Daniel Heaf
Bath & Body WorksAbout Daniel Heaf
Bath & Body Works (BBWI) appointed Daniel Heaf, age 47, as Chief Executive Officer effective May 16, 2025; he will also join the Board immediately following the 2025 annual meeting of shareholders . He holds a first-class bachelor’s degree in Geography from the University of Nottingham and previously led major growth and transformation initiatives at Nike, Burberry and BBC Worldwide . As context for his mandate: BBWI pre-announced Q1 2025 net sales of $1,424 million (+3% YoY) and EPS of $0.49, meeting the high end of sales guidance and exceeding EPS guidance; the company maintained FY2025 outlook for 1%-3% net sales growth and $3.25–$3.60 EPS . For FY2024, BBWI reported net sales of $7,307 million and diluted EPS from continuing operations of $3.61, alongside ~$155 million of cost savings under its Fuel for Growth program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nike, Inc. | Chief Strategy & Transformation Officer; VP Nike Direct; VP, Nike Direct Digital Commerce | 2018–2025 | Oversaw 45,000 employees in 9,000 stores across 41 countries; more than doubled Nike Direct business to $22.3B over five years; delivered productivity gains by refocusing investment in product/brand; expanded portfolio of digital apps (Nike App, NRC, NTC, SNKRS) . |
| Burberry | SVP Digital, Digital Marketing, Customer Service & Data | Not disclosed | Helped reposition Burberry as a digital innovator; increased digital sales from 5% to 15%; pioneered livestreaming fashion shows with Apple . |
| BBC Worldwide | Leadership roles (not specified) | Not disclosed | Not disclosed in filing . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No other current public company board roles disclosed in BBWI filings . |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Base Salary | $1,350,000 annually | Offer letter for CEO role effective May 16, 2025 . |
| Target Annual Incentive (Bonus) | 190% of base salary | 2025 spring season prorated based on service from start date . |
| Annual Equity (from FY2026) | $8,000,000 grant date fair value | Annual LTI beginning FY2026 . |
| Relocation/Travel Allowance | Up to $200,000 per year (prorated) | For Heaf and family until relocation is complete, no later than June 30, 2027 . |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target/Payout Framework | Vesting |
|---|---|---|---|---|
| Short-term (Company program design) | Absolute Adjusted Operating Income; Absolute Net Sales | 75%; 25% (FY2024 design) | Seasonal (Spring/Fall) goals; payouts 0%–200% of target; design reviewed annually by HCC Committee . | Paid seasonally; 2025 spring bonus prorated for Heaf . |
| Long-term PSUs (program design) | Operating Income Margin (cumulative OI as % of sales); Relative TSR vs S&P 500 Consumer Discretionary Distribution & Retail Index | 50%; 50% | Three-year performance period; max payout 200%; negative absolute TSR cap limits payout to target if absolute TSR is negative . | PSUs granted under this design vest after 3 years, subject to performance and service . |
| Sign-On PSUs (Heaf) | Same performance goals as March 2025 PSU awards to senior execs | Not separately stated | $2,500,000 grant date fair value; vesting based on March 2025 PSU framework and continued employment through vest date . | Vests per performance program; continued employment required . |
Sign‑On Equity Vesting Schedule (Vesting Dates = Potential Selling Pressure Windows)
| Award | Grant-Date Fair Value | Vesting Schedule | Notes |
|---|---|---|---|
| RSUs (Sign-On) | $2,500,000 | 30% on 5/16/2026; 30% on 5/16/2027; 40% on 5/16/2028 | Subject to continued employment through each vest . |
| PSUs (Sign-On) | $2,500,000 | Per March 2025 PSU program’s 3-year performance cycle; single vest at program end | Continued employment through vest; performance-based . |
Equity Ownership & Alignment
| Item | Policy/Status |
|---|---|
| CEO Stock Ownership Guideline | 6x base salary; to be achieved within 5 years of becoming subject to the guideline . |
| Hedging/Pledging | Hedging and short-selling prohibited; pledging requires advance approval by Chief Legal Officer; no stock held by NEOs or Board members is pledged as of the proxy . |
