SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934
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13, 2023 Board Meetings and Committees of our Board of Directors meetnow.global/MJJDTAM. When the number of directors is increased, newly appointed directors are required to stand for election at the next annual meeting. Nominations Mr. Love has approximately 30 years of experience as a chief executive and has extensive service as a director of public companies, including having served on the Compensation and Employee Benefits Committee of Caraustar Industries, Inc. and the Nominating, Governance and Corporate Responsibility Committee of AGL Resources, Inc. The insight Mr. Love gained through these board affiliations serves our Board well. In addition, Mr. Love's 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. Mr. Tuggle has broad executive management experience at a publicly traded company heavily focused on brand management, which serves our Board well. In addition, Mr. Tuggle's experience at Coca-Cola, which includes oversight of investor relations and public communications issues, provides key insights to our Board and Audit Committee. Mr. Wood's professional career includes more than 20 years in executive management positions with SunTrust Banks, Inc. and its various affiliates. Mr. Wood'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. Ms. Ballard has more than 20 years of experience in a chief executive capacity. Ms. Ballard 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. Ms. Ballard's experience in direct-to-consumer businesses, in particular with business activities aimed at demographics overlapping those of our various operating groups, serves our Board well. Mr. Chubb has been employed by our company for more than 30 years and has been an executive with our company for more than 20 years. Mr. Chubb provided direct oversight for many of our operating groups for several years before being promoted to Chief Executive Officer and was instrumental in our company's transformation from its historical domestic private label manufacturing roots to becoming a global company engaged in the design, sourcing, marketing and distribution of lifestyle branded apparel products. Mr. Chubb's previous experience as our General Counsel also gives him key insights into the business, legal and regulatory environment in which we operate. Mr. Chubb's long history with our organization, his leadership skills and his knowledge of our businesses and industry serve our Board well. Mr. Gallagher has more than 25 years of executive-level responsibilities with a NYSE-listed public company; brings extensive experience serving as a director of other companies, including having served on the Board of Directors of Genuine Parts for more than 25 years and having previously served on the boards of STI Classic Funds, STI Classic Variable Trust and National Services Industries, Inc.; and is extremely familiar with our company, having served on our Board for more than 20 years. Mr. Gallagher's business acumen and leadership skills are a valuable asset to our Board and Audit Committee. Ms. Hepner 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. Mr. Holder has demonstrated strategic leadership in growing Holder Properties, which has been involved in developing over 11 million square feet of real estate valued in excess of $2 billion, and also has 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 and membership on the Audit and Compensation, Nominating and Governance Committees of Genuine Parts Company, has given him leadership experience, business acumen and financial literacy beneficial to our Board and Audit Committee. Mr. Lanier has more than 15 years of private and public sector experience in multiple industries. Mr. Lanier has extensive middle market M&A experience and has worked internationally in various regions. He has a strong financial background, having started his career as a securities analyst, as well as insight into the global markets and regulatory environments in which we operate, all of which provides valuable insights to our Board and Audit Committee. Mr. Smith has over 20 years of senior management experience at Haverty Furniture Companies, Inc., an Atlanta-based, publicly traded company with over 100 stores in 16 states, which affords our Board and our NC&G Committee valuable insight into compensation, governance and general business practices at a company with a brand management focus and retail and other direct-to-consumer business activities. In evaluating the independence of our directors, our NC&G Committee and Board gave particular consideration to Helen Ballard* Thomas C. Chubb III Thomas C. Gallagher* Virginia A. Hepner* John R. Holder* Stephen S. Lanier* Dennis M. Love* Clarence H. Smith* Clyde C. Tuggle* E. Jenner Wood III* Total Number of Meetings Actions by Written Consent ESG matters within our company, as well as our company’s corporate responsibility initiatives, may be found on our website at www.oxfordinc.com. reflects our 2022 2022. 2022 Helen Ballard Thomas C. Gallagher Virginia A. Hepner John R. Holder Stephen S. Lanier Dennis M. Love Clarence H. Smith Clyde C. Tuggle E. Jenner Wood III guideline within the requisite time frame. our shareholders’ interests. brands. pandemic. We believe that In relation to our compensation awards). March 2022): Thomas C. Chubb III Thomas E. Campbell K. Scott Grassmyer Michelle M. Kelly Douglas B. Wood respectively, during fiscal 2022. For each of our NEOs, if the applicable threshold performance measure was not met for the fiscal year, no cash incentive would be payable bonus opportunity. PBT of total company PBT of Tommy Bahama PBT of Lilly Pulitzer PBT of Lanier Apparel PBT of Southern Tide Based on our fiscal Thomas C. Chubb III Thomas E. Campbell K. Scott Grassmyer Michelle M. Kelly Douglas B. Wood each year. Thomas C. Chubb III Thomas E. Campbell K. Scott Grassmyer Michelle M. Kelly Douglas B. Wood The Plan (although Michelle M. Kelly, who is an employee of our Lilly Pulitzer operating group, first became eligible to participate in the plan upon Lilly Pulitzer’s addition to the plan starting in calendar year 2023). 2022. of investment options in an array of asset classes, and earnings are based on the equivalent returns from the elected investment options. Accounts are 100% vested at all times. requirements. 2022 Thomas C. Chubb III Chairman, Chief Executive Officer and President Thomas E. Campbell Executive Vice President- People & Technology K. Scott Grassmyer Executive Vice President-Finance, Chief Financial Officer and Controller Michelle M. Kelly Chief Executive Officer, Lilly Pulitzer Douglas B. Wood Chief Executive Officer, Tommy Bahama 10-K. Thomas C. Chubb III Thomas E. Campbell K. Scott Grassmyer Michelle M. Kelly Douglas B. Wood Thomas C. Chubb III Thomas E. Campbell K. Scott Grassmyer Michelle M. Kelly Douglas B. Wood In addition, our NEOs, from time to time, may receive discounts on merchandise purchased directly from our company or complimentary meals at our Tommy Bahama restaurants. We do not believe that the aggregate incremental cost to us of these discounts and benefits exceeds $10,000 for any of our NEOs and are excluded from this table. 2022 Thomas C. Chubb III Thomas E. Campbell K. Scott Grassmyer Michelle M. Kelly Douglas B. Wood Thomas C. Chubb III Thomas E. Campbell K. Scott Grassmyer Michelle M. Kelly Douglas B. Wood July 28, 2023 May 31, 2024 July 28, 2023 2022 Thomas C. Chubb III Thomas E. Campbell K. Scott Grassmyer Michelle M. Kelly Douglas B. Wood Thomas C. Chubb III Thomas E. Campbell K. Scott Grassmyer Douglas B. Wood Thomas C. Chubb III Thomas E. Campbell K. Scott Grassmyer Douglas B. Wood Potential Payments on Termination or Change of Control vesting, except as described in this paragraph below. Performance-based RSUs issued to our NEOs in June 2020, March 2021 and March 2022 are not subject to “double trigger” acceleration of vesting in the event such awards are neither continued following a change of control nor assumed or converted by the successor entity. If such awards are terminated in connection with a change of control and not assumed or converted by the successor entity, the unvested equity awards would accelerate and vest as of the date of such change of control as follows: (i) if such change of control occurred within the first year of the three-year performance period, the target number of RSUs subject to the awards would vest, (ii) if such change of control occurred after the first year of the three-year performance period but prior to end of the applicable performance period, the number of RSUs that would vest would be determined based on our actual TSR relative to the TSR of our comparative peer group for the applicable performance period as if the applicable performance period had ended on the date of such change of control and (iii) if the change of control occurred on or after the end of the applicable performance period but prior to the date on which such awards would vest, the number of RSUs that would vest would be determined based on our actual TSR relative to the TSR of our comparative peer group for the applicable performance period. Thomas C. Chubb III Thomas E. Campbell K. Scott Grassmyer Michelle M. Kelly Douglas B. Wood Following each quarterly meeting of the Audit Committee, the Audit Committee meets privately with Ernst & Young LLP, which has unrestricted access to the members of the Audit Committee. concerning independence, considered whether the independent Audit fees Audit-related fees Tax fees All other fees Total fees Approval of Audit and Permissible Non-Audit Services of Independent Auditors Our Audit Committee’s policies with respect to pre-approval of services by our independent registered public accounting firm are intended to help maintain auditor independence and our compliance with regulatory requirements. The Audit Committee considers whether the provision of services other than audit services is compatible with maintaining Ernst & Young LLP’s independence. Helen Ballard Thomas E. Campbell Thomas C. Chubb III Thomas C. Gallagher K. Scott Grassmyer Virginia A. Hepner John R. Holder Michelle M. Kelly Stephen S. Lanier(2) Dennis M. Love Clarence H. Smith Clyde C. Tuggle Douglas B. Wood E. Jenner Wood III All directors and executive officers as a group (16 persons) his spouse and 417,305 shares held by a charitable foundation for which he has voting authority. Stephen S. Lanier disclaims beneficial ownership of the shares held by such charitable foundation. BlackRock, Inc. The Vanguard Group LTIP on December 5, 2022. 13, 2024. our 2024 annual meeting is advanced more than 30 days prior to or delayed more than 30 days after June 13, 2024. 20202023 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 16, 202020202023 Annual Meeting of Shareholders of Oxford Industries, Inc. will be held on Tuesday, June 16, 202013, 2023 at 2:00 p.m., Eastern Time. Due to public health concerns regarding in-person gatherings as a result of the COVID-19 pandemic, and taking into account the protocols of local, state and federal governments, we have determined that this year'sThis year’s annual meeting will once again be conducted as a virtual meeting via live audio webcast. Shareholders may access and participate in the annual meeting by visiting www.meetingcenter.io/215153986. There will not be a physical location for the annual meeting, and shareholders will not be able to attend the meeting in person. The purposes ofShareholders may access and participate in the annual meeting by visiting meetnow.global/MJJDTAM. At the meeting, are to:the threefour Class I nominees, as named in the accompanying proxy statement, to serve for a termuntil the 2026 Annual Meeting of three years;2020;
2023;(4)17, 202014, 2023 will be entitled to notice of and to vote at the annual meeting or at any adjournment or postponement of the annual meeting.broad discretion in recognizing questions, the order in which questions are answered and the amount of time devoted to questions.Commission's "noticeCommission’s “notice and access"access” rules. By providing our proxy materials on the Internet, we believe that we are increasing our shareholders' ability to access the information they need while at the same time reducing the environmental impact of our annual meeting. A Notice of Internet Availability of Proxy Materials will be mailed to shareholders beginning on or about May 6, 2020.3, 2023. This proxy statement and our 20192022 Annual Report on Form 10-K may be accessed by all shareholders at http://www.edocumentview.com/oxford. Any shareholder may request a printed copy of the proxy materials by following the instructions set forth in the Notice of Internet Availability.important. Regardless of whether you plan to participate in the annual meeting,important, and you are encouraged to vote as soon as possible. You may vote using any of the following methods: (1) on the Internet; (2) by requesting a paper copy of the proxy materials and submitting your vote via a toll-free telephone number or by signing, dating and mailing a completed proxy card; or (3) electronically atduring 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.22:00 p.m., Eastern Time. We encourage shareholders to access the webcast in advance of the designated start time. Shareholders may access Please see “annual meeting, submit questionsMeeting and electronically vote shares at the meeting by visiting www.meetingcenter.io/215153986. If you are a shareholder of record, you may access the meeting webcast and vote electronically during the meeting using the instructions and voter control number set forthVoting” in the Notice of Internet Availability. If your shares are held in an account with a broker and you wishaccompanying proxy statement for additional information about how to participate in the annual meeting, you must register in advance to participate in the meeting webcast and obtain a new control number from Computershare, our transfer agent. In order to vote electronically during the meeting, you must request and receive a legal proxy in your name from the broker that holds your shares. You may request registration by submitting proof of your proxy power (legal proxy) reflecting your holdings of our common stock, along with your name and email address, to Computershare. Requests for registration may be directedto Computershare (i) by mail to the following address: Computershare, Oxford Industries, Inc. Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001 or (ii) by email, by attaching an image of your legal proxy or forwarding the email from your broker to legalproxy@computershare.com. Requests for registration must be labeled "Legal Proxy" and received no later than 5:00 p.m., Eastern Time, on June 10, 2020. You will receive a confirmation of your registration by email after your registration materials have been received. May 5, 20203, 2023 
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Senior Vice President-Law,President, General Counsel,
Treasurer and Secretary Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 13, 2023: This proxy statement and our 2022 Annual Report on Form 10-K are available on the Internet at http://www.edocumentview.com/oxford. Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 16, 2020: This proxy statement and our 2019 Annual Report on Form 10-K are available on the Internet at http://www.edocumentview.com/oxford.Table of Contents 1 INTRODUCTION 1 1 2 2 2 2 2 23 3 3 3 3 3 3 3 3 34 4 4 4 4 45 Directors 45 45 67 89 9 9 Corporate Social ResponsibilityEmpower Our People9Enrich Our Communities9Reduce Our Footprint9 10 10 10 11 11 11 11 11Director Compensation 12 12 12 12 13 13EXECUTIVE OFFICERS 14 15 Introduction 1517 17 1517 1517 1617 1618 1718 1719 20 24 25 25 25 26 26 27 28 29 3029 30 31 32 3136 3236 3236 3236 3236 3337 3337 3438 Management 3438 3439 3539 3540 3540 3540 3640 Voting 3640 3641 3741 Quorum 3741 3742 3742 3742 3842 3843 3943 3943 3943 3944 20202023 Annual Meeting of Shareholders of Oxford Industries, Inc. to be held on Tuesday, June 16, 2020,13, 2023, beginning at 2:00 p.m., Eastern Time. The annual meeting will be conducted as a virtual meeting, accessible via live audio webcast at www.meetingcenter.io/215153986. In light of the public health concerns regarding in-person gatherings as a result of the COVID-19 pandemic, we believe that hosting a virtual meeting is in the best interest of our shareholders and employees.shareholders'shareholders’ ability to access the information they need while at the same time reducing the cost and environmental impact of our annual meeting. 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 6, 20203, 2023 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.20192022 Annual Report on Form 10-K are available at http://www.edocumentview.com/oxford. We will mail any shareholder a copy of the proxy materials free of charge upon request, but you will not receive a printed copy of the proxy materials unless you request one. You may request to receive a copy of proxy materials by following the instructions set forth in the Notice of Internet Availability.ProposalBoard'sRecommendation Proposal Board’s
