UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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

Check the appropriate box:

LANDS’ END, INC.

(Name of Registrant as Specified inIn Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing feeFiling Fee (Check the appropriate box):

March 29, 201931, 2022

To our Stockholders:

I am pleased to invite you to attend the 20192022 Annual Meeting of Stockholders (the “Annual Meeting”) of Lands’ End, Inc. (the “Company” or “Lands’ End”) on Thursday,Wednesday, May 9, 2019.11, 2022. The meeting will begin at 9:2:00 a.m.p.m. (Central time) inat the Gary C. Comer Activity Center, 3 Lands’ End Lane, Dodgeville, Wisconsin 53595.

Whether or not you plan to attend the Annual Meeting in person, please read the Proxy Statement and vote your shares. Instructions for Internet and telephone voting are included in your Notice of Internet Availability of Proxy Materials or proxy card (if you received your materials by mail).

An admission ticket (or other acceptable proof of stock ownership) and a form of government-issued photo identification (such as a valid driver’s license or passport) will be required for admission to the Annual Meeting. Only stockholders who own Lands’ End common stock as of the close of business on March 11, 201914, 2022 will be entitled to attend the Annual Meeting. An admission ticket will serve as verification of your ownership.

Registration will begin at 8:1:15 a.m.p.m. and seating will begin at 8:1:30 a.m.p.m. Use of cameras, recording devices, and other electronic devices will not be permitted at the Annual Meeting.

LANDS’ END, INC.        1 LANDS’ END LANE         DODGEVILLE, WISCONSIN 53595

Lands’ End, Inc.

1 Lands’ End Lane

Dodgeville, Wisconsin 53595

Notice of 20192022 Annual Meeting of Stockholders

Please attend the 20192022 Annual Meeting of Stockholders (the “Annual Meeting”) of Lands’ End, Inc. (the “Company,” “Lands’ End,” “our company,” “we,” or “our,” or “us”) to:

The record date for determining stockholders entitled to notice of, and to vote at, the Annual Meeting is March 11, 2019.14, 2022. Only stockholders of record at the close of business on that date can vote at, or will be eligible to attend, the Annual Meeting.

On or about March 29, 201931, 2022 we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record as of March 11, 201914, 2022 and posted our proxy materials on the website referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. For those who previously requested printed proxy materials or electronic materials on an ongoing basis, you will receive those materials as you requested.

It is important that your shares are represented at the Annual Meeting. StockholdersYou may vote theiryour shares (1) in person at the Annual Meeting, (2) by telephone, (3) through the Internet, or (4) by completing and mailing a proxy card if you receive your proxy materials by mail. Specific instructions for voting by telephone or through the Internet (including voting deadlines) are included in the Notice and in the proxy card. If you attend and vote at the Annual Meeting, your vote at the Annual Meeting will replace any earlier vote.

By Order of the Board of Directors.

Peter L. Gray

Executive Vice President, Chief Administrative

Officer, General Counsel and Secretary

March 31, 2022

PROXY STATEMENT

The accompanying proxy is being solicited on behalf of the Lands’ End, Inc. (the “Company,” “Lands’ End,” “our company,” “we,” “our,” or “us”) Board of Directors (the “Board”) for use at the Annual Meeting of Stockholders to be held on May 9, 2019.11, 2022 (the “Annual Meeting”). On or about March 29, 2019,31, 2022, the Company began mailing to stockholders a Notice of Internet Availability of the Proxy Materials containing instructions on how to access proxy materials via the Internet and how to vote online (www.proxyvote.com). Stockholders who did not receive the Notice will continue to receive a paper or electronic copy of the proxy materials, which the Company also began sending on or about March 29, 2019.31, 2022.

Important Notice Regarding the Availability of Proxy Materials for

for the 20192022 Annual Meeting of Stockholders

The Company’s Proxy Statement for the 20192022 Annual Meeting of Stockholders and the Annual Report on Form10-K for the fiscal year ended February  1, 2019January  28, 2022 are available at www.proxyvote.com.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

you give your proxy but do not include specific instructions on how to vote, the individuals named as proxies will vote your shares as follows:

previous question, or by voting in person at the meeting. If you are a street-name stockholder, you must contact your broker or other nominee for instructions on how to revoke your voting instructions for your shares.

Item 2:Approval of the compensation of our named executive officers on anon-binding advisory basis requires the affirmative vote of a majority of those shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal.

Item 3:Approval of the Amended and Restated 2017 Stock Plan requires the affirmative vote of a majority of those shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal.

Item 4:Ratification of the appointment of Deloitte & ToucheBDO USA, LLP as our independent registered public accounting firm requires the affirmative vote of a majority of those shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal.

appointment of BDO USA, LLP as our independent registered public accounting firm. Thus, broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting, assuming that a quorum is obtained.

If you plan to attend the meeting, you will be required to present an Admission Ticket (or other acceptable proof of stock ownership) and a form of government-issued photo identification (such as a valid driver’s license or passport). We strongly urge you to obtain your Admission Ticket in advance by accessing www.proxyvote.com and following the instructions provided (you will need the 16 digit number included on your proxy card, voting instruction form or Notice).

Alternatively, the following documents will be accepted in lieu of an Admission Ticket for those stockholders as of the Record Date who are unable to obtain an Admission Ticket in advance of the Annual Meeting:

CORPORATE GOVERNANCE

Corporate Governance Practices

The Lands’ End Board of Directors (the “Board”) is committed to effective corporate governance. The Board has approved and adopted Corporate Governance Guidelines that provide the framework for Lands’ End’s governance. The Nominating and Corporate Governance Committee of the Board reviews and assesses the Corporate Governance Guidelines annually and recommends changes to the Board as appropriate. The Corporate Governance Guidelines, along with the charters of Board committees, our Director Compensation Policy, our Related Party Transactions Policy, our Code of Conduct and our Board of Directors Code of Conduct are available on our website at www.landsend.com, under the heading “Investor Relations” and then “Corporate Governance.”

Among other things, the Corporate Governance Guidelines provide that:

Director Independence

Based on the review and recommendation by the Nominating and Corporate Governance Committee, the Board analyzed the independence of each director. In making its independence determinations, the Board considers transactions, relationships and arrangements, if any, between Lands’ End and entities with which directors are associated as executive officers, directors and trustees. When these transactions, relationships and arrangements exist, they are in the ordinary course of business and are of a type customary for a retail company like Lands’ End.

As a result of this review, the Board affirmatively determined that the following directors meet the standards of independence under the applicable Nasdaq Stock Market listing rules, including that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment:

Robert Galvin

Elizabeth Leykum

Josephine Linden

John T. McClain

Maureen Mullen Murphy

Jignesh Patel

Jonah Staw

In the course of the Board’s independence determination, the Board considered transactions, relationships and arrangements required to be disclosed pursuant to SEC rules. In determining that Mr. McClain met the applicable independence standards, the Board considered his service as a trustee of Seritage Growth Properties, which, as of February 1, 2019, owned or held an indirect ownership interest in a subset of the underlying properties in which the Company subleased space from a subsidiary of Sears Holdings Corporation (“Sears Holdings”) for Lands’ End Shops at Sears.