| Director Ownership Guideline | Independent directors must hold 6x annual cash retainer by October 2028; all directors in compliance or on track . |
| Beneficial Ownership | Heaf’s beneficial ownership not disclosed in April 2025 proxy (appointment occurred after record date); monitor future proxies and Form 4 filings . |
Employment Terms
| Term | Detail |
|---|---|
| Start Date / Role | CEO effective May 16, 2025 . |
| Board Service | To be appointed as director immediately after the 2025 Annual Meeting . |
| Non-Compete/Non-Solicit | 12-month non-compete and non-solicit post-employment; confidentiality and IP protections . |
| Severance (no CIC window) | If terminated without cause or resigns for good reason outside CIC window: 2 years base salary; 2 years COBRA; cash incentives for the performance period of termination and for periods commencing during 2 years post-termination (subject to actual performance, capped at target); accelerated pro‑rata vesting of time-based awards; continued pro‑rata vesting of performance-based awards (subject to existing metrics); release required . |
| Severance (within CIC window) | If termination occurs within 3 months before or 24 months after a CIC: 2 years base salary; 2 years COBRA; 2x “Applicable Bonus” (greater of target bonus or average of prior two fiscal years’ payouts); prorated incentive for the period of termination based on Applicable Bonus; full accelerated vesting of equity (performance deemed target if <1/3 of period lapsed, otherwise maximum); release required . |
| Indemnification | Standard director and officer indemnification agreement . |
| Tax Gross-Ups | Company policy: no excise tax gross-ups for NEOs under IRC 4999 . |
| Clawbacks | Robust clawback/recoupment policies adopted and aligned with NYSE/SEC rules . |
Board Governance & Director Service
- Service: Will serve as a director following the 2025 AGM; as CEO, he is not independent under NYSE standards .
- Leadership structure: BBWI separates Chair and CEO roles; the Nominating & Governance Committee charter requires separation; Sarah Nash is Independent Chair; independent directors meet in executive session at every regular Board meeting .
- Committees: All standing committees (Audit; Human Capital & Compensation; Nominating & Governance) are 100% independent; as CEO/non-independent director, Heaf is not a committee member .
- Director pay: Company associates serving as directors receive no additional Board compensation (e.g., prior CEO-director received none) .
Performance & Track Record
- Nike: As Head of Nike Direct, Heaf oversaw 45,000 employees across 9,000 stores in 41 countries and increased the DTC business from $10.4B (2018) to $22.3B (2023); as Chief Strategy & Transformation Officer, he delivered productivity gains by refocusing resources and investment in product and brand .
- Digital leadership: Launched/expanded Nike App ecosystem (Nike App, NRC, NTC, SNKRS); at Burberry, lifted digital sales from 5% to 15% and pioneered livestreaming fashion shows with Apple .
- BBWI context at appointment: Q1 2025 prelim net sales $1.424B (+3% YoY) and EPS $0.49, at high end/exceeding guidance; FY2025 outlook maintained (1–3% sales growth; $3.25–$3.60 EPS) .
Compensation Structure Analysis
- Mix and leverage: High at-risk pay with 190% target bonus and $8M annual LTI beginning FY2026; sign-on equity split between time-based RSUs ($2.5M) and PSUs ($2.5M), with PSU metrics tied to profitability (operating margin) and shareholder value (relative TSR) and a negative absolute TSR cap—clear alignment with shareholder outcomes .
- Program rigor: Company’s short-term plan emphasizes profitability (75% adjusted operating income) with a sales growth component (25% absolute net sales), and PSU design caps payouts when absolute TSR is negative—mitigates windfall risk .
- Change-in-control constructs: Double-trigger equity acceleration and 2x bonus multiple (plus 2 years salary) provide market-competitive protection; performance deemed target or maximum depending on elapsed period introduces potential “tail risk” cost in an acquisition scenario but is standard among peers .