Recommendation Proposal No. 1—Election of Directors Election of threeDennis M. Love, Clyde C. Tuggle, E. Jenner Wood III and Carol B. Yancey as Class I directors for a three-year term expiring in 2023: Messrs. Dennis M. Love, Clyde C. Tuggle and E. Jenner Wood IIIFOR EACH 2026 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 2020FOR 2023 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 Proposal No. 4—Non-Binding, Advisory Vote on the Frequency of Advisory Votes on Executive Compensation A non-binding, advisory vote on the frequency of future advisory votes on executive compensation ONE YEAR three yearthree-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'sdirector’s term ends and until his or her successor is elected and qualified.Nomineesthreefour Class I directors (Messrs. Dennis(Dennis M. Love, Clyde C. Tuggle, and E. Jenner Wood III)III and Carol B. Yancey), four Class II directors (Messrs. Thomas(Thomas C. Chubb III, John R. Holder, Stephen S. Lanier and Clarence H. Smith) and three Class III directors (Ms. Helen(Helen Ballard, Mr. Thomas C. Gallagher and Ms. Virginia A. Hepner)Hepner and Milford W. McGuirt).20202023 annual meeting, the terms of our Class I directors will expire. Our Board, on the recommendation of our Nominating, Compensation & Governance Committee, or NC&G Committee, has unanimously nominated Messrs. Dennis M. Love, Clyde C. Tuggle, and E. Jenner Wood III and Carol B. Yancey for election at our annual meeting as Class I directors, each to serve for a three year term expiring in 20232026 and until his or her respective successor is elected and qualified.2021,2024, and the terms of our Class III directors expire in 2022.2025. Each of our Class II and Class III directors is currently expected to remain in office for the remainder of his or hertheir current term."for"“for” a director must exceed the number of votes cast "against"“against” that director). In accordance with our bylaws, in order for a shareholder to have nominated a director for consideration at the 20202023 annual meeting, we must have received the nomination not later than the close of business on March 20, 2020.16, 2023. We have not received a shareholder nomination for a director for consideration at the 20202023 annual meeting. Accordingly, the election of directors at the 20202023 annual meeting is an uncontested election."holdover“holdover director."” Under our bylaws, any holdover director who fails to receive a majority of the votes cast 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. Messrs. Love, Tuggle and Wood are currently serving on our Board."FOR"“FOR” EACH OF MESSRS. DENNIS M. LOVE, CLYDE C. TUGGLE, AND E. JENNER WOOD III AND CAROL B. YANCEY AS A CLASS I DIRECTOR.2 2020 PROXY STATEMENT2020,2023, which appointment was ratified by our full Board. Ernst & Young LLP has served as our independent auditors since 2002.ShareholderAlthough shareholder ratification of the selection of our independent registered public accounting firm is not required by law; however,law, our Board considers the solicitation ofbelieves soliciting shareholder approval of Ernst & Young LLP’s selection to be in our company's and our shareholders' best interests.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.20202023 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 2020,2023, our Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm for fiscal 20202023 and/or future years."FOR"“FOR” THE PROPOSAL TO RATIFY ERNST & YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2020. Weto indicatefor their support forviews on our named executive officer compensation practices, as described in this proxy statement. This "say-on-pay"“say-on-pay” proposal gives our shareholders the opportunity to expressindicate their viewssupport 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."“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'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.Company'sCompany’s named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth herein.overruleoverride 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'shareholders’ concerns and our NC&G Committee will evaluate whether any actions, in fiscal 20202023 or in subsequent years, are necessaryappropriate to address those concerns."FOR"“FOR” THE PROPOSAL APPROVING EXECUTIVE COMPENSATION.2020 3is tomust 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 1011 members, and we currently have 1011 members serving on our Board.threefour Class I directors (Messrs. Dennis(Dennis M. Love, Clyde C. Tuggle, and E. Jenner Wood III)III and Carol B. Yancey), four Class II directors (Messrs. Thomas(Thomas C. Chubb III, John R. Holder, Stephen S. Lanier and Clarence H. Smith) and three Class III directors (Ms. Helen(Helen Ballard, Mr. Thomas C. Gallagher and Ms. Virginia A. Hepner)Hepner and Milford W. McGuirt). The terms of our Class I directors expire at the 20202023 annual meeting, while the terms of our Class II directors and Class III directors expire in 20212024 and 2022,2025, respectively. Our Board has unanimously nominated each of Messrs. Dennis M. Love, Clyde C. Tuggle and E. Jenner Wood III, who are currently Class I directors, for re-election at the annual meeting, each to serve for a three year term expiring in 2023 and until his respective successor is elected and qualified.17, 2020,14, 2023, 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. Name Age Director Since Positions Held and Specific Experience and Qualifications Dennis M. Love 67 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. Clyde C. Tuggle 62 2011 E. Jenner Wood III 71 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 is a director of Southern Company, where he serves as the Chair of the Finance Committee and as a member of the Compensation and Talent Development Committee, and Genuine Parts Company, where he serves on the Compensation and Human Capital Committee. Age Director Since Positions Held and Specific Experience and Qualifications Dennis M. Love 64 2008 Mr. Love is the retired Chairman of Printpack Inc., a manufacturer of flexible and specialty rigid packaging, a position he held from 2005 until 2017. Mr. Love also served as Chief Executive Officer of Printpack Inc. from 1987 until his retirement from that position in 2016. Mr. Love served as a director of AGL Resources, Inc. from 1999 until that company's merger with Southern Company in 2016. Mr. Love is also a director of the Cleveland Group, Inc.
Clyde C. Tuggle
59
2011
Mr. Tuggle is a co-founder of Pine Island Capital Partners, a middle-market private equity investment firm. Mr. Tuggle 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 April 2018. During his 30-year career at Coca-Cola, Mr. Tuggle held a number of senior management roles, including as Executive Assistant 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. Mr. Tuggle serves on the Board of Directors of Georgia Power Company and TRIFORM, LLC.4 2020 PROXY STATEMENT Age Director Since Positions Held and Specific Experience and Qualifications
E. Jenner Wood III
68
1995
Mr. Wood 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, Mr. Wood 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. Mr. Wood is a director of The Southern Company, where he serves on the Audit Committee, and Genuine Parts Company, where he serves on the Compensation, Nominating and Governance Committee.20202023 PROXY STATEMENT 5 Name Age Director Since Positions Held and Specific Experience and Qualifications 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 59 2022 17, 2020,14, 2023, certain information concerning our current Class II and Class III directors, whose terms expire in 20212024 and 2022,2025, 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 II and Class III 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 Helen Ballard 68 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 businesses serves our Board well. Thomas C. Chubb III 59 2012 Virginia A. Hepner 65 2016 John R. Holder 68 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. Age Director Since Positions Held and Specific Experience and Qualifications Helen Ballard 65 1998 Ms. 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, Ms. Ballard 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 a multichannel direct-to-consumer home furnishing retail business which is currently part of QVC, Inc. and its parent company Qurate Retail, Inc.
Thomas C. Chubb III
56
2012
Mr. Chubb is our Chairman, Chief Executive Officer and President. Mr. Chubb has served as our Chief Executive Officer and President since 2013 and was elected our Chairman in 2015. Mr. Chubb 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 2004.6 2020 PROXY STATEMENT Age Director Since Positions Held and Specific Experience and Qualifications
Thomas C. Gallagher
72
2013
(previous service
1991 - 2007)
Mr. Gallagher is the retired Chairman and Chief Executive Officer of Genuine Parts Company, a service organization engaged in the distribution of automotive replacement parts, industrial replacement parts and materials and business products. Mr. Gallagher served as Chief Executive Officer of Genuine Parts from 2004 until 2016, as its Executive Chairman from 2005 until 2017 and as its Non-Executive Chairman until 2019. Mr. Gallagher previously served as President of Genuine Parts from 1990 to 2012 and Chief Operating Officer of Genuine Parts from 1990 until 2004. Mr. Gallagher continues to serve as a director of Genuine Parts.
Virginia A. Hepner
62
2016
Ms. Hepner retired from her position as President and Chief Executive Officer of The Woodruff Arts Center, a visual and performing arts center, in 2017. Ms. Hepner 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 is currently a principal investor in GHL, LLC, a private real estate investment partnership for commercial assets. Ms. Hepner retired from Wachovia Bank in 2005 as an Executive Vice President. Ms. Hepner serves as a director of Cadence Bancorporation, including as Chair of its Audit Committee. Ms. Hepner is also a member of the Board of Directors of National Vision Holdings, Inc., including as the Chair of its Nominating & Corporate Governance Committee and a member of its Audit Committee. Ms. Hepner previously served as a director of Chexar Corporation (now named Ingo Money, Inc.).
John R. Holder
65
2009
Mr. Holder is Chairman and Chief Executive Officer of Holder Properties, Inc., a commercial and residential real estate development, leasing and management company, and has held that position since 1989. Mr. Holder has served as Chief Executive Officer of Holder Properties since 1980. He is a member of the Board of Directors and Compensation, Nominating and Governance Committee of Genuine Parts Company and also serves on the Board of Directors of SunTrust Bank's Atlanta Region.20202023 PROXY STATEMENT 7 Age Director Since Positions Held and Specific Experience and Qualifications
Stephen S. Lanier
42
2018
Mr. Lanier is a Managing Partner of Fremantle Capital, LLC, a private investment firm that seeks to acquire or invest in mature, lower middle market companies primarily in the Southeastern U.S. and Texas. Prior to co-founding Fremantle Capital in 2017, Mr. Lanier 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, Mr. Lanier served in the Central Intelligence Agency during the George W. Bush and Barack Obama administrations. Mr. Lanier began his career as a securities analyst for Merrill Lynch.
Clarence H. Smith
69
2003
Mr. Smith is Chairman of the Board, President and Chief Executive Officer of Haverty Furniture Companies, Inc., a full-service home furnishings retailer. Mr. Smith was elected Chairman of Havertys in 2012 and has served as its President and Chief Executive Officer since 2003. He served as President and Chief Operating Officer of Havertys from 2002 to 2003, Chief Operating Officer of Havertys from 2000 to 2002, and Senior Vice President, General Manager-Stores of Havertys from 1996 to 2000. Mr. Smith also serves on the Executive Committee of Havertys. Name Age Director Since Positions Held and Specific Experience and Qualifications 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 $3.5 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 Audit Committee. Stephen S. Lanier 45 2018 Milford W. McGuirt 66 2020 Clarence H. Smith 72 2003 Ballard Chubb Hepner Holder Lanier Love McGuirt Smith Tuggle Wood Yancey Executive Leadership Experience ![[MISSING IMAGE: ic_tickblue-4c.gif]](/files/DEF 14A/0001104659-23-055514/ic_tickblue-4c.gif)
Public Company Board Experience Consumer Insights and Branding Finance and Accounting Risk Oversight Mergers and Acquisitions Product Development, Sourcing and Merchandising ESG and Regulatory Independence Gender Identity Male Female Race/Ethnicity African American or Black White 68 59 65 66 45 67 66 72 62 71 59 25 11 7 14 5 15 3 20 12 28 1 "independent"“independent” directors under the New York Stock Exchange's ("NYSE's"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'sCommittee’s review, our Board annually considers the independence of each of our directors.20202023 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'sNYSE’s corporate governance listing standards and all relevant transactions and relationships between each director (including each director'sdirector’s immediate family members and other affiliates) and our company and ourand/or management to determine whether any relationship might impair the director'sdirector’s ability to make independent judgments.nine10 of our non-employee directors (Mses. Ballard and Hepner and Messrs. Gallagher, Holder, Lanier, Love, Smith, Tuggle and Wood) are independent. Mr. Chubb is currently our Chairman, Chief Executive Officer and President, and therefore not considered an independent director.the following relationships:•Mr. director tenure, overlapping service on various other company boards of directors and personal and familial relationships among current and former executives and directors of our company, deeming none of these relationships material to those individuals’ independence.Gallagher recently served as the Chairman and Chief Exectuive Officer of Genuine Parts Company, where two ofChubb III is currently our other directors, Mr. John R. Holder and Mr. E. Jenner Wood III, currently serve as directors; and Mr. Gallagher served on our Board from 1991 until 2007, when he resigned in order to eliminate a director interlock relationship that previously existed; and8 2020 PROXY STATEMENT•Mr. Stephen S. Lanier is the grandson of one of our founders; he is also the son of Mr. J. Hicks Lanier, our former Chairman, Chief Executive Officer and President, who hasand therefore not beenconsidered an employee of our company since the end of 2012 and retired from his position as our non-executive Chairman in 2015. Mr. Stephen Lanier's father continues to receive nominal non-cash benefits from our company in the form of office space, shared secretarial services and parking at our headquarters, as well as discounts on merchandise purchased directly from our company consistent with the discounts provided to other recent retirees from our Board. Our Board determined that these relationships were not material to a determination that the applicable individuals are independent particularly taking into consideration, among other things, the objectivity of Mr. Gallagher and of Mr. Stephen Lanier at previous meetings of our Board and the gap in time since Mr. J. Hicks Lanier's retirement.forapplicable 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 and controller.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-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. Corporate Social Responsibility Our company recognizes the importance of fostering a culture of social responsibility, which is embodied in our Code of Conduct and can be summed up in four words:Do the right thing. For our company, this means doing the right thing for our people, the places we work and our planet, as embodied in the following three pillars of our corporate social responsibility initiatives. We believe that all individuals should be treated with respect and dignity. Our long-term sustainability as a global organization is built on two basic tenets: (1) provide our team members with an enriching environment in which to develop professionally; and (2) ensure fair and safe working conditions for all workers engaged within our supply chain. Having been in business for over 75 years, we recognize that in order for a company to survive, we must develop deep connections with the communities in which we operate. We recognize the impact we can have on our communities and understand our responsibility in making the world a better place for future generations. We are proud of our company, our brands and our personnel for the manner in which we support our communities through volunteer efforts, charitable giving, sponsorship activities or working with like-minded, responsible business partners. We are cognizant of the impact that our operations can have on the environment and actively explore and pursue environmentally-friendly processes throughout our business. In order to make the world a better place for future generations, we understand that we must operate our business in a way that reduces waste and minimizes the impact of our operations on the planet. Our sustainability activities include, for example: (1) energy efficiency initiatives; (2) waste minimization efforts; (3) the use of recycled materials within our supply chain; (4) the implementation of environmentally responsible solutions at our physical locations; (5) working with trade organizations to keep up with industry developments and opportunities; and (6) the incorporation of sustainable raw materials in our products. For more information, please visit the "Corporate Responsibility" tab on our website at http://www.oxfordinc.com.2020 PROXY STATEMENT 92019,2022, our Board held foursix meetings and committees of our Board held a total of fiveeight meetings. During fiscal 2019,2022, each of our directors attended 100%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. In order to help facilitate attendance by our directors, we have traditionally scheduled our annual meetings of shareholders to coincide with the date of a quarterly meeting of our Board. AllSeven of our directors attended our 20192022 annual meeting.17, 202014, 2023 and the number of meetings (and actions taken by written consent in lieu of meetings) held by each of these committees during fiscal 2019.2022.Name Executive Committee Audit Committee NC&G Committee Helen Ballard* X Thomas C. Chubb III chair Virginia A. Hepner* X John R. Holder* X Stephen S. Lanier* X Dennis M. Love* X chair Milford W. McGuirt* X Clarence H. Smith* X chair Clyde C. Tuggle* X E. Jenner Wood III* X X Carol B. Yancey* X Total Number of Meetings 1 4 3 Actions by Written Consent 0 1 3 Executive Committee Audit Committee NC&G
