class III directors (Helen Ballard, Virginia A. Hepner and Milford W. McGuirt). The terms of our Class III directors expire at the 2025 annual meeting, while the terms of our Class I directors and Class II directors expire in 2026 and 2027, respectively.

Director Nominees

The following sets forth, as of April 17, 2025, 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 III Director

Name

Age

Director Since

Positions Held and Specific Experience and Qualifications

Helen Ballard

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

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. 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.

Milford W. McGuirt

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 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.

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Continuing Directors

The following sets forth, as of April 17, 2025, certain information concerning our current Class I and Class II directors, whose terms expire in 2026 and 2027, 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 I and Class II 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
Thomas C. Chubb III	61	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 more than 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	70	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 Finance Committee.
Stephen S. Lanier	47	2018	Stephen S. Lanier is a Managing Partner of Fremantle Capital, LLC, a private investment firm that seeks to acquire or invest in lower middle market companies 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 has more than 20 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.
Dennis M. Love	69	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.

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Name

Age

Director Since

Positions Held and Specific Experience and Qualifications

Clyde C. Tuggle

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

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 served as a director of Genuine Parts Company, including as a member of the Compensation and Human Capital Committee, until his retirement from the Board of Directors of Genuine Parts Company in April 2024 and as a director of Southern Company, including as the Chair of the Finance Committee and as a member of the Compensation and Talent Development Committee, until his retirement from the Board of Directors of Southern Company in May 2024.

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

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.

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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. To ensure that each director has the appropriate bandwidth to effectively be a member of our Board, under our Corporate Governance Guidelines, without specific approval from our Board, no director may serve on more than four public company boards (including our Board).

Ballard

Chubb

Hepner

Holder

Lanier

Love

McGuirt

Tuggle

Wood

Yancey

Executive Leadership Experience

Public Company Board Experience

Consumer Insights and Branding

Finance and Accounting

Risk Oversight

Mergers and Acquisitions

Product Development, Sourcing and
Merchandising

Regulatory and Corporate Responsibility

Independence

Gender

Male

Female

Race/Ethnicity

African American or Black

White

Age(years)

Tenure(years)

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 2025 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 nine 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.

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-

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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 2024, our Board held four meetings and committees of our Board held a total of seven meetings. During fiscal 2024, 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. All of our current directors attended our 2024 annual meeting.

Our Board has a standing Executive Committee, Audit Committee, Finance Committee and NC&G Committee. Following its September 2024 meeting, our NC&G Committee recommended the addition of a Finance Committee responsible for reviewing and making recommendations to the Board with respect to our annual operating and capital allocation budgets and reviewing other matters relating to our financing, investments and capital structure. At its December 2024 meeting, our Board approved the addition and composition of the Finance Committee, which held its first meeting in March 2025. The following table identifies the members of each of these committees as of April 17, 2025 and the number of meetings (and actions taken by written consent in lieu of meetings) held by each of these committees during fiscal 2024.

Name

Executive Committee

Audit Committee

Finance Committee

NC&G Committee

Helen Ballard*

Thomas C. Chubb III

Chairman

Chair

Virginia A. Hepner*

Chair

John R. Holder*

Chair

Stephen S. Lanier*

Dennis M. Love*

Chair

Milford W. McGuirt*

Clyde C. Tuggle*

E. Jenner Wood III*

Lead (Independent) Director

Carol B. Yancey*

Total Number of Meetings

Actions by Written Consent

*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 2025, our Board determined that Dennis M. Love and Milford W. McGuirt are “audit committee financial experts,” as that term is defined by the rules and regulations of the U.S. Securities and Exchange Commission (which we refer to as the “SEC”), and that all of the members of our Audit Committee are

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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.

Finance Committee

The purpose of our Finance Committee is to assist our Board by: (1) reviewing our capital structure and capital allocation practices and strategies and (2) taking such action and providing such reports and recommendations to our Board as it deems advisable in furtherance of the foregoing. Pursuant to its charter, each member of the Finance Committee is required to be independent under NYSE listing standards.

