Eva Boratto
Bath & Body WorksAbout Eva Boratto
Eva C. Boratto, age 58, is Chief Financial Officer of Bath & Body Works (BBWI) since August 2023, overseeing the global finance organization and real estate group; she previously served as CFO of Opentrons Labworks (Feb 2022–Jul 2023) and held senior finance roles at CVS Health (2010–2021), with earlier leadership roles across 20 years at Merck & Co. . She holds a B.S. in Accounting and Economics from Rutgers University and an MBA from Drexel University, and serves on the UPS board since 2020 as Audit Committee Chair . Company performance in fiscal 2024 included net sales of $7,307 million, with short-term cash incentive payouts calibrated slightly below target at 99.6% for NEOs, tying cash bonuses to results; BBWI’s PSU program uses 50% relative TSR and 50% operating income margin over three years with a negative absolute TSR cap to align pay with performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CVS Health | EVP & CFO (2018–2021); EVP, Controller & CAO (2017–2018); SVP & CAO (2013–2017); SVP PBM Finance (2010–2013) | 2010–2021 | Supported digitization and new business investments; supported integration of Aetna acquisition . |
| Opentrons Labworks | Chief Financial Officer | Feb 2022–Jul 2023 | CFO of life sciences company; private company finance leadership . |
| Merck & Co. | Various finance leadership roles (incl. VP, U.S. market finance leader) | 20 years | Broad pharma finance leadership experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| United Parcel Service (UPS) | Director; Audit Committee Chair | Since 2020 | Public company board service and audit leadership . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 408,654 | 850,000 |
| Target Annual Incentive (% of salary) | Unchanged from 2023; 120% target disclosed for 2024 | 120% |
| Actual Cash Incentive Paid ($) | 911,880 | 1,016,328 |
| One-time Sign-on Bonus ($) | 500,000 (first installment) | 500,000 (second installment) |
| All Other Compensation ($) | 81,238 | 150,971 |
| Total Compensation ($) | 3,815,672 | 5,302,236 |
Notes:
- Sign-on bonus aggregated $1,000,000; 50% paid in Q3 2023 and 50% in Q3 2024, subject to repayment upon certain terminations prior to the second anniversary of start date .
Performance Compensation
Short-term Cash Incentive (FY 2024 Design and Outcomes)
- Design: Two seasonal periods (Spring and Fall); metrics weighted 75% absolute adjusted operating income and 25% absolute net sales; payouts interpolated 20% (threshold) to 200% (max) based on goal attainment .
- Outcome: Spring paid above target (OI above target, sales below); Fall paid below target (both below); overall payout 99.6% of target .
| Season | Target Incentive ($) | Payout ($) | % of FY Target |
|---|---|---|---|
| Spring 2024 | 1,020,000 target annual, seasonally weighted (company-wide; individual season target not separately disclosed) | 447,168 | 99.6% full-year (aggregate) |
| Fall 2024 | 569,160 | 99.6% full-year (aggregate) | |
| Total FY 2024 | 1,020,000 | 1,016,328 | 99.6% |
Metric structure (FY 2024): 75% adjusted operating income; 25% net sales; Fall season weighted more heavily given holiday profitability .
Long-term Equity Incentives (FY 2024 Grants)
- Mix for NEOs (non-CEO): 50% PSUs (3-year performance), 50% RSUs (30/30/40 time-vest) .
- PSU metrics: 50% relative TSR vs. S&P 500 Consumer Discretionary Distribution & Retail Index; 50% operating income margin; 3-year period; negative absolute TSR cap limits payout to target if absolute TSR is negative .
| Award Type | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| PSUs | 3/13/2024 | Threshold 15,053; Target 30,106; Max 60,212 | 1,457,431 | Cliff vest at 3 years (3/13/2027) based on OI margin (50%) and relative TSR (50%); negative absolute TSR cap . |
| RSUs | 3/13/2024 | 30,109 | 1,327,506 | 30% on 3/13/2025; 30% on 3/13/2026; 40% on 3/13/2027 . |
Equity Ownership & Alignment
Beneficial Ownership (As of April 8, 2025)
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Eva Boratto | 15,648 | <1% | None of the listed shares are pledged . |
| Prior year reference (as of May 1, 2024) | 5 | <1% | — |
- Hedging/short selling prohibited; pledging requires pre-approval and none of NEOs’ or directors’ stock is pledged .
