Samir Desai
Executive Vice President, Chief Digital and Technology Officer at 
ABERCROMBIE & FITCH CO /DE/
ABERCROMBIE & FITCH CO /DE/Executive
About Samir Desai
Samir Desai is Executive Vice President, Chief Digital and Technology Officer at Abercrombie & Fitch Co. (ANF). He has served as an executive since at least May 24, 2021, when his executive severance agreement became effective . In fiscal 2024, ANF delivered net sales of $4.95B (+16% YoY), operating income of $741M, and a 15% operating margin; long‑term incentive outcomes incorporated relative TSR performance that reached the 100th percentile for the fiscal 2022–2024 PSA cycle (weighted average payout 192%) .
Past Roles
Not disclosed in the 2025 Proxy Statement. If you have earlier proxies/CVs, I can incorporate them.
External Roles
Not disclosed in the 2025 Proxy Statement for NEOs. If you have additional documents, I can add them.
Fixed Compensation
Multi‑year summary compensation (Samir Desai)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 670,192 | 696,154 | 721,154 |
| Stock Awards ($) | 1,441,788 | 2,150,921 | 1,895,571 |
| Non‑Equity Incentive Plan Compensation ($) | 411,075 | 1,400,000 | 1,363,000 |
| All Other Compensation ($) | 54,687 | 100,047 | 77,876 |
| Total ($) | 2,577,742 | 4,347,122 | 4,057,601 |
Base salary and target bonus (latest disclosed)
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 700,000 | 725,000 |
| Target Bonus (% of Base) | — | 100% |
| Actual Payout (% of Target) | — | 188% |
| Actual Bonus Paid ($) | — | 1,363,000 |
Perquisites (FY 2024)
- Company 401(k) match: $894; life/LTD insurance premiums: $1,982; commuting/housing stipend: $75,000; total other compensation: $77,876 .
Deferred compensation
- No executive contributions or balance under the Nonqualified Savings and Supplemental Retirement Plan in FY 2024 (aggregate balance $0) .
Performance Compensation
Annual cash incentive plan (FY 2024 design and outcome)
| Component | Metric | Weighting | Seasonal Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|---|
| Annual Bonus | Adjusted EBIT (non‑GAAP) | 70% | 40% Spring / 60% Fall | Not disclosed | Spring 200%; Fall 172% metric payout | Contributed to total 188% payout |
| Annual Bonus | Constant Currency Net Sales | 30% | 40% Spring / 60% Fall | Not disclosed | Spring 200%; Fall 200% metric payout | Contributed to total 188% payout |
| Total Plan | Weighted average | — | — | — | — | 188% |
Notes:
- The Committee excluded certain litigation expenses from Adjusted EBIT; impact increased payout by ~1 percentage point for all eligible associates .
Long‑term equity incentives (design, metrics, outcomes)
- Vehicle mix: 50% PSAs (3‑year performance), 50% time‑based RSUs (3‑year ratable vesting) .
- PSA (FY 2024–FY 2026) metrics/weighting: Avg. Net Sales Growth 33.33%; Avg. Adjusted EBIT Margin 33.33%; Relative TSR 33.34%; target TSR set at >55th percentile vs comp peer group; payout range 25%–200%; TSR tranche capped at target if absolute TSR negative .
PSA cycle completed (FY 2022–FY 2024)
| Metric (weight) | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Avg. Net Sales Growth (33.33%) | 1.0% | 2.0% | 4.0% | 5.1% | 200% |
| Avg. Adjusted EBIT Margin (33.33%) | 6.0% | 8.0% | 10.5% | 9.9% | 175% |
| Relative TSR (33.34%) | >30th pct | 55th pct | 80th pct | 100th pct | 200% |
| Weighted Average | — | — | — | — | 192% |
- Settlement: PSAs for FY 2022–FY 2024 vested/settled March 31, 2025 .
FY 2024 grants to Samir Desai (grant date 3/12/2024)
| Award | Shares/Units | Grant Date Fair Value per Share ($) | Grant Date Fair Value ($) |
|---|---|---|---|
| Time‑based RSUs | 7,258 | 120.56 | 875,024 |
| PSAs (target) | 7,258 | 140.61 | 1,020,547 (maximum grant‑date fair value potential) |
Vesting mechanics
- RSUs vest in three equal annual installments beginning on the first anniversary of grant, subject to continued employment .
- PSAs measure FY 2024–FY 2026 performance and settle following the performance period; trending as of FY 2024 year‑end: FY23–25 PSAs at maximum across all tranches; FY24–26 PSAs at maximum for sales and EBIT margin and approximately at target for TSR .
Stock awards vested in FY 2024 (value realized)
| Name | Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Net Shares Received (#) |
|---|---|---|---|
| Samir Desai | 66,719 | 9,287,308 | 33,641 |
Equity Ownership & Alignment
Beneficial ownership (as of April 14, 2025)
| Holder | Shares Beneficially Owned | Percent of Class | Shares Issuable within 60 Days |
|---|---|---|---|
| Samir Desai | 54,804 | <1% | 0 |
Outstanding equity awards (FY 2024 year‑end; closing price $119.38 on 1/31/2025)
| Grant Date | Award Type | Units Outstanding (#) | Market Value ($) |
|---|---|---|---|
| 3/22/2022 | RSUs (time‑based) | 7,016 | 837,570 |
| 3/22/2022 | PSAs (FY 2022–FY 2024, earned at target and unvested at 2/1/25) | 40,342 | 4,816,028 |
| 3/7/2023 | RSUs (time‑based) | 23,508 | 2,806,385 |
| 3/7/2023 | PSAs (FY 2023–FY 2025; shown at max for disclosure) | 70,522 | 8,418,916 |
| 3/12/2024 | RSUs (time‑based) | 7,258 | 866,460 |
| 3/12/2024 | PSAs (FY 2024–FY 2026; shown at max for disclosure) | 14,516 | 1,732,920 |
Ownership policies and alignment
- Ownership guideline: other executive officers (including NEOs) must hold 3x current annual base salary; until met, must retain 50% of net shares from RSU vesting; at FY 2024 review, all executive officers either satisfied, on track, or compliant via retention requirement .
