Gregory Henchel

About Gregory Henchel

Gregory J. Henchel is Executive Vice President, General Counsel and Corporate Secretary at Abercrombie & Fitch Co. (ANF). He has served as EVP since October 2021 (SVP since October 2018) and is 57 years old . During ANF’s strong FY2024 performance, the company delivered net sales of $4.95B (+16% YoY) and operating income of $741M, surpassing 2025 targets; 5‑year total shareholder return materially outpaced indices (ANF 742 vs. S&P 500 202) . Executive pay at ANF is heavily at‑risk and aligned to performance metrics (EBIT, constant‑currency net sales, and multi‑year PSAs tied to sales growth, EBIT margin, and relative TSR), with FY2024 annual incentive paying 188% on strong execution .

Past Roles

External Roles

• None disclosed (no current public company directorships or external board roles reported) .

Fixed Compensation

• Base salary set via peer benchmarking; FY2024 base: $650,000 (FY2023 base: $640,000; +1.6%) .
• Short‑term incentive target: 75% of base; FY2024 payout: 188% of target on strong EBIT and constant‑currency net sales, paid $916,500 .

Performance Compensation

• Annual cash plan: 70% Adjusted EBIT, 30% Constant‑Currency Net Sales; FY2024 seasonal weights 40% Spring/60% Fall; payout 188% (Spring EBIT 200%, Spring CC Net Sales 200%; Fall EBIT 172%, Fall CC Net Sales 200%) .

• Long‑term equity: 50% PSAs and 50% RSUs; PSAs measure 3‑yr Average Net Sales Growth, 3‑yr Average Adjusted EBIT Margin, and Relative TSR (equal‑weighted), using compensation peer group for TSR .
• FY2022–FY2024 PSA cycle paid at 192% (Sales Growth 200%, EBIT Margin 175%, Relative TSR 200% at 100th percentile) .
• Trending performance (as of FY2024 end): FY2023–FY2025 PSA tranches at maximum; FY2024–FY2026 at maximum for sales/margin and ~target for TSR .

Equity Ownership & Alignment

• Beneficial ownership: 45,149 ANF shares; <1% of shares outstanding .
• Unvested/uneamed equity at FY2024 year‑end (Feb 1, 2025):
  • Time‑based RSUs unvested: 3,379 (3/22/2022), 8,228 (3/7/2023), 3,733 (3/12/2024) = 15,340 units .
  • PSAs unearned: 24,684 (3/7/2023 grant), 7,466 (max for 3/12/2024 grant) .
• FY2024 vesting: 29,519 shares vested (gross), value realized $3,852,077; net shares received 16,261 after tax withholding—implies periodic supply around vest dates .
• Stock ownership guidelines: Executives 3x salary (CEO 6x); retain 50% of net shares until compliant; all executives either met, are on track, or comply via retention policy .
• Hedging/pledging: Prohibited by policy; robust insider trading and anti‑hedging rules in place; no pledging permitted .

Employment Terms

• Start at ANF: SVP GC & Corporate Secretary since October 2018; EVP since October 2021 .
• Severance agreements: initial two‑year term with auto‑renewal; non‑compete 12 months; non‑solicitation 24 months .
• Termination economics (as of 2/1/2025; illustrative values):
  • Without Cause (non‑CoC): Cash $1,891,500; COBRA $24,726; equity per award terms; total $6,503,173 .
  • For Good Reason: Cash $1,891,500; COBRA $24,726 .
  • Death/Disability: Equity $7,988,432; total $7,988,432 .
  • Change‑of‑Control (double‑trigger): Lump‑sum = 18 months salary + 1.5x target bonus ($1,706,250); COBRA $24,726; equity per award terms; total $8,149,212 .
• Clawback: Dodd‑Frank compliant mandatory recoupment for restatements plus cause‑related triggers (policy violations, felony/misconduct, fraud, restrictive covenant breach) applicable to cash and equity .
• Tax gross‑ups: None for 280G/4999 excise tax; company avoids gross‑ups .
• Double‑trigger equity vesting under change of control (no single‑trigger acceleration) .

Additional Notes (Governance and Risk)

• Say‑on‑Pay support: 97.1% approval at 2024 meeting (for FY2023 program) .
• Related‑party transactions: None in FY2024 .
• Company‑level risk/context: FY2024 results hit record net sales and operating income; ANF’s five‑year TSR far outperformed the S&P indices; company excluded de minimis litigation costs tied to former CEO from Adjusted EBIT for incentive comparability, increasing payouts ~1 percentage point for eligible employees .

Investment Implications

• Pay-for-performance alignment is strong: majority of NEO compensation is variable (other NEOs ~72% variable at target), with cash tied to EBIT and net sales and equity tied to 3‑year growth, margin, and peer‑relative TSR; FY2024 cash plan paid 188%, and FY2022–2024 PSAs paid 192% on exceptional results and TSR .
• Retention risk appears mitigated by meaningful unvested RSUs/PSAs (over 47k combined units outstanding/uneared) and competitive double‑trigger CoC economics (salary+bonus coverage and equity treatment), plus non‑compete/non‑solicit protections .
• Selling pressure: Annual vesting cadence led to 29,519 shares vesting for Henchel in FY2024 (net 16,261 after taxes), implying periodic supply around vest dates; anti‑hedging/pledging policies reduce alignment risk .
• Governance quality: No excise tax gross‑ups, double‑trigger equity vesting, robust clawback, and strict ownership/hedging policies support shareholder alignment and reduce red flags .