UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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

Check the appropriate box:

Express, Inc.

(Name of Registrant as Specified In Its Charter)

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

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Notice of

20202021

Annual Meeting

of StockholdersShareholders

TheDear Fellow Shareholders,

2020 was an unusual and difficult year due to the enormous impact of COVID-19 on the fashion retail industry.

When the onset of the pandemic forced the closure of our stores and offices, the EXPRESSway Forward strategy had just launched, and the work to restore the relevance of the brand and the health of the business had just begun.

Our CEO, Tim Baxter, had assembled a leadership team comprised of skilled and seasoned executives, each one with strong subject matter expertise and a proven track record for delivering results. Throughout 2020, these leaders worked together to implement significant changes within each one of the four foundational pillars of the EXPRESSway Forward strategy and kept a sharp focus on the Company’s most important initiatives, while also taking decisive and appropriate actions to mitigate risk and protect liquidity.

While the Company’s performance last year is certainly not indicative of its underlying strength or future potential, the Board has spentis confident that the transformational work already underway positions Express to achieve long term, profitable growth and deliver shareholder value in 2021 and beyond.

Earlier this year, we attracted a considerable amountnumber of time with Tim,new investors to Express. We appreciate your belief in our transformation, support for our business and interest in our Company, and we have complete confidence in his leadership. Heremain committed to creating and the Executive Team have accomplished a great deal in a relatively short perioddelivering long term value for all of time, put a sound strategy in motion and taken what we feel are the correct and necessary steps throughout this crisis.our shareholders.

We believe in the bright future of Express, our strategy and our team. We hope you and your loved ones are safe and healthy,will join us at our annual meeting to be held virtually on Wednesday, June 9th, 2021, at 8:30 am EDT, and we thank youask for your continued belief and support.voting support at the meeting for the items detailed in this proxy statement.

Sincerely,

Mylle H. Mangum, Board Chair

Chairman of the BoardApril 30, 2021

May 1, 2020

Notice of

20202021 Annual Meeting of StockholdersShareholders

This proxy statement is issued in connection with the solicitation of proxies by the Board of Directors of Express, Inc. for use at the 20202021 Annual Meeting of Stockholders,Shareholders, which is to be held virtually via live webcast, and at any adjournment or postponement thereof. On or about May 1, 2020,April 30, 2021, we will begin distributing print or electronic materials regarding the virtual annual meeting to each stockholdershareholder entitled to vote at the virtual meeting. Shares represented by a properly executed proxy will be voted in accordance with instructions provided by the stockholder.shareholder.

By Order of the Board of Directors,

Melinda R. McAfeeRaanan Lefkovitz

Senior Vice President, General Counsel and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of StockholdersShareholders to be held on June 10, 2020:9, 2021: this Notice of Annual Meeting and Proxy Statement and our 20192020 Annual Report are available in the investor relations section of our website at www.express.com/investor. Additionally, and in accordance with the Securities and Exchange Commission (“SEC”) rules, you may access our proxy materials at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site.

Table of Contents

Proxy Statement Summary Information

The Board of Directors (the “Board”) of Express, Inc. (the “Company”) is soliciting your proxy to vote at the Company’s 20202021 Annual Meeting of StockholdersShareholders (the “Annual Meeting”), or at any adjournment or postponement of the Annual Meeting. To assist you in your review of this proxy statement, we have provided a summary of certain information relating to the items to be voted on at the Annual Meeting in this section. For additional information about these topics, please review this proxy statement in full and the Company’s Annual Report on Form 10-K for 20192020 which was filed with the SEC on March 17, 202025, 2021 (the “Annual Report”).

Who We Are

Express is a modern, versatile, dual gender apparel and accessories brand that helps people get dressed for every day and any occasion. We believe that style, quality and value should all be found in one place, and our Express Edit philosophy ensures that everything we design is smart and beautiful. Our fiscal year ends onbrand purpose is to create confidence and inspire self-expression. We operate over 500 retail and factory outlet stores in the Saturday closestUnited States and Puerto Rico, as well as an online store.

What We Achieved

Despite the many challenges and impacts of COVID-19, we took a number of decisive actions to January 31. Fiscal yearsprotect our balance sheet. As a result, we are referredwell positioned in 2021 to by the calendar year in which the fiscal year commences. All references herein to “2019”, “2018”, and “2017” refer to the 52-week period ended February 1, 2020, February 2, 2019, and the 53-week period ended February 3, 2018, respectively. Comparable sales for 2019 was calculated based upon the 52-week period ended February 1, 2020 compared to the 52-week period ended February 2, 2019.

In this proxy statement, we refer to adjusted operating (loss)/income and adjusted diluted earnings per share (“Adjusted EPS”), which are financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Please refer to Appendix A to this proxy statement for more information on adjusted operating (loss)/income and Adjusted EPS, and a reconciliation of such measures to reported operating (loss)/income and diluted earnings per share (“EPS”), respectively, which are their most directly comparable GAAP measures.

2019 Leadership Transformation

In 2019, we made significant organizational changes that we believe will return the business to growth. Oneadvance our transformation across each one of our key accomplishments was the hiring of Timothy Baxter as our new Chief Executive Officer effective June 17, 2019, which followed a transition period where, in line with our succession planning process, Matthew Moellering, our then Executive Vice President and Chief Operating Officer, served as interim Chief Executive Officer and interim President from January 2019 until Mr. Baxter’s appointment in June.  

One of Mr. Baxter’s first priorities as Chief Executive Officer was to put the right leadership team into place. During the first months of his tenure, Mr. Baxter appointed a new Executive Vice President and Chief Merchandising Officer – Malissa Akay; along with a new Executive Vice President and Chief Marketing Officer – Sara Tervo.  Mr. Baxter also promoted Matthew Moellering to President and Chief Operating Officer and Perry Pericleous continues to serve as Senior Vice President and Chief Financial Officer. With a new executive leadership team in place, in January 2020, Mr. Baxter launched a new corporate strategy designed to build a strong and profitable future for Express.

Strategic Transformation for 2020 and Beyond

At our investor event in January 2020, we announced our new corporate strategy focused on Product,four strategic pillars (Product, Brand, Customer, and Execution, which is intended to return the Company to long-term profitable growth. Across these focus areas we are determined to:Execution).

At the same time, we announced approximately $80 million in cost reduction opportunities and a fleet rationalization plan to close approximately 100 stores. For additional information regarding our new corporate strategy, please refer to our Annual Report.

