Michael Wu

About Michael Wu

Michael C. Wu is Chief Legal Officer and Corporate Secretary of Bath & Body Works, Inc. (BBWI), serving since May 2021; his biography highlights nearly 30 years as a four-time public company general counsel with expertise in governance, CSR, compliance, risk management, securities, M&A, and international expansion, and lists his education as Emory University (undergraduate) and the University of Virginia School of Law (J.D.) . He signed the company’s May 19, 2025 Form 8‑K as Chief Legal Officer and Corporate Secretary, underscoring his role in corporate governance . BBWI’s pay-versus-performance framework links executive compensation to adjusted operating income, net sales, operating income margin, and relative TSR; the company reports cumulative TSR, net income, and adjusted operating income in its proxy disclosures, which underpin pay-for-performance alignment for NEOs including Wu .

Past Roles

External Roles

• No public-company board directorships are disclosed in Wu’s BBWI proxy biography .

Fixed Compensation

Multi-year compensation for Michael Wu (fiscal years 2022–2024):

Performance Compensation

Short-term Cash Incentive (FY 2024 design and payout)

• Program metrics: adjusted operating income (75% weighting) and absolute net sales (25% weighting); two six-month performance periods (Spring and Fall), with Fall weighted more heavily due to holiday season importance .
• Target annual incentive opportunity: 100% of base salary ($725,000) .
• Actual FY 2024 payout: Spring $317,840; Fall $404,550; Total $722,390 (99.6% of target) .

Long-term Equity Incentive Awards (FY 2024 grants)

Design for NEOs other than CEO: 50% PSUs (three-year performance period) and 50% RSUs (three-year time-based vesting: 30%/30%/40%) .

Historical vesting and realized value (FY 2024):

• Stock awards vested: 31,120 shares; value realized $1,489,989; options exercised: 0; value realized on exercise: $0 .

Retention PSUs (FY 2022 grants; vested in 2024):

• Target awarded: 22,765; actual earned: 15,253 (Wu). These retention PSUs were granted in May 2022 to ensure leadership focus during CEO transition and vested based on a performance scale .

PSU program standards

• FY 2024 PSU max payout: 200%; equal weighting between operating income margin and relative TSR; negative absolute TSR cap (payout capped at 100% if absolute TSR is negative) .
• FY 2023 PSU targets: Threshold 16% margin/30th percentile TSR; Target 18%/50th percentile; Max 20%/90th percentile; earnings vest May 2026 if earned .

Equity Ownership & Alignment

Beneficial Ownership and Pledging

• Executive stock ownership guidelines: CEO 6× base salary; other NEOs 3× base salary; compliance required within five years; all NEOs either compliant or on track .
• Hedging and short-selling prohibited; pledging requires advance approval by Chief Legal Officer; none pledged by NEOs/Board .

Outstanding Equity Awards at FY-end 2024 (as of Jan 31, 2025; stock price $37.61)

Forthcoming vesting milestones (supply watch)

Employment Terms

• Severance framework (NEOs, including Wu): If terminated without “Cause” or resigning for “Good Reason” outside CIC window, continued base salary for 24 months (two years), prorated season incentive for the termination season based on actual performance, plus incentive compensation for two years post-termination based on actual performance; pro-rata vesting for time-based awards and continued pro-rata vesting for performance awards contingent on metrics achievement .
• Change-in-control (CIC) protections: Double-trigger equity acceleration (termination without Cause or for Good Reason within three months before or 24 months after a CIC); performance goals deemed at target if <1/3 of performance period lapsed, otherwise deemed at maximum; short-term incentive paid as sum of last four seasonal bonuses plus prorated current season based on average of prior four .
• CIC definition: Ownership >33% voting power; board majority turnover; reorganization/merger with <50% continuity of ownership; liquidation or sale of substantially all assets .
• Benefits/perquisites in separation scenarios: Includes COBRA premiums for two years under involuntary/good reason scenarios; estimated benefits shown in proxy tables; no excise tax gross-ups under Section 280G .
• Restrictive covenants: One-year non-compete and non-solicitation post-termination, required for severance/equity acceleration eligibility; customary Cause/Good Reason definitions apply .

Compensation Governance and Peer Benchmarking

• Executive Compensation Best Practices include robust clawbacks, stock ownership guidelines, minimum one-year vesting, prohibitions on hedging/short-selling, no pledging without approval (none pledged), no option repricing, no single-trigger equity vesting on CIC, and no 4999 excise tax gross-ups .
• Executive Stock Ownership Guidelines: CEO 6×; other NEOs 3× base salary; compliance required within five years; NEOs are compliant or on track .
• Shareholder feedback and peer group updates: HCC Committee added a relative TSR metric to PSUs in 2023 with negative absolute TSR cap; added an absolute net sales metric in 2024 STIP; enhanced compensation peer group by adding PVH Corp. and Tapestry, Inc. and removing Foot Locker, Inc. and Burlington Stores, Inc. .
• Say-on-Pay: Company recommends “FOR” the advisory vote on FY 2024 NEO compensation; vote held annually; next advisory vote in 2026 .

Board Governance Touchpoints

• Audit Committee oversees ethics/compliance and significant legal/regulatory matters, receiving at least quarterly reports; all board committees composed of independent directors .
• Corporate governance principles emphasize oversight of risk management, legal/regulatory, ethics and compliance; independent executive sessions at every board meeting .

Investment Implications

• Pay-for-performance alignment: Wu’s FY 2024 cash incentive paid at 99.6% of target tied to adjusted operating income and net sales, and long-term equity is predominantly at-risk via PSUs with operating margin and relative TSR metrics plus a negative absolute TSR cap—indicating strong linkage of realized pay to value creation drivers .
• Retention risk appears moderated: Severance provides two years of base salary and pro-rata equity vesting, with double-trigger equity acceleration on CIC; restrictive covenants impose a one-year non-compete/non-solicit—reducing near-term flight risk while maintaining performance conditions on PSUs absent CIC .
• Insider selling pressure watch: Significant vesting events in 2025–2027 (RSUs and PSUs) could create episodic supply; Wu realized $1.49M from stock vesting in FY 2024, and scheduled RSU tranches in May 2025/2026 and March 2026/2027 plus PSU cliffs in 2026/2027 warrant monitoring around those dates .
• Alignment safeguards: No pledging of shares by NEOs, hedging/short-selling prohibited, robust clawbacks, and 3× salary ownership guidelines for NEOs support shareholder-friendly governance and reduce misalignment risk .