ABERCROMBIE AND FITCH CLASS A (ANF)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
ABERCROMBIE AND FITCH CLASS A · Meeting: June 3, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Anderson has served since 2018, meets all independence and attendance requirements, brings relevant financial and governance expertise (audit committee chair, former CEO), holds 3 outside board seats which is within the policy limit, and ANF's 3-year total shareholder return of +281% outperforms the peer group median by +245 percentage points, far exceeding the 65-point underperformance threshold needed to trigger a vote against.
Clarke joined in 2024 and has been on the board for less than 24 months, making him exempt from the stock performance trigger under policy; he brings relevant consumer, supply chain, and digital commerce expertise with no overboarding or other policy flags.
Coulter has served since 2020, meets all independence and attendance requirements, brings direct apparel and retail executive experience, holds 1 outside board seat well within policy limits, and the strong TSR performance trigger does not apply given ANF's peer-relative outperformance of +245 percentage points.
Goldman has served since 2020, meets all independence and attendance requirements, brings consumer brand and governance expertise, holds 2 outside board seats within policy limits, and ANF's exceptional 3-year stock performance relative to its peers means the TSR underperformance trigger does not apply.
Horowitz is the CEO and executive director; she meets attendance requirements, has no overboarding concerns, holds no current outside public board seats, and ANF's 3-year total shareholder return of +281% outperforms the compensation peer group median by +245 percentage points — far above the 65-point threshold required to trigger a vote against under policy, and independent of the Say on Pay determination.
McCluskey has served since 2019, meets all independence and attendance requirements, brings deep apparel and retail CEO experience, chairs the compensation committee, holds 1 outside board seat within policy limits, and the TSR trigger does not apply given ANF's strong relative performance.
Nuñez has served since 2023 (approximately 2 to 3 years), meets independence and attendance requirements, brings marketing and digital expertise, holds 1 outside board seat within policy limits, and even proportionally applying the TSR trigger given his shorter tenure, ANF's outperformance of peers by +245 percentage points means the trigger does not apply.
Robinson has served since 2021, meets all independence and attendance requirements, brings strong finance and audit expertise as a designated financial expert on the audit committee, holds 2 outside board seats within policy limits, and ANF's peer-relative TSR outperformance means the TSR trigger does not apply.
Travis has served since 2019 and as independent board chairperson since January 2023; he meets all independence and attendance requirements, brings extensive retail and public company governance experience, holds no current outside public board seats, and ANF's 3-year total shareholder return of +281% outperforms the compensation peer group median by +245 percentage points, well above the 65-point threshold needed to trigger a vote against.
All nine director nominees receive a FOR vote. ANF's 3-year total shareholder return of approximately +281% outperforms the compensation peer group median by roughly +245 percentage points — far exceeding the 65-point underperformance threshold that would be required under policy to trigger a vote against any director. No director is overboarded, all independent directors are properly classified, all directors met the 75% attendance requirement in fiscal 2025, and there are no familial relationships or improper committee assignments. Andrew Clarke, who joined in 2024, is additionally exempt from the TSR trigger as a director with less than 24 months of tenure.
Say on Pay
✓ FORCEO
Fran Horowitz
Total Comp
$13,300,257
Prior Support
98.0%%
CEO Fran Horowitz received total compensation of approximately $13.3 million for fiscal 2025, which is consistent with benchmark expectations for a CEO of a $4.5 billion market cap specialty retailer that delivered record net sales of $5.27 billion, record operating margins, and a 3-year total shareholder return of +281%. The pay structure is strongly aligned with shareholder interests: approximately 90% of CEO pay is variable or at-risk (versus the policy requirement of at least 50-60%), consisting of a mix of performance-based stock awards tied to three-year sales growth, adjusted operating profit margin, and relative total shareholder return versus peers, plus annual cash incentives tied to seasonal financial goals. The company has a robust clawback policy, meaningful stock ownership guidelines, and received 98% shareholder support on last year's Say on Pay vote, demonstrating sustained broad shareholder endorsement of the pay program.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big 4 firm fully appropriate for a company of ANF's size (approximately $4.5 billion market cap). The proxy filing does not disclose specific audit fee or non-audit fee dollar amounts in the sections available for analysis, so the non-audit fee ratio trigger cannot be evaluated — under policy, the absence of fee data does not automatically trigger a vote against. Similarly, auditor tenure is not disclosed in the available filing text; per policy, the tenure trigger requires confirmed data to apply and therefore does not fire. No material financial restatements are noted. The default vote is FOR absent confirmed trigger conditions.
Overall Assessment
ANF's 2026 annual meeting ballot contains three standard proposals: a director election, an advisory say-on-pay vote, and auditor ratification. All three receive a FOR vote — the director slate is clean with no overboarding, attendance, or TSR underperformance concerns given ANF's exceptional +281% 3-year stock return that outpaces its peer group by approximately 245 percentage points, the executive compensation program is well-structured with 90% variable pay for the CEO and strong pay-for-performance alignment, and PricewaterhouseCoopers is an appropriate Big 4 auditor for a company of ANF's scale.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing