Pay vs Performance Disclosure
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12 Months Ended |
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Nov. 26, 2023
USD ($)
$ / shares
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Nov. 27, 2022
USD ($)
$ / shares
|
Nov. 28, 2021
USD ($)
$ / shares
|
| Pay vs Performance Disclosure [Table] |
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| Pay vs Performance [Table Text Block] |
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PAY VERSUS PERFORMANCE DISCLOSURE
In accordance with rules adopted by the Securities
and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the
following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs
and company performance for the fiscal years listed below. The Compensation and Human Capital Committee did not consider the pay
versus performance disclosure below in making its pay decisions for any of the years shown.
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VALUE OF INITIAL FIXED
$100 INVESTMENT
BASED ON:(4) |
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YEAR
(a) |
|
SUMMARY
COMPENSATION
TABLE TOTAL FOR
PEO(1)
($)
(b) |
|
COMPENSATION
ACTUALLY PAID TO
PEO(1)(2)(3)
($)
(c) |
|
AVERAGE
SUMMARY
COMPENSATION
TABLE TOTAL FOR
NON-PEO NEOS(1)
($)
(d) |
|
AVERAGE
COMPENSATION
ACTUALLY PAID TO
NON-PEO NEOS(1)(2)(3)
($)
(e) |
|
TSR
($)
(f) |
|
PEER
GROUP
TSR
($)
(g) |
|
NET
INCOME
($ MILLIONS)
(h) |
|
ADJUSTED
EBIT(5)
(i) |
| 2023 |
|
15,623,233 |
|
10,937,841 |
|
12,641,859 |
|
11,084,803 |
|
85.76 |
|
52.63 |
|
249.60 |
|
554.80 |
| 2022 |
|
15,867,418 |
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(5,530,077) |
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3,661,501 |
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(417,726) |
|
86.99 |
|
67.28 |
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569.10 |
|
713.00 |
| 2021 |
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16,331,831 |
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33,799,905 |
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4,553,330 |
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6,965,116 |
|
143.37 |
|
113.04 |
|
553.54 |
|
712.90 |
| (1) |
Charles (“Chip”) V. Bergh was our
PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
| 2021 |
|
2022 |
|
2023 |
| Harmit
Singh |
|
Harmit
Singh |
|
Harmit
Singh |
| Elizabeth
O’Neill |
|
Elizabeth
O’Neill |
|
Elizabeth
O’Neill |
| Seth
Ellison |
|
Seth
Ellison |
|
Michelle
Gass |
| Jennifer
Sey |
|
Seth
Jaffe |
|
Tracy
Layney |
| (2) |
The amounts shown for Compensation Actually Paid
have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized,
or received by the company’s NEOs. These amounts reflect the Total column set forth in the Summary Compensation Table
with certain adjustments as described in footnote 3 below. |
| (3) |
Compensation Actually Paid reflects the exclusions and inclusions
of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB
ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and
Option Awards columns set forth in the Summary Compensation Table. |
| (4) |
The Peer Group TSR set forth in this table utilizes
the S&P 500 Apparel, Accessories and Luxury Goods, which we also utilize in the stock performance graph required by Item
201(e) of Regulation S-K included in our Annual Report for the fiscal year ended November 26, 2023. The comparison assumes
$100 was invested for the period starting November 29, 2020, through the end of the listed year in the company and in the
S&P 500 Apparel, Accessories and Luxury Goods, respectively. Historical stock performance is not necessarily indicative
of future stock performance. |
| (5) |
We determined Adjusted EBIT to be the most important financial
performance measure used to link company performance to Compensation Actually Paid to our NEOs in 2023. This performance measure
may not have been the most important financial performance measure for years 2022 and 2021 and we may determine a different
financial performance measure to be the most important financial performance measure in future years. |
| (1) |
Charles (“Chip”) V. Bergh was our
PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
| 2021 |
|
2022 |
|
2023 |
| Harmit
Singh |
|
Harmit
Singh |
|
Harmit
Singh |
| Elizabeth
O’Neill |
|
Elizabeth
O’Neill |
|
Elizabeth
O’Neill |
| Seth
Ellison |
|
Seth
Ellison |
|
Michelle
Gass |
| Jennifer
Sey |
|
Seth
Jaffe |
|
Tracy
Layney |
| (2) |
The amounts shown for Compensation Actually Paid
have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized,
or received by the company’s NEOs. These amounts reflect the Total column set forth in the Summary Compensation Table
with certain adjustments as described in footnote 3 below. |
| (3) |
Compensation Actually Paid reflects the exclusions and inclusions
of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB
ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and
Option Awards columns set forth in the Summary Compensation Table. |
| Year | |
SUMMARY COMPENSATION
TABLE TOTAL
MR. BERGH
($) | |
EXCLUSION OF STOCK
AWARDS AND OPTION
AWARDS FOR MR. BERGH
($) | |
INCLUSION OF
EQUITY VALUES FOR MR.