2019 Business Performance

Key Financial Results

Refer to Appendix A for more information on adjustments made to operating incomeloss, EPS, and EPS.EBITDA.  

Liquidity Highlights

Proxy Statement Summary Information

Proposals to be Voted on and Voting Recommendations

20192020 Named Executive Officers

The Compensation Discussion and Analysis included in this proxy statement focuses on the compensation of our named executive officers (our “NEOs”) for 2019,2020, who are listed below:

Director Nominees

The following table provides summary information about our Class II director nominees. The Class II directors will be elected to each serve a three-year term that will expire at the Company’s 2024 annual meeting of shareholders.

Proxy Statement Summary Information

20192020 Compensation Highlights

Our executive compensation program isfor 2020 was designed to strongly align executive compensation with the Company’s financial performance. In 2019:2020:

Proxy Statement Summary Information

2020 CEO Target Total Direct Compensation (“TDC”) Versus Summary Compensation Table TDC⁽¹⁾

The table below shows the annual target total direct compensation package for our new CEO as compared to Mr. Baxter, was basedBaxter’s 2020 annual total direct compensation as disclosed in the Summary Compensation Table on a competitive compensation analysis of CEO pay levels at our peer group and established between the 25th percentile and median level of our peer group.page 49.

Actual Realizable(1) Total Direct Compensation

In previous years we have separately shown three-year CEO Realizable Pay to highlight our executive is made up of base salary, short-term incentives, and long-term incentives, and excludes all other compensation program’s strong pay for performance alignment. While CEO Realizable Pay may be useful to showset forth in the future, it is not representative for 2019, both because Mr. Baxter received one-time make-whole awards to compensate him for forfeited benefits at his former employerSummary Compensation Table on page 49.

Alignment Between Executive Compensation Program and the fact that his 2019 short-term incentive compensation bonus was guaranteed to reflect his limited impact on the 2019 performance periods. Company Performance

The alignment between our executive compensation program and the Company’s financial performance is better shown byset forth in the table below, which shows how our compensation program paid out or is tracking to pay out for our continuing NEOs and other executives at the end of 2019.2020. In addition to the payout information shown below, long-term performance-based awards granted to our executives in each of 2016 and 2017 have also not paid out.

(1) As discussed further in “Executive Compensation—What We Pay And Why: Elements of Compensation—Performance-Based Incentives—Long-Term Incentives—2020 Modifications to Long-Term Incentive Program” on page 38, due to the significant disruption caused by the COVID-19 pandemic on the Company’s business operations, as well as its adverse impact on consumer confidence and demand, the Committee delayed setting performance targets for the 2020 long-term performance awards until February 2021. Therefore, while such 2020 awards remain subject to a three-year vesting period, they are subject to a two-year performance period instead of a three-year performance period.

For more information on our short-term cash incentive program, refer to “Executive Compensation—Compensation Discussion and Analysis—What We Pay And Why: Elements of Compensation—Performance-Based Incentives—Short-Term Incentives” beginning on page 36.35. For information on our long-term incentive program, see “Executive Compensation—Compensation Discussion and Analysis—What We Pay And Why: Elements of Compensation—Performance-Based Incentives—Long-Term Incentives” beginning on page 39.38.

Proxy Statement Summary Information

EXECUTIVE COMPENSATION OBJECTIVES AND PRACTICES

Governance Highlights

Proxy Statement Summary Information

Proposals to be Voted on and Voting Recommendations

Proxy Statement Summary Information

Director Nominees

The following table provides summary information about our Class I director nominees. The Class I directors will be elected to each serve a three-year term that will expire at the Company’s 2023 annual meeting of stockholders.

Forward-Looking Statements and Other Information

This proxy statement, including the “Letter to our Stockholders from the Board of Directors,Shareholders,” contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that does not directly relate to any historical or current fact and are based on current expectations and assumptions, which may not prove to be accurate. Forward-looking statements are not guarantees and are subject to risks, uncertainties, changes in circumstances that are difficult to predict, and significant contingencies, many of which are beyond the Company’s control. Many factors could cause actual results to differ materially and adversely from these forward-looking statements, including those set forth in Item 1A of the Company’ s Annual Report on Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events, or otherwise, except as required by law.

Our fiscal year ends on the Saturday closest to January 31. Fiscal years are referred to by the calendar year in which the fiscal year commences. All references herein to “2020”, “2019”, and “2018” refer to the 52-week period ended January 30, 2021, February 1, 2020, and February 2, 2019, respectively.

In this proxy statement, we refer to adjusted operating loss, adjusted diluted earnings per share (“Adjusted EPS”), and earnings before interest, taxes, depreciation, and amortization, and excluding the impact of non-core operating items (“Adjusted EBITDA”) which are financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Please refer to Appendix A to this proxy statement for more information on adjusted operating loss, Adjusted EPS, and Adjusted EBITDA, and a reconciliation of such measures to reported operating loss, diluted earnings per share (“EPS”), and net income, respectively, which are their most directly comparable GAAP measures.

Election of Class III Directors

(Proposal No. 1)

The Board and its Compensation and Governance Committee are committed to ensuring that the Board possesses the right diversity of backgrounds, skills, experience, and perspectives to constitute an effective Board. The Board currently consists of eight members and is divided into three classes of directors, with three Class I directors, two Class II directors, and three Class III directors. The current term of our Class III directors expires at the Annual Meeting, while the terms for Class IIIII and Class IIII directors will expire at our 20212022 and 20222023 annual meetings of stockholders,shareholders, respectively.

Mr. Archbold, Mr. Baxter,Devine and Mr. SwinburnMs. Mangum currently serve as Class I directors. Mr. ArchboldII directors and Mr. Swinburn are each independent and Mr. Baxter serves as our Chief Executive Officer.independent. Upon the recommendation of the Compensation and Governance Committee, the Board has nominated Mr. Archbold, Mr. Baxter,Devine and Mr. SwinburnMs. Mangum for re-election as Class III directors, to each serve three-year terms expiring at the 20232024 annual meeting of stockholders.shareholders. Mr. ArchboldDevine and Mr. SwinburnMs. Mangum have each served as directors since 2010 and were each elected to serve a director since 2012 and Mr. Baxter joined the Board in June 2019 in connection with his appointment to Chief Executive Officerthree-year term most recently at our 2018 annual meeting of the Company.shareholders.

