Fran Horowitz
ABERCROMBIE & FITCH CO /DE/About Fran Horowitz
Fran Horowitz, 61, has served as Chief Executive Officer of Abercrombie & Fitch Co. (ANF) since February 2017 and as a director since 2017; she is not independent and serves on the Board’s Executive Committee while the Chair is an independent director, mitigating dual‑role concerns . Under her tenure, ANF delivered record Fiscal 2024 results: net sales of $4.95B (+16% y/y), operating income of $741M, and a 15% operating margin, surpassing the company’s “Always Forward Plan 2025” targets; pay outcomes emphasize at‑risk compensation (CEO target mix ~90% variable) and strong relative TSR (2022–2024 PSA TSR tranche achieved the 100th percentile) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Abercrombie & Fitch Co. | Chief Executive Officer | 2017–present | Led multi‑year transformation; Fiscal 2024 record sales and operating income, exceeding 2025 targets |
| Abercrombie & Fitch Co. | President & Chief Merchandising Officer (all brands) | 2015–2017 | Drove brand/assortment reset in lead‑up to turnaround |
| Abercrombie & Fitch Co. | Office of the Chairman (member) | 2014–2017 | Senior leadership through transition period |
| Abercrombie & Fitch Co. | Brand President, Hollister | 2014–2015 | Repositioned youth brand prior to broader company recovery |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| Conagra Brands, Inc. (NYSE: CAG) | Director | 2021–present | Human Resources Committee |
Fixed Compensation
- 2024 base salary set at $1,400,000 (+3.7% y/y) .
- Annual bonus target raised to 200% of base (from 175% in 2023) to maintain market competitiveness .
| CEO Summary Compensation | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 1,340,385 | 1,401,923 | 1,392,308 |
| Stock Awards ($) | 8,223,426 | 8,872,572 | 10,344,160 |
| Non‑Equity Incentive Plan ($) | 1,438,763 | 4,725,000 | 5,264,000 |
| All Other Comp ($) | 28,965 | 35,859 | 35,842 |
| Total ($) | 11,034,157 | 15,035,354 | 17,036,310 |
Performance Compensation
- Annual Cash Incentive (ACI): 70% Adjusted EBIT, 30% Constant Currency Net Sales; seasonal weighting 40% Spring / 60% Fall; FY2024 payout = 188% of target .
- Long‑Term Incentive (LTI): 50% Performance Share Awards (PSAs) equally weighted on Avg. Net Sales Growth, Avg. Adjusted EBIT Margin, and Relative TSR; 50% time‑based RSUs (3‑yr ratable vest) .
- Discretion: Committee excluded $0.9M of litigation expense from Adjusted EBIT, adding ~1 percentage point to payouts for all participants (incl. CEO) .
| FY2024 ACI Design and Outcomes | Spring (40%) | Fall (60%) | Weighted Payout |
|---|---|---|---|
| Adjusted EBIT (70% weight/season) – Actual vs Target ($MM) | 342 vs 174 → 200% | 486 vs 413 → 172% | 180% |
| Constant Currency Net Sales (30% weight/season) – Actual vs Target ($MM) | 2,155 vs 1,940 → 200% | 2,794 vs 2,560 → 200% | 200% |
| Total ACI Payout | 200% | 180% | 188% |
| CEO FY2024 Equity Grants (3/12/2024) | Shares/Units | Grant FV per share ($) | Grant Date FV ($) |
|---|---|---|---|
| Time‑based RSUs (3‑yr ratable) | 39,607 | 120.56 | 4,775,020 |
| PSAs (target; 3‑yr perf. FY2024–FY2026) | 39,607 | 140.61 | 5,569,140 (max shown; 0–200% earn‑out) |
| PSA metrics/weights | 33.33% Avg. Net Sales Growth; 33.33% Avg. Adjusted EBIT Margin; 33.34% Relative TSR | — | — |
| Completed PSA Cycle (FY2022–FY2024) | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Avg. Net Sales Growth | 1.0% | 2.0% | 4.0% | 5.1% | 200% |
| Avg. Adjusted EBIT Margin | 6.0% | 8.0% | 10.5% | 9.9% | 175% |
| Relative TSR (vs peer group) | >30th pct | 55th pct | 80th pct | 100th pct | 200% |
| Weighted average | — | — | — | — | 192% |
Equity Ownership & Alignment
- Beneficial ownership: 708,503 shares (1.49% of outstanding) as of April 14, 2025 .
- Stock ownership guidelines: CEO 6x salary; all execs/directors compliant/on‑track at FY2024 review; hedging and pledging of company stock are prohibited .
| CEO Outstanding Equity at FY2024 Year‑End (1/31/2025) | Unvested/Unearned Units (#) | Market Value ($) |
|---|---|---|
| RSUs (3/22/2022) | 40,017 | 4,777,229 |
| RSUs (3/7/2023) | 96,968 | 11,576,040 |
| RSUs (3/12/2024) | 39,607 | 4,728,284 |
| PSAs (FY2022–FY2024; earned, not yet vested) | 230,096 | 27,468,860 |
| PSAs (FY2023–FY2025; assumes max for disclosure) | 290,904 | 34,728,120 |
| PSAs (FY2024–FY2026; assumes max for disclosure) | 79,214 | 9,456,567 |
| CEO 2024 Vesting Activity | Shares Vested (#, gross) | Net Shares Received (#) | Value Realized ($) |
|---|---|---|---|
| RSUs and PSAs vested in FY2024 | 339,052 | 186,983 | 44,247,113 |
Notes: RSUs vest in three equal annual installments; PSAs vest after three‑year performance; certain FY2022–FY2024 PSAs vested Mar 31, 2025 . Hedging and pledging are prohibited under the Insider Trading Policy and program design .
