BATH AND BODY WORKS INC (BBWI)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
BATH AND BODY WORKS INC · Meeting: June 11, 2026
Directors FOR
1
Directors AGAINST
9
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Bogliolo has served since 2022, giving him meaningful tenure overlap with BBWI's severe stock underperformance — the stock lost 42% over three years while the company's own peer group gained over 6%, a gap of 48 percentage points that far exceeds the 20-point threshold for a negative-TSR company; the five-year record (-60% vs. peers +22%) confirms this is not a temporary dip, so no mitigation applies.
Ms. Brady joined in 2023, which is more than 24 months ago but covers less than the full three-year underperformance period; however, BBWI's stock had already begun its significant decline before she joined, and the underperformance gap (-48pp vs. the peer group) is so extreme that the trigger still applies; the five-year record does not provide a mitigating longer-term track record of adequate performance.
Ms. Hondal has served since 2021, giving her full tenure overlap with the three-year underperformance period; BBWI's stock declined 42% while the company's peer group rose 6%, a gap of 48 percentage points well above the 20-point trigger threshold, and the five-year record is equally poor, so no mitigation applies.
Ms. Lee has served since 2021, giving her full tenure overlap with the severe underperformance period; BBWI lost 42% over three years against a peer group that gained 6%, a 48-percentage-point gap far above the 20-point trigger, and the five-year record confirms sustained underperformance with no mitigating longer-term track record.
Ms. Nash has been Board Chair since 2019, giving her the longest tenure overlap with BBWI's underperformance of any director on the slate; as Board Chair she bears primary governance responsibility, and the stock's 42% three-year decline against a peer group gain of 6% (a 48-point gap) and a 60% five-year decline against a peer gain of 22% reflect sustained value destruction on her watch.
Mr. Rajlin has served since 2022, giving him meaningful tenure overlap with the three-year underperformance period; BBWI's stock fell 42% while peers gained 6%, a 48-point gap well above the trigger threshold, and the five-year record confirms this is not a short-term issue, so no mitigation applies.
Mr. Steinour has served since 2014 and has full overlap with every year of BBWI's underperformance; the stock's 42% three-year decline against a 6% peer gain and 60% five-year decline against a 22% peer gain represent severe and sustained value destruction during his tenure, triggering a vote against under the policy with no mitigation.
Mr. Symancyk has served since 2021, giving him full overlap with the three-year underperformance period; BBWI's stock fell 42% while the peer group gained 6%, a 48-point gap far exceeding the 20-point trigger, and the five-year record shows the same pattern of sustained underperformance with no mitigating adequate longer-term track record.
Mr. Voskuil joined in 2023, which is more than 24 months ago but covers less than the full three-year period; however, BBWI's underperformance was already well-established before his arrival, and the 48-point gap vs. peers is so severe that the trigger applies; the five-year record offers no mitigating track record of adequate performance.
For Analysis
Mr. Heaf joined the board in 2025 and has been a director for less than 24 months, so he is exempt from the TSR underperformance trigger under policy; he also just began his role as CEO and is actively leading a new strategic turnaround plan.
Nine of ten director nominees trigger a vote against under the TSR underperformance policy: BBWI's stock lost 42% over three years while its own disclosed peer group gained 6%, a gap of 48 percentage points that far exceeds the 20-point trigger threshold applicable to companies with negative absolute TSR. The five-year record (-60% vs. peers +22%) confirms this is sustained underperformance, not a temporary dip, so the five-year mitigation does not apply. Only Daniel Heaf, who joined in 2025 and is within the 24-month new-director exemption, receives a FOR vote.
Say on Pay
✓ FORCEO
Daniel Heaf
Total Comp
$6,587,902
Prior Support
98.8%%
CEO Daniel Heaf's total reported compensation of approximately $6.6 million is reasonable for a newly hired chief executive at a consumer-discretionary company of BBWI's market cap, and a significant portion — roughly 77% — is in the form of variable stock awards and performance-based incentive pay, well above the minimum required mix. The short-term incentive paid out at only 32.2% of target because the company missed its annual financial goals, demonstrating that the pay program does respond to underperformance; the long-term performance stock awards include a relative total shareholder return metric and a 'negative TSR cap' that limits payouts when the stock declines, further tying executive outcomes to shareholder outcomes. Prior say-on-pay support was 98.8%, and no structural concerns trigger a vote against.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
23 yrs
Audit Fees
$3,998,000
Non-Audit Fees
$15,000
Ernst & Young LLP's non-audit fees of $15,000 represent less than 1% of audit fees of $3,998,000, far below the 50% threshold that would raise independence concerns; EY's tenure of approximately 23 years is below the 25-year threshold that would trigger a vote against; and EY is a Big Four firm appropriate for a company of BBWI's size and complexity.
Overall Assessment
The 2026 BBWI annual meeting ballot contains three standard proposals: director elections, auditor ratification, and an advisory say-on-pay vote. The say-on-pay and auditor ratification proposals pass the policy screens and receive FOR votes, but nine of ten director nominees — every director except newly appointed CEO Daniel Heaf — receive AGAINST votes because BBWI's stock has declined 42% over three years while the company's own disclosed peer group gained 6%, a gap of 48 percentage points that triggers the policy's underperformance threshold, and the five-year record confirms the underperformance is sustained rather than transient.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing