Tom Mazurek

About Tom Mazurek

Tom Mazurek, age 58, is Chief Supply Chain Officer at Bath & Body Works (BBWI) and has been with the company since 2000, becoming CSCO in May 2022. He leads product development, R&D/engineering, global manufacturing/sourcing, and enterprise sustainability, and was a key contributor to “Beauty Park,” the company’s integrated partner manufacturing hub; earlier in his career he held operational roles at Hasbro and Mattel . He holds a B.S. from Fordham University and an MBA from the University at Buffalo . Company performance context during his tenure as a named executive includes FY2024 net sales of $7,307 million, net income of $798 million, and adjusted operating income of $1,266 million (equal to GAAP operating income in 2024), with five-year cumulative TSR turning $100 into $218.10 by FY2024; incentive design emphasizes adjusted operating income, net sales (short-term), and operating income margin and relative TSR (long-term) .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Short‑Term Incentive (STI) – Design and Outcomes (FY2024)

Long‑Term Incentives (LTI) – Current Grants and Structure

Stock Options (Outstanding)

Equity Ownership & Alignment

Beneficial Ownership (as of April 8, 2025)

• Stock ownership guidelines: 3x base salary for NEOs; compliance required within five years; all NEOs are either in compliance or on track .
• Hedging prohibited; pledging prohibited without approval; none of the Company’s stock held by NEOs or directors is pledged .

Equity Vested and Exercises (FY2024)

Outstanding Unvested/Unearned Awards at FY‑End (Feb 1, 2025)

Employment Terms

Severance and Change‑in‑Control Economics (Assuming termination date Feb 1, 2025; stock price $37.61)

Key terms and structure:

• Non‑CIC termination: 24 months of base salary continuation; two years of COBRA premiums; pro‑rated current‑season STI paid based on actual performance; additional two years of STI payouts based on actual performance; pro‑rata acceleration of time‑based awards; pro‑rata continued vesting for performance‑based awards subject to achievement .
• Change‑in‑control (double‑trigger): Upon qualifying termination within three months before or 24 months after a CIC, lump sum equal to the last four seasonal STI payouts plus pro‑rated current‑season STI (using average of prior four); full acceleration of unvested equity (PSUs deemed target if <1/3 of performance period elapsed; otherwise deemed maximum) .
• No excise tax gross‑ups under Section 280G/4999; no single‑trigger vesting .
• Clawbacks: Policy compliant with NYSE/Dodd‑Frank; supplemental recoupment allows recovery/cancellation for cause and related circumstances .

Performance & Track Record (role‑relevant highlights)

• Led end‑to‑end supply chain and sustainability; credited as key contributor to “Beauty Park,” integrating key manufacturing partners near BBWI’s Ohio logistics hub to enhance speed/cost .
• 2024 company execution: net sales $7,307m; net income $798m; delivered ~$155m of cost reductions in 2024, ~$300m+ over two years vs initial $200m target, supporting operating leverage focus .
• Incentive linkage: FY2024 STI paid slightly below target (99.6%) consistent with mixed performance (Spring above target; Fall below) and new metric mix adding absolute net sales (25%) alongside adjusted operating income (75%) .
• Legacy retention PSUs (May 2022) paid below target for Mazurek (12,097 earned vs 18,055 target), indicating measured performance calibration during CEO transition period .

Compensation Structure Analysis

• Mix shifts and rigor: For NEOs, PSUs constitute 50% of LTI with equal weighting of relative TSR and operating income margin and a negative absolute TSR cap; RSUs vest 30/30/40 over three years, supporting retention with staggered vests through 2027 .
• Year‑over‑year salary: NEO base salaries held flat since 2022, increasing relative weight of LTI (higher at‑risk pay mix) .
• Governance safeguards: No tax gross‑ups; no single‑trigger CIC vesting; anti‑hedging; no pledging (and none pledged); robust clawbacks .

Equity Ownership & Alignment (risk/pressure signals)

• Ownership: 27,311.577 shares beneficially owned (<1%); 5,671 shares issuable within 60 days, indicating modest direct ownership relative to float (skin‑in‑the‑game present but not concentrated) .
• Upcoming vesting cadence: Significant RSU tranches in 2025, 2026, 2027 and PSU cliffs in 2026/2027 may create periodic liquidity windows and potential selling pressure around vest dates (subject to 10b5‑1 plans and blackout policies) .
• 2024 realized equity: 27,029 shares vested; modest option exercise value realized, suggesting limited in‑the‑money leverage from legacy options at 2024 prices .

Employment Terms (retention/transition risk)

• Retention supports: Multi‑year cliff/performance PSU awards and staggered RSU vests (through March 2027) align continued service; severance provides income continuity without tax gross‑ups .
• CIC dynamics: Double‑trigger structure reduces entrenchment risk while ensuring competitive protections; PSU treatment shifts to target or max depending on elapsed performance period .

Investment Implications

• Alignment: Pay design is tightly linked to operating income margin and relative TSR (with downside “cap”), and STI mix leans toward profitability (75% AOI), aligning supply chain execution with shareholder value drivers .
• Retention risk: Substantial unvested RSUs/PSUs through 2027, coupled with 24‑month severance and continued/performance‑based vesting in non‑CIC terminations, lowers near‑term flight risk; 2022 retention PSU payout below target suggests performance discipline .
• Selling pressure: Concentrated vest dates in May/March of 2025–2027 and cliff PSU events (2026/2027) could be followed by discretionary sales; monitor 10b5‑1 filings/form 4s around these windows .
• Governance quality: No hedging, no pledging, robust clawbacks, and no CIC tax gross‑ups reduce governance red flags; no single‑trigger vesting and performance‑weighted LTI indicate shareholder‑friendly structure .