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 2025, 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.

Board’s Role in Risk Oversight

Our Board is ultimately charged with overseeing our business, including risks to our business, on behalf of our shareholders. In order to fulfill this responsibility, our Audit Committee, pursuant to its charter, reviews our policies with respect to our company’s risk assessment and risk management. With our Audit Committee’s oversight, we conduct an enterprise risk management, or “ERM,” program on an ongoing basis. At each quarterly meeting of our Audit Committee, a significant portion of time is devoted to a management report to the committee on the status of the ERM program and/or certain risks, including among other things cybersecurity and data privacy, faced by our company.

Our Audit Committee actively engages management on potential strategies for reducing, eliminating or mitigating the risks to our organization. Our Audit Committee regularly reports to our Board on our ERM program. In addition to our ERM program, our Board examines specific business risks in its regular reviews of our operating groups and also on a company-wide basis as part of its regular strategic reviews.

Additionally, specifically with respect to cybersecurity risk oversight, our Board has delegated to the Audit Committee oversight responsibility for cyber risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements. The Head of Cyber Security provides quarterly reports to our Audit Committee regarding cyber risk trends, technology security risks, projects to continually enhance our information security systems, cybersecurity strategy and the emerging threat landscape, including those relating to the use of artificial intelligence. The Audit Committee reports any findings and recommendations, as appropriate, to the full Board for consideration. Our cybersecurity program is regularly addressed by internal and external resources to evaluate and enhance the effectiveness of our information security policies, controls and procedures. The results of those reviews are reported to senior management and the Audit Committee. As part of our cyber risk management program, we track and log security incidents across our enterprise and perform third-party risk assessments to identify and attempt to mitigate risks from third parties such as vendors and suppliers.

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. In particular, our compensation programs typically provide for short-term cash incentive payments to individuals throughout our company based on satisfaction of pre-established performance targets. For employees within our various operating groups, these performance targets may be based on performance by the operating group, as a whole, or a specific business unit or business location within that operating group. Each cash and/or equity incentive award for an individual employee within our organization is subject to a maximum amount that may be received by the individual. Our senior management and, with respect to our executive officers, our NC&G Committee, approve applicable performance targets taking into consideration our detailed, internal budgets for upcoming fiscal periods. These members of senior management have access to daily retail and ecommerce sales data and receive monthly financial reports, and they review and analyze deviations from the budgeted plans to assess whether, among other things, the deviations were the result of inappropriate risk taking. We do not believe that our compensation policies and procedures are reasonably likely to have a material adverse effect on our company.

Corporate Responsibility Oversight

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 ERM program, and management reports quarterly to the Audit Committee on various components of

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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. Our Board is in regular discussion with our Chairman, Chief Executive Officer and President regarding corporate governance issues, including management succession planning.

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 2024.

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 nine 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.

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, Finance 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 skills, perspectives and practical experiences can enhance our Board’s effectiveness. Accordingly, it is the practice of our NC&G Committee in evaluating potential director candidates to give consideration to the diversity of experiences and perspectives that a prospective candidate may bring to our Board, including personal characteristics such as age, gender, race or ethnicity and professional experiences and skills. We believe our directors possess the breadth of backgrounds, experiences and qualifications necessary for effective oversight and strategic decision-making.

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Director Compensation

Compensation Program for Fiscal 2024

For fiscal 2024, our non-employee directors were compensated in accordance with the following program guidelines:

•an annual stock retainer in the form of restricted stock (subject to a vesting period generally coinciding with one year of service on our Board) granted to each non‑employee director with a grant date fair value of $125,000 (which was increased from an annual stock retainer with a grant date fair value of $115,000 for fiscal 2023);

•an annual cash retainer of $75,000 payable in quarterly installments to each non‑employee director (which was increased from an annual cash retainer of $65,000 for fiscal 2023);

•an additional annual cash retainer of $25,000 payable in quarterly installments to our lead director; and

•an additional annual cash retainer of $20,000 payable in quarterly installments to the chairs of our Audit, Finance and NC&G Committees.