Committee X chair X X X X X chair X chair X X X 0 4 1 1 1 3
**Board'sBoard’s approval between its regularly scheduled meetings.company'scompany’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 controlmanage those risks. In addition, our Audit Committee may exercise additional authority prescribed from time to time by our Board.2020,2023, our Board determined that Mr.John R. Holder and Mr.Dennis M. Love are "audit“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"“SEC”), and that all of the members of our Audit Committee are financially literate in accordance with the NYSE'sNYSE’s governance listing standards and SEC rules and regulations.10 2020 PROXY STATEMENTcompany'scompany’s expense. and restricted stock plans; (2) reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer'sOfficer’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.2020,2023, 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'sNYSE’s corporate governance listing standards and SEC rules and regulations. Forabout the roleregarding oversight of executive officers and compensation consultants in determining compensation, see "Executive Compensation—Compensation Discussion and Analysis" below.Mr.E. Jenner Wood III, as our lead director, chaired the meetings of our non-employee directors during fiscal 2019.nine10 independent directors and one management director (our current Chairman, Chief Executive Officer and President, Mr. Chubb)Thomas C. Chubb III). In electing Mr.Thomas C. Chubb III as our Chairman in 2015, our Board considered Mr. Chubb'shis 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. Mr. E. Jenner Wood III, we also have an active, engaged lead (independent) director. In his capacity as the lead director, Mr. Woodhe sets the agenda for, and chairs, executive sessions of our non-employee directors; serves as a liaison between independent directors and Mr. Chubb;our Chairman, Chief Executive Officer and President; and serves as a liaison between our shareholders and our independent directors. As lead director, Mr. Woodhe is in regular contact with Mr. Chubbour Chairman, Chief Executive Officer and President about our operating results and activities, risks to our business, management succession and our business prospects.Committee'sCommittee’s process for identifying nominees2020 PROXY STATEMENT 11company'scompany’s historic practice of re-nominating incumbent directors whom the committee believes will continue to beneficially contribute to our Board. 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 viewpoints and practical experiences can enhance our Board's effectiveness. Accordingly, it is the practice of our NC&G Committee in evaluating the diversity of potential director candidates to give particular consideration to the diverse experiences and perspectives that a prospective candidate may bring to our Board. Committee'sCommittee’s evaluations of potential candidates generally involve a review of the candidate'scandidate’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.20192019,2022, our non-employee directors were compensated in accordance with the following program guidelines:$75,000 (an increase of $5,000 from the 2018 program);$40,000$50,000 payable in quarterly installments to each non-employee director;Committees; and•an annual cash retainer of $5,000 payable in quarterly installments to each member, including the chairs, of our Audit and NC&G Committees.2019,2022, two of our non-employee directors elected to receive their cash retainers in the form of restricted stock. Director compensation is paid for the 12-month period commencing with each annual meeting of shareholders. Accordingly, the fiscal 2019 director compensation program described above applies to the period starting with the 2019 annual meeting held on June 18, 2019 and concluding with this year's annual meeting and does not coincide with our 2019 fiscal year for which director compensation is reported in the table below under "—Director Compensation for Fiscal 2019.""invest"“invest” their deferred fees among a platform of investment options that are available to our eligible employees who participate in the plan. Our Deferred Compensation Plan is an unfunded, non-qualified deferred compensation plan, and participants'participants’ account balances are subject to the claims of our company's company’s"—“—Director Compensation for Fiscal 2019." Three2022.” One of our non-employee directors elected to participate in our Deferred Compensation Plan during fiscal 2019. Mr. Thomas C. Chubb III, is not compensated for his service on our Board.12 2020 PROXY STATEMENT20192019.2022.Name Fees Earned
or Paid in
Cash($)
Awards
($)(1)
Compensation
($)(2)
($)(3) Helen Ballard 48,801 109,949 2,600 161,350 Thomas C. Gallagher(4) 11,250 — 556 11,806 Virginia A. Hepner 48,801 109,949 2,600 161,350 John R. Holder(5) 2 159,998 3,361 163,361 Stephen S. Lanier 48,801 109,949 2,600 161,350 Dennis M. Love(5) 78 172,422 3,551 176,051 Milford W. McGuirt 48,801 109,949 2,600 161,350 Clarence H. Smith 61,301 109,949 2,600 173,850 Clyde C. Tuggle 48,801 109,949 2,600 161,350 E. Jenner Wood III 61,301 109,949 2,600 173,850 Carol B. Yancey(6) 37,568 109,932 1,133 148,633 Fees Earned
or Paid in Cash($) Stock
Awards
($)(1) All Other
Compensation
($)(2) Total
($)(3) 45,034 74,966 1,410 121,410 45,034 74,966 1,410 121,410 45,034 74,966 1,410 121,410 9 119,991 1,954 121,954 45,034 74,966 1,410 121,410 2 132,498 2,105 134,605 57,534 74,966 1,410 133,910 45,034 74,966 1,410 121,410 57,534 74,966 1,410 133,910
(1)(1)2019,2022, computed in accordance with FASB ASC Topic 718. Information about the assumptions used to value these awards can be found under the captions "caption “Equity Compensation" and "Long-Term Stock Incentive Plan"” in Notes 1 and 8 respectively, in our 20192022 Annual Report on Form 10-K and as described below under "—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation."10-K. As of February 1, 2020, Mr.January 28, 2023, John R. Holder held 1,1371,380 restricted shares of our common stock; Mr.Dennis M. Love held 1,1781,415 restricted shares of our common stock; Carol B. Yancey held 1,030 restricted shares of our common stock; and each of our other current non-employee directors held 9891,239 restricted shares of our common stock.director'sdirector’s annual retainer. Our non-employee directors have four years from their appointment to meet their ownership guideline. Each of our non-employee directors has either met or is on track to meet his/her ownership guideline.2020 1317, 2020,14, 2023, about our executive officers, with the exception of our Chairman, Chief Executive Officer and President Mr.Thomas C. Chubb III, whose biographical information is provided above under "“Corporate Governance and Board Matters—Directors—Continuing Directors"” on page 6: Name Age Title Biography NameAgeTitleBiography Thomas E. Campbell 59 Executive Vice President and Chief Information Officer Thomas E. Campbell 56 is Executive Vice President-People & TechnologyMr. Campbell isPresident and Chief Information Officer and was named to that position in 2021. Previously, Tom served as our Executive Vice President-People & Technology and has served in that capacity since 2019. Previously, Mr. Campbell served asfrom 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
59
62
Executive Vice President-Finance,President, Chief Financial Officer and ControllerChief Operating Officer
Mr.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, and has served in this capacity since 2014. Previously, Mr. GrassmyerScott 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. J. Wesley Howard, Jr.
Tracey Hernandez60
57 Senior Vice President Lanier Appareland Chief Human Resources Officer
Mr. HowardLanier Apparel (one of our operating groups)and Chief Human Resources Officer and has held that position since 2011. Mr. Howard has2022. Tracey served in various management capacities for Lanier Apparel, including as our VP, Human Resources from 2019 to 2022. Prior to joining our company, Tracey was Vice President, Sales and Merchandising during a portionHuman Resources of 2011; President, Brands and Special Programs during a portion of 2010; President, Special ProgramsBelk Department Stores from 20052016 to 2010; and President, Lanier Slates from 1997 to 2005.2019.
Michelle M. Kelly
41
44
Chief Executive Officer,
Lilly Pulitzer
Ms.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. Ms. KellyMichelle has worked for Lilly Pulitzer for more than 15 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. Name Age Title Biography
Suraj A. Palakshappa
44
47
Senior Vice President, General Counsel, Treasurer and Secretary Mr. Palakshappa is Vice President-Law, General Counsel and Secretary and has served in that capacity since 2019. Prior to being named General Counsel, Mr. PalakshappaRaj served as our Vice President-Law, Deputy General Counsel and Assistant Secretary startingfrom 2015 until 2019. Raj joined our company’s legal department in 2015. Mr. Palakshappa has been a member2006. Robert S. Trauber 55 Chief Executive Officer, Johnny Was Robert S. Trauber is Chief Executive Officer, Johnny Was (one of our legal departmentoperating groups) and has held that position since 2006.our acquisition of Johnny Was in September 2022. Prior to joining the Company, Rob had been the CEO of Johnny Was since 2015.
Douglas B. Wood
55
58
Chief Executive Officer, Tommy Bahama
Mr.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, Mr. WoodDoug served as Tommy Bahama'sBahama’s President and Chief Operating Officer from 2008 to 2016 and as its Chief Operating Officer from 2001 to 2008. 14 2020"named“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"“compensation committee”) made its fiscal 20192022 compensation decisions for our NEOs in Spring 2019;NEOs; (2) the compensation tables required by the SEC'sSEC’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'sSEC’s rules.20192022 compensation programs, actions and outputs relative to our fiscal 2019 performance. These compensation decisions reflect the compensation committee's application of our compensation philosophy, plan objectives and performance standards against financial and individual executive performance through the end of fiscal 2019. As of the date of this proxy statement, our company has experienced significant stock price decline since the end of fiscal 2019, consistent with our peer companies and the broader market, due to macro-economic factors and global concerns about the COVID-19 outbreak.outputs. As described further in the CD&A, in making its fiscal 2022 compensation decisions, our compensation committee engaged in thoughtful dialogue with our management and carefully reviewed our executive compensation programs strongly alignto ensure that realized compensation outcomes strongly align with our company's financialcompany’s performance and stock price performance.SEC'sSEC’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 2019.2022. For fiscal 2019,2022, our NEOs were as follows:Mr. Mr. Thomas E. CampbellPresident-People & Technology;•Mr. K. Scott Grassmyer, Executive Vice President-Finance,President, Chief Financial Officer and ControllerChief Operating Officer (our principal financial officer);Ms. Mr. globalleading branded apparel company that designs, sources, markets and distributes products bearing the trademarks of our Tommy Bahama®,Bahama, Lilly Pulitzer®Pulitzer, Johnny Was, Southern Tide, The Beaufort Bonnet Company and Southern Tide®Duck Head lifestyle brands and other owned and licensed brands as well as private label apparel products. During fiscal 2019, 93% of our net sales were from our owned lifestyle brands and 70% of our net sales were through our direct to consumer channels of distribution. In fiscal 2019, 97% of our consolidated net sales were to customers located in the United States.like Tommy Bahama, Lilly Pulitzer and Southern Tide, 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. We were generally pleased In September 2022, we acquired the Johnny Was lifestyle brand. Johnny Was transcends fashion trends with our overall performance inbeautifully crafted, globally inspired products featuring elevated fabrics, bespoke prints and artisanal embroidery, all offered through thoughtfully designed retail stores and a beautiful e-commerce experience reflecting the California lifestyle.2019, which reflected important progress in2022, 80% of our critical direct to consumer businesses. We were able to grow net sales across all ofwere through our owned lifestyle brands while continuing to manage our brand exposure to department storedirect-to-consumer channels of distribution. We believe that the compensation paid to our NEOs in respectdistribution and 97% of fiscal 2019 correlates to our financial performance. Notably:•we were able to drive a 4% increase in comparable sales, with a 1% increase in our consolidated net sales were to $1.123 billioncustomers 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. We believe that presenting our products in a digital or physical setting specifically designed to showcase the lifestyle on which the brands are based enhances the image of our brands.2019;•we continued to focus2022. As part of its decision making process, our compensation committee took into consideration market practice, retention considerations and our financial outlook for the upcoming year. Our success in fiscal 2022 builds on enhancing our already strong ecommerce and mobile capabilities, growing revenue from our enterprise-wide ecommerce business by 10% to 23% of our consolidated net sales;20201517continued to focus on in improving Tommy Bahama's performance, which generated a 3% increase in comparable sales and had increases in net sales from direct to consumer channels, driven by ecommerce, but fell short of the improvement in operating results targeted for the year;•Lilly Pulitzer continued its impressive performance, with 5% top line growth, an increase in gross profits of more than 5% and continued ecommerce growth to 38% of net sales in fiscal 2019;•our newest business acquisitions, Southern Tide and The Beaufort Bonnet Company, continued to perform well, with continued net sales growth at The Beaufort Bonnet Company, the opening of the first Southern Tide retail location and a net sales increase of 3% at Southern Tide;•we refinanced our $325 million asset-based revolving credit agreement, extending the maturity to July 2024;•we generated $122 million in cash flow from operations during fiscal 2019, ending the year with over $50 million in cash on hand; and•demonstrating our commitment to return value to shareholders, our cash dividends of $1.48 per share for fiscal 2019 represented a 9% increase from the prior year. In March 2020, the World Health Organization characterized the COVID-19 outbreak as a pandemic. Starting March 17, 2020, we temporarily closed all of our retail and restaurant locations as a result of this health crisis, which, together with the resulting macroeconomic disruptions, has had and will continue to have a significant negative impact on our net sales and operating resultsmade during fiscal 2020 and potentially beyond. First and foremost, our thoughts are with those most directly impacted by this pandemic, including our people. With our focus on enhancing long-term shareholder value, we took a number of actions subsequent to the end of fiscal 20192021 to mitigate the impactimpacts of the COVID-19 pandemic on our business and operations and strengthen our liquidity position:•a significant proportion of our employees in the field and our corporate offices were furloughed or terminated, and certain of our NEOs, among others, took reductions in their base salaries, including Mr. Chubb, whose salary was reduced by 25% starting in April 2020;•we drew down $200 million from our $325 million revolving credit agreement to increase our cash position and preserve financial flexibility;•our Board reduced the rate of the quarterly dividend payable in the first quarter of fiscal 2020;•we have been actively working with suppliers to cancel, delay or suspend future product deliveries and continue to reassess other operating expenses and associated commitments and obligations, including rent and advertising;•we are collaborating with our wholesale customers to identify suitable changes to our business arrangements;•we reevaluated, suspended and/or deferred all material capital expenditures;•we continue to reassess our overall operations to ensure we have the appropriate structure in place at each of our businesses for long-term success;•we suspended the company match under our 401(k) retirement savings plan; and•our compensation committee, at its March 2020 meeting, decided to defer discussion of any changes to the compensation of our executive officers for fiscal 2020, including delaying consideration of any new cash incentive or equity awards.these actions, as well as othersour continued remarkable performance in fiscal 2022 is due in large part to our talented, highly engaged and motivated teams, who we have taken andbelieve will continue to pursue, enable usbe key to adapt our business operationssuccess in delivering long-term value to continue to serve our consumers and shareholders when the economic disruptions of the COVID-19 pandemic begin to recede.Year'sYear’s Advisory Say-On-Pay Votes20192022 annual meeting, we held an advisory vote seeking shareholder approval of a "say-on-pay"“say-on-pay” proposal approving our NEO compensation program. At the 20192022 annual meeting, over 99%approximately 99.0% of the votes cast on our say-on-pay proposal were in support of our NEO compensation program, as described in our 20192022 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.16 2020 PROXY STATEMENT