Mr. Archbold, Mr. BaxterDevine and Mr. SwinburnMs. Mangum have consented to serve if elected. If re-elected, each of Mr. Archbold, Mr. Baxter,Devine and Mr. SwinburnMs. Mangum will hold office until histheir respective successor has been duly elected and qualified or until histheir earlier resignation or removal. If Mr. Archbold, Mr. Baxter,Devine or Mr. SwinburnMs. Mangum becomes unavailable to serve as a director, the Board may either designate a substitute nominee or reduce the number of directors. If the Board designates a substitute nominee, the persons named as proxies will vote for the substitute nominee designated by the Board.

Information with respect to our Class III director nominees and our continuing Class III and Class III directors, including their recent employment or principal occupation, a summary of select qualifications, skills, and experience that led to the conclusion that they are qualified to serve as directors, the names of other public companies for which they currently serve as a director or have served as a director within the past five years, their period of service on the Board, and their ages as of April 20, 202019, 2021 (the “Record Date”) are provided in this section. The Board believes that our continuing directors, together with our director nominees, possess a complementary and diverse set of qualifications, skills, and experience to allow the Board to function at a high level and fulfill its responsibilities to our stockholders.shareholders. Please refer to “Corporate Governance—Board Composition” on page 1413 for other information about our Board, including a description of the qualifications, skills, and experience that the Board believes are important in order to effectively oversee the Company as it carries out its growth strategy and commitment to long-term value creation.

Election of Class lI Directors (Proposal No. 1)

Nominees for Class II Directors for Election at the 2021 Annual Meeting

MICHAEL F. DEVINE

MYLLE MANGUM

Election of Class IlI Directors (Proposal No. 1)

NomineesClass III Directors with Terms Continuing Until the 2022 Annual Meeting

TERRY DAVENPORT

KAREN LEEVER

Election of Class lI Directors (Proposal No. 1)

WINNIE PARK

Election of Class lI Directors (Proposal No. 1)

Class I Directors for Election atWith Terms Continuing Until the 20202023 Annual Meeting

MICHAEL ARCHBOLD

TIMOTHY BAXTERKAREN LEEVER

Election of Class lI Directors (Proposal No. 1)

WINNIE PARK

Election of Class I Directors (Proposal No. 1)

PETER SWINBURN

Election of Class IlI Directors (Proposal No. 1)

Class III Directors withWith Terms Continuing Until the 20212023 Annual Meeting

MICHAEL F. DEVINEARCHBOLD

MYLLE MANGUM

Election of Class I Directors (Proposal No. 1)

Class III Directors with Terms Continuing Until the 2022 Annual Meeting

TERRY DAVENPORT

KAREN LEEVER

Election of Class IlI Directors (Proposal No. 1)

WINNIE PARK

Election of Class lI Directors (Proposal No. 1)

Class I Directors With Terms Continuing Until the 2023 Annual Meeting

MICHAEL ARCHBOLD

TIMOTHY BAXTER

Election of Class lI Directors (Proposal No. 1)

PETER SWINBURN

Corporate Governance

Board Responsibilities

The Board is responsible for overseeing the affairs of the Company in order to generate sustainable long-term value for our stockholdersshareholders and does so through oversight of the Company’s (1) strategy and performance, (2) management, including succession planning, (3) risk management program, (4) compliance and corporate responsibility programs, and (5) other corporate governance practices, including stockholdershareholder engagement.

The Board believes that effective oversight is best achieved through (1) having the right combination of people on the Board, (2) an effective Board leadership and committee structure, and (3) effective Board practices. The Board continually reassesses the composition of the Board, the Board’s leadership and structure, and its governance practices and believes that the continuing directors, along with the director nominees, together have a complementary and diverse set of skills, backgrounds, experiences, and perspectives to constitute an effective Board; and furthermore, that the Board’s leadership and committee structure as well as its governance practices are effective. See “Board Composition” below and “Election of Class III Directors (Proposal No. 1)” on page 8 for more information about the composition of the Board; see “Board Leadership and Structure” on page 17 for more information about the Board’s leadership structure and its committees; and see “Board Practices” on page 21 for more information about the Board’s governance practices.

Board Composition

The Board and its Compensation and Governance Committee (in this “Corporate Governance” section, the “Committee”) are committed to ensuring that the Board possesses the right diversity of backgrounds, skills, experience, and perspectives to constitute an effective Board. The Committee is responsible for developing the criteria for, and reviewing periodically with the Board, the skills and characteristics of nominees, as well as the composition of the Board as a whole. These criteria include independence, diversity, age, skills, tenure, and experience in the context of the needs of the Board. The Committee also considers a number of other factors, including the ability to represent all stockholdersshareholders without a conflict of interest; the ability to work in and promote a productive environment; sufficient time and willingness to fulfill the substantial duties and responsibilities of a director; a high level of character and integrity; broad professional and leadership experience and skills necessary to effectively respond to complex issues encountered by a publicly-traded company; and the ability to apply sound and independent business judgment.

Corporate Governance

BOARD COMPETENCIES AND EXPERIENCE

The Board believes that it has the right mix of qualifications, skills, experience, and perspectives that allow it to fulfill its responsibilities, including overseeing management’s execution of the Company’s corporate strategy, which is designed to create long-term stockholdershareholder value. The information below shows how the Board’s collective qualifications, skills, and experience relate to the Company’s corporate strategy. For biographical information regarding each of our directors and their individual qualifications, skills, and experience see, “Election of Class III Directors (Proposal No. 1)” beginning on page 8.7.

Corporate Governance

BOARD DEMOGRAPHICS AND REFRESHMENT

As previously noted, in addition to ensuring that the Board collectively has a diverse set of competencies, experience, and perspectives, the Committee and Board also consider independence as well as diversity, age, and tenure. The charts below show certain demographic information about our Board as of April 20, 2020.19, 2021.

The Board does not believe it should establish term limits or age limits for service of directors because such limits may disadvantage the Company and the Board by causing loss of the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. In order to assure the appropriate balance between members with new and different perspectives and those with a deep understanding of the Company built up over many years, the Committee reviews a director’s continuation on the Board each time such director’s term of office expires. Therefore, in order to provide the Board with greater flexibility in managing Board continuity, knowledge, and skill base, the Board during 2019 amended the Corporate Governance Guidelines to remove the mandatory retirement age for directors. The Board believes that together these practices are effective at ensuring an appropriate balance between experience and a fresh perspective on the Board.