To further facilitate our directors increasing their ownership of our stock, our non-employee directors are given the option 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 2024, two of our non-employee directors elected to receive their cash retainers in the form of restricted stock.

Director compensation is paid for the 12-month period commencing with each annual meeting of shareholders. Accordingly, the fiscal 2024 director compensation program described above applies to the period starting with the 2024 annual meeting held on June 25, 2024 and concluding with this year’s annual meeting and does not coincide with our 2024 fiscal year for which director compensation is reported in the table below under “—Director Compensation for Fiscal 2024.”

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 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 2024.” Three of our non-employee directors elected to participate in our Deferred Compensation Plan during fiscal 2024.

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 2024

The table below summarizes the compensation for our non-employee directors for fiscal 2024.


Name	Fees Earned or Paid in Cash($)	Stock Awards ($)(1)	All Other Compensation ($)(2)	Total ($)(3)
Helen Ballard	72,513	124,987	3,291	200,791
Virginia A. Hepner	87,513	124,987	3,291	215,791
John R. Holder(4)	5,101	199,899	4,529	209,529
Stephen S. Lanier	72,513	124,987	3,291	200,791
Dennis M. Love(5)	71	219,929	4,864	224,864
Milford W. McGuirt	72,513	124,987	3,291	200,791
Clarence H. Smith(6)	21,250	—	783	22,033
Clyde C. Tuggle	72,513	124,987	3,291	200,791
E. Jenner Wood III	97,513	124,987	3,291	225,791
Carol B. Yancey	72,513	124,987	3,291	200,791

(1)Represents the aggregate grant date fair value of restricted stock granted in fiscal 2024, 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 2024 Annual Report on Form 10-K. As of February 1, 2025, John R. Holder held 1,435 restricted shares of our common stock; Dennis M. Love held 1,485 restricted shares of our common stock; and each of our other current non-employee directors held 1,248 restricted shares of our common stock. Restricted shares held by each of our non-employee directors as of February 1, 2025 will vest on June 24, 2025.

(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.

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(4)In June 2024, John R. Holder elected to receive his fiscal 2024 cash retainer of $75,000 in the form of restricted stock. Pursuant to such election, he was granted 748 restricted shares of our common stock. John R. Holder received an additional cash retainer of $5,000 in December 2024 upon his appointment as chair of our Finance Committee, representing one quarterly installment of the additional annual cash retainer of $20,000 payable to the chair of our Finance Committee.

(5)In June 2024, Dennis M. Love elected to receive his fiscal 2024 cash retainer of $95,000 in the form of restricted stock. Pursuant to such election, he was granted 948 restricted shares of our common stock.

(6)Clarence H. Smith retired from our Board at the conclusion of last year’s annual meeting.

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 four years to accumulate and hold shares of our common stock having a fair market value equal to 2.0x the director’s aggregate annual cash and stock retainer. Each of our directors has either met or is on triack 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 17, 2025, 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—Continuing Directors” on page 5:

Name

Age

Title

Biography

Thomas E. Campbell

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

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

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

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 20 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.

Suraj A. Palakshappa

Senior Vice President, General Counsel, Treasurer & Secretary

Suraj A. Palakshappa is Senior Vice President, General Counsel, Treasurer & Secretary. Raj has worked for our company for more than 15 years, 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.

Robert S. Trauber

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 our company, Rob had been the CEO of Johnny Was since 2015.

Douglas B. Wood

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 2024 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 2024 compensation programs, actions and outputs. As described further in the CD&A, in making its fiscal 2024 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 2024. For fiscal 2024, 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 drive excellence across a portfolio of lifestyle brands that create sustained, profitable growth. 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 2024, 81% 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 2024 Overview and Highlights

During fiscal 2024, our key priorities were maintaining the strength and integrity of our brands and remaining focused on the disciplined execution of our strategic objectives despite a challenging macroeconomic environment. In spite of this challenging environment, we achieved successes in several key areas during fiscal 2024, including opening three Tommy Bahama Marlin Bars, a successful holiday selling season reflecting consumer receptiveness to innovative, special product collections and progress on our project to build our new Lyons, Georgia distribution center. 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.