“Additional Information—Communications to our Board of Directors” for information about communicating with our Board.NEOs'NEOs’ interests with those of our shareholders; and including fiscal 2019, have factored in the following, which we believe are in the long-term best interests of our shareholders: What We Do What We Don'tDon’t Do 
![[MISSING IMAGE: ic_tickblue-4c.jpg]](/files/DEF 14A/0001104659-23-055514/ic_tickblue-4c.jpg)
We tie a meaningfulsignificant percentage of each NEO'sNEO’s potential cash and total compensation opportunities to performance of our company and/or our operating groups 
![[MISSING IMAGE: ic_cross-4c.jpg]](/files/DEF 14A/0001104659-23-055514/ic_cross-4c.jpg)
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 and non-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"“double trigger” change in control acceleration of vesting
We do not provide our NEOs with excise or other tax gross ups We maintain a robust stand-alone recoupment or "clawback" policy for incentive-based cash and equity compensation paid to our NEOs We do not permit the repricing or cash buyouts of stock options without shareholder approval
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 liberal share recyclingthe repricing or "net share counting" upon exercisecash buyouts of stock options or SARs without shareholder approval
We condition severance payments upon a release of claims
We do not permit our directors and executive officers to hedge the economic risk of ownership of our company's stockliberal share recycling or “net share counting” on equity awards
We have meaningful stock ownership requirements for executives and 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 hedge the economic risk of ownership of our company’s stock We have an annual say-on-pay vote We do not permit our directors and executive officers to pledge their interests in our company'scompany’s stock as a form of security We have an annual say-on-pay vote We do not provide guaranteed incentive awards for executives
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 We do not provide guaranteed incentive awards for executives company'scompany’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'sadvisor’s independence from our management.20192022 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 market data, including the peer group used in reviewing and formulating executive officer compensation.2020 PROXY STATEMENT 17committee'scommittee’s retention of Mercer, our compensation committee considered various factors relating to Mercer'sMercer’s independence, including those enumerated by the NYSE. As part of its evaluation, ourNYSE, and concluded that Mercer’s work for the compensation committee considered the following: Mercer's parent company, Marsh & McLennan Companies, provides insurance brokerage services to our company; the fees paid to Marsh & McLennan (including Mercer) in connection with those brokerage services represented a nominal amount of the revenues generated by that company; Mercer's policies and procedures relating todoes not raise any conflicts of interest; the fact that the Mercer consultants that work with our company do not own anyinterest.our common stock;Compensation Committee and certain consulting services provided by Mercer to employers of certain of our compensation committee members. Following its review, our compensation committee concluded that Mercer was independent. The following table summarizes the significantrespective roles of the various key participants, including those of certain of our executive officers,compensation committee and its compensation consultant in the decision-making process with respect to NEO compensation, in particular for fiscal 2019: Participant ParticipantRolesBoard of Directors •Reviews and approves changes in equity and cash incentive plans available to our NEOs (other than those generally available to employees of our company on a non-discriminatory basis), including submission of plans to our shareholders for approval as may be required•Appoints the members of our compensation committee Compensation Committee Officer'sOfficer’s compensation recommendations for, and performance evaluation of, each of our other NEOscompany'scompany’s risk profile that results from our compensation programs Committee'sCommittee’s Compensation Consultant Executive OfficersChairman, Chief Executive Officer and President •Attends portions of our compensation committee meetings, at the invitation of the committee•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 (but does not influence or make recommendations with respect to his own compensation)•Together with our Chief Financial Officer and other executive officers, recommends performance goals applicable to performance-based compensation18 2020 PROXY STATEMENT2019,2022, our compensation committee reviewed relevant compensation data from the following companies: The Buckle, Inc. Carter's,
Carter’s, Inc.
The CATO CorporationChico's
Chico’s FAS, Inc.
The Children'sChildren’s Place, Inc.
Columbia Sportswear Company Crocs, Inc.
Deckers Outdoor Corporation
Delta Apparel, Inc.
Destination XL Group, Inc.
G-III Apparel Group, Ltd. Guess?, Inc.
J.Jill, Inc.lululemon athletica inc.RTW Retailwinds, Inc.
Steven Madden, Ltd.Urban Outfitters,
Tilly’s, Inc.
Vera Bradley, Inc.
Zumiez Inc. 2020 PROXY STATEMENT 19 In establishing specific base salary amounts and cash incentive award target 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, other factors related to the scope or unique nature of the position's responsibilities and retention considerations. For reference, total target cash compensation approved by our compensation committee for our Chief Executive Officer for fiscal 2019 was approximately 74% of the peer group median and comparable to the market survey median studied by the committee. In approving our fiscal 2019 equity compensation program, which is described under"—Long-Term Equity Incentive Compensation," our compensation committee also took into consideration market survey and peer group data on equity compensation ranges and recommendations made by the20 2020 PROXY STATEMENTcompensation consultant engaged by our compensation committee in order to assess the competitiveness of our company's compensation practices. For reference, total target direct compensation (cash and equity) approved by our compensation committee for our Chief Executive Officer for fiscal 2019 was approximately 57% of the peer group median and 84% of the market survey median studied by the committee.officer'sofficer’s responsibilities within our organization increase, thereby more heavily weighting the variableperformance-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 are most likely to affect shareholder 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'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 Thomas C. Chubb III and our other NEOs. 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; however, our compensation committee does not expressly allocate or target a specified percentage of total(including the allocation between service-based and performance-based equity compensation to individual components.short-termshort-term/annual (cash) incentive compensation; performance-based long-term equity awards with additional service requirements;awards; and service-based long-term equity awards. As illustratedThe charts below a significant portionillustrate the proportion of our NEOs'the total target direct compensation for fiscal 2019, in particular forof our Chief Executive Officer, was "at risk"CEO and of our other NEOs as a group which is “at risk” compensation tied to our company's performance, which we believe further aligns the interests of our NEOs with those of our shareholders*:CEOOther NEOs
![[MISSING IMAGE: pc_ceoneo-4c.jpg]](/files/DEF 14A/0001104659-23-055514/pc_ceoneo-4c.jpg)
*Numbers may not equal 100% due to rounding.Officer'sOfficer’s recommended salaries for our other executive officers.2019, our compensation committee evaluated Mr. Chubb's performance. As part2022, in light of its review, our compensation committee considered Mr. Chubb's and our company's performance and achievements during fiscal 2018, including in particular:•Mr. Chubb's proactive tackling of the challenges of a changing consumer environment by focusing on the development of innovative marketing techniques and enterprise-wide knowledge sharing initiatives to drive customer acquisition and retention;•executing strategic initiatives that resulted in continued improvements at Tommy Bahama, including increased gross margin and ecommerce sales;•developing key people initiatives to meet the evolving needs of our business, including embarking on an enterprise-wide organizational effectiveness review and realigning executive roles to better leverage talents across our enterprise;2020 PROXY STATEMENT 21•establishing a management committee to focus on coordinating corporate social responsibility initiatives across the company; and•achieving EPS and net sales growth for the company despite a strategic reduction in wholesale channels of distribution. Following a review of relevant market data with respect to each of our NEOs,officer’s individual performance and contributions to our company, the earned compensation amounts for fiscal 2018 and thestrong financial performance of our company and various business units during fiscal 2021 and the key strategic initiatives planned for fiscal 2022, as well as Scott Grassmyer’s promotion to the additional role of Chief Operating Officer in March 2022, our compensation committee determined thatapproved the following increases in performance-based equity awards, rather than base salary, would most effectively align the interests of our NEOs with those of our shareholders. Accordingly, our compensation committee did not change the base salaries of our NEOs for fiscal 2019, with the exception of Ms. Kelly, who received a 3.1% increase in base salary from $550,000 to $567,250, which our compensation committee believed was necessary and appropriate(which became effective following the committee’s meeting in light of continued exceptional performance by Lilly Pulitzer. Name
Base Salary ($)
Base Salary ($)
Change Thomas C. Chubb III 880,000 900,000 2.3% K. Scott Grassmyer 437,750 470,000 7.4% Thomas E. Campbell 437,750 450,000 2.8% Michelle M. Kelly 585,000 600,000 2.6% Douglas B. Wood 742,500 762,500 2.7% For fiscal 2019, our compensation committee approved an annual cash incentive program for our NEOs. The program set target awards and performance goals based exclusively on the performance of our company or applicable operating group during the year. The fiscal 2019 program was generally similar in structure and operation to the program utilized in recent years.NEO'sNEO’s base salary for fiscal 2019,2022, as follows: Name Cash Incentive Awards (% of Base Salary) Fiscal 2022
Base Salary ($) Fiscal 2022 Target
Cash Incentive
Award ($) At
Threshold At
Target At
Maximum Thomas C. Chubb III 25% 100% 175% 900,000 900,000 K. Scott Grassmyer 15% 60% 105% 470,000 282,000 Thomas E. Campbell 12.5% 50% 87.5% 450,000 225,000 Michelle M. Kelly 15% 60% 105% 600,000 360,000 Douglas B. Wood 13.75% 55% 96.25% 762,500 419,375 Cash Incentive Awards (% of Base Salary) Fiscal 2019
Base Salary ($) Fiscal 2019 Target
Cash Incentive Award ($) At Threshold At Target At Maximum 25 % 100 % 175 % 880,000 880,000 12.5 % 50 % 87.5 % 425,000 212,500 12.5 % 50 % 87.5 % 425,000 212,500 15 % 60 % 105 % 567,250 340,350 15 % 60 % 105 % 742,500 445,500 For cash incentive awards that could become payable to Mr. Chubb, Mr. Campbell and/or Mr. Grassmyer, ourOur 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. The total cash incentive award for each of these individuals was comprised of distinct performance measure components tied to our company as a whole, as well as each of our operating groups individually. 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.Ms.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 2022. For cash incentive awards that could become payable to Michelle M. Kelly and Mr.Douglas B. Wood, the incentive award was based entirely on the satisfaction of applicable PBT targets by our Lilly Pulitzer operating group and Tommy Bahama operating group, respectively.for fiscal 2019 unlessin respect of the applicable threshold performance measure for the applicable operating group and/or our company was satisfied.22 2020 PROXY STATEMENTcash incentive award opportunities for each of our NEOs for fiscal 2019,2022, our compensation committee took into consideration our forecasts for the fiscal year at the time of setting the target, including driving growth across the enterprise on the top- and anticipated changesbottom-lines, focusing on underlying operating margin goals relative to industry peers, even coming off record results in our business(es) from the prior year, focusing each of our operating groups on achieving meaningful year-over-year earnings growth within their respective businesses to achieve target.•Mr. Chubb, Mr. Campbell and Mr. Grassmyer,each of our NEOs, the table below sets forth the threshold, target and maximum performance targets for each of our operating groups and our company as a whole; the actual performance of each of our operating groups and our company as a whole and the applicable operating group for fiscal 2022; actual performance during fiscal 2019;2022 relative to the applicable weighting allocated to each of our operating groupsperformance targets; and our companythe actual bonus achieved as a whole;percentage of the performance targets. Performance Measure(s) Performance Target ($ in 000s) Actual
Performance Actual
Achievement
as a Percent
of Target Threshold Target Maximum PBT, Total Company(1) $ 127,400 $ 159,250 $ 191,100 > Maximum 175% PBT, Lilly Pulitzer(2) $ 49,063 $ 59,470 $ 69,877 $59,019 96.7% PBT, Tommy Bahama(3) $ 87,739 $ 106,350 $ 124,961 > Maximum 175% the weighted contributionThomas E. Campbell.the actual incentive award earned by each of these executive officers.•For purposes ofMichelle M. Kelly.awardsaward opportunities for Thomas C. Chubb III, K. Scott Grassmyer and Thomas E. Campbell and to Ms. Kelly and Mr. Wood, the table below includes the threshold, target and maximumnormalize our results relative to original performance targets, established by our compensation committee for our Lilly Pulitzer operating group and our Tommy Bahama operating group, respectively, andexcluded the actual performancecontributions to earnings from the Johnny Was business, which was acquired in the latter part of each of those operating groups during fiscal 2019. Weighting
for
Corporate
Composite
Bonus Weighted
Contribution to
Actual Corporate
Composite Bonus
Earned Performance Target Actual
Achievement
as a Percent
of Target Actual
Performance Threshold Target Maximum $ 57,341 $ 67,460 $ 77,579 $60,758 50.3 % 50.0 % 25.2 % $ 34,614 $ 41,956 $ 49,298 <Threshold 0.0 % 25.0 % 0.0 % $ 32,843 $ 39,810 $ 46,777 $44,191 147.2 % 20.0 % 29.4 % $ 1,800 $ 4,500 $ 5,985 <Threshold 0.0 % 2.5 % 0.0 % $ 3,079 $ 4,105 $ 5,131 $3,561 60.3 % 2.5 % 1.5 % 100.0 % 56.1 % 20192022 performance, each of our NEOs earned the following cash incentives in respect of fiscal 2019: Name
at Target ($)
Earned
(as % of Target)
Earned ($) Thomas C. Chubb III 900,000 175% $ 1,575,000 K. Scott Grassmyer 282,000 175% $ 493,500 Thomas E. Campbell 225,000 175% $ 393,750 Michelle M. Kelly 360,000 96.7% $ 348,289 Douglas B. Wood 419,375 175% $ 733,906 Bonus Award
at Target ($) Bonus Award Earned
(as % of Target) Bonus Award
