Stitch Fix, Inc.
For the period ended Aug 2, 2025. Filed Oct 31, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 2, 2025 · Filed Oct 31, 2025
Contents
Pay versus Performance
The table below shows compensation actually paid, as defined by the SEC in Item 402(v) of Regulation S-K (“Item 402(v)”), for our executives, and our financial performance for the fiscal years ended August 2, 2025, August 3, 2024, July 29, 2023, July 30, 2022, and July 31, 2021. For purposes of this discussion, our CEO is also referred to as our principal executive officer or “PEO” and our other named executive officers are referred to as our “Non-PEO NEOs”:
| Summary Compensation Table (“SCT”) Totals For: · Compensation Actually Paid (“CAP”) To: · Value of Initial Fixed $100 Investment Based On: | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year · PEO 1($) (1,2) · PEO 2 ($) (1,2) · PEO 3 ($) (1,2) · PEO 1 ($) (1,3) · PEO 2 ($) (1,3) · PEO 3 ($) (1,3) · Average SCT Total for Non-PEO NEOs ($) (1,2) · Average CAP to Non-PEO NEOs ($) (1,3) · Total Shareholder Return ($) (4) · Peer Group Total Shareholder Return ($) (5) · Net Loss (in thousands) ($) (6) · Adjusted EBITDA (in thousands) ($) (7) | ||||||||||||||||||||||
| 2025 | N/A | N/A | 10,129,032 | N/A | N/A | 11,249,951 | 3,508,770 | 4,846,565 | 20.27 | 179.30 | (28,739) | 49,139 | ||||||||||
| 2024 | N/A | N/A | 1,464,928 | N/A | N/A | (3,215,275) | 2,945,147 | 2,266,228 | 18.47 | 167.61 | (128,840) | 29,281 | ||||||||||
| 2023 | 476,112 | 652,000 | 9,838,545 | 336,828 | (2,670,068) | 14,172,325 | 3,148,095 | 1,407,739 | 22.17 | 149.43 | (171,973) | 16,814 | ||||||||||
| 2022 | N/A | 3,134,920 | N/A | N/A | (26,070,368) | N/A | 5,631,793 | (370,343) | 26.95 | 138.47 | (207,121) | (19,455) | ||||||||||
| 2021 | 637,980 | 8,818,130 | N/A | 16,056,684 | 34,319,020 | N/A | 6,115,644 | 6,408,758 | 243.43 | 203.53 | (8,876) | 64,945 | ||||||||||
(1)NEOs included in these tables reflect the following individuals:
| Year | PEO | Non-PEO NEOs | |
| 2025 | PEO 3 | Matt Baer | David Aufderhaar, Casey O’Connor, Anthony Bacos |
| 2024 | PEO 3 | Matt Baer | David Aufderhaar, Casey O’Connor, Anthony Bacos |
| 2023 | PEO 1 | Katrina Lake | Dan Jedda, Scott Darling, Sachin Dhawan, David Aufderhaar, Casey O'Connor |
| PEO 2 | Elizabeth Spaulding | ||
| PEO 3 | Matt Baer | ||
| 2022 | PEO 2 | Elizabeth Spaulding | Dan Jedda, Scott Darling, Sachin Dhawan |
| 2021 | PEO 1 | Katrina Lake | Dan Jedda, Scott Darling, Michael Smith |
| PEO 2 | Elizabeth Spaulding |
(2)Amounts reflect total compensation as reported in our SCT for our NEOs for each applicable fiscal year.
(3)CAP has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v)). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP for fiscal year 2025, the following amounts were deducted from and added to the total compensation number shown in the SCT:
| Fiscal Year 2025(For PEO 3) | Fiscal Year 2025(Average For Non-PEO NEOs) | |
|---|---|---|
| Summary Compensation Table Total | 10,129,032 | 3,508,770 |
| Less: Amounts Reported in SCT for Stock and Option Awards Based on Grant Date Fair Value | (7,821,663) | (2,460,316) |
| Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 8,128,754 | 3,286,644 |
| Plus/Less: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | 134,109 | 61,370 |
| Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | 356,377 | 218,575 |
| Plus/ Less: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | 323,343 | 231,521 |
| Compensation Actually Paid | 11,249,951 | 4,846,565 |
(4)The reconciliation calculations for the other covered fiscal years may be found in the Company’s proxy statement for the 2024 annual meeting of stockholders.
For purposes of the above adjustments, the fair values of equity awards on the applicable date were determined in accordance with ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant date fair value for accounting purposes. The assumptions used in calculating such amounts are set forth in the notes to our audited consolidated financial statements included in our 2025 Annual Report on Form 10-K.
The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this proxy statement.
| Fiscal Year 2025 | |
|---|---|
| Restricted Stock Units | |
| Stock Price | $3.59 - $6.64 |
| Stock Options | |
| Expected Term (years) | 1.1 – 5.4 |
| Strike Price | $2.48 - $5.02 |
| Volatility | 78.6% - 86.2% |
| Dividend Yield | 0.0% - 0.0% |
| Risk-Free Interest Rate | 3.4% - 4.1% |
(5)Total Shareholder Return (“TSR”) represents the cumulative total return to stockholders on a fixed investment of $100 in our Class A common stock for the period beginning on the last trading day of fiscal year ended August 1, 2020 through the end of each applicable fiscal year, assuming reinvestment of dividends. The Company has not paid dividends historically.
(6)Peer Group TSR represents the cumulative total return on a fixed investment of $100 in the Standard and Poor’s Retail Select Industry Index for the period beginning on the last trading day of fiscal year ended August 1, 2020 through the end of each applicable fiscal year, assuming reinvestment of dividends.
(7)The dollar amounts reported represent the net loss reflected in the Company’s audited consolidated financial statements for each applicable year.
(8)The dollar amounts reported represent our Adjusted EBITDA reflected in the Company’s audited consolidated financial statements for each applicable fiscal year. We define Adjusted EBITDA as net loss from continuing operations, excluding interest income, other income (expense), net, provision (benefit) for income taxes, depreciation and amortization, stock-based compensation expense, restructuring and other one-time costs, and non-ordinary course legal fees related to our continuing operations. Refer to Appendix A to this proxy statement for a reconciliation of net loss, the most comparable GAAP financial measure, to Adjusted EBITDA for each of the fiscal years presented.
All of the information provided above under the “Pay versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
Relationship Between CAP and Cumulative TSR of Stitch Fix and our Peer Group
The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against our TSR, as well as the relationship between our TSR and the TSR of our peer group:
Relationship Between CAP and Net Income (Loss)
The following chart illustrates the CAP for our PEOs and the average CAP for our Non-PEO NEOs against our net income (loss):
Relationship Between CAP and Adjusted EBITDA
The following chart illustrates the CAP for our PEOs and the average CAP for our Non-PEO NEOs against our Adjusted EBITDA. Refer to Appendix A to this proxy statement for a reconciliation of net loss, the most comparable GAAP financial measure, to Adjusted EBITDA for each of the fiscal years presented.
Most Important Performance Measures
The following is an unranked list of the financial performance measures we consider most important in linking company performance and compensation actually paid to our named executive officers for the most recently completed fiscal year:
TSR
Net Income (Loss)
Adjusted EBITDA
Net Revenue
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.