Our compensation committee made decisions with respect to NEO compensation in March 2024, setting meaningful performance goals that took into account both a macroeconomic environment significantly impacted by declining consumer sentiment levels and our company’s strategic priorities for fiscal 2024, including long-term investments in our brands and distribution capabilities. 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.

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

At our 2024 annual meeting, we held an advisory vote seeking shareholder approval of a “say-on-pay” proposal approving our NEO compensation program. At the 2024 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 2024 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

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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

We tie a significant percentage of each NEO’s potential total compensation opportunities to performance of our company and/or our operating groups

We do not have employment or severance agreements with our NEOs

We provide a mix of short-term and long-term incentives with rigorous financial performance requirements

We do not provide our NEOs with incentives that encourage excessive risk-taking

Our equity compensation awards generally contain only a “double trigger” change in control acceleration of vesting

We do not provide our NEOs with excise or other tax gross ups

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

We do not permit the repricing or cash buyouts of stock options or SARs without shareholder approval

We condition severance payments upon a release of claims

We do not permit liberal share recycling or “net share counting” on equity awards

We have meaningful stock ownership guidelines for executives

We do not permit our directors and executive officers to hedge the economic risk of ownership of our company’s stock

We have retention guidelines, or holding periods, on exercised stock options and vested restricted stock that apply to our NEOs

We do not permit our directors and executive officers to pledge their interests in our company’s stock as a form of security

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

We do not pay dividends or dividend equivalents on performance-based equity awards during the applicable performance period and only pay out dividends and dividend equivalents following the performance period based on equity awards actually earned

We have an annual say-on-pay vote

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 2024 to assist and advise with various executive compensation matters, including the total compensation paid to our executive officers 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 2024:

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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 2024, 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 & 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 2024 compensation reviews, we utilized Mercer’s and Willis Towers Watson’s Executive and Retail Compensation Surveys. 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 2024, our compensation committee reviewed relevant compensation data from the following companies:

The Buckle, Inc.
Carter’s, Inc.
The Children’s Place, Inc.
Columbia Sportswear Company
Crocs, Inc.

Deckers Outdoor Corporation
Destination XL Group, Inc.
G-III Apparel Group, Ltd.
Guess?, Inc.
J.Jill, Inc.

Lands' End, Inc.
Steven Madden, Ltd.
Tilly’s, Inc.
Wolverine World Wide, Inc.
Zumiez Inc.

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Elements of Executive Officer Compensation

Total compensation for our NEOs in recent years has generally consisted of the following elements:

In evaluating and approving our fiscal 2024 executive officer compensation program in March 2024, 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 2024.

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.

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 drive shareholder

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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 2024, of our Chief Executive Officer and of our other NEOs as a group which is “at risk” compensation tied to our company’s performance:

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 2024

In March 2024, in light of each officer’s individual contributions to the financial performance of our company and various business units and the execution of our strategic initiatives during fiscal 2023 (and noting in particular Mr. Grassmyer's responsibilities with respect to our key strategic initiatives and market data with respect to his role), our compensation committee approved the following increases in base salary (which became effective following the committee’s meeting in March 2024):


Name	Fiscal 2023 Base Salary ($)	Fiscal 2024 Base Salary ($)	Percent Change
Thomas C. Chubb III	900,000	900,000	0	%
K. Scott Grassmyer	500,000	536,000	7.2	%
Thomas E. Campbell	468,000	485,000	3.6	%
Michelle M. Kelly	615,000	625,000	1.6	%
Douglas B. Wood	793,000	800,000	0.9	%

Despite Mr. Chubb's desire that his base salary not be increased, our compensation committee strongly believed that Mr. Chubb's compensation should be increased in line with market trends and as a reflection of his tremendous strategic direction in enhancing the Company's long-term prospects. In light of our compensation committee's insistence, Mr. Chubb agreed to an increase in his short-term incentive compensation opportunity in lieu of an increase in his base salary, which further aligns his interests with those of our shareholders.