Earned ($) $ 880,000 56.1 % $ 493,680 $ 212,500 56.1 % $ 119,213 $ 212,500 56.1 % $ 119,213 $ 340,350 147.2 % $ 500,995 $ 445,500 0.0 % — In March 2019, ourOur compensation committee approved thetypically considers and approves long-term equity compensation program for fiscal 2019. For fiscal 2019, the program included two equity elements:•performance-based restricted stockincentive awards under the LTIP that provided participants the opportunity to earn restricted shares contingent upon our achievementin March of certain earnings per share performance goals for our company during fiscal 2019, with any restricted shares earned by recipients further subject to a two year vesting period following the conclusion of the performance period, with the shares cliff vesting on April 8, 2022; and•service-based restricted shares under the LTIP that are subject to a three year vesting period, with the awards cliff vesting on April 8, 2022.2020 PROXY STATEMENT 23is in line with market practice and furthers the program'sprogram’s incentive and retention objectives. In fiscal 2020, after carefully considering the overall economic environment and market practice, our compensation committee approved performance-based awards based on a multi-year relative total shareholder return (TSR) metric, which represented a change from our prior practice of awarding performance-based restricted stock awards that vested contingent upon our achievement of one-year earnings per share performance goals. Our compensation committee believes that multi-year relative TSR awards continue to reflect market best practices and effectively align 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.20192022 LTIP program. Name
RSUs at Target
(# of shares)
RSUs
(# of shares) Thomas C. Chubb III 16,500 8,500 K. Scott Grassmyer 6,300 2,700 Thomas E. Campbell 4,500 2,000 Michelle M. Kelly 5,000 2,000 Douglas B. Wood 5,500 2,500 Performance-Based Restricted Shares
(# of shares) Service-Based
Restricted Shares
(# of shares) At Threshold At Target At Maximum 2,800 11,200 22,400 4,800 1,050 4,200 8,400 1,800 1,050 4,200 8,400 1,800 910 3,640 7,280 1,560 910 3,640 7,280 1,560 2019 earnings per sharenumber of shares that will actually be received by each NEO is subject to applicable vesting and performance goals establishedcriteria. 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 for(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 May 2, 2025 (the last trading day of the first quarter of fiscal 2025).restrictedequity awards, a company’s TSR is determined based on the dividend-adjusted price appreciation of its common stock awards were as follows: threshold – $3.89;during the performance period. The actual number of performance-based shares that may be issued will range from 0% to 200% of the target – $4.58; and maximum – $5.26. Performanceaward, 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
of Target <25% 0% 25% 25% 50% 100% 75% 150% ≥90% 200% threshold, target and maximum levels werethe points shown above, the percentage of performance-based RSUs that vest will be determined based on linear interpolation. Our actual fiscal 2019 earnings per share, as defined underRSUs will vest on May 30, 2025 following our compensation committee’s certification of our TSR relative to the program, was $4.54. The earnings per share for our performance-based restricted stock awards utilizes a performance target definition established byTSR of the compensation committee at the beginning of fiscal 2019 and, as a result, differs from the adjusted earnings per share that we reportcompanies in our earnings releases. As a resultcomparator 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 95.7%period, the payout will not exceed 100% of the target number of performance-based restricted shares for fiscal 2019 were earned. From the actual grant ofRSUs. No performance-based RSUs will be earned restricted shares in March 2020 through the April 8, 2022 vesting date,if our NEOs receive dividends on these restricted shares and are entitled to voting rights. percentile rank is lower than 25%.20192022 equity awards would generally be forfeited if the recipient is not continuously employed by us through the applicable vesting date. Accelerated vestingVesting of the award in the absence of continued employment through May 30, 2025 occurs in certain limited circumstances, which our compensation committee believes is limited to consistent with prevailing market practices:"double trigger"“double trigger” scenario (i.e., a change of control of our company followed by a termination of employment by the individual with good reason“good reason” or by us or our acquiror without cause“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;our company)."Deferred“Deferred Compensation Plan,"” to certain highly compensated employees based in the United States, including our NEOs (other than Ms. Kelly, who is an employee of our Lilly Pulitzer operating group, which does not participate in our Deferred Compensation Plan).NEOs. Under the Deferred Compensation Plan, a participant may defer up to 50% of base salary and up to 100% of an annual performance-based cash incentive award.any bonus. The eligible NEOs participate in the Deferred Compensation Plan on the same terms as our other eligible, participating employees. During fiscal 2019, Messrs. Chubb, Campbell, Grassmyer and Wood2022, all of our NEOs participated in the Deferred Compensation Plan.2019,2022, we made a contribution to each participant'sparticipant’s account of (1) 4% of the amount that a participant'sparticipant’s compensation during the calendar year exceeded the IRS'IRS’ 401(k) compensation limit for the calendar year (which for calendar year 20192022 was $280,000)$305,000), and (2) 4% of any compensation that is excluded from receiving a company match in our tax-qualified 401(k) retirement savings plan due to participation in the Deferred Compensation Plan, provided in each case that the participant elects under the Deferred Compensation Plan to defer at least 1% of his or her base salary for the year in the Deferred Compensation Plan.year. Company contributions for each NEO during fiscal 20192022 under our Deferred Compensation Plan are included in the table below under "—“—Compensation Tables—Summary Compensation Table for Fiscal 2019."our executivesthese 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'participants’ account balances are subject to the claims of our company'scompany’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.24 2020 PROXY STATEMENT"—“—Compensation Tables—Summary Compensation Table for Fiscal 2019."2022.” Earnings and related activity under the Deferred Compensation Plan by our NEOs during fiscal 20192022 are described below under "“—Compensation Tables—Fiscal 20192022 Non-Qualified Deferred Compensation."”2019,2022, certain of our key employees, including Messrs.Thomas C. Chubb CampbellIII, K. Scott Grassmyer and Grassmyer,Thomas E. Campbell, were eligible to participate in a fully insured executive medical plan that covers medical expenses, including deductibles, as well as dental, vision and similar coverage, not covered under a base medical plan. The plan provides for coverage of up to $100,000 per year with a limit of $10,000 per occurrence. Our executive medical insurance also provides for a $100,000 accidental death and dismemberment benefit that will pay an eligible executive's beneficiary the lump sum amount in the event of death as a result of a covered accident. Our Lilly Pulitzer and Tommy Bahama operating groups do not participate in the executive medical insurance plan; accordingly, Ms.Michelle M. Kelly and Mr.Douglas B. Wood were not eligible to participate in this plan.20192022 under the executive medical insurance plan are included in the table below under"“—Compensation Tables—Summary Compensation Table for Fiscal 2019."for each NEO during fiscal 2019 underto our tax-qualified 401(k) retirement savings plan are included in the table below under "—“—Compensation Tables—Summary Compensation Table for Fiscal 2019."”Discounts.Discounts. From time to time, our NEOs receive discounts on our company'scompany’s merchandise, as well as complimentary meals at our Tommy Bahama restaurants. Certain of these discounts and benefits are offered to other designated employees from time to time.employees. We offer these discounts and benefits because they represent common practice in our industry.NEOs',NEOs, are "at-will"“at-will” employees terminable at our discretion. We do not currently have a written employment or severance agreement with any of our NEOs."clawback"“clawback” policy in order to further align the interests of our executive officers with the interests of our shareholders and strengthen the link between total compensation and our performance. Under this policy, we may seek to recover certain incentive-based cash and equity compensation from any current orand former executive officer who received incentive-based compensation duringofficers in the three-year period preceding the date on which we announce thatevent we are required to restate any previously issuedof our financial statements due to material noncompliance with any financial reporting requirement under federal securities laws.incentive based-compensationincentive-based compensation that would have been paid to the employee if the financial statements had been as presented in the restatement. Incentive-based compensation is defined broadly to include bonuses, awards or grants of cash or equity under any of our incentive compensation or bonus plans, including but not limited to the LTIP, in each instance where the bonuses, awards or grants are based in whole or in part on the achievement of financial results. The policy gives the compensation committee discretion to interpret and apply the policy.executive officersNEOs has satisfied the applicable stock ownership guideline.2020 PROXY STATEMENT 25exercise of options or lapse of restrictions on restricted stock or exercise of options (net of funds reasonably expected to be necessary to satisfy applicable taxes and/or pay the exercise price of stock options) that applies to our executive officers.company'scompany’s stock, including through the use of puts, calls, equity swaps or other derivative securities, or from entering into any pledge arrangements that use our company'scompany’s stock as collateral for a loan or other purposes.2019Name and Principal Position
Year(1) Salary
($)
Awards
($)(2)
Incentive Plan
Compensation
($)(3)
Compensation
($)(4)
($)(5) Thomas C. Chubb III
Chairman, Chief Executive
Officer and President 2022 896,923 2,544,375 1,575,000 196,055 5,212,353 2021 850,385 2,249,159 1,540,000 126,326 4,765,870 2020 702,308 1,590,056 — 125,017 2,417,381 K. Scott Grassmyer
Executive Vice President,
Chief Financial Officer and
Chief Operating Officer 2022 465,038 925,605 493,500 93,991 1,978,134 2021 436,034 704,370 383,031 74,333 1,597,768 2020 404,567 635,982 — 71,395 1,111,944 Thomas E. Campbell
Executive Vice President and
Chief Information Officer 2022 448,115 667,155 393,750 91,737 1,600,757 2021 436,034 704,370 383,031 74,735 1,598,170 2020 404,567 635,982 — 71,796 1,112,346 Michelle M. Kelly
Chief Executive Officer,
Lilly Pulitzer 2022 597,692 722,590 348,289 40,406 1,708,977 2021 582,611 882,870 614,250 39,502 2,119,233 2020 567,250 665,832 — 35,006 1,268,088 Douglas B. Wood
Chief Executive Officer,
Tommy Bahama 2022 759,423 820,085 733,906 87,482 2,400,896 2021 733,606 759,590 714,656 49,006 2,256,858 2020 499,122 768,614 — 39,296 1,307,032 Fiscal
Year Salary
($)(1) Stock
Awards
($)(2) Non-Equity
Incentive Plan
Compensation
($)(3) All Other
Compensation
($)(1)(4) Total
($)(1)(5) 2019 880,000 1,222,400 493,680 159,548 2,755,628 2018 875,192 1,113,420 678,480 156,276 2,823,368 2017 851,154 957,600 917,415 112,401 2,838,570 2019 425,000 458,400 119,213 80,413 1,083,026 2018 422,500 397,650 163,838 76,953 1,060,940 2017 410,154 280,000 221,038 61,830 973,022 2019 425,000 458,400 119,213 80,413 1,083,026 2018 422,500 397,650 163,838 76,956 1,060,944 2017 410,154 280,000 221,038 61,831 973,022 2019 564,928 397,280 500,995 44,984 1,508,187 2018 546,923 413,556 195,030 52,682 1,208,192 2017 544,615 728,000 125,928 39,530 1,438,074 2019 742,499 397,280 — 85,118 1,224,897 2018 739,191 413,556 376,002 97,538 1,626,287 2017 744,688 364,000 757,050 57,368 1,923,107
(1)(1)2019 and fiscal 2018years presented may not be directly comparable toas (a) certain of our NEOs voluntarily took reductions in base salary during fiscal 2020 in light of the COVID-19 pandemic and (b) our compensation paid in respect of fiscal 2017, as amounts in respect of "Salary" and "All Other Compensation" represent amounts paid during the applicable 52-week fiscal periodscommittee suspended our short-term cash incentive award program for fiscal 2019 and fiscal 2018 compared2020 in response to uncertainty regarding the 53-week fiscal 2017 period.service-based and performance-based equity incentive compensation awards approved in fiscal 2019,2022, fiscal 20182021 and fiscal 2017,2020, as applicable, computed in accordance with FASB ASC Topic 718. Awards with performance conditions are computed based on the probable outcome of the target performance conditions as of the grant date for the award. Information about the assumptions used to value these awards can be found under the captions "“Equity Compensation" and "Long-Term Stock Incentive Plan"” in Notes 1 and 8 respectively, in our 20192022 Annual Report on Form 10-K and as described above under "—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation."restricted shareRSU awards included for fiscal 2019,2022, the following sets forth the grant date fair value that was included in the table above (as also set forth below under "—“—Grants of Plan-Based Awards in Fiscal 2019"2022”) and the corresponding grant date fair value of these awards assuming the maximum level of performance conditions was met:
Name
in Summary
Compensation Table ($)
Assuming Maximum
Performance ($) Thomas C. Chubb III 1,829,355 3,658,710 K. Scott Grassmyer 698,481 1,396,962 Thomas E. Campbell 498,915 997,830 Michelle M. Kelly 554,350 1,108,700 Douglas B. Wood 609,785 1,219,570 Fair Value included
in Summary
Compensation Table ($) Fair Value
Assuming Maximum
Performance ($) 855,680 1,711,360 320,880 641,760 320,880 641,760 278,096 556,192 278,096 556,192
year.(3)"Non-Equity“Non-Equity Incentive Plan Compensation"Compensation” reflect cash incentive awards earned by each of our NEOs under our short-term cash incentive program (which is described above under “—Compensation Discussion and Analysis—Short-Term/Annual (Cash) Incentive Compensation”) in respect of company and/or operating group performance during the applicable fiscal year, as described above under "—Compensation Discussion and Analysis—Short-Term Incentive Compensation."20202023 PROXY STATEMENT"All“All Other Compensation"Compensation” for fiscal 20192022 reflect the following amounts:Name
Health
Insurance ($)
to Defined
Contribution
Plan ($)
to Non-Qualified
Deferred
Compensation
Plan ($)
on Unvested
Stock Awards ($) Thomas C. Chubb III 35,861 15,325 87,493 57,376 K. Scott Grassmyer 35,861 15,349 22,441 20,339 Thomas E. Campbell 35,861 15,297 21,780 18,799 Michelle M. Kelly — 15,359 — 25,047 Douglas B. Wood — 15,569 47,657 24,255 Executive
Health
Insurance ($) Company Contributions
to Defined
Contribution
Plans ($) Company Contributions
to Non-Qualified
Deferred
Compensation
Plan ($) Dividends
on Unvested
Stock Awards ($) 34,551 14,021 53,327 57,650 34,551 14,021 13,056 18,786 34,551 14,021 13,056 18,786 — 14,021 — 30,963 — 14,021 34,954 36,143 201920192022 regarding equity awards granted under our LTIP and possible cash awards that could have been earned for fiscal 20192022 performance, as described above under"— “—Compensation Discussion and Analysis—Short-TermShort-Term/Annual (Cash) Incentive Compensation."Compensation.” Grant
Date
Non-Equity Incentive Plan Awards(1)
Equity Incentive Plan Awards(2)
stock
awards:
Number
of shares
of stock
(#)(3)
Date Fair
Value of
Stock
Awards
($)(4) Name Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Thomas C. Chubb III 225,000 900,000 1,575,000 3/16/22 4,125 16,500 33,000 1,829,355 3/16/22 8,500 715,020 K. Scott Grassmyer 70,500 282,000 493,600 3/16/22 1,575 6,300 12,600 698,481 3/16/22 2,700 227,124 Thomas E. Campbell 56,250 225,000 393,750 3/16/22 1,125 4,500 9,000 498,915 3/16/22 2,000 168,240 Michelle M. Kelly 90,000 360,000 630,000 3/16/22 1,250 5,000 10,000 554,350 3/16/22 2,000 168,240 Douglas B. Wood 104,854 419,375 733,906 3/16/22 1,375 5,500 11,000 609,785 3/16/22 2,500 210,300 All other
stock
awards:
Number of
shares of
stock (#)(3 Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) Estimated Future Payouts Under Equity Incentive Plan Awards(2) Grant Date
Fair Value
of Stock
Awards
($)(4 ) Grant
Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) 220,000 880,000 1,540,000 3/19/19 2,800 11,200 22,400 855,680 3/19/19 4,800 366,720 53,125 212,500 371,875 3/19/19 1,050 4,200 8,400 320,880 3/19/19 1,800 137,520 53,125 212,500 371,875 3/19/19 1,050 4,200 8,400 320,880 3/19/19 1,800 137,520 85,088 340,350 595,613 3/19/19 910 3,640 7,280 278,096 3/19/19 1,560 119,184 111,375 445,500 779,625 3/19/19 910 3,640 7,280 278,096 3/19/19 1,560 119,184
(1)(1)20192022 under our short-term cash incentive program, which is described above under"“—Compensation Discussion and Analysis—Short-TermShort-Term/Annual (Cash) Incentive Compensation."potential restrictedperformance-based RSUs granted under the LTIP. All of the awards vest on May 30, 2025. These stock awards, in respect of ourincluding the performance during fiscal 2019 under the LTIP, which isschedule, are described above under "—“—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation."restricted sharesRSUs granted under the LTIP. All of the awards cliff vest on April 8, 2022.May 30, 2025. These stock awards are described above under "—“—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation."