Corporate Governance

IDENTIFYING AND EVALUATING DIRECTOR CANDIDATES

The Committee is responsible for identifying, recruiting, and recommending candidates for the Board and is responsible for reviewing and evaluating any candidates recommended by stockholders.shareholders.

The following shows our nomination process for candidates to our Board:

The Committee considers all director candidates, including candidates proposed by stockholdersshareholders in accordance with our Bylaws, based on the same criteria. As noted above, the Committee may engage third party search firms to identify potential director nominees.

Board Leadership and Structure

LEADERSHIP STRUCTURE

Ms. Mangum has served as the Company’s independent Chairman since assuming the role at our 2016 Annual Meeting of Stockholders.Shareholders. The independent Chairman’s roles and responsibilities include: (1) establishing the Board agendas and schedules to confirm that appropriate topics are reviewed and sufficient time is allocated to each; (2) providing input to the CEO with respect to the information provided to the Board; (3) serving as a liaison between the independent directors and the CEO; (4) presiding at the executive sessions of independent directors; (5) facilitating communications and coordination of activities among the committees as appropriate; and (6) approving and coordinating the retention of advisors and consultants to the Board.

Our Corporate Governance Guidelines provide that the roles of Chairman and CEO may be separated or combined. The Board exercises its discretion in combining or separating these positions as it deems appropriate. The Board believes that the combination or separation of these positions should be considered as part of the succession planning process. In the event that the Chairman is not independent, the Board believes that it is beneficial for the independent directors to appoint an independent Lead Director. Currently, the Board believes that having an independent Chairman best serves the Board in its oversight role.

Corporate Governance

BOARD COMMITTEES

The Board has two standing committees: an Audit Committee and a Compensation and Governance Committee. The composition and leadership of these committees are shown in the table below. In the future, the Board may establish other committees, as it deems appropriate, to assist it with its responsibilities. The committees report to the Board as they deem appropriate and as the Board may request. Each standing committee operates under a charter that has been approved by the Board and each is comprised solely of independent directors.

AUDIT COMMITTEE

Audit Committee Responsibilities

The Audit Committee also prepares the Audit Committee Report that SEC rules require to be included in our annual proxy statement. This report is on page 6562 of this proxy statement.

Corporate Governance

Audit Committee Meetings

The Audit Committee met eight times in 2019.2020. The Audit Committee generally has eight regularly scheduled meetings per year and has an opportunity at each meeting to speak with the lead audit partner from the Company’s independent registered public accounting firm as well as the Company’s director of internal audit without any other members of management present. In addition, the Audit Committee Chair has regularly scheduled teleconferences with each of the Company’s Chief Financial Officer and the lead audit partner from the Company’s independent registered public accounting firm.

Audit Committee Practices

At the end of each quarter, the Audit Committee reviews and discusses with management and the Company’s independent registered public accounting firm the Company’s financial results, press releases concerning the Company’s financial performance and earnings estimates, any significant control deficiencies identified and steps management has taken or plans to take to remediate the deficiencies, significant estimates and proposed adjustments to the financial statements, reports to the Company’s ethics hotline, internal audit activities and reports, risk management activities, and the results of the independent registered public accounting firm’s review or audit of the Company’s financial statements, among other things.

Each year the Audit Committee evaluates the performance of the Company’s independent registered public accounting firm and considers whether it is in the best interests of the Company and its stockholdersshareholders to engage the firm for another year. As part of its evaluation, the Audit Committee considers the qualifications of the persons who will be staffed on the Company’s engagement, including the lead audit partner, quality of work, firm reputation, independence, fees, retail experience, and understanding of the Company’s financial reporting processes, policies, and procedures. The Audit Committee solicits feedback from management as part of its evaluation process.

Audit Committee Independence and Expertise

The Board has affirmatively determined that (1) each of our Audit Committee members meets the definition of “independent director” for purposes of serving on the Audit Committee under both Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the NYSE listing rules, and (2) each qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Audit Committee Charter

The Audit Committee Charter may be viewed on the “Corporate Governance” page in the Investor Relations section of our website at www.express.com/investor. We will also provide a copy of the charter in print without charge upon written request delivered via email to IR@express.com or by mail to Express, Inc. 1 Express Drive, Columbus, OH 43230, Attention: Investor Relations.

Corporate Governance

COMPENSATION AND GOVERNANCE COMMITTEE

Compensation and Governance Committee Responsibilities

The Compensation and Governance Committee also prepares the Compensation and Governance Committee Report that SEC rules require to be included in our annual proxy statement. This report is on page 48 of this proxy statement.

Compensation and Governance Committee Independence

The Board has affirmatively determined that each of our Compensation and Governance Committee members meets the definition of “independent director” for purposes of serving on the Compensation and Governance Committee under both Rule 10C-1 of the Exchange Act and the NYSE listing rules.

Compensation and Governance Committee Meetings

The Compensation and Governance Committee met nineseven times in 2019.2020. The Compensation and Governance Committee generally has six regularly scheduled meetings per year and has an opportunity at each meeting to speak with the Compensation and Governance Committee’s independent compensation consultant.

Compensation and Governance Committee Practices

See “Executive Compensation—Compensation Discussion & Analysis—Executive Compensation Practices” on page 45 for additional information about the Compensation and Governance Committee’s practices.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation and Governance Committee has been an officer or employee of the Company. No interlocking relationships exist between the members of the Board or Compensation and Governance Committee and the board of directors or compensation committee of any other company.

Corporate Governance

Compensation and Governance Committee Charter

The Compensation and Governance Committee Charter may be viewed on the “Corporate Governance” page in the Investor Relations section of our website at www.express.com/investor. We will also provide a copy of the charter in print without charge upon written request delivered via email to IR@express.com or by mail to Express, Inc. 1 Express Drive, Columbus, OH 43230, Attention: Investor Relations.

Board Practices

STRATEGY OVERSIGHT

The Board has deep experience in the area of strategy and business development, with much of that experience gained in the retail sector. At least once per year, the Board and management engage in an in-depth discussion and align on the Company’s corporate strategy which is designed to create long-term stockholdershareholder value and serves as the foundation upon which goals are established and decisions are made. Short and medium term objectives are developed to support achievement of the long-term strategy and the Board monitors management’s progress against such objectives.

