Alessandro Bogliolo
Bath & Body WorksAbout Alessandro Bogliolo
Independent director of Bath & Body Works, Inc. (BBWI) since 2022; age 60. He chairs the Nominating & Governance Committee and serves on the Human Capital & Compensation (HCC) Committee; the Board has determined he is independent under NYSE standards . Background includes service as CEO and director of Tiffany & Co. (Oct 2017–Jan 2021), CEO and director of Diesel SpA (2013–2017), senior roles including COO, North America, at Sephora USA, and EVP & COO at Bulgari (2011–2013). Education: Bocconi University (Business Administration) and HEC’s International Management Program . Current external roles include director at Hyatt Hotels Corporation (since Dec 2023) and chairman of the board of Audemars Piguet (private) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tiffany & Co. | Chief Executive Officer and director | Oct 2017–Jan 2021 | Public luxury retailer; acquired by LVMH in Jan 2021 |
| Diesel SpA (OTB Group) | Chief Executive Officer and director | 2013–2017 | International fashion brand |
| Bulgari | Executive Vice President & Chief Operating Officer | 2011–2013 | Senior operating role |
| Sephora USA | Chief Operating Officer, North America | Not disclosed | Senior role; date not specified in proxy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyatt Hotels Corporation | Director | Since Dec 2023 | Committee assignments not disclosed in BBWI proxy |
| Audemars Piguet (private) | Chairman of the Board | Not disclosed | Swiss luxury watch manufacturer |
Board Governance
| Committee | Role | FY2024 Meetings | Key Responsibilities / Notes |
|---|---|---|---|
| Nominating & Governance | Chair | 4 | Oversees board composition/refresh, evaluations, governance policies, CSR, director independence, orientation & continuing education |
| Human Capital & Compensation | Member | 7 | Oversees executive/director compensation, stock ownership guidelines, CEO evaluation, clawback policies, compensation risk assessment, consultant independence |
| Audit | Not a member | 8 | Oversees financial statements, internal controls, auditors, ethics/compliance, ERM incl. cybersecurity; all members deemed “audit committee financial experts” |
- Board and committee attendance: In FY2024, the Board held six meetings; all then-current directors attended at least 75% of Board and relevant committee meetings. Nearly all directors attended the 2024 annual meeting (exceptions: Bellinger and Morris) .
- Independence: Nine of ten nominees are independent; BBWI maintains an independent Board Chair; standing committees are 100% independent; independent directors meet in regular executive sessions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (director) | $100,000 | For all directors other than Board Chair |
| Committee membership retainer (Audit/HCC) | $25,000 | Per committee |
| Committee membership retainer (NGC) | $20,000 | Per committee |
| Committee chair additional retainer (Audit/HCC) | $25,000 | Chair premium |
| Committee chair additional retainer (NGC) | $20,000 | Chair premium |
| Annual stock retainer (RSUs) | $150,000 | Directors other than Board Chair; RSUs vest one year post grant |
| Board Chair cash retainer | $250,000 | Chair premium |
| Board Chair stock retainer | $250,000 | Chair premium |
| Alessandro Bogliolo – FY2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | $157,033 |
| Stock awards (grant-date fair value) | $147,033 |
| Total | $304,066 |
Mix/observations: Cash marginally exceeds equity by ~$10k; equity granted as time-based RSUs under the 2020 plan .
Performance Compensation
| Element | Performance Metrics | Vesting Schedule | Notes |
|---|---|---|---|
| Annual stock retainer (RSUs) | None; time-based | One year from grant date | Aggregate grant-date fair value; RSUs based on FMV on grant date; excludes estimated forfeitures; ASC 718 accounting |
- Clawbacks/recoupment: HCC Committee adopted a Dodd-Frank Section 954 clawback compliant policy to recover “excess” incentive comp after material restatements; supplemental policy allows cancel/recoup of certain cash/equity/severance for associates VP+ in termination-for-cause scenarios. The 2020 Plan authorizes recovery of bonuses/equity or profits in cases of legal requirement or fraud/knowledge thereof .
Other Directorships & Interlocks
| Company | Type | Role | Interlocks / Notes |
|---|---|---|---|
| Hyatt Hotels Corporation | Public | Director | No HCC interlocks; BBWI discloses none among HCC members in FY2024 |
| Audemars Piguet | Private | Chairman | Not applicable to SEC interlock disclosures |
- HCC committee participation & interlocks: No member of BBWI’s HCC Committee was a current/former BBWI officer; no executive officer of BBWI serves on another company’s board or comp committee where that company’s executives serve on BBWI’s Board/HCC (no interlocks) .
Expertise & Qualifications
- Former public-company CEO (Tiffany & Co.) and CEO of Diesel; senior operating roles at Sephora USA and Bulgari; deep retail, brand, and international experience across Asia/Europe/US .
- Public company board experience (Hyatt Hotels); governance leadership as NGC chair; global luxury expertise via Audemars Piguet chairmanship .
Equity Ownership
| Owner | Shares Beneficially Owned | Percent of Class | As of Date | Pledged? |
|---|---|---|---|---|
| Alessandro Bogliolo | 7,035 | Less than 1% | April 8, 2025 | None of listed shares pledged |
- Director stock ownership guidelines: Independent directors must own BBWI common stock equal to 6× the annual cash retainer by Oct 2028; all Board members either compliant or on track per proxy .
Governance Assessment
- Board effectiveness: As NGC chair, Bogliolo oversees board refreshment, director qualifications, independence review, annual Board/committee evaluations, and director orientation/continuing education—key levers of governance quality and board performance .
- Independence and oversight: He is independent; BBWI maintains independent Chair, 100% independent committees, and regular executive sessions for independent directors—strong structural safeguards .
- Attendance and engagement: The Board met six times in FY2024; all then-current directors met the ≥75% attendance threshold; nearly all attended the 2024 annual meeting, indicating engagement .
- Pay structure and alignment: Director pay combines cash retainers with time-based RSUs; Bogliolo’s FY2024 pay was $157,033 cash and $147,033 equity (total $304,066). Director ownership guidelines (6× cash retainer) reinforce alignment; RSU vesting over one year supports retention .
- Investor confidence signals: Advisory say‑on‑pay support was 96.05% at the 2024 annual meeting, indicative of broad shareholder support for compensation governance .
- Conflicts and related-party exposure: BBWI reported no related person transactions in FY2024; Bogliolo’s shares are not pledged as collateral—reducing alignment/credit risk concerns .
- Workload/overboarding: Company policy limits directors to ≤4 public boards (including BBWI). Bogliolo serves on BBWI and Hyatt, which is within policy limits .
RED FLAGS: None disclosed—no related-party transactions, no share pledging, no HCC interlocks. Monitoring items include the time-based nature of director equity (standard practice) and multi-board commitments, currently within BBWI policy .