ITEM 1. ELECTION OF DIRECTORS

Item 1 is the election of eight nominees to our Board: Robert Galvin, Jerome S. Griffith, Elizabeth Leykum, Josephine Linden, John T. McClain, Maureen Mullen Murphy, Jignesh Patel and Jonah Staw. Each of the nominees is a current member of the Board. If elected, each nominee will hold office until the next annual meeting or until his or her successor is elected and qualified, or earlier death, resignation, disqualification or removal. The persons named in the proxy card (the “proxies”) will vote FOR the election of all of the nominees listed below, unless otherwise instructed. You may not vote for a greater number of persons than the number of nominees named in this Proxy Statement. The Board expects all nominees to be available for election. If any nominee should become unavailable to serve as a director for any reason prior to the Annual Meeting, the Board may substitute another person as a nominee. In that case, your shares will be voted for that other person.

THE BOARD RECOMMENDS THAT YOU VOTE

“FOR” ELECTION OF THE EIGHT NOMINEES FOR DIRECTOR

The biographies of each of the nominees below contains information regarding the person’s service as a director, business experience, education, public company director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Board to determine that the person should serve as a director for the Company.

Robert Galvin, 59,62, joined the Board in May 2014. Since October 2018, he has served as President and Chief Executive Officer and a member of the board of directors of Iconix Brand Group, Inc., a leading brand management company. From January 2014 to October 2018, he was the principal of Galvin Consulting, which he founded in January 2014. Mr. Galvin served as the Chief Executive Officer of Elie Tahari, a leading global designer lifestyle brand, from January to November 2013. Prior to that, he served as the President of Camuto Group, a leading global women’s fashion footwear company from April 2007 to January 2012. Mr. Galvin previously served as the Chief Operating Officer of Sport Brands International, a global wholesale and retail athletic branded company from 2003 until April 2007. He previously held leadership roles at Kurt Salmon Associates, York International and Nine West Group Inc. Mr. Galvin served as a member of the board of directors of Big 5 Sporting Goods Corporation from July 2015 to October 2018, bebe stores, inc. from November 2014 to September 2018, Cherokee Inc. (now Apex Global Brands Inc.) from June 2012 to October 2018 and Trans World Entertainment Corporation from June 2018 to October 2018. Mr. Galvin has a B.S. in Accounting from Fairfield University and a M.B.A. from New York University, Stern School of Business. Mr.��Galvin brings an extensive knowledge of the apparel industry and management experience, gained through his service as Chief Executive Officer and through numerous senior executive positions at several apparel companies for more than 15 years.

Jerome S. Griffith, 61, joined Lands’ End64, has served as Chief Executive Officer and Presidentof Lands’ End and as a member of the board of directors inBoard since March 2017. In addition, between March 2017 and March 2021 he was also President. He served as the Chief Executive Officer, President and a member of the board of directors of Tumi Holdings, Inc., a global lifestyle brand, from April 2009 until its sale in August 2016 to Samsonite International S.A. From 2002 to 2009, he was employed at Esprit Holdings Limited, a global fashion brand, where he was promoted to Chief Operating Officer and appointed to the board in 2004, then promoted to President of Esprit North and South America in 2006. From 1999 to 2002, he worked as an Executive Vice President at Tommy Hilfiger. From 1998 to 1999, he worked as the President of Retail at the J. Peterman Company, a catalog-based apparel and retail company. From 1989 through 1998, he worked in various positions of increasing responsibility at Gap, Inc. He hasPreviously, he served as a member of the board of Vince Holding Corp. since November 2013, Samsonite International S.A. since August 2016, and Parsons School of Design, which is part of the New School, since September 2013. Mr. Griffith servedfrom 2013 to 2020, and as a member of the Supervisory Board of the Tom Tailor Group from May 2015 to March 2017. He has served as a member of the board of Vince Holding Corp. since November 2013 and Samsonite International S.A. since August 2016. He holds a B.S. degree in marketing from The Pennsylvania State University. Mr. Griffith brings to the Board experience as a public company director, experience as a senior executive of a major global consumer products company and a proven track record of innovation and driving international growth and expansion.

Elizabeth Leykum, 40,43, joined the Board in March 2014. She has served as founder of Serenade Capital LLC, an investment firm, since May 2016. From October 2013 to April 2016, she served as a founding principal of HEG Capital LLC, a Connecticut-registered investment advisory firm. Prior to joining HEG Capital, Ms. Leykum was, from June 2012 to September 2013, a Vice President at Rand Group, an investment management services firm. UntilFrom July 2004 until June 2012, she was a Vice President of ESL Investments, Inc., which she joined in July 2004. From 2000 to 2002, Ms. Leykum worked in the Principal Investment Area at Goldman, Sachs & Co. SheSince April 2021, she has served as a directormember of Sears Hometownthe board for IES Holdings, Inc. and Outlet Stores, Inc. from October 2012 tosince May 20142021 she has served as a member and Chair of the board of Valaris Ltd. She is currently a trustee of The Kinkaid School and the Houston Ballet.Ballet, as well as on the Advisory Board of The Artemis Fund. She graduated Phi Beta Kappa,magna cum laudefrom Harvard College and received an M.B.A with distinction from Harvard Business School. Through her work in investment management, she brings to the Board a strong ability to analyze, assess, and oversee corporate and financial performance.

Josephine Linden, 67,70, joined the Board in March 2014 and has served as Chair of the Board since October 2014. She founded and has been the managing member and principal of Linden Global Strategies LLC, a New York-based SEC registered investment management firm working with sophisticated U.S. and international clients, since September 2011. From September 2010 to July 2011, she held an Adjunct Professor position in the Finance department of Columbia Business School. In November 2008, Mrs. Linden retired from Goldman, Sachs & Co. as a Partner and Managing Director after having been with the firm for more than 25 years, where she held a variety of roles, including Managing Director and Regional Manager of the New York office for Private Wealth Management, head of Global Equities Compliance, and an Advisor to GSJBWere, Australia. She serves as a trustee, and sits on the executive committee, of Collegiate School in New York, New York, and also has served as its Treasurer, and Chair of its Finance, Audit and Nominating Committees. She acts as Financial Advisor to The Prince of Wales Foundation. She served as a director of Bally Technologies, Inc. from April 2011 to November 2014 and haspreviously served as a director of Sears Hometown and Outlet Stores, Inc. sincefrom October 2012.2012 to October 2019 and as a director of Trine Acquisition Corp. from May 2019 to December 2020. Mrs. Linden has also served as anon-executive director of E&P Financial Group Limited (formerly Evans Dixon LimitedLimited) since May 2018.2018, and as a director of Trine II Acquisition Corp. since November 2021. She received an M.B.A. from the University of Chicago, with a specialization in Finance, and a B.A. from the University of Sydney. Mrs. Linden brings extensive knowledge of capital markets and other financial matters to the Board from her25-year career with Goldman Sachs.