RISK OVERSIGHT

MANAGEMENT OVERSIGHT AND SUCCESSION PLANNING

As part of its management oversight responsibilities, the Board assesses whether the Company has the management talent needed to successfully pursue the Company’s strategy, monitors management’s execution of the Company’s strategy, and provides advice to management as a strategic partner. The Board believes that open communications between the Board and management play a key role in effective oversight. Accordingly, in addition to formal meetings, individual directors and members of management engage in frequent dialogue concerning the Company in between meetings.

Corporate Governance

The Board is responsible for succession planning for the CEO position and for monitoring and advising on management’s succession planning for other executive officers and key contributors. The Board reviews and discusses succession plans for the CEO position and the Company’s other executive officers and key contributors at least once annually, usually as part of the annual talent review of the executive leadership and key contributors in the Company. As part of the annual talent review process, the CEO shares his or hertheir evaluation of the executive leadership in the business and makes recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals. Directors become familiar with potential successors for key management positions through various means, including annual talent reviews, presentations to the Board, and communications outside of meetings.

The Board followed its succession plan for the CEO position when it appointed Matthew Moellering, our then EVP and COO, to serve as Interim CEO and Interim President, until Mr. Baxter was appointed permanent CEO in June 2019.  

COMPLIANCE OVERSIGHT

The Board is committed to ensuring that the Board and the management team together cultivate a high-performing, collaborative corporate culture that emphasizes the importance of acting according to high ethical standards and in compliance with legal requirements. The Board receives a compliance update each quarter from the Company’s General Counsel who has day-to-day oversight responsibilities for the Company’s compliance program. On an annual basis, the Board reviews with management the Company’s top compliance risks based on an updated risk assessment, steps management is taking to reduce compliance risk, and key compliance initiatives for the upcoming year.  

CORPORATE AND SOCIAL RESPONSIBILITY

The Company’s reputation and commitment to corporateCorporate and social responsibility, includingwhich includes respect for our communities, the environment and human rights the environment, our communities, and associates, plays an important role ininfluences our ability to create long-term stockholdershareholder value. WhileThese matters of corporate responsibility are integrated within variouswere incorporated in Board discussions throughout the Board also dedicates specific time during each year to review and discuss the Company’s corporate responsibility program, including plans and progress against key initiatives.year.

As partTo extend the reach and impact of our commitment, we require that our product suppliers in our direct supply chain to follow strict ethical labor standards containedas outlined in our Supplier Code of Conduct. In addition, our associates volunteer thousands of hours each year to support their local communities.

Our corporate and social responsibility highlights during 20192020 include:

Community Involvement

We believe that giving back to the communities where our associates live and work is the right thing to do, and also supports our efforts to attract and retain the most talented and experienced associates.

To further fulfill our brand purpose we launched the Express Dream Big Project ("Dream Big") in 2020. This is an ongoing fundraising initiative created to champion organizations that empower people to believe in themselves and follow their dreams. This program is a way to unify and align our corporate philanthropy and associate giving in a way that is tightly connected to our brand purpose.

During the Fall, we partnered with the GoFundMe Small Business Relief Fund to encourage our customers and associates to help us raise money for entrepreneurs who’ve been hit hardest by COVID-19. We matched customer donations up to $50,000 on Small Business Saturday and Giving Tuesday. These efforts raised over $275,000 and helped more than 500 small businesses.

The first Dream Big partnership of 2021 was with the NAACP Empowerment Programs whose mission is to ensure the political, educational, social, and economic equality of rights of all persons and to eliminate racial hatred and discrimination.

We also identified Express Small Business Heroes - individuals we selected to receive a $10,000 grant to help their businesses: Solise White and Evita Colon of A Concrete Rose Book Bar, and Omar Tate and Cybille St. Aude-Tate of Honeysuckle Community Center.

A Concrete Rose Book Bar is a bookstore, community space and wine bar concept in Lancaster, PA that will champion Black artists and provide a place for gathering and a platform for creativity and self-expression. Honeysuckle Community Center in West Philadelphia is a community center and supper club dedicated to sharing Black culture through fine dining experiences. In addition to financial support, these Express Small Business Heroes were also featured in a dedicated advertising campaign to bring visibility to their businesses.

Corporate Governance

Diversity, Equity, and Inclusion

In the Spring of 2020, the Company revisited the subject of Diversity & Inclusion (“D&I”) at Express to ensure that our work here was aligned with our corporate strategy, brand purpose and values. We expanded the definition and scope of this work to Diversity, Equity & Inclusion ("DE&I") and made the following changes to reflect this expansion:

Initiatives and Training

The Company has increased content and programming around DE&I awareness and understanding among our corporate associates.

STOCKHOLDER SUSTAINABILITY

We believe that building best practice thinking on sustainability into our product and operations is important for many reasons, and has the potential to contribute to our goal of generating long-term value for our shareholders. The Company’s path to better sustainability practices began several years ago, and while we have certainly made progress, we still have more work to do.  We are committed to incorporating more sustainable practices across our organization and reporting on our progress along the way. 

Sustainability steps taken to date include:

We know that implementing more sustainability-focused practices across our organization will take time, but we are committed to doing what we can to promote the health and well-being of our planet.

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Corporate Governance

SHAREHOLDERENGAGEMENT

Our stockholders’shareholders’ views on corporate governance and executive compensation are important to us, and we value and utilize the feedback and insights that we receive. Each year, as part of our annual stockholdershareholder engagement cycle described below, we reach out to our largest stockholdersshareholders who collectively hold over a majority of the shares of our outstanding common stock, which generally includes approximately our 20 largest stockholders.shareholders. Our Chief Executive Officer, Chief Financial Officer, and Vice President of Investor Relations also routinely engage with stockholdersshareholders throughout the year outside of our annual stockholdershareholder engagement program. StockholdersShareholders may request meetings with management or directors by sending a written request to the Office of the Corporate Secretary at 1 Express Drive, Columbus, OH 43230 or via email to IR@express.com.

Corporate Governance

STOCKHOLDERSHAREHOLDER ENGAGEMENT CYCLE

The Board’s decision to approve a capital return program for our stockholders and the Company’s repurchase of approximately 16.4 million shares since late 2017 was based in part on feedback received from our stockholders. We also received feedback from several investors that helped to inform our current proposal in the prior year’s proxy statement for the approval of an amendment to the 2018 Plan to increase the number of shares available for grant. In addition, our newcurrent Chief Executive Officer’s ongoing compensation package closely followed the compensation package for our former Chief Executive Officer, which was originally designed based in part on feedback received from stockholdersshareholders on our executive compensation in prior years.