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 2024, as follows:


	Cash Incentive Awards (% of Base Salary)							Fiscal 2024 Target Cash Incentive Award ($)
Name	At Threshold		At Target		At Maximum		Fiscal 2024 Base Salary ($)
Thomas C. Chubb III	30	%	120	%	210%		900,000	1,080,000
K. Scott Grassmyer	15	%	60	%	105%		536,000	321,600
Thomas E. Campbell	12.5	%	50	%	87.5	%	485,000	242,500
Michelle M. Kelly	15	%	60	%	105%		625,000	375,000
Douglas B. Wood	15	%	60	%	105%		800,000	480,000

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 2024. 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 2024. In establishing performance targets for fiscal 2024, our compensation committee took into consideration our forecasts for the fiscal year at the time of setting the target, including general industry trends and outlook for 2024, while ensuring that each of our businesses focused on fundamental strategic objectives that would support long-term growth on the top-and bottom-lines.

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 2024; actual performance during fiscal 2024 relative to the performance targets; and the actual bonus achieved as a percentage of the performance targets.


	Performance Target ($ in 000s)			Actual Performance ($ in 000s)	Actual Achievement as a Percent of Target
Performance Measure(s)	Threshold	Target	Maximum
PBT, Total Company(1)	144,600	175,300	206,000	< Threshold	0	%
PBT, Lilly Pulitzer(2)	40,600	49,200	57,800	< Threshold	0	%
PBT, Tommy Bahama(3)	108,700	131,800	154,900	< Threshold	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 2024 Incentive Awards

Based on our fiscal 2024 performance, none of our NEOs earned cash incentives in respect of fiscal 2024.

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. For fiscal 2024, 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 28, 2027, 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 an approximately three-year vesting period, with the awards cliff vesting on May 28, 2027.

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The table below sets forth the awards approved by our compensation committee for each of our NEOs for the fiscal 2024 LTIP program.


Name	Performance-Based RSUs at Target (# of shares)	Service-Based RSUs (# of shares)
Thomas C. Chubb III	21,000	10,000
K. Scott Grassmyer	7,000	3,000
Thomas E. Campbell	4,400	1,900
Michelle M. Kelly	4,750	2,250
Douglas B. Wood	6,000	3,000

Performance-Based Equity Awards

Since fiscal 2020, our compensation committee has approved performance-based awards based on a multi-year relative total shareholder return (TSR) metric, which our compensation committee believes effectively aligns 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. 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 April 30, 2027 (the last trading day of the first quarter of fiscal 2027).

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%

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. Awards will vest on May 28, 2027 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 2024 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 28, 2027 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 28, 2027 at the conclusion of the vesting period.

2021 Performance-Based RSUs

As described in our 2022 Proxy Statement, in fiscal 2021 we granted performance-based RSUs which vested based on our company's relative TSR during a three-year performance period ending May 3, 2024. The terms for the vesting and payout of those awards, described on our 2022 Proxy Statement, were substantially similar to those described above with respect to the performance-based RSUs granted in fiscal 2024. The performance-

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based RSUs granted to our NEOs in fiscal 2021 vested at 187.36% of target as a result of our TSR percentile rank being 86.21% for the performance period.

The table below sets forth the fiscal 2021 performance-based RSUs vested for each of our NEOs during fiscal 2024.


	RSUs at Target	RSUs Earned (as a percent of Target)	RSUs Earned
Thomas C. Chubb III	14,500	187%	27,167
K. Scott Grassmyer	4,500	187%	8,432
Thomas E. Campbell	4,500	187%	8,432
Michelle M. Kelly	4,500	187%	8,432
Douglas B. Wood	6,500	187%	12,179

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 2024, 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 2024, we made a contribution to each 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 2024 was $345,000), provided that the NEO elected 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 2024 under our Deferred Compensation Plan are included in the table below under “—Compensation Tables— Summary Compensation Table for Fiscal 2024.”

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 elec

SEC Form DEF 14A filed by Oxford Industries Inc.