JohnT.McClain, 58,61, joined the Board in May 2014. Since February 2019, he has served as Executive Vice President and Chief Financial Officer of Iconix Brand Group, Inc., a leading brand management company. From November 2015 to September 2016, he served as Chief Financial Officer of Lindblad Expeditions Holdings, Inc., a global provider of expedition cruises and adventure travel experiences. Mr. McClain served as the Chief Financial Officer of The Jones Group Inc., a leading global designer, marketer and wholesaler of over 25 brands, from July 2007 until the sale of the company to Sycamore Partners in April 2014. From April 2014 to August 2014, he continued to provide Senior Advisor services related to financial operations to The Jones Group Inc. Prior to that, Mr. McClain held a number of roles at Avis Budget Group, Inc., formerly Cendant Corporation. He joined Cendant Corporation in September 1999, serving as the Senior Vice President, Finance & Corporate Controller until 2006. From 2006 to 2007, Mr. McClain served as the Chief Accounting Officer of Avis and Chief Operating Officer of Cendant Finance Holdings. Mr. McClain previously held leadership roles at Sirius Satellite Radio Inc. and ITT Corporation. Mr. McClain has served as a trustee of Seritage Growth Properties, a real estate investment trust, since June 2015, and2015. He previously served on the board of Nine West Holdings from April 2014 until October 2015, and on the board of Cherokee Inc. (now Apex Global Brands Inc.) from September 2017 to January 2019. Mr. McClain holds a B.S degree in accounting from Lehigh University. Mr. McClain brings over 25 years of executive financial experience, serving at high-level capacities for the retail and consumer sectors.

Maureen Mullen Murphy, 38,41, joined the Board in June 2018. Since March 2017, sheMrs. Murphy has served NIKE, Inc. as Vice President of Nike Direct Digital Commerce Flagship and Activity since April 2020. She previously served as

Chief Strategy Officer of the Gartner for Marketing division of Gartner, Inc., a leading research and advisory company.company, from March 2017 to March 2020. From June 2009 to March 2017 she served as Chief Strategy Officer of L2, Inc., a market research firm sheco-founded, which was acquired by Gartner, Inc. in March 2017. Ms. MullenMrs. Murphy holds a B.A. degree in Human Biology from Stanford University, and received an M.B.A. in Strategy and Finance from New York University, Stern School of Business. Ms. MullenMrs. Murphy brings extensive experience assessing eCommerce strategies, advising on

viewpoints. In addition to diversity of experience, the Nominating and Corporate Governance Committee seeks director candidates with a broad diversity of professions, skills and backgrounds. The Nominating and Corporate Governance Committee discusses Board composition, including the diversity of the Board, annually. Of the current eight members of the Board (who are also our proposed Board nominees), three directors are female and one director is of South Asian descent. The table below sets forth diversity information regarding our Board of Directors:

Corporate Citizenship—Commitment to ESG Matters

ESG Oversight

The Nominating and Corporate Governance Committee of the Board of Directors oversees Environmental, Social and Governance (ESG) through reviewing with management the Company’s ESG strategies, initiatives and policies. In addition, the Board and its committees review and discuss with management matters related to human capital management, including Lands’ End’s commitments and progress on inclusion and diversity, employee engagement, compensation and benefits, business conduct and compliance, and executive succession planning. During fiscal year 2021, the Board and its committees also reviewed and discussed with management the impact of COVID-19 on Lands’ End’s employees, supply chain and business, and management’s strategies and initiatives to respond to, and mitigate, adverse impacts, including enhanced health and safety measures for Lands’ End’s workforce.

Sustainability Initiatives

The Board believes that good stewardship of the environment is fundamental to Lands’ End’s long-term success, and Lands’ End is working towards improving its sustainable footprint through key practices like waste reduction, purchasing recycled consumables and through corporate relationships. Lands’ End hopes to inspire customers and other corporations to increase sustainability awareness and initiatives.

We have a focus on raising awareness and educating employees on reducing our internal use of consumables and natural resources. In addition, we have a broad range of recycling and waste management initiatives at our corporate office and distribution centers. For example, we are addressing our use of paper products, aluminum cans, glass, electronics and plastic as well as disposal of non-recyclables with composting and effective water management. Additional information and periodic updates regarding our sustainability policies and procedures can be found on our website at https://www.landsend.com/about-us/our-mission/sustainability/.

Sustainability Goals and Relationships

We have set in place and published the following sustainability priorities and goals regarding our products:

Lands’ End and its subsidiaries and affiliates are committed to having a positive role in promoting the sustainability of forests and other natural resources. Our objective is to encourage a sustainable combination of resources and processes to produce the paper for catalogs, internal use, and direct mail.

Lands’ End also participates in industry educational workshops and initiatives. We have formed strategic relationships with organizations like the Sustainable Apparel Coalition, National Forest Foundation, where we have helped plant over 1 million trees, and the Clean Lakes Alliance, where we help protect and improve maintenance of local lakes in Wisconsin. These alliances, which respectively operate globally, nationally, and locally, allow us to engage at a variety of levels.

Human Capital

Since our founding in 1963, Lands’ End has recognized that our people are a critical asset. People, the individuals we employ, the customers we serve, and their families, are the heart of our company. We are committed to creating an inspiring culture that is welcoming, safe and inclusive for all who work and shop with us.

Aligning with our overall message of comfort, our desire is to create “A More Comfortable World” with initiatives focused on our employees, our customers and our planet. Perhaps most telling, at Lands’ End the human resources department has been named “Employee Services” since its early days. This reinforces the message of our founder, Gary Comer “The really important thing that makes Lands’ End what it has become is people. You, me, everyone around us. It is what we do as people that makes this a great place to come to work”.

We employ approximately 5,000 employees: approximately 4,000 employees in the United States and approximately 1,000 employees outside the United States. This workforce consists of approximately 20% salaried employees, 40% hourly employees and 40% part-time employees. With the seasonal nature of the fourth quarter holiday shopping season in the retail industry, approximately 1,500 additional, seasonal, part-time employees are hired to support our call and distribution centers.

For an additional discussion about Human Capital, please see Part I, Item 1. Business “Human Capital Management” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2022.

Global Compliance Program

Lands’ End is committed to conducting business with a high standard of business ethics, a regard for human rights and in compliance with all applicable laws. Moreover, Lands’ End expects its vendors to maintain similar

standards in its entire supply chain, including but not limited to raw materials, fabric and trim suppliers, employee recruitment services as well as any secondary processing facilities whether owned, leased or contracted. The Global Compliance Program Requirements and the related processes, policies and procedures set forth certain basic and fundamental requirements that all domestic and international vendors must satisfy as a condition of doing business with Lands’ End. The requirements are developed based on local and national laws, International Labour Organization (ILO) conventions and benchmarked against industry protocols.

