DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

VERA BRADLEY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒		No fee required.



☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14(a)-6(i)(1) and 0-11.

LOGO

Welcome to the Vera Bradley, Inc.

Annual Meeting of Shareholders

Dear Shareholder of Vera Bradley, Inc.:

You are cordially invited to attend the 2024 Annual Meeting of Shareholders of Vera Bradley, Inc., to be held at 8:00 a.m., Central Time, on May 30, 2024 at the Seneca Lounge, The Ritz-Carlton, Water Tower Place, 160 East Pearson Street, Chicago, IL 60611.

The attached Notice of 2024 Annual Meeting of Shareholders and Proxy Statement provide information concerning the matters to be considered and voted on at the Annual Meeting. Please take the time to carefully read each of the proposals.

Regardless of the number of shares you hold or whether you plan to attend the meeting in person, your vote is important. Accordingly, please vote your shares as soon as possible by following the instructions you received on your proxy card. Voting your shares prior to the Annual Meeting will not prevent you from voting your shares in person if you subsequently choose to attend the meeting.

To make it easier for you to vote, Internet and telephone voting are available. The instructions for voting via the Internet and telephone can be found on your proxy card.

Thank you for your continued support of Vera Bradley, Inc.

Sincerely,

LOGO

Jacqueline M. Ardrey

President and Chief Executive Officer

April 26, 2024

LOGO


NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
Date: May 30, 2024 Time: 8:00 a.m., Central Time Place: Seneca Lounge, The Ritz-Carlton Water Tower Place 160 East Pearson Street, Chicago, IL 60611. Record Date: April 3, 2024. You are entitled to vote at the Annual Meeting only if you were a shareholder at the close of business on the record date. Items of Business: • To elect nine Directors for a one-year term to expire at the 2025 Annual Meeting of Shareholders • To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2025 • To approve, on an advisory basis, the compensation of the Company’s named executive officers • To transact any other business as may properly come before the meeting or at any adjournments or postponements thereof.	Proxy Voting: Shareholders of record may vote in person at the Annual Meeting in Chicago, but may also appoint proxies to vote their shares in one of the following ways
		Via Internet Cast your vote at www.proxyvote.com 24/7 until 11:59 p.m., Eastern Time on May 29, 2024
		Via Phone Cast your vote by phone at 1-800-690-6903 24/7 until 11:59 p.m., Eastern Time on May 29, 2024
		Via Mail Mark, sign, and date your proxy card and return it in the postage-paid envelope provided


Shareholders whose shares are held by a bank, broker, or other nominee (in “street name”) may instruct such record holders how to vote their shares. Any proxy may be revoked at any time prior to its exercise at the meeting by following the procedures described in the proxy solicitation materials. If you hold your shares in “street name” and wish to vote your shares in person at the Annual Meeting, you must obtain a legal proxy from your bank, broker, or other holder of record, giving you the right to vote the shares. By Order of the Board of Directors, Mark C. Dely Corporate Secretary April 26, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 30, 2024: This 2024 Proxy Statement and Notice of Annual Meeting of Shareholders and our Fiscal 2024 Annual Report are available in the “Investor Relations” section of our website at www.verabradley.com.

LOGO

TABLE OF CONTENTS


PROXY SUMMARY			1

Fiscal 2024 Business Highlights			1

Strategic Progress			1

Financial Results			2

Corporate Responsibility and our Environmental, Social, and Governance Efforts			3

