Pay vs Performance Disclosure, Table


Year	Summary Compensation Table Total for PEO(1)	Compensation Actually Paid to PEO(1)(2)(3)	Average Summary Compensation Table Total for Non-PEO NEOs(1)	Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(4)	Value of Initial Fixed $100 Investment Based On:		Net Income (millions)(7)	Adjusted EPS(8)
					Total Stockholder Return(5)	Peer Group Total Stockholder Return(6)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2024	$27,692,374	$132,461,444	$5,338,172	$21,413,899	$668.86	$227.91	$1,125	$8.50(9)
2023	$23,696,540	$65,270,818	$6,238,565	$13,793,742	$325.16	$162.21	$950	$7.43
2022	$17,322,255	$(163,581)	$5,596,435	$(3,488,288)	$192.77	$125.62	$1,128	$8.27
2021	$21,324,327	$78,793,201	$6,411,575	$15,913,266	$229.91	$153.61	$1,126	$7.43
2020	$24,133,526	$87,708,139	$6,296,302	$17,033,486	$188.41	$141.39	$681	$4.52

Company Selected Measure Name

Adjusted EPS

Named Executive Officers, Footnote

The following table lists the PEO and non-PEO NEOs for each of fiscal years 2024, 2023, 2022, 2021 and 2020.


Year	PEO	Non-PEO NEOs
2024	Laura Alber	Jeff Howie, Monica Bhargava, David King and Karalyn Yearout
2023	Laura Alber	Jeff Howie, Marta Benson, David King and Karalyn Yearout
2022	Laura Alber	Jeff Howie, Marta Benson, David King, Alex Bellos and Julie Whalen
2021	Laura Alber	Julie Whalen, Alex Bellos, Marta Benson and Ryan Ross
2020	Laura Alber	Julie Whalen, Alex Bellos, Marta Benson and Ryan Ross

Peer Group Issuers, Footnote

The Company TSR assumes an initial fixed investment of $100 on February 2, 2020, through the end of the listed fiscal year, as well as the reinvestment of dividends. (6) Company’s peer group total stockholder return, or the Peer Group TSR, set forth in this table was determined using the S&P 500 Consumer Discretionary Distribution and Retail industry index, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended February 2, 2025. The Peer Group TSR assumes an initial fixed investment of $100 on February 2, 2020, through the end of the listed fiscal year, as well as the reinvestment of dividends.

PEO Total Compensation Amount

$ 27,692,374

$ 23,696,540

$ 17,322,255

$ 21,324,327

$ 24,133,526

PEO Actually Paid Compensation Amount

$ 132,461,444

65,270,818

(163,581)

78,793,201

87,708,139

Adjustment To PEO Compensation, Footnote

The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to the Summary Compensation Table for additional information). The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” to Ms. Alber in accordance with the Pay Versus Performance Rules:


		Equity Award Adjustments							Compensation Actually Paid to PEO
Year	Summary Compensation Table Total for PEO	Reported Value of Equity Awards	Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year	Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year	Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value
2024	$27,692,374	$(15,999,690)	$39,825,913	$69,008,157	—	$11,934,690	—	—	$132,461,444
2023	$23,696,540	$(13,999,878)	$38,529,195	$19,637,693	—	$(2,592,732)	—	—	$65,270,818
2022	$17,322,255	$(11,999,916)	$9,258,310	$(12,970,739)	—	$(1,773,491)	—	—	$(163,581)
2021	$21,324,327	$(11,999,857)	$21,522,305	$31,916,002	—	$16,030,424	—	—	$78,793,201
2020	$24,133,526	$(17,350,601)	$31,411,874	$52,231,773	—	$(2,718,433)	—	—	$87,708,139

Non-PEO NEO Average Total Compensation Amount

$ 5,338,172

6,238,565

5,596,435

6,411,575

6,296,302

Non-PEO NEO Average Compensation Actually Paid Amount

$ 21,413,899

13,793,742

(3,488,288)

15,913,266

17,033,486

Adjustment to Non-PEO NEO Compensation Footnote

(4) The following table shows the amounts deducted from and added to the average Summary Compensation Table total to calculate the average “compensation actually paid” to our non-PEO NEOs in accordance with the Pay Versus Performance Rules.


		Equity Award Adjustments							Average Compensation Actually Paid to Non-PEO NEOs
Year	Average Summary Compensation Table Total for Non-PEO NEOs	Average Reported Value of Equity Awards	Average Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End	Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years	Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year	Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year	Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year	Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value
2024	$5,338,172	$(2,374,778)	$5,610,605	$11,201,826	—	$1,638,074	—	—	$21,413,899
2023	$6,238,565	$(4,062,400)	$7,798,414	$4,015,120	—	$(195,957)	—	—	$13,793,742
2022	$5,596,435	$(3,899,851)	$1,978,459	$(984,095)	—	$(252,583)	$(5,926,653)	—	$(3,488,288)
2021	$6,411,575	$(3,062,327)	$4,943,199	$5,227,599	—	$2,393,220	—	—	$15,913,266
2020	$6,296,302	$(3,644,105)	$7,525,673	$7,266,557	—	$(410,941)	—	—	$17,033,486

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Company TSR

Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income

Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid and Adjusted EPS

Total Shareholder Return Vs Peer Group

Company TSR and Peer Group TSR(1)

(1) As noted above, the Company and the Peer Group TSR assumes an initial fixed investment of $100 on February 2, 2020, the last day of the Company's 2019 fiscal year, through February 2, 2025, the last day of the Company's 2024 fiscal year, as well as the reinvestment of dividends.

Tabular List, Table


Most Important Performance Measures
•Adjusted EPS
•Revenue (3-year CAGR)
•EPS (3-year CAGR)
•Operating Cash Flow (3-year average)
•ROIC (3-year average)

Total Shareholder Return Amount

$ 668.86

325.16

192.77

229.91

188.41

Peer Group Total Shareholder Return Amount

227.91

162.21

125.62

153.61

141.39

Net Income (Loss)

$ 1,125,000,000

$ 950,000,000

$ 1,128,000,000

$ 1,126,000,000

$ 681,000,000

Company Selected Measure Amount

8.50

7.43

8.27

7.43

4.52

PEO Name

Laura Alber

Additional 402(v) Disclosure

(7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

Prior to fiscal 2024, non-GAAP diluted earnings per share was determined to be the most important financial measure used to link “compensation actually paid” to our NEOs to Company performance. Beginning in fiscal 2024, we have determined that our most important financial measure used to link “compensation actually paid” to our NEOs to Company performance is non-GAAP diluted earnings per share adjusted to include the effects of any out-of-period adjustment, which we refer to as “Adjusted EPS”. Adjusted EPS is our “Company Selected Measure” as defined in the Pay Versus Performance Rules. We use achievement of Adjusted EPS performance to fund our Annual Bonus Plan and allocate awards to reflect brand and operational performance. Adjusted EPS is defined as GAAP diluted earnings per share, excluding or including (i) any extraordinary non-recurring or unusual items, (ii) the effect of any changes in accounting principles affecting the Company’s or a business unit’s reported results, as approved by the Chair of the Compensation Committee, and (iii) the effects of any out-of-period adjustment. “Adjusted EPS” is computed as net earnings, exclusive of certain items as described above, divided by the weighted average number of common shares outstanding plus common stock equivalents for the period. “Common stock equivalents” consists of shares subject to stock-based awards with exercise prices less than or equal to the average market price of our common stock for the period, to the extent their inclusion would be dilutive. (9) For fiscal 2024, the only adjustment made to diluted earnings per share was to exclude $0.29 per share, which represents the impact of the out-of-period freight adjustment of $49 million in the first quarter of fiscal 2024. See Appendix A for a discussion of the out-of-period adjustment.

Measure:: 1

•Adjusted EPS

Measure:: 2

•Revenue (3-year CAGR)

Measure:: 3

•EPS (3-year CAGR)

Measure:: 4

•Operating Cash Flow (3-year average)

Measure:: 5

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

•ROIC (3-year average)

PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

$ (15,999,690)

$ (13,999,878)

$ (11,999,916)

$ (11,999,857)

$ (17,350,601)

PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

39,825,913

38,529,195

9,258,310

21,522,305

31,411,874

PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

69,008,157

19,637,693

(12,970,739)

31,916,002

52,231,773

PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

11,934,690

(2,592,732)

(1,773,491)

16,030,424

(2,718,433)

PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(2,374,778)

(4,062,400)

(3,899,851)

(3,062,327)

(3,644,105)

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

5,610,605

7,798,414

1,978,459

4,943,199

7,525,673

Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

11,201,826

4,015,120

(984,095)

5,227,599

7,266,557

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

1,638,074

(195,957)

(252,583)

2,393,220

(410,941)

Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

(5,926,653)