Attendance

The Board met five10 times during fiscal year 2018.2021. All of the directors attended over 75% of the total number of meetings of the Board and meetings of the committees on which they served. Our Corporate Governance Guidelines provide that directors are expected to attend the Annual Meetings of Stockholders.Stockholders, and typically all directors are in attendance.

Compensation Committee

Board Leadership Structure

We currently separate the roles of Chief Executive Officer and Chair of the Board. Our Chief Executive Officer is responsible for theday-to-day leadership and performance of the Company, while the Chair of the Board provides guidance to our Chief Executive OfficerandOfficer and senior management and sets the agenda for Board meetings and presides over our Board meetings. In carrying out her responsibilities, the Chair preserves the distinction

Board.Non-employee directors must meet this requirement by the third anniversary of that date unless, due to employment or legal restrictions, he or she is unable to acquire our common stock. As of February 1, 2019,January 28, 2022, allnon-employee directors were in compliance with this requirement, other than Ms. Mullen, who joined the Board

The Company may require any proposed nominee to furnish such other information as the Company may reasonably require to determine the eligibility of the nominee to serve as a director. The chairmanchair of any annual meeting or special meeting of stockholders may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedures. A stockholder’s complianceIn addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with these procedures will not require the Companyuniversal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than Lands’ End’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 10, 2023. Any decision to include information regarding a proposed nominee in the Company’s proxy solicitation materials.materials will be made in accordance with the Company’s Bylaws and applicable law.

COMPENSATION OF DIRECTORS

Our Director Compensation Policy provides for an annual cash retainer for serving as anon-employee director of the Company, for serving as chairBoard Chair, and for serving onas the chair or member of committees as follows:

In addition, the Director Compensation Policy provides that ournon-employee directors may elect annually to receive all or a portion of their retainer in the form of shares of Lands’ End common stock.Non-employee directors also receive an annual allowanceLands’ End gift card in the amount of $5,000 (which allowance has been increased to $10,000, for fiscal year 2019) for the purchase of Lands’ End merchandise, as well as a discount on the purchase of Lands’ End merchandise under a program available to all Lands’ End employees. Upon the approval on acase-by-case basis of the Nominating and Corporate Governance Committee, anon-employee director may participate in health care programs of the Company on a basis no less favorable than senior executives of the Company.

The following table shows information concerning the compensation paidearned in fiscal year 2018 to2021 by non-employee directors who served on the Board during fiscal year 2018.2021.

During fiscal year 2018,As Mr. Griffith wasis an employee of the Company, and, as such,he did not receive separate or additional compensation for his service as a director.director during fiscal year 2021. See “Executive Compensation” for information relating to the compensation paid to Mr. Griffith duringGriffith’s fiscal year 2018.2021 compensation.

BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON STOCK

The following table sets forth certain information regarding beneficial ownership of our common stock as of March 11, 201928, 2022 for (1) each person known to us to be the beneficial owner of more than 5% of our common stock; (2) each named executive officer; (3) each of our directors; and (4) all of our executive officers and directors as a group.

Restrictions related to Equity Transactions

Under the Company’s Insider Trading Policy, our employees and directors are prohibited from engaging in, among other things, short sale transactions and hedging transactions with respect to Company securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and private exchange funds. Our employees and directors also are prohibited from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan.

Stock Ownership Guidelines

As equity compensation is becoming an increasingly important part of our compensation philosophy, during fiscal year 2018 the Compensation Committee adopted stock ownership guidelines to ensure our senior executives accumulate and hold a meaningful level of Lands’ End stock, in order to establish commonality of interest with shareholders and to be aligned with best governance practices. The guidelines became effective July 31, 2018. The guidelines provide for the Chief Executive Officer to hold an amount of stock equal in value to four times base salary, Executive Vice Presidents to hold an amount of stock equal in value to two times base salary, and Senior Vice Presidents to hold an amount of stock equal in value to one times base salary. There is no prescribed time frame by which to accumulate the stock, however, until the guideline is met, executives are required to retain 50% of net after tax shares realized upon the vesting of equity awards. Directly and indirectly beneficially owned shares are counted toward meeting the requirement. Any unvested or unearned restricted stock units and unexercised stock options are not counted toward meeting the requirement.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

SummaryIntroduction

This Compensation Discussion and Analysis provides information to assist you in understanding the fiscal year 20182021 compensation of the executive officers identified in the Summary Compensation Table, whom we refer to as our “named executive officers.” Our named executive officers for fiscal year 2021 are:

At the outset of fiscal year 2021, Mr. Griffith served as Chief Executive Officer and HeadPresident, and Mr. Gooch served as Executive Vice President, Chief Financial Officer and Chief Operating Officer. In March 2021, Mr. Griffith transitioned the role of InternationalPresident to Mr. Gooch, and Mr. Gooch was promoted to President and retained his role as Chief Financial Officer. With a change of responsibilities in March 2021, Ms. Rasmusen became an executive officer.

Executive Summary — Impact of and Actions taken in Response to COVID-19 in Fiscal Year 2021

During 2021, the COVID-19 pandemic continued to impact the Company and our business. As a result, we continued to follow the practices that we developed during the initial response to the pandemic.

The Compensation Committee believes that management performed extremely well by exceeding financial targets and managing its operations, while navigating the COVID-19 pandemic in fiscal year 2021.

During fiscal year 2021, the COVID-19 pandemic impacted our distribution process, third-party manufacturing partners and logistics partners, including shipping delays due to port congestion, and closure of certain third-party manufacturing facilities and production lines. These disruptions resulted in later timing of fiscal year 2021 inventory receipts that caused, at times, lower inventory positions and higher than normal back orders, as manufacturing, transport and receipt of inbound product was delayed. In addition, due to the supply chain disruptions we experienced increased freight and distribution costs during the second half of fiscal year 2021.

Despite these challenges, our revenue increased 14.7% and Adjusted EBITDA increased 39%, compared with fiscal year 2020. In addition, although the operational and financial impact of these challenges were not foreseen when the fiscal year 2021 annual incentive plan and long-term incentive plan targets were set, no adjustment to the targets, for either the annual or long-term plans were made by the Compensation Committee when evaluating fiscal year 2021 financial performance and achievement of goals.

At the same time, we managed the COVID-19 pandemic from a human capital and social perspective. Most corporate employees continued to work in a remote work model, while on-site distribution and call centers were fully staffed and operated with extra caution to minimize any spread of COVID-19, through screening, social distancing, masking protocols, and the administration of other protective measures. In early 2021, we converted our employee fitness center (which was underutilized due to a substantial number of employees working remotely, as well as local orders regarding the operation of fitness centers) into a COVID-19 vaccination clinic for use by the Iowa County Health Department.