Employment Terms
- Executive Severance Agreement (dated May 10, 2017; auto‑renews annually; extends to 18 months post‑CIC): non‑compete 12 months post‑employment; non‑solicit 24 months .
- Termination without cause / for good reason (non‑CIC): 18 months base salary continuation; pro‑rated annual bonus based on actual results; 18 months COBRA premium reimbursement; equity per award terms .
- Double‑trigger (within 3 months prior to or 18 months after CIC): CEO receives 18 months salary (paid over 18 months), 1.5x target annual bonus, 18 months COBRA; RSUs accelerate; PSAs pro‑rated with performance certified through CIC window .
| Illustrative Payouts if Terminated on 2/1/2025 | Involuntary (Without Cause) | Death/Disability | CIC Double‑Trigger |
|---|---|---|---|
| Cash severance ($) | 7,364,000 | — | 6,300,000 |
| Benefits continuation ($) | 50,205 | — | 50,205 |
| Equity value ($) | 53,846,862 | 92,735,100 | 74,928,415 |
| Retirement plan value ($) | 1,240,540 | 1,240,540 | 1,240,540 |
| Total ($) | 62,501,607 | 93,975,640 | 82,519,160 |
Clawback: Dodd‑Frank‑compliant recoupment for accounting restatements plus enhanced cause‑related clawbacks; applies to cash and equity incentives .
Board Governance
- Roles: CEO; director since 2017; member, Executive Committee; not Chair (independent Chair: Nigel Travis) .
- Independence: Nine of ten directors are independent; CEO is the sole non‑independent director .
- Committee structure: Audit, Compensation and Human Capital, Nominating, and ESG Committees composed entirely of independent directors .
- Board process: 12 regular and 3 special meetings in FY2024; all directors attended ≥75% of meetings; seven executive sessions of non‑associate directors .
Director Compensation
- As an officer, the CEO receives no additional compensation for Board service; non‑employee director pay structure summarized separately in the proxy .
Compensation Committee Analysis
- Committee composition (FY2024): Chair Helen E. McCluskey; members Andrew Clarke, James A. Goldman, Helen Vaid; all independent .
- Independent advisors: Semler Brossy (comp consultant) and Gibson, Dunn & Crutcher LLP (outside counsel); no conflicts in FY2024 .
- Peer group: FY2024 peers include AEO, Aritzia, Capri, Carter’s, Chico’s, Express, Fossil, Guess, Levi’s, Lululemon, Ralph Lauren, Tapestry, The Children’s Place, Urban Outfitters, Victoria’s Secret; FY2025 peer updates (adds Columbia Sportswear, Kontoor, PVH, Under Armour, VF; removes Chico’s, Express, Fossil, Children’s Place) .
- PSA TSR comparator and target: Relative TSR measured vs compensation peer group; target at 55th percentile .
- Say‑on‑Pay: 97.1% support at 2024 meeting for FY2023 NEO compensation .
Say‑on‑Pay & Shareholder Feedback
- Historical support: 97.1% approval at 2024 Annual Meeting; ongoing investor engagement on strategy, capital allocation, governance, sustainability, and pay practices .
Related Party Transactions
- Fiscal 2024: None; routine arm’s‑length services with FMR LLC affiliates disclosed (FMR is >5% holder) .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited; mitigates alignment/hedging risk .
- Clawbacks: Robust mandatory and cause‑related recoupment provisions .
- Options: Company does not currently grant options; lowers repricing risk .
- Discretion in incentives: Committee excluded $0.9M of litigation expense from Adjusted EBIT; impact ~+1% to payout—modest but monitor for precedent .
Equity Ownership & Alignment Details (Skin‑in‑the‑Game)
- Ownership as % of outstanding: 1.49% (708,503 shares) .
- Outstanding unvested/unearned awards carry significant retention value (noted above); scheduled RSU vesting and PSA settlements (e.g., FY2022–FY2024 PSAs vested Mar 31, 2025) can create periodic supply from tax withholding/settlement, though company repurchases may offset dilution .
Employment & Contracts (Retention)
- Agreement structure provides stability (annual auto‑renewal; 12‑month non‑compete; 24‑month non‑solicit) with moderate severance (18 months salary / 1.5x bonus on double‑trigger); equity remains performance‑ and time‑conditioned .
Performance & Track Record
- Fiscal 2024 results: Net sales $4.95B (+16% y/y), operating income $741M, operating margin 15%; both metrics at company record; ahead of 2025 plan .
- Long‑term: PSAs for FY2022–FY2024 paid at 192% overall (Net Sales Growth 200%, Adjusted EBIT Margin 175%, Relative TSR 200%), evidencing multi‑year value creation under CEO leadership .
Investment Implications
- Alignment: High at‑risk pay mix (CEO 90% variable) with rigorous multi‑year metrics (growth, profitability, relative TSR) and strong clawbacks, anti‑hedging/pledging, and ownership guidelines; governance mitigates dual‑role concerns via independent Chair and independent committees .
- Retention vs. supply: Large unvested RSUs/PSAs support retention; vesting/settlement cadence (and recent 192% PSA payout) can create episodic share supply from tax withholding, but also signals strong performance momentum; monitor upcoming PSA cycles (FY2023–FY2025, FY2024–FY2026) trending “at maximum” for growth/margin as of FY2024 .
- Downside protections: Severance economics are within market norms (18 months salary; 1.5x bonus on double‑trigger CIC), with equity largely performance/time‑based; discretionary Adjusted EBIT exclusion in FY2024 was de minimis but should be monitored for precedent effects on payout integrity .
- Execution: Record FY2024 results and PSA outperformance highlight effective execution; sustaining growth and margins across cycles remains key to future PSA outcomes and share performance .