BERGH
($) | |
COMPENSATION
ACTUALLY PAID
TO MR. BERGH
($) |
| 2023 | |
15,623,233 | |
(11,949,250) | |
7,263,858 | |
10,937,841 |
| 2022 | |
15,867,418 | |
(10,799,892) | |
(10,597,603) | |
(5,530,077) |
| 2021 | |
16,331,831 | |
(10,140,242) | |
27,608,316 | |
33,799,905 |
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| YEAR | |
AVERAGE SUMMARY
COMPENSATION TABLE TOTAL
FOR NON-PEO NEOS
($) | |
AVERAGE EXCLUSION OF
STOCK AWARDS AND OPTION
AWARDS FOR NON-PEO NEOS
($) | |
AVERAGE INCLUSION OF
EQUITY VALUES FOR NON-PEO
NEOS
($) | |
AVERAGE COMPENSATION
ACTUALLY PAID TO
NON-PEO NEOS
($) |
| 2023 | |
12,641,859 | |
(8,612,826) | |
7,055,770 | |
11,084,803 |
| 2022 | |
3,661,501 | |
(1,707,875) | |
(2,371,352) | |
(417,726) |
| 2021 | |
4,553,330 | |
(1,633,689) | |
4,045,475 | |
6,965,116 |
The amounts in the Inclusion of Equity Values
in the tables above are derived from the amounts set forth in the following tables:
| YEAR | |
YEAR-END FAIR VALUE OF EQUITY
AWARDS GRANTED DURING YEAR
THAT REMAINED UNVESTED AS OF
LAST DAY OF YEAR FOR MR. BERGH
($) | |
CHANGE IN FAIR VALUE FROM LAST
DAY OF PRIOR YEAR TO LAST DAY
OF YEAR OF UNVESTED EQUITY
AWARDS FOR MR. BERGH
($) | |
CHANGE IN FAIR VALUE FROM LAST
DAY OF PRIOR YEAR TO VESTING
DATE OF UNVESTED EQUITY AWARDS
THAT VESTED DURING YEAR
FOR MR. BERGH
($) | |
TOTAL - INCLUSION OF
EQUITY VALUES FOR
MR. BERGH
($) |
| 2023 | |
8,810,937 | |
(2,083,319) | |
536,240 | |
7,263,858 |
| 2022 | |
7,226,837 | |
(13,434,058) | |
(4,390,382) | |
(10,597,603) |
| 2021 | |
12,996,411 | |
13,445,458 | |
1,166,447 | |
27,608,316 |
| YEAR | |
AVERAGE YEAR-END FAIR VALUE
OF EQUITY AWARDS GRANTED
DURING YEAR THAT REMAINED
UNVESTED AS OF LAST DAY OF
YEAR FOR NON-PEO NEOS
($) | |
AVERAGE CHANGE IN
FAIR VALUE FROM LAST
DAY OF PRIOR YEAR
TO LAST DAY OF YEAR
OF UNVESTED EQUITY
AWARDS FOR NON-PEO
NEOS
($) | |
AVERAGE VESTING-DATE
FAIR VALUE OF EQUITY
AWARDS GRANTED
DURING YEAR THAT
VESTED DURING YEAR
FOR NON-PEO NEOS
($) | |
AVERAGE CHANGE IN
FAIR VALUE FROM LAST
DAY OF PRIOR YEAR
TO VESTING DATE OF
UNVESTED EQUITY
AWARDS THAT VESTED
DURING YEAR FOR NON-
PEO NEOS
($) | |
TOTAL – AVERAGE
INCLUSION OF
EQUITY VALUES FOR
NON-PEO NEOS
($) |
| 2023 | |
6,286,038 | |
(222,757) | |
939,435 | |
53,054 | |
7,055,770 |
| 2022 | |
605,030 | |
(2,269,579) | |
0 | |
(706,803) | |
(2,371,352) |
| 2021 | |
1,732,840 | |
2,123,938 | |
0 | |
188,697 | |
4,045,475 |
| (4) |
The Peer Group TSR set forth in this table utilizes
the S&P 500 Apparel, Accessories and Luxury Goods, which we also utilize in the stock performance graph required by Item
201(e) of Regulation S-K included in our Annual Report for the fiscal year ended November 26, 2023. The comparison assumes
$100 was invested for the period starting November 29, 2020, through the end of the listed year in the company and in the
S&P 500 Apparel, Accessories and Luxury Goods, respectively. Historical stock performance is not necessarily indicative
of future stock performance. |
| (5) |
We determined Adjusted EBIT to be the most important financial
performance measure used to link company performance to Compensation Actually Paid to our NEOs in 2023. This performance measure
may not have been the most important financial performance measure for years 2022 and 2021 and we may determine a different
financial performance measure to be the most important financial performance measure in future years. |
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| Company Selected Measure Name |
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Adjusted EBIT
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| Named Executive Officers, Footnote [Text Block] |
|
| (1) |
Charles (“Chip”) V. Bergh was our
PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
| 2021 |
|
2022 |
|
2023 |
| Harmit
Singh |
|
Harmit
Singh |
|
Harmit
Singh |
| Elizabeth
O’Neill |
|
Elizabeth
O’Neill |