Executive Compensation			3

Corporate Governance Highlights			4

Shareholder Engagement			5

Questions and Answers			5

Note About Forward-Looking Statements			5

PROPOSAL NO. 1 ELECTION OF DIRECTORS			1

VOTE REQUIRED AND BOARD RECOMMENDATION			1

THE BOARD OF DIRECTORS			2

Director Qualifications and Selection Process			2

Director Nominees for Election at the 2024 Annual Meeting			3

CORPORATE GOVERNANCE			6

Corporate Governance Guidelines			6

Conflict of Interest and Business Ethics Policy			6

Code of Ethics for Senior Financial Officers			6

Risk Oversight			6

Stock Ownership Guidelines			7

Hedging, Derivatives and Pledging			7

Talent and Compensation Committee Interlocks and Insider Participation			7

Policy on Related Party Transactions			7

Related Party Transactions for Fiscal 2024			8

Family Relationships			8

Copies of Governance Documents			8

THE BOARD AND ITS COMMITTEES			9

Board Responsibilities			9

Board Independence			9

Board Leadership Structure and Lead Independent Director			10

Standing Committees and Meetings of the Board			10

Annual Board and Committee Evaluations			11

Committee Charters			11

Communications with Directors			12

DIRECTOR COMPENSATION			13

Cash Compensation for Non-Employee Directors			13

Restricted Stock Units for Non-Employee Directors			13

Fiscal 2024 Director Compensation			13

PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT AUDITOR			14

Proposal			14

Principal Accounting Fees and Services			14

VOTE REQUIRED AND BOARD RECOMMENDATION			14
AUDIT COMMITTEE REPORT			15

PROPOSAL NO. 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION			16

Proposal			16



VOTE REQUIRED AND BOARD RECOMMENDATION			16

EXECUTIVE COMPENSATION			17

TALENT AND COMPENSATION COMMITTEE REPORT			17

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS			17

Our Compensation Philosophy and Objectives			18

Compensation Mix and Pay for Performance			19

How We Make Executive Compensation Decisions			20

Elements of our Executive Compensation Program in Fiscal 2024			21

Agreements with Named Executive Officers			27

Compensation and Risk			27

Effect of Accounting and Tax Treatment on Compensation Decisions			28

COMPENSATION TABLES			29

Summary Compensation Table			29

Fiscal 2024 Grants of Plan-Based Awards			30

Outstanding Equity Awards at 2024 Fiscal Year-End			31

Option Exercises and Shares Vested			32

Pension Benefits			32

Nonqualified Deferred Compensation			32

Potential Payments Upon Termination or Change in Control			33

Severance Agreements and Arrangements			35

PAY RATIO DISCLOSURE			38

PAY VERSUS PERFORMANCE DISCLOSURE			39

QUESTIONS AND ANSWERS ABOUT THE PROXY AND THE 2024 ANNUAL MEETING			42

SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			45

OTHER BUSINESS & ADDITIONAL INFORMATION			47

Delinquent Section 16(a) Reports			47

Requirements, Including Deadlines, for Submission of Proxy Proposals, Nomination of Directors, and Other Business of Shareholders			47

LOGO

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and we encourage you to read the entire Proxy Statement before voting.

FISCAL 2024 BUSINESS HIGHLIGHTS

Strategic Progress

We ended fiscal 2024 with consolidated revenues of $470.8 million. Although fiscal 2024 had its challenges, we took actions that laid the groundwork to position the Company for the future.

On a corporate basis:

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We launched our long-term strategic plan, Project Restoration, and completed the first year of our turnaround. We thoughtfully outlined our plans in each of the four pillars of the strategic plan – Consumer, Brand, Product, and Channel – and began implementation of key initiatives.

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In early fiscal 2024, we acquired the remaining 25% interest in Pura Vida from founders Griffin Thall and Paul Goodman for $10 million.

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As a Company, we continued to carefully manage both gross margin and expenses and instilled a culture of discipline around gross margin and expense control. We continued to strengthen and streamline our organizational structure and right-size our leadership team and cost structure for the size of our business, to address the continuing challenging macroeconomic environment, and best position us to achieve our long-term strategic plans.

•

We also continued to make investments in customer data science, business analytics, and pricing optimization, allowing us to collect and analyze data and make fact-based decisions to more efficiently run our business.

At the Vera Bradley brand:

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We expanded our robust product innovation pipeline, including launching our Leather Collection, which was highly successful and will expand in fiscal 2025.

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We launched our NFL collection, with plans to add additional teams in fiscal 2025.

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We continued another year of product collaborations with iconic brands such as Disney, Harry Potter, Star Wars, Hello Kitty, and Peanuts, which align with our target customers and expand our customer reach.

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We made strides in sustainability by committing that the majority of our cotton products will be Better Cotton^TM by fiscal 2025. By joining Better Cotton, Vera Bradley is helping to scale towards net positive social and environmental cotton farming. Better Cotton is sourced via a chain-of-custody model called mass balance. This means that Better Cotton is not physically traceable to end products; however, Better Cotton Farmers benefit from the demand for Better Cotton in equivalent volumes to those we source. Vera Bradley is committed to sourcing 75% of our cotton as Better Cotton in calendar 2024.

•

In the fourth quarter, we transformed our online outlet from a flash-sale model to an everyday extension of our outlet stores – outlet.verabradley.com. This brought new customers to the brand and helped offset weakness in the outlet store channel.

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We made navigation changes on verabradley.com, which were successful in reducing bounce rate and driving conversion and sales.