Outstanding Unvested Awards (FY-end 2024; assumes $37.61 stock price on 1/31/2025)
| Grant | Unvested Shares (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|
| RSUs granted 8/1/2023 | 38,147 | 1,434,709 | 43% on 8/1/2025; 57% on 8/1/2026 . |
| RSUs granted 3/13/2024 | 30,109 | 1,132,399 | 30% on 3/13/2025; 30% on 3/13/2026; 40% on 3/13/2027 . |
| PSUs (target) granted 3/13/2024 | 30,106 (target) | 1,132,287 (target value) | 100% on 3/13/2027, subject to performance . |
Stock Ownership Guidelines: 3x base salary for NEOs, to be met within five years; all NEOs are in compliance or on track . PSUs subject to performance and unexercised options do not count toward guidelines .
Employment Terms
- Agreements on file: Offer Letter (July 18, 2023), Confidentiality/Non-Compete/IP Agreement (Aug 1, 2023), and Executive Severance Agreement (Aug 1, 2023) .
- Work model/relocation letter (July 21, 2025): Based in Columbus, OH; weekly travel to Columbus with average 3 in-office days; no mandatory full relocation; personal responsibility for travel costs; original stipend discontinued June 30, 2025; option for partial relocation by Dec 31, 2025 with assistance (6 months temporary housing) subject to repayment if resigning/terminated for cause within one year of relocation; employment remains at-will .
- Clawbacks: NYSE/Dodd-Frank financial restatement clawback plus supplemental policy allowing cancellation/recoupment for cause or grounds existing at termination; applies to cash and equity incentives and severance for VP+ .
- Hedging/pledging: Hedging and short-selling prohibited; pledging only with advance approval (none pledged) .
Termination and Change-in-Control Economics (as of Feb 1, 2025; BBWI share price $37.61)
| Scenario | Base Salary | Bonus | Equity Acceleration Value | Benefits/Perqs | Total |
|---|---|---|---|---|---|
| Involuntary without Cause / Voluntary with Good Reason (no CIC window) | 1,700,000 | 2,040,000 (4 seasons at target + pro rata) | 796,496 (pro-rata acceleration) | 52,601 | 4,589,097 |
| Involuntary without Cause / Voluntary with Good Reason (within 3 months before or 24 months after CIC) | 1,700,000 (2x salary lump sum) | 1,928,208 (sum of last 4 seasonal payments + pro rata) | 3,031,353 (double-trigger acceleration) | 1,700,000 | 6,712,162 |
| Death | — | — | 3,031,353 (vesting subject to performance) | 300,000 | 3,331,353 |
| Disability | — | — | 3,031,353 (vesting subject to performance) | — | 3,031,353 |
| Voluntary or Retirement | — | — | — | — | — |
Key provisions:
- Severance multiple: 2x base salary upon CIC double-trigger; outside CIC, 24 months of salary continuation .
- Bonus treatment: Outside CIC, four seasons at target plus pro rata for season of termination; in CIC window, lump sum equal to last four seasonal payouts plus pro rata .
- Equity: Pro-rata acceleration outside CIC; double-trigger acceleration (RSUs/PSUs/options) in CIC window; PSUs assumed at target for estimates .
Compensation Structure Analysis
- Cash vs. equity mix: 2024 equity awards ($2.78M) exceeded non-equity incentive ($1.02M), consistent with philosophy to emphasize long-term, performance-contingent pay .
- Shift and rigor: Short-term plan added absolute net sales (25%) alongside adjusted operating income (75%) in 2024; PSUs tie to OI margin and relative TSR with negative TSR cap, enhancing alignment and downside sensitivity .
- Governance safeguards: No 280G excise tax gross-ups; no option repricing without shareholder approval; no single-trigger equity vesting upon CIC; no dividends on unearned awards .
Related Party Transactions and Governance
- No related person transactions reported for fiscal 2024 .
- Independent compensation consultant supports HCC Committee; robust clawback and ownership policies in place .
Investment Implications
- Alignment: High proportion of at-risk compensation (PSUs with operating margin and relative TSR; cash incentives tied to seasonal OI and sales) suggests incentives aligned to profitable growth and shareholder returns; the negative TSR cap limits upside in down markets, moderating risk-taking .
- Vesting calendar and potential supply: Material RSU tranches vest on 3/13/2026 (30%), 3/13/2027 (40%), 8/1/2025 (43%), and 8/1/2026 (57%); PSUs cliff-vest on 3/13/2027 subject to performance, which may create defined windows for potential insider selling pressure as vesting occurs (subject to trading windows/10b5-1 plans) .
- Retention and mobility: At-will status with active weekly travel arrangement and optional partial relocation (with assistance/clawback conditions) is formalized; standard severance with double-trigger CIC protection indicates balanced retention and change-in-control treatment without single-trigger acceleration .
- Ownership and risk controls: Beneficial ownership increased to 15,648 shares by April 2025; robust ownership guidelines (3x salary within five years), hedging ban, and no pledging reinforce alignment and limit governance red flags .