Torrid Holdings Inc

This advisory (non-binding) proposal asks shareholders to approve the compensation paid to the Company’s named executive officers, providing a forum for shareholder feedback on pay practices. Management seeks shareholder support to validate its compensation design, which mixes fixed base salaries, annual cash incentive awards tied to Adjusted EBITDA goals, and long-term equity-based compensation (RSUs, PSUs, and options) intended to align executive interests with long-term stockholder value. The Compensation Committee uses an independent consultant (Exequity) and peer benchmarking in establishing pay levels and believes the program balances retention, performance incentives, and alignment with shareholders through equity and stock ownership guidelines, a clawback policy, and use of performance-based awards. Contextually, fiscal 2025 performance did not meet threshold Adjusted EBITDA goals (target ~ $104.5 million), resulting in no annual incentive payouts under the Annual Incentive Plan and cancellation of certain performance-based PSU awards, facts that investors may weigh when casting advisory votes. Management emphasizes that pay outcomes reflect both realized and unvested equity dynamics and that the Board will consider advisory vote results when making future compensation decisions. The proposal is non-binding by federal law, but a negative vote could prompt enhanced engagement, potential design changes to metrics or targets, or additional disclosure from the Compensation Committee. The Board recommends a “FOR” vote, arguing that existing governance measures, the mix of short- and long-term incentives, and alignment mechanisms appropriately tie pay to company strategy and shareholder interests. Investors evaluating this proposal should weigh the program’s structure, the recent lack of cash payout due to missed Adjusted EBITDA thresholds, the canceled PSUs, and the degree to which realized compensation reflected company performance in fiscal 2025. Given the company’s controlled-company status and Board composition, shareholders should also consider the degree to which independent oversight and engagement practices (use of an independent consultant, Compensation Committee oversight, clawback and stock ownership guidelines) mitigate governance risks around pay decisions.

This catch-all proposal authorizes consideration and voting on any other business properly brought before the Annual Meeting or any adjournment, and typically covers procedural matters, ministerial motions, or unexpected substantive proposals that arise prior to or at the meeting. The language is intentionally broad, giving the meeting chair and named proxies discretion to vote on unforeseen items; while the Board’s proxy card grants designated officers authority to vote on such matters, the filing notes that proxies will vote in accordance with the Board’s recommendations on other matters incidental to the conduct of the meeting. Management provides no explicit affirmative recommendation for unspecified future matters because their nature and potential impact are unknown; consequently, outcomes for such items are inherently uncertain and depend on the specific matter, notice adequacy, and applicable voting standards. For investors assessing risk, the “other business” item represents procedural exposure rather than a discrete corporate action, but it can include stockholder proposals, adjournment/postponement motions, or other procedural approvals that may affect meeting logistics or subsequent votes. From a governance perspective, shareholders should monitor whether any substantive items are disclosed in advance of the meeting and review any supplemental materials or Form 8-K disclosures after the meeting if unexpected proposals are presented. Given the Company’s controlled-company status and the Board’s authority to designate nominees under the Stockholders’ Agreement while Sycamore retains certain rights, shareholders may consider the relative ability to influence ad hoc matters. The Board’s stated practice is to forward communications and to exercise discretion consistent with corporate governance rules; however, a contested or materially impactful item would likely attract engagement and potential public disclosure. Overall, this proposal is a procedural placeholder, and its practical significance depends entirely on whether additional substantive matters are timely and properly presented for shareholder action.