For more information regarding our 2019 stockholder2020 shareholder engagement efforts, see “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Practices—StockholderShareholder Engagement and Annual Advisory Vote on Executive Compensation” on page 46. For more information regarding our proposal for the approval of an amendment

SHAREHOLDER RIGHTS PLAN

On April 20, 2020, we adopted a limited duration shareholder rights plan (“Rights Plan”) in response to the 2018unprecedented impact of the COVID-19 pandemic on the Company, including the considerable decline in the Company’s stock price, the substantial increase in trading volume and market volatility, and the significant impact of the pandemic across the retail industry. The Board believes adopting the Rights Plan was in the best interests of all of the Company’s shareholders. The Rights Plan was not adopted in response to increaseany specific takeover bid or other proposal to acquire control of the number of shares available for grant, see “Approval of Amendment to the Amended and Restated Express, Inc. 2018 Incentive CompensationCompany. The Rights Plan to Increase the Number of Shares Available for Grant (Proposal No. 4)”expired on page 69.April 19, 2021, one year after it was adopted.

COMMUNICATIONS WITH THE BOARD

StockholdersShareholders and other interested parties may contact an individual director, including the independent Chairman, the Board as a group, or a specified Board committee or group, including the independent directors as a group, at the following address: Office of the Corporate Secretary, Express, Inc., 1 Express Drive, Columbus, OH 43230 Attn: Board of Directors. Any correspondence should clearly indicate whether the correspondence is intended for an individual director, the Board as a group, or a specified committee or group of directors.

All such reports or correspondence will be forwarded to the appropriate director or group of directors as indicated on the correspondence unless the correspondence is of a trivial nature, irrelevant to the Board’s responsibilities, or already addressed by the

Corporate Governance

Board. A report will be made to the Audit Committee of all communications to the Board, and all such correspondence is made available to all directors.

BOARD MEETINGS

The Board held a total of 1015 meetings all held in person and by telephone, during 2019.2020. Each director attended at least 75% of Board meetings held during the year, as well as at least 75% of meetings of the committees on which he or she served during 2019.2020. Directors are expected to attend our annual meetings of stockholders. Six of our seven then-currentshareholders. All directors attended our 20192020 annual meeting of stockholders.shareholders, which was held virtually via a live webcast.

The independent directors are given an opportunity to meet in executive session at each Board meeting and do so routinely.

Corporate Governance

CORPORATE GOVERNANCEGOVERNANCE PRINCIPLES

The Board has adopted policies and procedures to ensure effective governance of Express. Our Corporate Governance Guidelines may be viewed on the “Corporate Governance” page in the Investor Relations section of our website at www.express.com/investor. We will also provide the Corporate Governance Guidelines in print without charge upon request by telephone at (888) 423-2421, via email to IR@express.com, or via mail delivered to Express, Inc., 1 Express Drive, Columbus, OH 43230, Attention: Investor Relations.

The Compensation and Governance Committee reviews our Corporate Governance Guidelines from time to time as necessary, but no less than annually, and may propose modifications to the principles and other key governance practices from time to time for adoption by the Board. The Board most recently updated our Corporate Governance Guidelines in June 2019.2020.

DIRECTOR ELECTION STANDARDS

Our Bylaws and Corporate Governance Guidelines provide for a majority voting standard in uncontested director elections. Therefore, in uncontested director elections, a director nominee must receive more votes cast for than against his or hertheir election in order to be elected to the Board. The Board expects a director to tender his or hertheir resignation if he or she fails to receive the required number of votes for election or re-election.

The Company has a classified Board, with each class of directors serving 3-year terms. Our certificate of incorporation provides that, subject to any rights applicable to any then-outstanding preferred stock, the Board shall consist of such number of directors as is determined from time to time by resolution adopted by a majority of the total number of authorized directors, whether or not there are any vacancies in previously authorized directorships. Subject to any rights applicable to any then-outstanding preferred stock, any vacancies resulting from an increase in the size of the Board or otherwise must be filled by the directors then in office unless otherwise required by law or by a resolution passed by the Board. The term of office for each director will be until his or hertheir successor is elected at an annual meeting of stockholdersshareholders or his or hertheir death, resignation, or removal, whichever is earliest to occur. Any additional directorships resulting from an increase in the size of the Board will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors.

BOARD EVALUATIONS

The Board conducts a comprehensive annual self-evaluation to determine whether it and its committees are functioning effectively and to identify potential areas of improvement. The evaluation process includes written questionnaires and one-on-one interviews with each director. The Chairman shares a summary of the results with the full Board and action plans are created to address identified improvement opportunities.

OUTSIDE BOARD MEMBERSHIPS

Our Corporate Governance Guidelines provide that directors should not serve on more than four other public company boards. Directors are expected to advise the Chairman in advance of accepting an invitation to serve on another public company board or for-profit private company board and before accepting an assignment to any other public company’s audit or compensation committee. No director may serve as a director, officer, or employee of a competitor of ours.

Corporate Governance

CODE OF CONDUCT

Our Code of Conduct serves as the foundation for our compliance program and sets forth the ethical standards, legal requirements, and other policies we expect our directors, officers, and associates to comply with at all times. StockholdersShareholders may access a copy of our Code of Conduct on the “Corporate Governance” page in the Investor Relations section of our website at www.express.com/investor. We will also provide the Code of Conduct in print without charge upon request by telephone at (888) 423-2421, via email to IR@express.com or via mail delivered to the Office of the Corporate Secretary at 1 Express Drive, Columbus, OH 43230.

Corporate Governance

We will promptly disclose any waivers of our Code of Conduct involving our directors or executive officers. We intend to satisfy any disclosure requirements regarding any amendment or waiver of our Code of Conduct by posting the information on the “Corporate Governance” page of our website which can be found at www.express.com/investor.

RELATED PERSON TRANSACTIONS

Under our current Related Person Transaction policy, a “Related Person Transaction” is any transaction, arrangement, or relationship between us or any of our subsidiaries and a Related Person where the amount involved exceeds $120,000 and the Related Person has or will have a direct or indirect material interest. A “Related Person” is any of our executive officers, directors, director nominees, any stockholdershareholder beneficially owning in excess of 5% of our stock or securities exchangeable for our stock, any immediate family member of any of the foregoing persons, and any firm, corporation, or other entity in which any of the foregoing persons is an executive officer, a partner or principal, or in a similar position, or in which such person has a 5% or greater beneficial ownership interest in such entity.