- Hedging and pledging are prohibited for associates (including NEOs) and directors .
Recent insider transactions (potential selling pressure/10b5‑1 context)
| Date (Trade/Filing) | Action | Shares | Price ($) | Proceeds ($) | Post‑Trade Direct Holding |
|---|---|---|---|---|---|
| 2024‑09‑06 / 2024‑09‑10 | Sale | 19,041 | 131.36 | 2,501,264 | 27,985 |
| 2024‑11‑29 / 2024‑12‑02 | Sale | 5,926 | 148.51 | 880,070 | 22,059 |
| 2025‑03‑12 / 2025‑03‑14 | RSU vest/withholding | 2,419 vested; 1,200 withheld | — | — | 35,765 |
| 2025‑03‑24 / 2025‑03‑26 | RSU vest/withholding | 7,016 vested; 3,479 withheld | — | — | 34,463 |
Notes:
- Withholding is for taxes at vest; open‑market sales can add incremental selling pressure near vest dates. Forms do not indicate a 10b5‑1 plan selection in the excerpts above .
Employment Terms
Executive severance agreements
- Desai Agreement effective May 24, 2021; initial two‑year term with automatic annual renewals; extends to 18 months post‑change‑in‑control if a CoC occurs during a term .
- Restrictive covenants: non‑competition for 12 months post‑employment; non‑solicitation for 24 months; plus confidentiality and non‑disparagement .
Cash severance economics (as of Feb 1, 2025; hypothetical termination on that date)
| Scenario | Cash Severance ($) | Benefits Continuation ($) | Equity Value ($) | Retirement Plan Value ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Termination (Without Cause) | 2,450,500 | 31,502 | 11,024,153 | 166,955 | 13,673,110 |
| For Good Reason | 2,450,500 | 31,502 | — | 166,955 | 2,648,957 |
| Change of Control / Double‑Trigger | 2,175,000 | 31,502 | 15,534,569 | 166,955 | 17,908,026 |
| Death/Disability | — | — | 19,478,280 | 166,955 | 19,645,235 |
Key terms (severance agreements)
- Without cause or for good reason (non‑CoC): 18 months base salary continuation; pro‑rated annual bonus based on actual performance; 18 months COBRA premiums reimbursed; equity per award agreements .
- CoC double‑trigger (within 3 months prior to or 18 months after CoC): lump sum equal to 18 months base salary plus 1.5x target bonus; 18 months COBRA; equity: RSUs accelerate; PSAs pro‑rated at target or based on actual performance depending on elapsed performance period .
Clawback and governance safeguards
- Dodd‑Frank compliant incentive compensation clawback; enhanced “cause‑related” clawback applies to cash and equity (including time‑based awards) for policy violations/fraud, etc. .
- No excise tax gross‑ups; hedging and pledging prohibited; double‑trigger equity vesting on CoC; independent compensation consultant; robust ownership guidelines .
Compensation Structure Analysis
- Heavy at‑risk mix: other NEOs averaged 72% variable at target in FY 2024; CEO at 90% .
- Metrics balance top‑ and bottom‑line: annual bonus tied 70% to Adjusted EBIT and 30% to Constant Currency Net Sales; seasonal weighting 40%/60% to match business seasonality; FY 2024 payout 188% reflecting strong spring and fall performance .
- Long‑term alignment: PSAs equally weight growth, profitability, and relative TSR with a negative absolute TSR cap; FY 2022–2024 PSAs paid at a 192% weighted average (TSR at 100th percentile) .
- Adjustments: Committee excluded certain litigation expenses from Adjusted EBIT; impact increased payouts by ~1%—a modest, disclosed adjustment .
- Shift away from options: company does not currently grant stock options/SARs; uses RSUs and PSAs .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay: 97.1% approval of Fiscal 2023 NEO compensation; continued strong support cited .
- Peer benchmarking and independent consultant utilized by the Compensation Committee .
Investment Implications
- Pay‑for‑performance linkage is strong: annual bonus (Adjusted EBIT and constant‑currency sales) plus PSAs (growth, margin, relative TSR) create clear line‑of‑sight to drivers that matter for equity value. FY 2024’s 188% bonus payout and FY 2022–2024 PSA 192% payout confirm leverage to outperformance .
- Retention risk appears low: substantial unvested RSUs/PSAs outstanding and meaningful severance protections (18‑month salary; 1.5x target bonus on CoC) support retention through FY 2026 PSA cycle; restrictive covenants further protect franchise .
- Insider selling pressure manageable: FY 2024 included two notable sales (~$2.50M on 9/6 and ~$0.88M on 11/29), alongside routine tax‑withholding at vest; monitor windows around vest/settlement dates for incremental flow .
- Governance safeguards reduce red flags: prohibitions on hedging/pledging, no excise tax gross‑ups, double‑trigger CoC, and a robust clawback framework support alignment with long‑term shareholders .