Business Context and Reporting Period
Bath & Body Works, Inc. filed a Form 8-K dated September 21, 2026, reporting a compensatory arrangement for Daniel Heaf, the Company’s Chief Executive Officer. The report was signed and filed on September 23, 2026.
Material Compensation Arrangement
- The Human Capital and Compensation Committee granted Mr. Heaf a performance stock unit award with a target value of $10 million, representing 591,366 shares of Company common stock.
- The award has a four-year performance period and is intended to incentivize execution of the Company’s long-term strategy and sustained shareholder value creation.
- Shares are earned based on the Company’s average closing stock price over any 60 consecutive trading days during the performance period:
| Stock price hurdle | Target PSUs earned |
|---|---|
| $40 | 75% |
| $60 | 100% |
| $80 | 150% |
| $100 | 200% |
- Earned PSUs generally vest on the fourth anniversary of the grant date, subject to continued employment through that date or an earlier qualifying termination.
- The number of PSUs otherwise earned will generally be reduced by 50% if the Company’s total shareholder return ranks below the 55th percentile of the S&P 1500 Consumer Discretionary Distribution & Retail Index at the end of the performance period.
Financial Metrics, Liquidity, and Outlook
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, operating guidance, or other financial forecasts. It also does not provide a broader management outlook beyond the stated objective of supporting long-term strategy execution and shareholder value creation.
Risks, Contingencies, and Unusual Items
- The award’s value and vesting depend on achieving specified stock price hurdles and relative total shareholder return performance.
- Continued employment and the treatment of qualifying terminations may affect vesting.
- The filing states that the summary of the award is qualified by reference to the full award agreement filed as Exhibit 10.1.
Investor Verification Items
- Review Exhibit 10.1 for the complete terms, including termination, forfeiture, adjustment, and settlement provisions.
- Verify the grant-date valuation methodology and accounting treatment of the $10 million target award.
- Assess potential dilution from the 591,366 target shares and the possibility of earning up to 200% of the target PSU amount.
- Monitor the Company’s stock-price performance and relative TSR against the specified index during the four-year performance period.