”ForInformation about the assumptions used to value these awards with performance conditions,can be found under the grant date fair value assumes achievement at target performance.captions “Equity Compensation” in Notes 1 and 8 in our 2022 Annual Report on Form 10-K.202020192022 Year-EndFebruary 1, 2020.January 28, 2023. Our NEOs did not hold any unexercised stock options at the end of fiscal 2019.2022. Stock Awards Name
Units of Stock
That Have Not Vested (#)(1)
Shares or
Units of Stock
That Have Not
Vested ($)(2)
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or Other
Rights That
Have Not
Vested (#)(3)
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or Other
Rights That
Have Not
Vested ($)(4) Thomas C. Chubb III 26,080 3,057,358 107,450 12,596,364 K. Scott Grassmyer 9,245 1,083,791 39,780 4,663,409 Thomas E. Campbell 8,545 1,001,730 36,180 4,241,381 Michelle M. Kelly 11,385 1,334,664 33,770 3,958,857 Douglas B. Wood 11,025 1,292,461 41,050 4,812,292 Stock Awards Number of Shares or
Units of Stock
That Have Not Vested (#)(1) Market Value of Shares or Units of Stock
That Have Not Vested ($)(2) 49,672 3,447,237 16,713 1,159,882 16,713 1,159,882 24,405 1,693,707 17,905 1,242,607
(1)(1)20192022 consist of various service-based restricted shares; performance-based restricted shares (which are subject to additional service requirements prior to vesting); and special, limitedthree year service-based restricted shares granted to Ms. Kelly in March 2017,and RSUs, as follows: Thomas C. Chubb III 5,13020172021 that vestedvest on April 9, 2020May 31, 2024 K. Scott Grassmyer 15,023 performance-basedMarch 2018 in respect of actual fiscal 2017 performanceJune 2020 that vestedvest on April 9, 2020July 28, 2023 4,20020182021 that vest on April 9, 2021May 31, 2024 Thomas E. Campbell 9,800 performance-basedMarch 2019 in respect of actual fiscal 2018 performanceJune 2020 that vest on April 9, 2021July 28, 2023 4,80020192021 that vest on April 8,May 31, 2024 Michelle M. Kelly 10,719 performance-basedfollowing the conclusion of the end of fiscal 2019 in respect of actual fiscal 2019 performanceJune 2020 that vest on April 8, 2022Thomas E. Campbell1,50020172021 that vestedvest on April 9, 20204,393 performance-based restricted shares2018 in respect of actual fiscal 2017 performance2022 that vestedvest on April 9, 2020May 30, 2025 Douglas B. Wood 1,500March 2018June 2020 that vest on April 9, 20213,500 performance-based restricted shares2019 in respect of actual fiscal 2018 performance2022 that vest on April 9, 2021May 30, 2025 •1,800 service-based restricted shares granted in March 2019 that vest on April 8, 2022 •4,020 performance-based restricted shares granted following the conclusion of the end of fiscal 2019 in respect of actual fiscal 2019 performance that vest on April 8, 2022 K. Scott Grassmyer •1,500 service-based restricted shares granted in March 2017 that vest on April 9, 2020 •4,393 performance-based restricted shares granted in March 2018 in respect of actual fiscal 2017 performance that vested on April 9, 2020 •1,500 service-based restricted shares granted in March 2018 that vest on April 9, 2021 •3,500 performance-based restricted shares granted in March 2019 in respect of actual fiscal 2018 performance that vest on April 9, 2021 •1,800 service-based restricted shares granted in March 2019 that vest on April 8, 2022 •4,020 performance-based restricted shares granted following the conclusion of the end of fiscal 2019 in respect of actual fiscal 2019 performance that vest on April 8, 202228 2020 PROXY STATEMENTMichelle M. Kelly •1,950 service-based restricted shares granted in March 2017 that vested on April 9, 2020 •6,500 service-based restricted shares granted in March 2017 that vest on April 9, 2021 •5,711 performance-based restricted shares granted in March 2018 in respect of actual fiscal 2017 performance that vested on April 9, 2020 •1,560 service-based restricted shares granted in March 2018 that vest on April 9, 2021 •3,640 performance-based restricted shares granted in March 2019 in respect of actual fiscal 2018 performance that vest on April 9, 2021 •1,560 service-based restricted shares granted in March 2019 that vest on April 8, 2022 •3,484 performance-based restricted shares granted following the conclusion of the end of fiscal 2019 in respect of actual fiscal 2019 performance that vest on April 8, 2022 Douglas B. Wood •1,950 service-based restricted shares granted in March 2017 that vested on April 9, 2020 •5,711 performance-based restricted shares granted in March 2018 in respect of actual fiscal 2017 performance that vested on April 9, 2020 •1,560 service-based restricted shares granted in March 2018 that vest on April 9, 2021 •3,640 performance-based restricted shares granted in March 2019 in respect of actual fiscal 2018 performance that vest on April 9, 2021 •1,560 service-based restricted shares granted in March 2019 that vest on April 8, 2022 •3,484 performance-based restricted shares granted following the conclusion of the end of fiscal 2019 in respect of actual fiscal 2019 performance that vest on April 8, 2022
27, 2023.(2)$69.40,$117.23, the per-share closing price of our common stock on January 31, 2020. Fiscal 2020 Award
(target # of RSUs
under award) Fiscal 2021 Award
(target # of RSUs
under award) Fiscal 2022 Award
(target # of RSUs
under award) Thomas C. Chubb III 22,725 14,500 16,500 K. Scott Grassmyer 9,090 4,500 6,300 Thomas E. Campbell 9,090 4,500 4,500 Michelle M. Kelly 7,385 4,500 5,000 Douglas B. Wood 8,525 6,500 5,500 20192019.2022. The table reports the number of shares of stock that vested and the aggregate dollar value realized upon vesting of stock. Stock Awards Name Number of Shares
Acquired on Vesting (#)
Realized on Vesting ($)(1) Thomas C. Chubb III 15,519 1,411,763 K. Scott Grassmyer 5,820 529,445 Thomas E. Campbell 5,820 529,445 Michelle M. Kelly 7,044 640,793 Douglas B. Wood 5,044 458,853 Stock Awards Number of Shares
Acquired on Vesting (#) Value
Realized on Vesting ($)(1) 9,312 738,069 2,833 224,544 2,833 224,544 12,372 980,605 15,044 1,093,787
(1)
date for these awards.(1)applicable vesting date.2019.2020 PROXY STATEMENT 2920192022 Non-Qualified Deferred Compensationparticipating NEOs during fiscal 2019.2022.Name
Contributions
in Last FY
($)(1)
Contributions
in Last FY
($)(2) Aggregate
Earnings
in Last FY
($)
Withdrawals/
Distributions
($)(3)
Balance
at Last FYE
($)(4)(5) Thomas C. Chubb III 19,077 87,493 22,295 — 888,572 K. Scott Grassmyer 135,400 22,441 (33,749) — 798,973 Thomas E. Campbell 4,674 21,780 (42,984) (28,885) 1,048,133 Michelle M. Kelly 5,242 — 29 — 5,271 Douglas B. Wood 126,300 47,657 (245,347) — 4,161,084 Executive
Contributions in
Last FY ($)(1) Registrant
Contributions in
Last FY ($)(2) Aggregate
Earnings
in Last FY
($) Aggregate
Withdrawals/
Distributions
($)(3) Aggregate
Balance
at Last FYE
($)(4)(5) 18,694 53,327 18,954 — 631,207 24,738 13,056 115,140 (19,511 ) 951,636 22,601 13,056 59,185 — 576,799 129,026 34,954 341,187 — 3,082,446
(1)(1)"Salary" column or the "Non-Equity Incentive Plan Compensation" column for fiscal 2019 in the Summary Compensation Table above."All“All Other Compensation"Compensation” column for fiscal 20192022 in the Summary Compensation Table above.February 1, 2020.20192022 and in prior years as follows:Name
Non-Qualified Deferred
Compensation Table and
Summary Compensation Table
($)
Non-Qualified Deferred
Compensation Table and
Previously Reported in Prior
Years’ Summary Compensation
Table
($)
Included in Both
Non-Qualified Deferred
Compensation Table and Current
Year or Prior Years’ Summary
Compensation
Table
($) Thomas C. Chubb III 106,570 751,727 858,297 K. Scott Grassmyer 157,841 369,371 527,212 Thomas E. Campbell 26,454 512,080 538,534 Michelle M. Kelly 5,242 — 5,242 Douglas B. Wood 173,981 861,926 1,035,907 Amount Included in Both
Non-Qualified Deferred
Compensation Table and
Summary Compensation Table
($) Amount Included in Both
Non-Qualified Deferred
Compensation Table and
Previously Reported in Prior
Years' Summary Compensation
Table
($) Total Amounts
Included in Both
Non-Qualified Deferred
Compensation Table and Current
Year or Prior Years' Summary
Compensation
Table
($) 72,021 584,501 656,522 37,794 436,924 474,718 35,657 248,591 284,248 163,980 449,342 613,322 NEOs'NEOs’ outstanding equity awards provide for "double trigger"“double trigger” vesting, meaning that the awards require a change of control of our company and a termination of the individual'sindividual’s employment either by the individual for good reason“good reason” or us or our acquiror without cause (which“cause” (which we refer to as a "change“change of control termination"termination”) to accelerate vesting.February 1, 2020:January 28, 2023:Name
Would Vest upon
a Change of Control
Termination (#)(1)(2)
Vesting Following
a Change of Control
Termination ($)(3) Thomas C. Chubb III 79,805 9,355,540 K. Scott Grassmyer 29,135 3,415,496 Thomas E. Campbell 26,635 3,122,421 Michelle M. Kelly 28,270 3,314,092 Douglas B. Wood 31,550 3,698,607 Equity Awards That
Would Vest upon
a Change of Control
Termination (#)(1)(2) Value Realized on
Vesting Following
a Change of Control
Termination ($)(3) 49,672 3,447,237 16,713 1,159,882 16,713 1,159,882 24,405 1,693,707 17,905 1,242,607
(1)(1)FootnoteFootnotes 1 and 3 under "—“—Outstanding Equity Awards at Fiscal 20192022 Year-End."theour fiscal 2019 program,2020, fiscal 2021 and fiscal 2022 performance-based equity programs, if a change of control termination takes place where (a) the change of control occurs prior to completion of the endfirst year of fiscal 2019,the three-year performance period, the individual recipients would be entitled to receive the greater of (a) the number of shares of our common stock attributable to the recipient'srecipient’s target number of restricted sharesperformance-based RSUs pursuant to the program, orand (b) the actual numberchange of restricted shares certified by our NC&G Committee as having been earned. Ascontrol occurs after the first year of the three-year performance period but prior to the end of the applicable performance period, the number of restricted shares actually earned underof our common stock which the program is known at this time,individual recipients would be entitled to receive would be the greater of (i) the target number of performance-based RSUs pursuant to the award or (ii) the number of shares of our common stock which the individual would be entitled to pursuant to the award if the performance period ended as of the date of the change of control termination. As the full performance period for the fiscal 2020, fiscal 2021 and fiscal 2022 performance-basedactualtarget number of restricted shares certified byof our NC&G Committeecommon stock pursuant to the fiscal 2022 program for each recipient, as having been earned.$69.40,$117.23, the per-share closing market price of our common stock on January 31, 2020.27, 2023.2020 PROXY STATEMENTTable2025) in the event of Contents Wea qualifying retirement. Accelerated vesting in the event of death or disability provides for payment of the target number of RSUs under the fiscal 2022 performance-based awards and the number of RSUs granted under the service-based awards. None of our NEOs had met the requirements for a qualifying retirement as of the end of fiscal 2022. As the target number of RSUs under these awards has already been included in the table above, no additional amounts would have been earned by our NEOs under any of these circumstances.Mr.Thomas C. Chubb III, to that of our medianmedian-paid employee. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.WeFor fiscal 2022, we are electing to omit approximately 400 employees who became our employees as a result of our acquisition of the Johnny Was business during fiscal 2022, and we do not believe that there have been any other significant changes that would result in a material change in our pay ratio disclosure or in our median employee since last year'syear’s calculation of the pay ratio. Accordingly, we are usingHowever, the same median employee that we used in fiscal 2018. However,2021 experienced a change in circumstances and compensation during fiscal 2022 that we did notbelieve would significantly impact the pay ratio disclosure. As permitted by SEC rules, we have elected to use another employee whose compensation was substantially similar to the same median employee for fiscal 2018 asthat we did in fiscal 2017 because the individual used in fiscal 2017 was not an2021 based on the same compensation measure used to identify the median employee at the end of fiscal 2018. In fiscal 2017,that we used a statistical sampling approach to calculate our median employee and were therefore able to select a similarly situated employee from our originalin fiscal 2017 sample for purposes of our fiscal 2018 disclosure.* The median-paid employee used for purposes of this fiscal 2019 comparison was a non-exempt employee located in the U.S. with an annual total compensation of $17,789, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, for fiscal 2019. The annual total compensation for fiscal 2019 for our Chief Executive Officer was $2,755,628, as discussed above under "—Compensation Tables—Summary Compensation Table for Fiscal 2019." Based on this information, for fiscal 2019, the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median-paid employee was 155 to 1. We believe the pay ratio disclosure presented in this section is a reasonable estimate. Because the SEC's rules for identifying the median-paid employee and calculating the pay ratio allow companies to use different methodologies, assumptions, adjustments and estimates, our pay ratio disclosure may not be comparable to the pay ratio reported by other companies. This information under "CEO Pay Ratio" is being provided solely for compliance purposes. Neither our compensation committee nor our management uses the pay ratio measure in making compensation decisions.NOMINATING, COMPENSATION & GOVERNANCE COMMITTEE REPORT The Nominating, Compensation & Governance Committee has reviewed and discussed with management the Company's Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Nominating, Compensation & Governance Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company's Fiscal 2019 Annual Report on Form 10-K.Respectfully submitted,Clarence H. Smith, ChairmanHelen BallardVirginia A. HepnerE. Jenner Wood III*2017,2021, we examined the 20172021 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2017.2021. For purposes of this calculation: we excluded approximately 4%3% of our workforce who are located in foreign jurisdictions under the de minimis exception to the pay ratio rule; for all employees based in foreign jurisdictions who were included in our determination of the median-paid employee, we applied a foreign currency to U.S. dollar exchange rate based on the average daily rate during the 12 months ended December 31, 2017;2021; we elected not to annualize the compensation paid to employees who were not employed for all of 20172021 (e.g., new hires); we included full-time, part-time, temporary and seasonal employees for purposes of determining the median-paid employee; and we used gross earnings (or foreign equivalent amounts), meaning total amounts paid before deductions or adjustments, including wages, overtime, bonuses and the value of any equity awards that vested during the 20172021 calendar year.2020 To identify our median-paid employee for fiscal 2022, as permitted by SEC rules, we identified an employee with compensation in fiscal 2021 substantially similar to the median employee that we used in fiscal 2021.