Executive Compensation Philosophy and Objectives

The Compensation Committee believes that the Company’sour long-term success is directly related to itsour ability to attract, motivate and retain highly talented executives who are committed to our mission, results and cultural beliefs. The Compensation Committee has developed a compensation philosophy for our senior executives designed to pay-for-performance. Accordingly, the total compensation packages provided to our named executive officers generally include both annual and long-term incentive opportunities that are linked to performance measures or are otherwise “at risk” due to market fluctuations and potential for forfeiture. For fiscal year 2018, 67%, on average,2021, approximately 77% of our CEO’s target compensation was considered at-risk, and 66% of our other named executive officers’ target compensation was consideredat-risk based on financial performance measures or the possibility of forfeiture.

Our compensation packages are designed in large measure to motivate and encourage executives to drive performance and achieve superior results for the Company and its stockholders. They also reflect other important considerations, such as the value of the position in the marketplace, levels of job responsibility, individual performance and the need to attract and retain top executive talent. The Compensation Committee grants equity- based incentives to align management’s and stockholders’ interests. While the Compensation Committee seeks to

compensation was annual in nature, while 55% of our CEO’s target compensation and 40% of our other named executive officers’ target compensation was annuallong-term in nature, while 42% took the form of long-term incentives.nature.

How Elements Are Used to Achieve Our Compensation Objectives

The Compensation Committee believes that a fair and effective way to motivate executives to produce superior results for stockholders is to increase the proportion of an executive’s total compensation that is performance-based or otherwise at risk,“at risk”, including equity compensation, asrelative to the executive’s ability to achieveinfluence those results increases.results. Additionally, the Compensation Committee believes that the value of incentive compensation should depend upon the performance of the Company in a givenspecified performance or vesting period. Under Lands’ End’sour incentive compensation structure, the highest amount of compensation can be achieved through consistent superior performance over sustained periods of time.successive time periods. This approach is designed to provide an incentive to manage Lands’ Endincentives for the long term,managing long-term growth, while minimizing short-term excessive risk taking in the short term.taking.

During fiscal year 2018,2021, the Compensation Committee sought to achieve the objectives of our compensation program for our named executive officers through the grant of annual and long-term incentive awards. The fiscal year 20182021 annual incentive awards for the named executive officers offered an opportunity to earn cash compensation based upon the achievement by Lands’ End of an adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) goal for fiscal year 2018.2021. The goal setting process is discussed below in “Fiscal Year 2021 Annual Incentive Opportunity”. In fiscal year 2021, the Compensation Committee also granted long-term time-based equity awards to the named executive officers, as well as the broader group of senior executives, that will vest following the completion of specified employmentover a three-year period, assuming continued service periods and long-term performance-based equity awards, which vest based uponon achievement of performancecumulative adjusted EBITDA and revenue goals for a three-year period.

Awards under the Lands’ End, Inc.Our target Annual Incentive Plan (As Amended and Restated) (“AIP”) awards and of long- termour long-term incentives are established based on a percentage of base salary. As the participating executive’s base salary is determined, in part, on his or her past performance, an award opportunity that is based on a multiple of that base salary also reflects, in part, his or her past performance.

Following the end of a performance period, the Compensation Committee certifies the level of achievement against the applicable financial performance goals established under its annual and long-term performance-based incentive programs. In doing so, the Compensation Committeeprograms, but retains the ability to exercise positive or negative discretion to adjust payout in relation to theour annual and long-term performance-based incentive awards granted to Lands’ End executives; however, any exercise of discretion under the AIP may not result in an increase in the payments under existing awards intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”). With respect to its fiscal year 2018 compensation decisions, theperformance. The Compensation Committee did not exercise itsany such discretion to adjust performance targets or payout amounts under these incentive programsfor fiscal year 2021 payouts for any of the named executive officers.

Fiscal Year 20182021 Base Salaries

Base salaries are established at levels that generally reflect the past performance, experience, expected future contributions and responsibilities of the executive officer. The importance of the executive officer’s position, external pay data, market competitiveness and internal pay equity also are considered, as well as the extent of any promotions or other change in the executive’s responsibilities.

The following table sets forth the base salary which became effective during fiscal year 20182021 (on May 27, 2018)22, 2021) for each of the named executive officers, and the prior year base salary.salary:

Mr. Griffith’s base salary was unchanged in fiscal 2018, based on the Compensation Committee’s review of market data, which indicated that his base salary was near the median for the peer group. Mr. Gray received an interim base salary adjustment to $538,000, effective February 3, 2018. Mr. Gooch’s, Mr. Gray’s, Ms. Ritchie’s and Ms. Tsai’sThe named executive officers’ base salaries were each set based on a combination of factors considered by Mr. Griffith in recommending the base salaries of the other named executives, and by the Compensation Committee in approving all of the increases,base salaries (including Mr. Griffiths’), including an assessment of individual achievements, contributions to the performance of the Company, changes in responsibilities, and peer group, comparisons. Ms. Tsai’s base salary was further increased to $500,000 effective January 7, 2019, in connection with her promotion to the position of Chief Product Officer. Ms. Hong’s base salary was unchanged in fiscal 2018, as she commenced employment during the fourth quarter of fiscal 2017general industry and her compensation was set at that time.survey comparisons.

Fiscal Year 20182021 Performance Measures and Goals

Two typesAs we rely upon “at risk” compensation to motivate our executives, in addition to time-based equity awards, in 2021 we utilized two forms of performance-based awards: awards were made to the named executive officers in 2018—awardsbased on goals set for fiscal year 2021 under the AIP (“2021 AIP”) and performance-based restricted stock unitequity awards.

ForUnder the awards granted to named executive officers2021 AIP, we used, as in fiscal year 2018 under the AIP, performance goals based onpast years, an adjusted earnings before interest, taxes, depreciationEBITDA measure. (see discussion of this measure, and amortization (“EBITDA”how it differs from reported Adjusted EBITDA below, in “Fiscal Year 2021 Annual Incentive Opportunity”) measure. The adjusted EBITDA targets were approved byestablished in February 2021. When establishing the Compensation Committee.

In establishing performance goals for the 2021 AIP for fiscal year 2018 (together with the AIP, the “2018 AIP”) and also for the long-term performance-based equity awards granted in 2018,2021, the Compensation Committee considered such factors as fiscal year 20172020 financial results, overall fiscal year 20182021 financial goals, the Company’sour long-range plan, our competitive position, and market trends, as well as the general state of the economy and our business, and the Company’s business.continued uncertainty posed by COVID-19.

With respect to the long-term performance-based restricted stock unitequity awards, performance goals based on an adjusted EBITDA and revenue goals, which considered the factors cited above, were established by the Compensation Committeein February 2021 for the cumulative three-year period from fiscal year 20182021 through fiscal year 2020.2023.