|
Elizabeth
O’Neill |
| Seth
Ellison |
|
Seth
Ellison |
|
Michelle
Gass |
| Jennifer
Sey |
|
Seth
Jaffe |
|
Tracy
Layney |
|
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|
| PEO Total Compensation Amount |
[1] |
$ 15,623,233
|
$ 15,867,418
|
$ 16,331,831
|
| PEO Actually Paid Compensation Amount |
[1],[2],[3] |
$ 10,937,841
|
(5,530,077)
|
33,799,905
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| Adjustment To PEO Compensation, Footnote [Text Block] |
|
| Year | |
SUMMARY COMPENSATION
TABLE TOTAL
MR. BERGH
($) | |
EXCLUSION OF STOCK
AWARDS AND OPTION
AWARDS FOR MR. BERGH
($) | |
INCLUSION OF
EQUITY VALUES FOR MR.
BERGH
($) | |
COMPENSATION
ACTUALLY PAID
TO MR. BERGH
($) |
| 2023 | |
15,623,233 | |
(11,949,250) | |
7,263,858 | |
10,937,841 |
| 2022 | |
15,867,418 | |
(10,799,892) | |
(10,597,603) | |
(5,530,077) |
| 2021 | |
16,331,831 | |
(10,140,242) | |
27,608,316 | |
33,799,905 |
| YEAR | |
YEAR-END FAIR VALUE OF EQUITY
AWARDS GRANTED DURING YEAR
THAT REMAINED UNVESTED AS OF
LAST DAY OF YEAR FOR MR. BERGH
($) | |
CHANGE IN FAIR VALUE FROM LAST
DAY OF PRIOR YEAR TO LAST DAY
OF YEAR OF UNVESTED EQUITY
AWARDS FOR MR. BERGH
($) | |
CHANGE IN FAIR VALUE FROM LAST
DAY OF PRIOR YEAR TO VESTING
DATE OF UNVESTED EQUITY AWARDS
THAT VESTED DURING YEAR
FOR MR. BERGH
($) | |
TOTAL - INCLUSION OF
EQUITY VALUES FOR
MR. BERGH
($) |
| 2023 | |
8,810,937 | |
(2,083,319) | |
536,240 | |
7,263,858 |
| 2022 | |
7,226,837 | |
(13,434,058) | |
(4,390,382) | |
(10,597,603) |
| 2021 | |
12,996,411 | |
13,445,458 | |
1,166,447 | |
27,608,316 |
|
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| Non-PEO NEO Average Total Compensation Amount |
[1] |
$ 12,641,859
|
3,661,501
|
4,553,330
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
[1],[2],[3] |
$ 11,084,803
|
(417,726)
|
6,965,116
|
| Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
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| YEAR | |
AVERAGE SUMMARY
COMPENSATION TABLE TOTAL
FOR NON-PEO NEOS
($) | |
AVERAGE EXCLUSION OF
STOCK AWARDS AND OPTION
AWARDS FOR NON-PEO NEOS
($) | |
AVERAGE INCLUSION OF
EQUITY VALUES FOR NON-PEO
NEOS
($) | |
AVERAGE COMPENSATION
ACTUALLY PAID TO
NON-PEO NEOS
($) |
| 2023 | |
12,641,859 | |
(8,612,826) | |
7,055,770 | |
11,084,803 |
| 2022 | |
3,661,501 | |
(1,707,875) | |
(2,371,352) | |
(417,726) |
| 2021 | |
4,553,330 | |
(1,633,689) | |
4,045,475 | |
6,965,116 |
| YEAR | |
AVERAGE YEAR-END FAIR VALUE
OF EQUITY AWARDS GRANTED
DURING YEAR THAT REMAINED
UNVESTED AS OF LAST DAY OF
YEAR FOR NON-PEO NEOS
($) | |
AVERAGE CHANGE IN
FAIR VALUE FROM LAST
DAY OF PRIOR YEAR
TO LAST DAY OF YEAR
OF UNVESTED EQUITY
AWARDS FOR NON-PEO
NEOS
($) | |
AVERAGE VESTING-DATE
FAIR VALUE OF EQUITY
AWARDS GRANTED
DURING YEAR THAT
VESTED DURING YEAR
FOR NON-PEO NEOS
($) | |
AVERAGE CHANGE IN
FAIR VALUE FROM LAST
DAY OF PRIOR YEAR
TO VESTING DATE OF
UNVESTED EQUITY
AWARDS THAT VESTED
DURING YEAR FOR NON-
PEO NEOS
($) | |
TOTAL – AVERAGE
INCLUSION OF
EQUITY VALUES FOR
NON-PEO NEOS
($) |
| 2023 | |
6,286,038 | |
(222,757) | |
939,435 | |
53,054 | |
7,055,770 |
| 2022 | |
605,030 | |
(2,269,579) | |
0 | |
(706,803) | |
(2,371,352) |
| 2021 | |
1,732,840 | |
2,123,938 | |
0 | |
188,697 | |
4,045,475 |
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| Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
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PEO
and Average Non-PEO NEO Compensation Actually Paid Versus TSR
(11/29/2020 Indexed to $ 100)
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| Compensation Actually Paid vs. Net Income [Text Block] |
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PEO
and Average Non-PEO NEO Compensation Actually Paid
Versus Net Income
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| Compensation Actually Paid vs. Company Selected Measure [Text Block] |
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PEO