- Governance guardrails: No 4999 gross-ups; robust clawbacks; no hedging; pledging only with approval (none pledged); strong ownership requirements (CEO 6x salary) support alignment .
Vesting Schedules and Potential Insider Selling Pressure
| Date | Event | Detail |
|---|---|---|
| 05/16/2026 | RSU vest (Sign‑On) | 30% of $2.5M RSU value vests (share count not disclosed in 8‑K) . |
| 05/16/2027 | RSU vest (Sign‑On) | Additional 30% vests . |
| 05/16/2028 | RSU vest (Sign‑On) | Remaining 40% vests . |
| 2028 (expected) | PSU vest (Sign‑On) | Vests at end of March 2025 PSU 3‑year cycle, subject to performance and service; exact vest date tied to program calendar . |
Monitoring suggestion: Track Form 4 filings around vest dates and the first annual LTI grant in FY2026 to quantify share counts and any sales; BBWI’s insider trading policy restricts trading and prohibits hedging; pledging requires approval (none pledged as of the proxy) .
Employment & Contract Economics Summary
| Category | Key Economics |
|---|---|
| Base/Bonus | $1.35M base; 190% target bonus (2025 spring prorated) . |
| LTI | $8M/year from FY2026; plus one-time $2.5M RSUs (time-based) and $2.5M PSUs (performance-based) . |
| Severance (no CIC) | 2x salary; 2x COBRA; in-cycle and two-year forward incentives (actual performance, capped at target); pro‑rata equity vesting/continued vesting as applicable; release required . |
| Severance (with CIC) | 2x salary; 2x COBRA; 2x Applicable Bonus; prorated incentive for period of termination (based on Applicable Bonus); full accel of equity (target if <1/3 elapsed; otherwise max) . |
| Restrictive Covenants | 12‑month non‑compete and non‑solicit; confidentiality and IP protection . |
Board Governance (Heaf as Director)
| Item | Status |
|---|---|
| Appointment | To be appointed as director post‑2025 AGM . |
| Independence | Not independent as CEO; 9/10 directors independent at time of proxy . |
| Leadership Structure | Independent Chair (Sarah Nash); charter requires separate Chair/CEO roles . |
| Committees | Audit, HCC, N&G committees are fully independent; CEO not a member . |
| Director Compensation | Company associates on the Board receive no additional director pay . |
| Meetings & Oversight | Independent directors meet in executive session at every regular Board meeting; Board oversees strategy, risk, capital allocation . |
Investment Implications
- Alignment and incentives: High at-risk mix (190% bonus; PSU-heavy design with relative TSR and operating margin metrics; negative absolute TSR cap) suggests strong linkage to profitable growth and shareholder returns .
- Retention vs. overhang: Multi‑year sign‑on RSUs (30/30/40) and performance PSUs create near‑ and medium‑term retention hooks but introduce identifiable vesting windows (May 2026/2027/2028) that could coincide with Form 4 selling activity; monitor for trading around those dates under BBWI’s insider policy .
- Change‑in‑control economics: Double‑trigger acceleration and 2x Applicable Bonus provide standard market protection; performance‑deemed outcomes (target/maximum) elevate equity acceleration costs in a sale scenario—relevant for M&A handicapping .
- Governance quality: Separation of Chair/CEO, fully independent committees, strong clawback and ownership policies, and 96.05% 2024 say‑on‑pay support reduce governance risk and support investor confidence in pay practices during Heaf’s tenure transition .
- Execution vector: Heaf’s prior record scaling Nike’s DTC and digital ecosystem aligns to BBWI’s omnichannel growth strategy; near‑term KPIs to watch include top‑line acceleration, operating margin trajectory, loyalty program leverage, and progress on international/adjacencies, consistent with company priorities .
No related‑party transactions or family relationships disclosed; standard indemnification in place .