Compensation
Table Total for
PEO ($)(1)
Actually Paid
to PEO ($)(3)
Summary
Compensation
Table Total
for Non-PEO
NEOs ($)(2)
Compensation
Actually Paid to
Non-PEO
NEOs ($)(3) Value of Initial Fixed $100
Investment Based on:
(in 000s)(6)
(in 000s)(7) Year
Shareholder
Return ($)(4)
Total
Shareholder
Return ($)(5) 2022 5,212,353 11,376,661 1,922,191 4,101,452 179.78 70.25 165,735 195,961 2021 4,765,870 5,702,329 1,893,007 2,310,681 121.22 96.33 131,321 150,568 2020 2,417,381 2,753,167 1,199,853 1,392,821 96.01 97.80 (95,692) (83,611) Contentsthe amounts of total compensation reported for our non-PEO NEOs in the “Total” column of the SCT for each applicable year. The non-PEO NEOs included in this calculation for each of fiscal 2022, 2021 and 2020 are: K. Scott Grassmyer, Thomas E. Campbell, Michelle M. Kelly and Douglas B. Wood. PEO Non-PEO NEOs (Average) 2022
($) 2021
($) 2020
($) 2022
($) 2021
($) 2020
($) Total Compensation reported in SCT 5,212,353 4,765,870 2,417,381 1,922,191 1,893,007 1,199,853
in SCT of equity awards granted
during covered fiscal year 2,544,375 2,249,159 1,590,056 783,859 762,800 676,602 3,982,295 2,045,469 2,620,583 1,233,241 693,750 1,112,476
value of awards granted in any prior
year that are outstanding and
unvested as of fiscal year-end 4,570,887 817,308 (122,799) 1,670,440 331,645 (50,573) 155,500 322,840 (571,942) 59,439 155,079 (192,331) Compensation Actually Paid 11,376,661 5,702,329 2,753,167 4,101,452 2,310,681 1,392,821 ![[MISSING IMAGE: bc_tsr-4c.jpg]](/files/DEF 14A/0001104659-23-055514/bc_tsr-4c.jpg)
![[MISSING IMAGE: bc_peergrouptsr-4c.jpg]](/files/DEF 14A/0001104659-23-055514/bc_peergrouptsr-4c.jpg)
![[MISSING IMAGE: bc_netincome-4c.jpg]](/files/DEF 14A/0001104659-23-055514/bc_netincome-4c.jpg)
![[MISSING IMAGE: bc_pbtpaid-4c.jpg]](/files/DEF 14A/0001104659-23-055514/bc_pbtpaid-4c.jpg)
Helen Ballard
Virginia A. Hepner
E. Jenner Wood III
Carol B. Yanceyand E. Jenner Wood III and Carol B. Yancey served on our NC&G Committee during fiscal 2019.2022. None of them are current officerswas an officer or employeesemployee of our company or any of our subsidiaries;subsidiaries during fiscal 2022; none of them are former officers of our company or any of our subsidiaries; and none of them had any relationship during fiscal 20192022 requiring disclosure under any paragraph of Item 404 of Regulation S-K. In fiscal 2019,2022, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on our Board or our compensation committee.2019,2022, there were no related party transactions requiring disclosure in this proxy statement.Company'sCompany’s financial reporting process and system of internal control over financial reporting. Pursuant to the Audit Committee'sCommittee’s charter, the committee is also charged with reviewing the Company'sCompany’s guidelines and policies with respect to risk assessment and risk management, including cybersecurity, sustainability and supply chain risks. The Audit Committee'sCommittee’s charter is posted under the "Corporate Governance"“Corporate Governance Library” link under the "Investor Relations"“Investor Relations” tab on our website at www.oxfordinc.com.Audit Committee held four meetings during the Company's 2019 fiscal year. The Company'sCompany’s management is responsible for its financial reporting process, including its system of internal control over financial reporting, and for the preparation of consolidated financial statements in accordance with accounting standards generally accepted in the United States. The Company'sCompany’s independent registered public accounting firm, Ernst & Young LLP, is responsible for auditing the Company'sCompany’s consolidated financial statements and providing an opinion as to their conformity with accounting standards generally accepted in the United States, as well as attesting and reporting on the effectiveness of the Company'sCompany’s internal control over financial reporting. The Audit Committee'sCommittee’s responsibility is to oversee these processes, as well as to appoint, retain, compensate, evaluate and, when necessary, terminate the Company'sCompany’s independent registered public accounting firm. It is not the Audit Committee'sCommittee’s duty or responsibility to conduct auditing or accounting reviews or procedures.Company'sCompany’s financial statements, or any professional certification as to Ernst & Young'sYoung LLP’s work.Company'sCompany’s Fiscal 20192022 Annual Report on Form 10-K and the reports of management and of Ernst & Young LLP on the effectiveness of the Company'sCompany’s internal control over financial reporting as of the end of fiscal 20192022 contained therein;Statementapplicable requirements of Auditing Standards No. 61 (Communication with Audit Committees), as amended by the AICPA professional standards, vol. 1 AU section 380, as adopted by the Public Company Accounting Oversight Board in Rule 3200, as subsequently superseded by Auditing Standard No. 1301 (Communications with Audit Committees), which include, among other items, matters related to the conduct of the audit of the fiscal 2019 financial statements;LLP'sLLP’s communications with the Audit Committee32 2020 PROXY STATEMENT
Fees Paid to Independent Registered Public Accounting Firmauditors'auditors’ provision of other non-audit services to the Company (which are set forth below under "—“—"”) is compatible with the auditors'auditors’ independence, and discussed with Ernst & Young LLP its independence;Company'sCompany’s Fiscal 20192022 Annual Report on Form 10-K.Thomas C. Gallagher
John R. Holder
Stephen S. Lanier
Milford W. McGuirt
Clyde C. Tuggle20192022 and fiscal 20182021 to Ernst & Young LLP, our independent registered public accounting firm, for professional services:Fee Category Fiscal 2022 ($) Fiscal 2021 ($) Description Audit fees 2,416,710 1,829,766 Fees for the audit of our consolidated financial statements and internal control over financial reporting; reviews of our consolidated quarterly financial statements included in Forms 10-Q filed with the SEC; statutory audits of subsidiaries; services related to assistance with implementation of new accounting rules and regulations; and services provided in connection with statutory and regulatory filings (with the year-over-year increase in audit fees for fiscal 2022 being impacted by the addition of Johnny Was) Audit-related fees 350,137 3,220 Fees for audit-related services such as due diligence in connection with acquisitions and compliance with rules and regulations applicable to accounting matters (with substantially all of the audit-related services in fiscal 2022 being associated with our acquisition of Johnny Was) Tax fees 95,128 96,077 Fees for tax compliance, planning and advisory services All other fees — — — Total fees 2,861,975 1,929,063 Fiscal 2019 ($) Fiscal 2018 ($) Description 1,842,124 1,933,548 Fees for the audit of our consolidated financial statements and internal control over financial reporting, including additional testing relating to acquired businesses, where applicable; reviews of our consolidated quarterly financial statements included in Forms 10-Q filed with the SEC; statutory audits of subsidiaries; services related to assistance with implementation of new accounting rules and regulations; and services provided in connection with statutory and regulatory filings 2,000 2,000 Fees for audit-related services such as compliance with rules and regulations applicable to accounting matters 89,477 69,053 Fees for tax compliance, planning and advisory services — — — 1,933,601 2,004,601 tothat may be provided, and our Audit Committee is to be informed about each service provided. The nature and dollar valueperformed under the general pre-approval guidelines are reviewed withby our independent registered public accounting firm, our Audit Committee on at leastor the Chair of the Audit Committee evaluates each service to determine whether the performance of such service would: impair the auditor’s independence; create a mutual or conflicting interest between the auditor and our company; place the auditor in the position of auditing its own work; result in the auditor acting as management or an annual basis. employee of our company; or place the auditor in a position of being an advocate for our company.fees detailedservices described above paid to Ernst & Young LLP for fiscal 2019under “Audit Fees,” “Audit-related fees” and fiscal 2018“Tax fees” were specifically pre-approvedapproved by our Audit Committee.2020 PROXY STATEMENT 33
Committee pursuant to legal requirements and the committee’s charter and pre-approval policy.17, 202014, 2023 regarding the beneficial ownership of shares of our common stock by our directors, our NEOs and our directors and executive officers as a group. Except as set forth below, the shareholders named below have sole voting and investment power with respect to all shares of our common stock shown as being beneficially owned by them. The address for each individual in this table is c/o Oxford Industries, Inc., 999 Peachtree Street, N.E., Suite 688, Atlanta, Georgia 30309. Beneficial Ownership of
Common Stock Name
Shares(1)(2)
Class(1) Helen Ballard 15,325 * Thomas E. Campbell 33,353 * Thomas C. Chubb III(3) 115,638 * K. Scott Grassmyer 29,155 * Virginia A. Hepner 7,885 * John R. Holder 33,057 * Michelle M. Kelly 40,038 * Stephen S. Lanier(4) 537,171 3.4% Dennis M. Love 16,892 * Milford W. McGuirt 3,764 * Clarence H. Smith 17,114 * Clyde C. Tuggle 13,977 * Douglas B. Wood 41,819 * E. Jenner Wood III 18,250 * Carol B. Yancey 1,530 * All directors and executive officers as a group (18 persons) 939,950 6.0% Beneficial Ownership of
Common Stock Number of
Shares(1) Percent of
Class(1) 11,514 * 35,177 * 119,891 * 13,299 * 32,103 * 4,931 * 22,944 * 35,776 * 139,009 * 20,286 * 15,846 * 10,023 * 36,713 * 16,446 * 533,442 3.2 *16,777,21915,779,619 shares of our common stock outstanding as of the close of business on April 17, 2020.14, 2023. The number of shares and percentage of the class beneficially owned include unvested restricted shares for which the individual has voting rights as of the close of business on April 17, 2020.73,47851,494 shares held individually by Mr. Lanier, 29,187Thomas C. Chubb III, 46,644 shares held in trusts of which Mr.his children are the primary beneficiaries and 17,500 shares held in a grantor retained annuity trust of which he is the trustee.35,48436,294 shares held in custodial accounts for the benefit of Mr. Lanier'shis children, and 860 shares held by Mr. Lanier's wife. Beneficial Ownership of
Common Stock Name and Address
Shares(1)
Class(1) BlackRock, Inc.
55 East 52nd Street
New York, NY 10055 2,560,218(2) 16.2% Invesco Ltd.