Fiscal Year 20182021 Annual Incentive Opportunity

For the 20182021 AIP, the Compensation Committee approved an adjusted EBITDA performance measure (“20182021 AIP EBITDA”) and goals, which accounted for 100% of the annual incentive opportunity for our named executive officers. The 20182021 AIP EBITDA measure differs from “Adjusted EBITDA,EBITDA.” which is a key metric reported by the Company. Adjusted EBITDA is a key metric used by the Company’s management to measure business performance, in an effort to encourage growth and create increased stockholder value through the efficient use of

To determine 20182021 AIP EBITDA performance, the Companywe first computescalculate Adjusted EBITDA, which it defines as earnings before interest, taxes, depreciation and amortization for the performance period, computed as operating income appearing on the Company’sour statement of operations for the applicable reporting period, adjusted for depreciation, amortization, gains/(losses) on sales of assets and other items the Company determineswe determine affect the comparability of financial results from period to period. Then, in determining financial goal achievement relative to the 20182021 AIP EBITDA measure, the Compensation Committee is required to adjust either the performance target or actual Adjusted EBITDA results to reflect the following occurrences affecting the Companyour results during the performance period:

Opportunities under the AIP for the participating executives are generally established upon hire and reviewed when the Compensation Committee reviews annual compensation or at the time a compensation package for a participating executive is otherwise approved. The target award opportunity under the 2018 AIP was 100% of base salary for Mr. Griffith, 75% of base salary for Mr. Gooch, Mr. Grayapproved, and Ms. Hong and 50% of base salary for Ms. Ritchie and Ms. Tsai, which was based uponreflects the participating executive’s relative level of responsibility and potential to affect Lands’ Endour overall performance. The target award opportunity under the 2021 AIP was consistent with past practice and was set at 100% of base salary for Mr. Griffith, and 75% of base salary for the other named executive officers. Threshold, target and maximum levels of 20182021 AIP EBITDA were established. The 2018 AIP contemplated increasingestablished in February 2021.

Payout levels of payoutwere set at: threshold for performance at higher levels, with 50% payout relating to the threshold level, 100% payout relating to the target level, and 200% payout relating to the maximum level, with a sliding scale for actual performance between levels. If the threshold performance level was not attained, no bonus was to be paid.

The threshold level was set at the Company’s fiscal 2017 reported Adjusted EBITDA thefor fiscal year 2020, target level was set relative to the Company’sat our internal budgetplan, which had been established in February 2021, and goals, and the maximum level was set at an approximately 40%26% overachievement of the target level. Atarget. The following table summarizingsummarizes the plan design, metric, and performance levels, is set forth below:levels:

We achieved 2018 AIP EBITDA, calculated in accordance with and applying the adjustments required by the definition of 20182021 AIP EBITDA of $72.3approximately $120.9 million, resulting in a payout of 111%177% of target for each of the named executive officers.officers and all other AIP participants. Neither the Compensation Committee nor the Board exercised any discretion with respect to the bonuspayout amounts, which are set forth below.

As Ms. Hong departed the Company prior to the payout date, under the terms of the AIP she was not eligible to receive a payout.

Fiscal Year 20182021 Long-Term Compensation Opportunities

20182021 Long-Term Incentive Structure: 20182021 PRSU Awards and 20182021 RSU Awards

There were two components of the Company’sFor fiscal year 2021, our long-term incentive structure (“LTI”) established in fiscal year 2018:had two components: awards of performance-based restricted stock units (“PRSU”) (the “2018(each, a “PRSU” and the award, the “2021 PRSU Awards”) and awards of time-based restricted stock units (“RSU”) (the “2018(each, an “RSU” and the award, the “2021 RSU Awards”) under either the Lands’ End, Inc. 2014 Stock Plan (As Amended and Restated) and the Lands’ End, Inc.Restated 2017 Stock Plan (together, the “(the “2017 Stock Plans”Plan”).

ForIn March 2021, we announced organizational changes designed to advance our strategic growth plans and accelerate the pace of execution against our long-term goals. As part of these changes:

In recognition of the changes in responsibilities and as part of its annual compensation determinations based on market and industry data, the Compensation Committee increased the long-term incentive compensation (at target) for fiscal year 2018, the total LTI target award opportunity computed as a percentage of base salary was 220% for Mr. Griffith and 100%2021 for Mr. Gooch, Mr. Gray Ms. Ritchie and Ms. Hong,Rasmusen. In addition, after reviewing market and 75%industry data, the Compensation Committee increased Mr. Griffith’s and Ms. Tsai’s target LTI opportunities. The target incentive percentages for Ms. Tsai, with 50% of each officer’s LTI target opportunity awarded in the form ofnamed executive officers prior and after such changes, are as set forth on the 2018 PRSU Awards and 50% of each officer’s LTI target opportunity awarded in the form of the 2018 RSU Awards, based on grant date fair value.

and revenue (25% weighting) vesting conditions for the cumulative period comprised of fiscal years 20182021 through 2020,2023 and isare subject to continued employment.service. The 20182021 PRSU Awards will vest, if at all, when the Compensation Committee determines whether a requisite level of performance has been achieved. The determination is expected towill take place after the conclusion of the third year of the performance period. Each named executive officer may earn a number of PRSUs and be issued the related number of shares, based on the Company’s performance relative to the goals set prior toat the time the award being madewas approved in March 2018. February 2021. The Compensation Committee determined the performance measures and established threshold, target and maximum goals for 2021 PRSU EBITDA and revenue for the 2021 PRSU Awards.

The number of shares for the 20182021 PRSU Awards at target level of performance to each of the named executive officers, representing 50% of his or her LTI value on March 26, 2018,19, 2021 (using a value per share of $29.95, the closing price of the Common Stock on the date of the award), and the grant date fair value of the award (based on such closing price) was as set forth on the table below:

The Compensation Committee determined the performance measures and established threshold, target and maximum goals for each performance measure for the 2018 PRSU Awards. The opportunity to earn the PRSUs under the 2018 PRSU Awards is based on the achievement by the Company of two long-term performance metrics. These metrics are an adjusted EBITDA performance measure (“2018 PRSU EBITDA”) for the cumulative three-year period, weighted 75% and a Revenue performance measure for the cumulative three-year period, fiscal 2018 through fiscal 2020, weighed 25%. All performance goals were established at the beginning of the performance period.

The definition of 20182021 PRSU EBITDA is substantially the same as the definition of 20182021 AIP EBITDA (as indicated above). Revenue for the purposes of the 20182021 PRSU Awards, is revenue, as determined by GAAP, less revenue from retail operations and acquisitions.