and Average Non-PEO NEO Compensation Actually Paid
Versus Adjusted EBIT
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| Total Shareholder Return Vs Peer Group [Text Block] |
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PEO
and Average Non-PEO NEO Compensation Actually Paid Versus TSR
(11/29/2020 Indexed to $ 100)
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| Tabular List [Table Text Block] |
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The following table presents the financial performance
measures that the Company considers the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023
to company performance. The measures in this table are not ranked.
| PERFORMANCE MEASURES |
| Adjusted Earnings Before Income and Taxes (EBIT) |
| Net Revenues |
| Cash Conversion Cycle |
|
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|
| Total Shareholder Return Amount |
[4] |
$ 85.76
|
86.99
|
143.37
|
| Peer Group Total Shareholder Return Amount |
[4] |
52.63
|
67.28
|
113.04
|
| Net Income (Loss) Attributable to Parent |
|
$ 249,600,000
|
$ 569,100,000
|
$ 553,540,000
|
| Company Selected Measure Amount | $ / shares |
[5] |
554.80
|
713.00
|
712.90
|
| PEO Name |
|
Charles (“Chip”) V. Bergh
|
Charles (“Chip”) V. Bergh
|
Charles (“Chip”) V. Bergh
|
| Measure [Axis]: 1 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
|
Adjusted Earnings Before Income and Taxes (EBIT)
|
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| Measure [Axis]: 2 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
|
Net Revenues
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| Measure [Axis]: 3 |
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| Pay vs Performance Disclosure [Table] |
|
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| Measure Name |
|
Cash Conversion Cycle
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| PEO [Member] | EXCLUSION OF STOCK AWARDS AND OPTION AWARDS |
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| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
$ (11,949,250)
|
$ (10,799,892)
|
$ (10,140,242)
|
| PEO [Member] | INCLUSION OF EQUITY VALUES |
|
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| Pay vs Performance Disclosure [Table] |
|
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| Adjustment to Compensation Amount |
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7,263,858
|
(10,597,603)
|
27,608,316
|
| PEO [Member] | YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR |
|
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|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
8,810,937
|
7,226,837
|
12,996,411
|
| PEO [Member] | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY AWARDS |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
(2,083,319)
|
(13,434,058)
|
13,445,458
|
| PEO [Member] | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
536,240
|
(4,390,382)
|
1,166,447
|
| Non-PEO NEO [Member] | AVERAGE EXCLUSION OF STOCK AWARDS AND OPTION AWARDS |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
(8,612,826)
|
(1,707,875)
|
(1,633,689)
|
| Non-PEO NEO [Member] | AVERAGE INCLUSION OF EQUITY VALUES |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
7,055,770
|
(2,371,352)
|
4,045,475
|
| Non-PEO NEO [Member] | AVERAGE YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
6,286,038
|
605,030
|
1,732,840
|
| Non-PEO NEO [Member] | AVERAGE CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY AWARDS |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
(222,757)
|
(2,269,579)
|
2,123,938
|
| Non-PEO NEO [Member] | AVERAGE VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT VESTED DURING YEAR |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
939,435
|
0
|
0
|
| Non-PEO NEO [Member] | AVERAGE CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
$ 53,054
|
$ (706,803)
|
$ 188,697
|
|
|