1555 Peachtree Street NE, Suite 1800
Atlanta, GA 30309 948,950(3) 6.0% The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355 1,925,616(4) 12.2% Beneficial Ownership of
Common Stock Number of
Shares(1) Percent of
Class(1)
55 East 52nd Street
New York, NY 10055
3,043,956 (2) 18.1
100 Vanguard Blvd.
Malvern, PA 19355 1,739,702 (3) 10.4
(1)
14, 2023.(1)16,777,21915,779,619 shares of our common stock outstanding as of the close of business on April 17, 2020."Exchange Act"“Exchange Act”), as of December 31, 2019.2022. BlackRock reported sole voting power over 2,935,4282,521,868 of the reported shares and sole dispositive power over all of the reported shares. As reported by BlackRock, one of the persons on behalf of which BlackRock holds the reported shares, iShares Core S&P Small-Cap ETF, has an interest in more than 5% of our common stock. This information was obtained from a Schedule 13G/A filed on January 23, 2023.4, 2020.(3)31, 2019.30, 2022. Vanguard reported sole voting power over 23,227 of the reported shares, shared voting power over 2,60023,812 of the reported shares, sole dispositive power over 1,715,6371,887,445 of the reported shares and shared dispositive power over 24,06538,171 of the reported shares. This information was obtained from a Schedule 13G/A filed on February 12, 2020.9, 2023.SEC'sSEC’s rules, a person may be deemed to beneficially own securities in which he or she has no pecuniary interest. The information set forth in the tables above shall not be construed as an admission that any such person is, for purposes of Section 13(d) or 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities disclosed above. Section 16(a) of the Exchange Act requires that our executivedirectors, and persons who beneficially ownholding more than 10% of our common stock must report their initial ownership of our common stock and any changes in their ownership to the SEC. The SEC has designated specific due dates for these reports, and we must identify in this proxy statement those persons who did not file these reports when due. Based solely on our review of copies of the reports filed with the SEC certain reports, and to furnish copies thereof to us, with respect to each such person's beneficial ownership and changes in ownershipthe written representations of our equity securities. Due to the complexity of the SEC's reporting rules, our Legal Department undertakes to file such reports on behalf of ourdirectors and executive officers, and directors and has instituted procedures to assist them with these obligations. Based on a review of our company's records and other information, we believe that all reports required by our executive officers and directorsreporting requirements for fiscal 2022 were complied with, except that (i) due to a miscommunication on the part of the Company, a late Form 5 was filed on March 22, 2022 on behalf of Dennis M. Love to report a timely basis in respectcharitable gift of 1,200 shares that occurred during fiscal 2019, except that Forms 4 were not timely filed with respect to approximately 225 shares of our common stock purchased by Mr. Holder from time to time since July 31, 2009 pursuant2022, (ii) due to a broker-assisted dividend reinvestment program he enrolleddelay in priorobtaining access to joining our Board. Athe EDGAR system, a late Form 3 was filed on July 6, 2022 on behalf of Tracey Hernandez and (iii) due to a miscommunication on the part of the Company, a late Form 4 has beenwas filed (after the applicable filing due dates)on December 19, 2022 on behalf of Robert S. Trauber to report the correct numbergrant of shares of5,000 RSUs granted to him under our common stock owned by Mr. Holder.February 1, 2020:January 28, 2023:Plan Category
Number of Securities to be
Issued upon Exercise of
Outstanding Options, Warrants
and Rights(1) (b)
Number of Securities Remaining
Available for Future
Issuance Under Equity
Compensation Plans (excluding
securities reflected in column (a)) Equity compensation plans approved by security holders — 291,408 Long-Term Stock Incentive Plan 605,025 435,913 Equity compensation plans not approved by security holders — — Total 727,321 Plan CategoryNumber of SecuritiesRemaining Available forFuture Issuance UnderEquity Compensation Plans(1) Equity compensation plans approved by security holdersEmployee Stock Purchase Plan(2)367,811 Long-Term Stock Incentive Plan689,449Equity compensation plans not approved by security holders— Total1,057,260
(1)(1)As of February 1, 2020, we had no outstanding options, warrants or other rights with respect to shares of our common stock.Includes performance-based RSUs assuming achievement at maximum performance. Performance-based RSUs do not have an associated exercise price. Accordingly, information relating to the number and exercise price of outstanding options, warrants and rights is not included in this table.20202023 annual meeting if you owned shares of our common stock as of the close of business on April 17, 2020,14, 2023, the record date for the annual meeting. As of April 17, 2020,14, 2023, there were 16,777,21915,779,619 shares of our common stock issued and outstanding. You are entitled to one vote for each share of our common stock that you owned on the record date.2020 PROXY STATEMENT 35www.meetingcenter.io/215153986.meetnow.global/MJJDTAM. The live audio webcast of the annual meeting will begin promptly at 22:00 p.m., Eastern Time. We encourage shareholders to access the webcast in advance of the designated start time.ourOxford common stock are held in an account with a broker, you are the beneficial owner of shares held in "street name"“street name” and these proxy materials are being forwarded to you by that organization. If your shares are held in an account with a broker and you wish to participate in the annual meeting, you must register in advance to participate in the meeting webcast and obtain a new control number from Computershare, our transfer agent. You may request registration by submitting proof of your proxy power (legal proxy) reflecting your holdings of our common stock, along with your name and email address, to Computershare. Requests for registration may be directed to Computershare (i) by mail to the following address: Computershare, Oxford Industries, Inc. Legal Proxy, P.O. Box 43001, Providence, RI 02940-300102940-3001; or (ii) by email, by attaching an image of your legal proxy or forwarding the email from your broker to legalproxy@computershare.com. Requests for registration must be labeled "Legal Proxy"“Legal Proxy” and received no later than 5:00 p.m., Eastern Time, on June 10, 2020.2, 2023. You will receive a confirmation of your registration by email after your registration materials have been received."“—Participating in the Meeting"Meeting” above.NYSE'sNYSE’s rules, to vote shares in their discretion on certain "routine"“routine” matters when their customers do not provide voting instructions. Under the NYSE'sNYSE’s rules, only Proposal No. 2 (ratification of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2020)2023) is considered a routine matter."non-routine"“non-routine” matters under the NYSE'sNYSE’s rules. When a brokerage firm has not received voting instructions from the beneficial holder of the shares with respect to a non-routine matter, the brokerage firm cannot vote the shares on that proposal. This is called a "broker“broker non-vote."” Broker non-votes will be counted as present at the annual meeting for quorum purposes but will not be counted as entitled to vote on the non-routine matter.Therefore, if your shares are held in an account with a broker, it is important that you provide voting instructions to your broker so that your vote on these proposals is counted.36 2020 PROXY STATEMENT20192022 Annual Report on Form 10-K may be accessed through the date of the annual meeting by all shareholders under the "Investor Relations"“Investor Relations” tab of our website at www.oxfordinc.com. We will also provide without charge, at the written request of any shareholder of record as of April 17, 2020,14, 2023, a hard copy of our 20192022 Annual Report on Form 10-K, including the audited financial statements, as filed with the SEC, excluding exhibits. We will provide copies of the exhibits if they are requested by eligible shareholders. We may impose a reasonable fee for providing the exhibits. Requests for copies of our 20192022 Annual Report on Form 10-K should be mailed to our company'scompany’s headquarters at Oxford Industries, Inc., 999 Peachtree Street, N.E., Suite 688, Atlanta, Georgia 30309, Attention: Investor Relations.company'scompany’s risk assessment and risk management. With our Audit Committee'sCommittee’s oversight, we conduct an enterprise risk management, or "ERM,"“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.program providesprograms 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. Our NC&G Committee has2020 PROXY STATEMENT 37concludedWe do not believe that our compensation policies and procedures are not reasonably likely to have a material adverse effect on our company.year'syear’s annual meeting; however, if the annual meeting of shareholders is advanced more than 30 days prior to or delayed more than 30 days after the first anniversary of the preceding year'syear’s annual meeting, a director nomination submitted by a shareholder to be timely must be delivered not later than the close of business on the later of (1) the 90th day prior to the annual meeting or (2) the 10th day following the date on which public announcement of the date of such annual meeting is first made. Any recommendation received by our Secretary will be promptly forwarded to the chair of our NC&G Committee for consideration. In order for a shareholder to nominate a director candidate for consideration at our 20212024 annual meeting, we must receive notice of such nomination between February 16, 202114, 2024 and March 18, 202115, 2024 (inclusive) unless the date of our 20212024 annual meeting is advanced more than 30 days prior to or delayed more than 30 days after June 16, 2021.13, 2024. Any such nominations must comply with the other requirements for proper nominations pursuant to our bylaws.company'scompany’s headquarters at Oxford Industries, Inc., 999 Peachtree Street, N.E., Suite 688, Atlanta, GA 30309, Attention: Investor Relations.candidate'scandidate’s independence, expertise, age, diversity, general business knowledge and experience, financial literacy, availability and commitment. After evaluating each candidate, our NC&G Committee will determine which candidates it will recommend to the full Board.year'syear’s annual meeting; however, if the annual meeting of shareholders is advanced more than 30 days prior to or delayed more than 30 days after the first anniversary of the preceding year'syear’s annual meeting, in order to be timely, a shareholder proposal must be delivered not later than the close of business on the later of (1) the 90th day prior to the annual meeting or (2) the 10th day following the date on which public announcement of the date of such annual meeting is first made. Accordingly, in order for a shareholder proposal (other than a director nomination) to be considered at our 20212024 annual meeting, we must receive the proposal between February 16, 202114, 2024 and March 18, 202115, 2024 (inclusive) unless the date of our 20212024 annual meeting is advanced more than 30 days prior to or delayed more than 30 days after June 16, 2021.company'scompany’s headquarters at Oxford Industries, Inc., 999 Peachtree Street, N.E., Suite 688, Atlanta, GA 30309, Attention: Investor Relations.20212024 annual meeting, it must be submitted in writing by January 6, 20214, 2024 and comply with the requirements of Rule 14a-8.38 2020 PROXY STATEMENTTable14a-8, unless the date of Contentscompany'scompany’s headquarters at Oxford Industries, Inc., 999 Peachtree Street, N.E., Suite 688, Atlanta, Georgia 30309. At the direction of our Board, all mail received will be opened and screened for security purposes. The mail will then be logged in. All mail, other than trivial solicitations or obscene items,relevant and appropriate communications to our directors will be forwarded. Trivial items will be delivered to our directors at the next scheduled meeting of our Board. Mail addressed to a particular director will be forwarded or delivered to that director. Mail addressed to "Outside“Outside Directors," "Non-Management Directors"” “Non-Management Directors” or the "Lead Director"“Lead Director” will be forwarded or delivered to our lead director. Mail addressed to the "Board“Board of Directors"Directors” will be delivered to our Chairman.$6,500$7,000 for the year, plus reasonable out-of-pocket expenses, for such services.contacting our Vice President-Law, General Counsel and Secretary atsending an email to generalcounsel@oxfordinc.com. The shareholder list will also be available during the annual meeting on the virtual meeting website."Corporate Governance"“Corporate Governance Library” link under the "Investor Relations"“Investor Relations” tab on our website at www.oxfordinc.com. Additionally, we have posted our corporate social responsibility statement, Codes of Vendor Conduct for our business groups and Conflict Minerals Policy under the "Corporate Responsibility" tabat www.oxfordinc.com.By Order of the Board of DirectorsSuraj A. PalakshappaVice President-Law, General Counsel and Secretary
Senior Vice President, General Counsel,
Treasurer and Secretary20192022 Annual Report on Form 10-K, which includes audited financial statements, is available on the Internet at http://www.edocumentview.com/oxford. Any shareholder may request a printed copy of the 20192022 Annual Report on Form 10-K by following the instructions in the Notice of Internet Availability.2020 39![[MISSING IMAGE: px_oxfordproxy1pg1-4c.jpg]](/files/DEF 14A/0001104659-23-055514/px_oxfordproxy1pg1-4c.jpg)
MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 ENDORSEMENT_LINE______________ SACKPACK_____________MMMMMMM If no electronic voting, delete QR code and control # Δ ≈ 000001 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Your vote matters – here’s how to vote!ENDORSEMENT_LINE______________ SACKPACK_____________ MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext You may vote online or by phone instead of mailing this card. Online GIof ntoo welwewct.reonnviicsivoontrienpgo, rts.com/Go to www.envisionreports.com/Oxford or delete QR code and control # scan the QR code — login details are located in the shaded bar below. Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/Oxford Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/OxfordYour vote matters – here’s how to vote! Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q2023 Annual Meeting Proxy Card 1234 5678 9012 345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 1. ElectionProposals — The Board of Directors: For Against Abstain For Against Abstain For Against AbstainDirectors recommend a vote FOR all the nominees listed, FOR Proposals X – X and for every X YEARS on Proposal X. 1 U P X 01 - Dennis M. Love 02 - Clyde C. Tuggle 03 - E. Jenner Wood III 04 - Carol B. Yancey For Against Abstain For Against Abstain For Against Abstain Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03TGSB + + a vote FOR all the nominees listed in Proposal 1, FOR Proposals 2 and 3 and for 1 YEAR A on Proposal 4. 1. Election of Class I directors to be elected for a three-year term expiring in 2026: 2. Ratify the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal 2020.2023 3. Proposal to approve,Approve, by a non-binding, advisory vote, the compensation of the Company’s named executive officers.officers 4. Recommend, by a non-binding, advisory vote, the frequency of future advisory votes on executive compensation B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMMM C 1234567890 J N T 6 1 8 2 4 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 3 2 B M 4 0398VB MMMMMMMMM B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. A Proposals — The Board of Directors recommend a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2 and 3. 2020 Annual Meeting Proxy Card1234 5678 9012 345
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20202023 Annual Meeting of Shareholders of Oxford Industries, Inc. will be held on Tuesday, June 16, 202013, 2023 at 2:00 P.M. Eastern time, virtually via the internet at www.meetingcenter.io/215153986.www.meetnow.global/MJJDTAM. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is — OXM2020. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.envisionreports.com/Oxford q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q +Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/Oxford Notice of 20202023 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — June 16, 2020 THOMAS13, 2023 Thomas C. CHUBBChubb III, K. SCOTT GRASSMYER,Scott Grassmyer and SURAJSuraj A. PALAKSHAPPA,Palakshappa, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Oxford Industries, Inc. to be held on June 16, 202013, 2023 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors, and FOR items 2 and 3.3 and for 1 YEAR on item 4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) Proxy - Oxford Industries, Inc. IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. + C Non-Voting Items Proxy - Oxford Industries, Inc. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/Oxford
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