GAAP. Under the 20182021 PRSU Awards, a threshold level of performance for a goal will generate a payout at 50% of the 2018 PRSU Awards’2021 Target Shares, a target level of performance will generate a payout at 100% of the2021 Target Shares and a maximum level of performance will result in a payout at 200% of the2021 Target Shares. The payout percentage between each of threshold and target payout and between target and maximum payout is based on straight-line (linear) interpolations. Each metric is considered independently, and payout for that metric will be weighted according to the weighting associated with the metric. A table summarizing the plan design for the 20182021 PRSU Awards is set forth below:

AsSince the levels of achievement for the metrics are based on a three-year cumulative amount, fiscal 2018year 2021 performance, alone, did not trigger any achievement. The Compensation Committee and management believes that the Company’s results for fiscal 2018 are in line with the three-year target level of performance and is accruing for these awards at the target level of performance in its financial statements.

closing price of our common stock on the award date was $29.95. Accordingly, the number of shares for the 2021 RSU Awards made to each of the named executive officers, representingand the grant date fair value of the award (based on such closing price), was as set forth on the table below:

Prior Performance-Based Awards Providing Fiscal Year 2021 Compensation

2019 PRSU Awards

In fiscal 2019, our LTI included performance-based restricted stock unit awards (“2019 PRSU Awards”) for a number of shares of Common Stock (the “2019 Target Shares”). Each PRSU represented a contingent right to receive one share of our common stock upon satisfaction of a cumulative adjusted EBITDA measure (“2019 PRSU EBITDA”) weighted 75% and cumulative revenue, weighted 25%, each based on a cumulative three-year period, fiscal year 2019 through fiscal year 2021 and subject to continued employment. Both performance goals were established in February 2019 and were not adjusted for the impact of COVID-19.

The definition of 2019 PRSU EBITDA was substantially the same as the definition of 2021 AIP EBITDA (as indicated above). Revenue for the purposes of the 2019 PRSU Awards, was revenue, as determined by GAAP. Under the 2019 PRSU Awards, a threshold level of performance for a goal would generate a payout at 50% of his or her LTI valuethe 2019 Target Shares, a target level of performance would generate a payout at 100% of the 2019 Target Shares and a maximum level of performance would result in a payout at 200% of the 2019 Target Shares. The payout percentage between each of threshold and target payout and between target and maximum payout was based on straight-line (linear) interpolations. Each metric was considered independently, and payout for that metric was weighted according to the weighting associated with the metric. A table summarizing the plan design for the 2019 PRSU Awards is set forth below:

Actual results for the cumulative performance period, calculated in accordance with the 2019 PRSU Awards and as certified by the Compensation Committee on March 26, 2018, was24, 2022 were 2019 PRSU EBITDA of $288 million and Revenue of $4.51 billion, yielding a payout of 118% of the 2019 Target Shares. The Committee did not adjust the performance goals or exercise any discretion in determining the payout for the 2019 PRSU Awards.

The number of shares of Common Stock issued to each of the named executive officers upon vesting of the 2019 PRSU Awards on March 24, 2022 is as set forth on the table below:

Prior Performance-Based Awards Providing Fiscal Year 2018 Compensation Opportunities

Awards under the Company’s Long Term Incentive Plan, as it related to fiscal year 2017 (the “2017 LTIP”) represent the right to receive cash or, at the discretion of the Compensation Committee, shares of the Company’s common stock in lieu of cash, or a combination of cash and shares, upon the achievement of certain performance goals for each year in a three-year period and for the cumulative period. The performance period for the 2017 LTIP is fiscal years 2017 through 2019. The Compensation Committee determined the performance measure and threshold, target and maximum goals for the performance measure under the 2017 LTIP. Opportunities for participants under the 2017 LTIP related to 2018 are based on an adjusted EBITDA performance measure (“2017 LTIP EBITDA”), with specific independent target opportunities for each fiscal year (with each year representing 25% of the target opportunity) as well as the three-year cumulative period (representing 25% of the target opportunity). The definition of 2017 LTIP EBITDA is substantially similar to the definition of 2018 AIP EBITDA set forth above. All performance goals were established at the beginning of the performance period.

Under the 2017 LTIP, each of the named executive officers (other than Ms. Hong, who did not participate in the 2017 LTIP due to the commencement of her employment in the fourth quarter of fiscal 2017) received a target level award, denominated in cash, as follows:

Under the 2017 LTIP, a threshold level of performance will generate a payout at 10% of the 2017 LTIP target opportunity and a target level of performance will generate a payout at 100% of the 2017 LTIP target opportunity subject to that goal. The maximum incentive opportunity under the 2017 LTIP is 200% of the participant’s target award amount. The payout percentage between each of threshold and target payout and

obligations under such award or fails to provide the participant with a substantially equivalent award, or (2) the participant’s employment is terminated within 18 months following the Change in Control on account of a termination by the Company (or any acquiring entity) for any reason other than Cause or on account of a participant’s resignation for Good Reason (each as defined in the 2017 Stock Plans)Plan). This type of treatment of equity following a Change in Control is referred to as a “double trigger”change-in-control provision and is intended to provide the participant with reasonable assurance regarding previously awarded compensation in the event of a Change in Control and subsequent termination of employment.

Our Competitive Pay Practices

The Committee believes that, in order to retain valuable executives and attract qualified candidates, we must offer executive compensation arrangements that include components that are set at levels that candidates would view favorably when considering alternative employment opportunities. In making compensation decisions, we takes many factors into account, including competitive considerations; the responsibilities, impact and importance of the individual’s position within the Company; individual performance; the individual’s expected future contributions to the Company; the individual’s historical compensation; the performance of the Company overall; retention risk; tenure in position; internal pay equity; and the effect on our general and administrative expenses. The Committee also takes into account compensation and market data, which data primarily focuses on apparel retail companies and other related industries.

In connection with the actions taken by the Compensation Committee in fiscal year 2021 for the named executive officers, the Compensation Committee reviewed publicly available compensation data of a peer group of companies that was determined with assistance from Frederic W. Cook & Co., Inc. (“FW Cook”), the Compensation Committee’s independent compensation consultant, supplemented by survey data, when relevant public data were not available. The Compensation Committee used available information and monitored actions taken by the peer group companies to evaluate market trends and to assess the long-term incentive design aspects and overall competitiveness of our executive compensation programs. While the Compensation Committee did not seek to establish any specific element of compensation or total compensation at or within a prescribed range relative to the peer group of companies, it generally considers compensation arrangements to be competitive if they fall within a range of 15% above or below a market median.

In making its fiscal year 2021 compensation decisions, the Compensation Committee considered compensation data from the 17 peer companies set forth below (the “2021 Peer Group”), comprised primarily of apparel retail companies and those in related industries. In comparing the relative size of the Company to the peer group median, our revenue was at approximately the median and market capitalization was at approximately the 25th percentile.

The Committee typically reviews the composition of its peer group annually. The Committee believes that limited year-over-year change allows the Company to use a peer group that provides familiar market information and facilitates managing compensation levels and program design on a multi-year basis. Following a peer group

review that was undertaken in September 2020 for setting 2021 compensation, and at the recommendation of FW Cook, the 2021 Peer Group remained substantially consistent with the peer group used for setting fiscal year 2020 compensation, with the removal of two companies, RTW Retailwinds, Inc. and Tailored Brands, Inc., each of which had filed for Chapter 11 bankruptcy during 2020.

At our 2021 annual meeting of stockholders, approximately 94% of the votes cast supported our advisory resolution on the compensation of our executive officers named in the proxy statement for the meeting. The Compensation Committee reviewed these results and viewed them as an indicator of stockholder support for the compensation program and did not make any changes to the compensation program design for fiscal year 2021 in response to the stockholder vote outcome.