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We continued to strengthen and rationalize our store base. We have taken needed steps, via product, marketing, and expense discipline, to improve the profitability of our full-line stores and closed fewer locations than originally expected. In fiscal 2024, we closed eight underperforming full-line stores and one outlet store, and opened three outlet stores, ending the fiscal year with 43 full-line and 81 outlet locations.


		VERA BRADLEY, INC.		2024 Proxy Statement ● 1

Proxy Summary

At the Pura Vida brand:

•

On the marketing front, our comprehensive customer data platform implemented in fiscal 2024 is allowing us to be more analytical and to more strategically target customers and potential customers, with a keen focus on both customer acquisition and retention.

•

Our summer and fall “Live Free” and “College Mobile” tours were successes for customer engagement.

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We continued collaborations with Disney, Harry Potter, Hello Kitty, and the World Surf League; partnered with key influencers; and offered

themed-collections centered around key events such as Shark Week.

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We continued to innovate and added a new men’s jewelry collection, which still targets our core customer, who purchases these items for the men in her life.

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Based on the success of our existing Pura Vida stores, we identified two new Pura Vida store locations that will open in fiscal 2025. To gain both operational and strategic efficiency, we moved the Pura Vida store operations under the Vera Bradley team.

FINANCIAL RESULTS

The graphs below provide a ‘‘snapshot’’ of our performance in accordance with accounting principles generally accepted in the United States (“GAAP”) in fiscal 2024 and the previous three fiscal years.

Fiscal 2024 items impacting comparability. During fiscal 2024, Vera Bradley, Inc. net income was impacted by $9.4 million of net after tax charges including $4.2 million of intangible asset impairment charges, $2.3 million for the amortization of definite-lived intangible assets, $2.2 million of severance charges, and $0.7 million of consulting and professional fees primarily associated with strategic initiatives. Collectively, these charges negatively impacted EPS by approximately $0.30 in fiscal 2024. Refer to Notes 15 and 16 of the Notes to the Consolidated Financial Statements set forth in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024 for additional information.

Fiscal 2023 items impacting comparability. During fiscal 2023, Vera Bradley, Inc. net loss was impacted by $56.5 million of after-tax charges including $40.7 million of goodwill and intangible asset impairment charges; $7.4 million of severance, retention, and former CEO stock-based compensation charges associated with retirement; $3.3 million of consulting and professional fees primarily associated with cost savings initiatives, the CEO search, and strategic initiatives; $1.9 million for the amortization of definite-lived intangible assets; $1.2 of PO cancellation fees; $1.1 million of store and

right-of-use asset impairment charges; $0.8 million related to the new CEO sign-on bonus and relocation expenses; and $0.1 million of goodMRKT brand exit costs. Collectively, these charges negatively impacted EPS by approximately $1.80 in fiscal 2023. Refer to Notes 15 and 16 of the Notes to the Consolidated Financial Statements set forth in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023 for additional information.

Fiscal 2022 items impacting comparability. During fiscal 2022, Vera Bradley, Inc. net income was impacted by $1.8 million of charges primarily related to the amortization of definite-lived intangible assets.

Fiscal 2021 items impacting comparability. During fiscal 2021, Vera Bradley, Inc. net income was impacted by $12.7 million of charges including after-tax charges of $4.8 million for amortization of definite-lived intangible assets; $4.5 million of store impairment charges; $2.1 million of technology-related re-platforming charges (“Project Novus”); $1.1 million of COVID-19-related charges including the cancellation of certain purchase orders and certain department store exit costs; and $0.2 million for an adjustment upon payment of the earn-out liability associated with the Pura Vida transaction. These charges negatively impacted diluted EPS by approximately $0.38 in fiscal 2021. In addition, the COVID-19 pandemic significantly impacted our operating results for the year.


2 ● 2024 Proxy Statement		VERA BRADLEY, INC.

Proxy Summary

LOGO

Corporate Responsibility and our Environmental, Social, and Governance Efforts

Our Company’s strategic direction is fueled by our core values and guided by our desire to create net-positive social, environmental, community, and shareholder gains, by focusing on our products, our communities, and our planet. In each of these areas, we evaluate the impact related to our practices, considering risks and opportunities, making real and measurable progress, and ensuring transparency with our stakeholders.

Vera Bradley, Inc. is committed to responsible, clear, and open business practices. We believe credibility, integrity, and trustworthiness, along with our core values, are critical components of the current and future success of our business.

