Jay Rust
ABERCROMBIE & FITCH CO /DE/About Jay Rust
Jay Rust is Executive Vice President, Global Human Resources at Abercrombie & Fitch Co., serving in this role since May 2023; he previously held senior HR roles since 2013 and earlier served in the company’s merchandising organization (Age: 38) . Under Rust’s tenure as EVP HR, ANF delivered record Fiscal 2024 results: net sales of $4.95B (+16% YoY), operating income of $741M, and operating margin of 15% . Company incentive design ties annual bonuses to Adjusted EBIT (70%) and Constant Currency Net Sales (30%) with seasonal weighting (40% Spring/60% Fall) and long-term PSAs equally weighted on three-year Average Net Sales Growth Rate, Average Adjusted EBIT Margin, and Relative TSR versus the compensation peer group .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Abercrombie & Fitch Co. | EVP, Global Human Resources | May 2023 – present | Leads global HR; responsibilities span employee relations, learning and development, talent acquisition, and HR strategy . |
| Abercrombie & Fitch Co. | SVP, Global Human Resources | Mar 2022 – May 2023 | Senior leadership of global HR functions during a growth period . |
| Abercrombie & Fitch Co. | Group VP, Interim Head of Global HR | Oct 2021 – Mar 2022 | Interim executive leadership of Global HR . |
| Abercrombie & Fitch Co. | VP, Human Resources | Jun 2019 – Oct 2021 | Led HR initiatives including talent and development programs . |
| Abercrombie & Fitch Co. | Various HR roles | Feb 2013 – Jun 2019 | Roles of increasing responsibility across employee relations, learning and development, and talent acquisition . |
| Abercrombie & Fitch Co. | Merchandising roles | n/a | Former roles in merchandising prior to HR leadership . |
External Roles
No public company directorships or external board roles for Rust are disclosed in the 2025 10-K/Proxy biography .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base salary (rate) | $550,000 |
| Salary paid (Summary Comp Table) | $542,308 |
| Target bonus (% of base) | 75% |
| Actual bonus payout (% of target) | 188% |
| Actual bonus paid ($) | $775,500 |
| All other compensation | $16,933 (401(k) match $15,635; insurance premiums $1,298) |
Performance Compensation
Annual Cash Incentive (STI)
| Element | Design / Result |
|---|---|
| Metrics and weighting | Adjusted EBIT 70%; Constant Currency Net Sales 30% |
| Seasonal weighting | 40% Spring / 60% Fall |
| Rust target | 75% of base salary |
| Rust actual payout | 188% of target = $775,500 for FY 2024 |
Long-Term Equity (LTI)
| Instrument | Grant date | Shares/Units | Grant-date FV per share | Total Grant-date FV | Vesting / Performance | Metrics |
|---|---|---|---|---|---|---|
| RSUs | 3/12/2024 | 3,111 | $120.56 | $375,062 | Vests in equal annual installments over 3 years, subject to service | |
| PSAs (target) | 3/12/2024 | 3,111 (0–200% payout; max 6,222) | $140.61 | $437,438 | 3-year performance period (FY 2024–FY 2026) | Equally-weighted: Avg. Net Sales Growth; Avg. Adjusted EBIT Margin; Relative TSR vs peer group |
Additional equity mix: For NEOs in FY 2024, LTI was 50% PSAs and 50% time-based RSUs . No stock options were exercised by NEOs in FY 2024 .
Equity Ownership & Alignment
- Beneficial ownership: 8,148 ANF shares as of April 14, 2025; <1% of class .
- Stock ownership guidelines: Executive officers (including NEOs) must hold 3x current annual base salary; 50% of net shares from vesting must be retained until compliant; all executives were either compliant, on track, or subject to retention per policy at the last review .
- Hedging/pledging: Prohibited for associates and directors (robust ownership/anti-hedging policies) .
Outstanding awards at FY 2024 year-end:
| Award type | Grant date | Unvested/Unearned units | Reported market value |
|---|---|---|---|
| Time-based RSUs | 3/23/2021 | 944 | $112,695 |
| Time-based RSUs | 3/22/2022 | 3,898 | $465,343 |
| Time-based RSUs | 3/7/2023 | 5,878 | $701,716 |
| Time-based RSUs | 3/12/2024 | 3,111 | $371,391 |
| PSAs (FY22–FY24 cycle; unearned) | 3/7/2023 | 17,632 | $2,104,908 |
| PSAs (FY24–FY26 cycle; unearned) | 3/12/2024 | 6,222 | $742,782 |
Vesting activity and potential selling pressure indicators:
- Shares acquired on vesting in FY 2024: 9,206; value realized $1,186,773; net shares received after tax withholding: 5,001 (withholding reduces open-market selling needs) .
Employment Terms
Executive severance agreement (the “Rust Agreement”):
- Effective date: May 9, 2023; initial two-year term with automatic annual renewals; extends to 18 months post‑change in control if CoC occurs during the term .
- Restrictive covenants: Non‑compete (12 months post-termination); non‑solicit (24 months); non‑disparagement and confidentiality .
- Without cause or for good reason (outside CoC window): 18 months of base salary continuation; pro‑rated annual bonus based on actual performance .
- Change of control: Double‑trigger required for equity acceleration; program prohibits single‑trigger vesting .
Potential payments as of February 1, 2025 (illustrative per proxy methodology):
| Scenario | Cash severance | Benefits continuation | Equity value | Retirement plan value | Total |
|---|---|---|---|---|---|
| Involuntary termination (without cause) | $1,600,500 | $30,477 | $1,655,335 | $802,518 | $4,088,830 |
| For good reason | $1,600,500 | $30,477 | — | $802,518 | $2,433,495 |
| Death/Disability | — | — | $4,498,835 | $802,518 | $5,301,353 |
| Change of control (double‑trigger) | $1,443,750 | $30,477 | $3,306,480 | $802,518 | $5,583,225 |
Other policies relevant to investor alignment and risk:
- Clawback: Incentive compensation clawback policy in place .
- No excise tax gross‑ups under 280G/4999; double‑trigger CoC equity vesting .
Additional Data Points (Compensation Program Context)
- FY 2024 NEO LTI targets: Rust’s target LTI grant-date fair value was $750,124 (50% PSAs/50% RSUs) .
- Grants of plan‑based awards (FY 2024): RSUs 3,111 ($375,062 FV); PSAs target 3,111 (max 6,222; $437,438 FV) .
- Say‑on‑Pay: 97.1% approval for FY 2023 NEO compensation at the 2024 Annual Meeting .
Investment Implications
- Strong pay-for-performance linkages: Rust’s 2024 cash incentive paid 188% of target following record company results, with bonuses tied to EBIT and constant-currency sales and LTI split 50/50 between PSAs and RSUs; PSA metrics focus on multi-year sales growth, margin, and relative TSR, reinforcing long-term alignment .
- Retention and turnover risk: The severance framework (18 months salary; pro‑rated bonus) and robust unvested equity (time‑based and performance-based) provide retention hooks; restrictive covenants further mitigate immediate competitive risk post-departure .
- Insider selling pressure: In FY 2024, 9,206 shares vested but only 5,001 net shares were delivered after tax withholding, reducing near‑term open‑market selling needs; continued 3‑year RSU vesting and 3‑year PSA cycles create periodic events to monitor for 10b5‑1 sales or tax withholding blocks .
- Governance quality: Prohibitions on hedging/pledging, absence of excise tax gross‑ups, double‑trigger CoC equity treatment, and a functioning clawback support shareholder‑friendly design; high Say‑on‑Pay support (97.1%) reduces governance overhang risk .