Stock Ownership Guidelines

As equity compensation has become an increasingly important part of our compensation philosophy, during fiscal year 2018 the Compensation Committee adopted stock ownership guidelines to ensure our senior executives accumulate and hold a meaningful level of Lands’ End stock, in order to establish commonality of interest with stockholders and to be aligned with best governance practices. The guidelines became effective July 31, 2018. The guidelines provide for the Chief Executive Officer to hold an amount of stock equal in value to four times base salary, the President to hold an amount of stock equal to three times base salary (which requirement was adopted during fiscal year 2021, following Mr. Gooch’s promotion to the role of President), Executive Vice Presidents to hold an amount of stock equal in value to two times base salary, and Senior Vice Presidents to hold an amount of stock equal in value to one times base salary. There is no prescribed time frame by which to accumulate the stock, however, until the guideline is met, executives are required to retain 50% of net after tax shares realized upon the vesting of equity awards. Directly and indirectly beneficially owned shares are counted toward meeting the requirement. Any unvested or unearned restricted stock units and unexercised stock options are not counted toward meeting the requirement.

Compensation Risk Assessment

We conduct an annual compensation risk assessment, and have concluded that our compensation policies and practices were not reasonably likely to have a material adverse effect on us or our business. In reaching this determination, we reviewed our compensation plans, the types of awards, the risks associated with the plan designs and opportunity for metric manipulation. Factor mitigating risks identified, included:

Executive Compensation Recovery Provisions

Lands’ End’s AnnualOur AIP, the Long-Term Incentive Plan,Program (as Amended and Restated), the 2014 Stock Plan (as Amended and Restated) and the 2017 Stock Plan contain executive compensation recovery provisions. The relevant provisions provide that Lands’ End may seek reimbursement

provisions provide that we may seek reimbursement from participating executives if Lands’ End’sour financial statements or approved financial measures are subject to restatement due to error or misconduct, to the extent permitted by law.

Accounting Treatment and Deductibility of Executive Compensation

Section 162(m) of the Code, limits the deductibility ofIn reviewing our compensation in excess of $1 million paid to certain named executive officers in any calendar year. Under the tax rules in effect before 2018, compensation that qualified as “performance-based” under Section 162(m) was deductible without regard to this $1 million limit. However, the U.S. Tax Cuts and Jobs Act of 2017 (the “TCJA”) eliminated this performance-based compensation exception effective January 1, 2018, subject to a special rule that “grandfathers” certain awards and arrangements that were in effect on or before November 2, 2017. As a result, compensation thatprograms, the Compensation Committee structured in 2017 withconsiders both the intent of qualifying as performance-based compensation under Section 162(m) that is paid on or after January 1, 2018 may not be fully deductible, depending onaccounting treatment and the application of the special grandfather rules. Moreover, from and after January 1, 2018, compensation awarded in excess of $1 million to our named executive officers generally is not deductible. While the TCJA limits thetax deductibility of compensation paid to the named executive officers, such limitations will not have a material impact on the Company’s executive compensation program. Our Compensation Committee may, among other things, determine that failing to meet its objectivescompensation. However, in order to attract, retain, and motivate senior executives creates more risk for the Company than the financial impact of losing theit is likely that we will pay compensation that is not tax deduction.deductible or may create an adverse accounting charge. Our Compensation Committee will continue to structure our compensation program in the best long-term interests of our shareholders,stockholders, with the accounting treatment and the tax deductibility of compensation being one ofamong a variety of considerations taken into account.

Compensation Committee Role in Executive Compensation Decisions

The Compensation Committee is appointed by the Board to fulfill the Board’s responsibilities relating to the compensation of our Chief Executive Officer and our other senior executives.executives reporting to the CEO and equity awards for other Section 16 officers. The Compensation Committee has overall responsibility for approving and evaluating all compensation plans and our policies and programs as they affect the Company’sour senior executives. For additional information regarding the role of our Compensation Committee, see “Corporate Governance—Committees of the Board—Compensation Committee.” In fulfilling its responsibilities, the Compensation Committee may retain compensation consultants to assist in structuring and evaluating executive compensation. The Compensation Committee has the sole authority to retain and terminate all compensation consultants and has the sole authority to approve the consultant’s fees and the terms and conditions of the consultant’s retention. The Compensation Committee also has authority to obtain advice and assistance from internal and external legal, accounting, and other advisors.

Role of Consultants, Advisors, and Management in Executive Compensation Decisions

The Compensation Committee has retained F.W.FW Cook as its independent compensation consultant. F.W.FW Cook reports directly to the Compensation Committee and the Compensation Committee has the sole authority to retain or dismiss the consultant.

F.W.FW Cook is expected to assistassists the Compensation Committee and workworks on its behalf on matters related to the Compensation Committee’s purposes and responsibilities as set forth in the Compensation Committee charter. F.W.FW Cook periodically advises the Compensation Committee as to trends in executive compensation and also provides specialized studies or advice as requested with respect to executive compensation issues. In fiscal year 2018, F.W.2021, FW Cook conducted a competitive compensation review of our senior executives, conducted a review of the Company’s peer group, provided an update of compensation trends and regulatory developments, analyzed the Company’sour use of various compensation elements, provided assistance with the review and design of the Company’sour incentive compensation programs, and assisted in the preparation of the Company’sour public filings with regard to executive compensation. Representatives of F.W.FW Cook attend Compensation Committee meetings in person or by telephone as requested, and during fiscal year 2018,2021, regularly attended Compensation Committee meetings.

Compensation Committee Report

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management of the Company. Based on the review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’sour Annual Report on Form10-K for the fiscal year ended February 1, 2019January 28, 2022 and in this Proxy Statement.

Compensation Committee

Robert Galvin, Chair

Elizabeth Leykum

Josephine Linden

Compensation Committee Interlocks and Insider Participation

During fiscal year 2018,2021, none of the members of the Compensation Committee was or is a current or former officer or employee of the Company, and noCompany. No executive officer of the Company served or serves on the compensation committee (or other board committee performing equivalent functions) or on the board of directors of any company that employed or employs any member of the Compensation Committee. In addition, no executive officer of the Company servedCommittee or serves on the compensation committee (or other board committee performing equivalent functionsany entity that has or in the absence of any such committee, the entire board of directors) of any companyhas had one of whoseor more executive officers serveswho served on our Board.Board during fiscal year 2021.

Summary Compensation Table

The following table sets forth information concerning the total compensation paid to each person who served asour principal executive officer orand our principal financial officer of the Company during fiscal year 2018,2021, and our three other most highly compensated executive officers for fiscal year 20182021 who were executive officers at the end of the fiscal year, and one additional individual who would have been one of the three other most highly compensated executive officers but for the fact she was not serving as an executive officer at the end of the fiscal year (collectively, the “named executive officers”). Total compensation for the 2017 and 2016 fiscal years is provided only if such person was a named executive officer in either of those years.

Grants of Plan-Based Awards

The following table sets forth the awards granted to our named executive officers in fiscal year 20182021 under the Company’sour incentive plans.