All Related Person Transactions must be approved or ratified by a majority of the disinterested directors on the Board or a designated committee thereof consisting solely of disinterested directors in accordance with our Related Person Transaction Policy. In approving any Related Person Transaction, the Board or the committee must determine that the transaction is on terms no less favorable in the aggregate than those generally available to an unaffiliated third-party under similar circumstances.

Since February 3, 2019,2, 2020, there has not been, and there is not currently proposed, any transaction or series of transactions to which we were or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any Related Person had or will have a direct or indirect interest.

Director Compensation

OVERVIEW

Non-employee directors receive compensation for Board service, which is designed to fairly compensate them for their time and effort, be competitive with the market, and align their interests with the long-term interests of our stockholders. Employee directors receive no compensation for Board service. The Compensation and Governance Committee, together with its independent compensation consultant, periodically review the form and amount of director compensation and recommend changes to the Board, as appropriate. As part of its review, the Compensation and Governance Committee considers how the Company’s director compensation program compares to the programs at the peer companies we refer to in the executive compensation setting process. See “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Practices—The Role of Peer Companies and Benchmarking” beginning on page 45 for more information about our peer companies. The Compensation and Governance Committee believes that director compensation should be competitive with the market and geared towards attracting and retaining highly-qualified independent professionals to oversee the Company and represent the interests of the Company’s stockholders.

NON-EMPLOYEE DIRECTOR COMPENSATION

The annual cash retainers for our non-employee directors in 2019 are shown in the following table.Key Financial Results

Non-employee directors also receive equity grantsRefer to Appendix A for more information on an annual basis. In 2019, non-employee directors were granted restricted stock units that had a fair value of approximately $125,000 on the date of grantadjustments made to operating loss, EPS, and that vest on June 15, 2020, subject to continued service. The Company’s non-employee Chairman was entitled to an additional grant of restricted stock units that had a value of approximately $40,000 on the date of grant and that vest on June 15, 2020 subject to continued service. All directors receive reimbursement for reasonable out-of-pocket expenses incurred in connection with their Board service.EBITDA.  

Liquidity Highlights

Corporate GovernanceProxy Statement Summary Information

REASONABLE INDIVIDUAL COMPENSATION LIMITATIONS FOR NON-EMPLOYEE DIRECTORS

Under the Express, Inc. 2018 Incentive Compensation Plan (the “Plan”), the aggregate value of all compensation paid or grantedProposals to any individual for service as a non-employee director during any calendar year, including awards granted under the 2018 Planbe Voted on and cash fees paid by us, will not exceed $600,000, calculating the value of any awards granted during such calendar year based on the grant date fair value of such awards for financial reporting purposes, other than with respect to any special compensation paid to any non-employee director for his or her service as Chairman of the Board.

DIRECTOR STOCK OWNERSHIP GUIDELINES

The Board has director stock ownership guidelines which call for non-employee directors to own an amount of our common stock equal to five times their annual cash retainer. Directors have five years to meet the guidelines. Under these guidelines, directors are generally not permitted to sell any shares of our common stock until they achieve the ownership guideline and thereafter are only permitted to sell shares to the extent that such sale would not cause the director to fall below the ownership guideline. To avoid fluctuating ownership requirements, once a director has achieved the applicable stock ownership guideline, he or she is considered to have satisfied the guideline, provided that the shares used to meet the underlying requirement are retained. As of the end of fiscal 2019, all non-employee directors have met or are on track to meet the stock ownership guidelines.

2019 DIRECTOR COMPENSATION TABLE

The following table sets forth information regarding compensation earned for each of our non-employee directors in fiscal 2019.

Voting Recommendations

2020 Named Executive Officers

The following table sets forthCompensation Discussion and Analysis included in this proxy statement focuses on the names, ages, and titlescompensation of our named executive officers as of the Record Date:(our “NEOs”) for 2020, who are listed below:

Director Nominees

The following table provides summary information about our Class II director nominees. The Class II directors will be elected to each serve a three-year term that will expire at the Company’s 2024 annual meeting of shareholders.

Proxy Statement Summary Information

2020 Compensation Highlights

Our executive officers are appointedcompensation program for 2020 was designed to strongly align executive compensation with the Company’s financial performance. In 2020:

Proxy Statement Summary Information

2020 CEO Target Total Direct Compensation (“TDC”) Versus Summary Compensation Table TDC⁽¹⁾

The table below shows the annual target total direct compensation package for our CEO as compared to Mr. Baxter’s 2020 annual total direct compensation as disclosed in the Summary Compensation Table on page 49.

(1) Total Direct Compensation is made up of base salary, short-term incentives, and long-term incentives, and excludes all other compensation set forth in the Summary Compensation Table on page 49.

Alignment Between Executive Compensation Program and Company Performance

The alignment between our executive compensation program and the Company’s financial performance is set forth in the table below, which shows how our compensation program paid out or is tracking to pay out for our NEOs and other executives at the end of 2020. In addition to the payout information shown below, long-term performance-based awards granted to our executives in each of 2016 and 2017 have also not paid out.

(1) As discussed further in “Executive Compensation—What We Pay And Why: Elements of Compensation—Performance-Based Incentives—Long-Term Incentives—2020 Modifications to Long-Term Incentive Program” on page 38, due to the significant disruption caused by the COVID-19 pandemic on the Company’s business operations, as well as its adverse impact on consumer confidence and demand, the Committee delayed setting performance targets for the 2020 long-term performance awards until February 2021. Therefore, while such 2020 awards remain subject to a three-year vesting period, they are subject to a two-year performance period instead of a three-year performance period.

For more information on our short-term cash incentive program, refer to “Executive Compensation—Compensation Discussion and Analysis—What We Pay And Why: Elements of Compensation—Performance-Based Incentives—Short-Term Incentives” beginning on page 35. For information on our long-term incentive program, see “Executive Compensation—Compensation Discussion and Analysis—What We Pay And Why: Elements of Compensation—Performance-Based Incentives—Long-Term Incentives” beginning on page 38.

Proxy Statement Summary Information

EXECUTIVE COMPENSATION OBJECTIVES AND PRACTICES

Governance Highlights

Proxy Statement Summary Information

Forward-Looking Statements and Other Information

This proxy statement, including the “Letter to our Shareholders,” contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that does not directly relate to any historical or current fact and are based on current expectations and assumptions, which may not prove to be accurate. Forward-looking statements are not guarantees and are subject to risks, uncertainties, changes in circumstances that are difficult to predict, and significant contingencies, many of which are beyond the Company’s control. Many factors could cause actual results to differ materially and adversely from these forward-looking statements, including those set forth in Item 1A of the Company’ s Annual Report on Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events, or otherwise, except as required by law.

Our fiscal year ends on the Saturday closest to January 31. Fiscal years are referred to by the calendar year in which the fiscal year commences. All references herein to “2020”, “2019”, and “2018” refer to the 52-week period ended January 30, 2021, February 1, 2020, and February 2, 2019, respectively.

In this proxy statement, we refer to adjusted operating loss, adjusted diluted earnings per share (“Adjusted EPS”), and earnings before interest, taxes, depreciation, and amortization, and excluding the impact of non-core operating items (“Adjusted EBITDA”) which are financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Please refer to Appendix A to this proxy statement for more information on adjusted operating loss, Adjusted EPS, and Adjusted EBITDA, and a reconciliation of such measures to reported operating loss, diluted earnings per share (“EPS”), and net income, respectively, which are their most directly comparable GAAP measures.

Election of Class II Directors

(Proposal No. 1)

The Board and its Compensation and Governance Committee are committed to ensuring that the Board possesses the right diversity of backgrounds, skills, experience, and perspectives to constitute an effective Board. The Board currently consists of eight members and is divided into three classes of directors, with three Class I directors, two Class II directors, and three Class III directors. The current term of our Class II directors expires at the Annual Meeting, while the terms for Class III and Class I directors will expire at our 2022 and 2023 annual meetings of shareholders, respectively.

Mr. Devine and Ms. Mangum currently serve as Class II directors and are each independent. Upon the recommendation of the Compensation and Governance Committee, the Board has nominated Mr. Devine and Ms. Mangum for re-election as Class II directors, to each serve three-year terms expiring at the 2024 annual meeting of shareholders. Mr. Devine and Ms. Mangum have each served as directors since 2010 and were each elected to serve a three-year term most recently at our 2018 annual meeting of shareholders.

Mr. Devine and Ms. Mangum have consented to serve if elected. If re-elected, each of Mr. Devine and Ms. Mangum will hold office until their successors haverespective successor has been duly elected and qualified or until their earlier resignation or removal. ThereIf Mr. Devine or Ms. Mangum becomes unavailable to serve as a director, the Board may either designate a substitute nominee or reduce the number of directors. If the Board designates a substitute nominee, the persons named as proxies will vote for the substitute nominee designated by the Board.

Information with respect to our Class II director nominees and our continuing Class I and Class III directors, including their recent employment or principal occupation, a summary of select qualifications, skills, and experience that led to the conclusion that they are no family relationships among anyqualified to serve as directors, the names of other public companies for which they currently serve as a director or have served as a director within the past five years, their period of service on the Board, and their ages as of April 19, 2021 (the “Record Date”) are provided in this section. The Board believes that our continuing directors, or executive officers.

Set forth below istogether with our director nominees, possess a complementary and diverse set of qualifications, skills, and experience to allow the Board to function at a high level and fulfill its responsibilities to our shareholders. Please refer to “Corporate Governance—Board Composition” on page 13 for other information about our Board, including a description of the background ofqualifications, skills, and experience that the persons named above, other than Mr. Baxter, whose background information is providedBoard believes are important in “Election of Class I Directors (Proposal No. 1)” on page 8.

Matthew Moellering has servedorder to effectively oversee the Company as our Presidentit carries out its growth strategy and Chief Operating Officer since September 2019. He also served as Interim President and Interim Chief Executive Officer from January 2019commitment to June 2019. Prior to his current role, he was Executive Vice President and Chief Operating Officer from 2011 to 2019; Executive Vice President, Chief Administrative Officer, Chief Financial Officer, Treasurer and Secretary from 2009 until 2011, Senior Vice President, Chief Financial Officer, Treasurer and Secretary from 2007 until 2009, and Vice President of Finance from 2006 until 2007. Before joining Express, he served in various roles with Limited Brands (now known as L Brands) from 2003 until 2006, including Vice President of Financial Planning. Mr. Moellering also served in various roles with Procter and Gamble where he was employed from 1995 until 2003 and prior to that he served as an officer in the United States Army. Mr. Moellering serves on the board of directors of L.L.Bean, Inc. which is a privately held company.

Malissa Akay has served as our Executive Vice President and Chief Merchandising Officer since September 2019. Ms. Akay joined Express from Lane Bryant where she most recently served as Executive Vice President and General Merchandise Manager from 2018 to 2019 and as Senior Vice President and General Merchandise Manager from 2016 to 2017. Prior to that, Mr. Akay served in various roles with Ralph Lauren from 2012 until 2016 including Chief Merchandising Officer, Polo Accessories, and Senior Vice President, Merchandising, Planning and Allocation and Visual Merchandising. Previously, Ms. Akay spent 13 years with DFS Group where she held merchandising leadership positions across multiple categories.

Sara Tervo has served as our Executive Vice President and Chief Marketing Officer since September 2019. Ms. Tervo joined Express from Justice where she was Executive Vice President and Chief Marketing Officer from 2016 to 2019. Prior to that Ms. Tervo held multiple leadership positions with L Brands from 1998 to 2016 across marketing, creative services and public relations, including Executive Vice President, Marketing for Victoria’s Secret and Senior Vice President, Marketing for PINK.

Periclis (“Perry”) Pericleous has served as our Senior Vice President, Chief Financial Officer and Treasurer since July 2015. Prior to this appointment, he held a number of other leadership positions within our finance organization, including Vice President of Finance from December 2010 until July 2015, Director of Financial Planning & Analysis from April 2010 until December 2010, and Director of Store Finance from November 2007 until April 2010. Mr. Pericleous joined Express in August 1999 and served in a variety of roles of increasing responsibility across the finance organization, including in store finance and financial reporting. He began his career in 1996, serving in various accounting roles at Drug Emporium and then Value City Department Stores. Mr. Pericleous is a Certified Public Accountant.long-term value creation.

Election of Class lI Directors (Proposal No. 1)

Nominees for Class II Directors for Election at the 2021 Annual Meeting

MICHAEL F. DEVINE