Our Corporate Social Responsibility & Sustainability Report, which can be found at https://verabradley.com/pages/corporate-responsibility, provides an update on progress we have made related to our many

environmental, social, and governance (“ESG”) and sustainability initiatives. In Fiscal 2024, among other things, we further enhanced the quality of our products, broadened our commitment to reducing our impact on climate change, further elevated our responsible sourcing efforts, and made a meaningful impact in the markets we serve through our charitable initiatives.

We are excited about the future and returning our Company to sustainable, profitable growth and strong cash flow, which we believe will deliver long-term value to our shareholders. Our strategic plan, Project Restoration, is designed to drive this long-term, profitable growth. As we improve the health of our brands and our Company, we remain committed to the ESG facets of our business and devoting appropriate resources to the areas that are most impactful to our stakeholders — our customers, our Associates, our shareholders, and our communities.

EXECUTIVE COMPENSATION

Sound program design. We have designed our executive officer compensation programs to attract, motivate, and retain the key executives who drive our success. Pay that reflects performance and alignment with the interests of long-term shareholders are key principles. We achieve our objectives through compensation that:

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Provides a competitive total pay opportunity;

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Links a significant portion of total compensation to performance that we believe will create long-term shareholder value;

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Enhances retention by subjecting a meaningful portion of total compensation to multi-year vesting; and

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Does not encourage unnecessary and excessive risk taking.

Pay practices. We believe that appropriate corporate governance of our executive compensation program is enhanced by a number of practices, including use by the Talent and Compensation Committee of its own independent consultant and compensation tools, the absence of tax gross-ups in any of our compensation programs (including no excise tax gross-ups), and stock ownership guidelines applicable to directors and officers that align shareholder interests by requiring executives to own stock in the Company.


		VERA BRADLEY, INC.		2024 Proxy Statement ● 3

Proxy Summary

Pay for performance. Our compensation program allows our Talent and Compensation Committee to determine pay based on a comprehensive view of quantitative and qualitative factors designed to produce long-term business success. The correlation between our financial results and executive officer compensation awarded, as described in the “Executive Compensation Discussion and Analysis” or “CD&A” which follows in this proxy statement, aligns the interests of our executive officers with those of the Company. Specifically in fiscal 2024:

•

The Company’s earnings per share and operating income increased compared to the prior year, resulting in increased payouts under the Company’s long-term and short-term incentive plans.

•

The Company achieved above-threshold levels for Vera Bradley Brand and Enterprise net revenue metrics. The Company achieved below-threshold levels for Pura Vida net revenue metrics.

Vera Bradley Brand and Enterprise net operating income threshold levels were achieved, while Pura

Vida Brand net operating income threshold level was not achieved. Therefore, there were payouts for these elements of the Company’s short-term incentive plans as they related to Vera Bradley and Enterprise, but not for the Pura Vida Brand.

•

The Company achieved threshold levels of its adjusted EPS metric for the fiscal 2024 performance year and of the prior-year performance-based restricted stock unit grants. Long-term incentive was earned for these performance grants.

•

In addition to financial goals, the annual incentive opportunity included key strategic objectives tied to our Vera Bradley, Inc. long-term strategic plan and intended to focus the team on making progress towards the Company’s strategic objectives. These strategic objectives paid out at 130% for the Vera Bradley Brand program, 60% for the Pura Vida Brand program and 140% for the Enterprise program, as described herein.

•

Grants under the Company’s fiscal 2024 Plans vest over a three-year period to promote retention and long-term thinking.

CORPORATE GOVERNANCE HIGHLIGHTS

Our governance principles and practices include a number of policies and structures that we believe are “best practices” in corporate governance, including:

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Election of Directors for one-year terms;

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Appointment of a Lead Independent Director who participates in the process of preparing meeting agendas and schedules and presides over executive sessions of each Board meeting;

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Separation of Chair of the Board and Chief Executive Officer (“CEO”) roles;

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Holding executive sessions with only independent directors present at each meeting of the Board;

•

Minimum stock ownership guidelines applicable to directors and executive officers;

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Holding requirements for equity grants made to directors and executive officers until minimum stock ownership guidelines are met;

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Policies prohibiting hedging, pledging, and other problematic transactions involving Company securities by executive officers, directors, and key employees;

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Practice of no excise tax gross-ups for directors and executive officers;

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Allowing shareholders to unilaterally amend our bylaws; and

•

Inclusion of double triggers for Severance Plan benefits upon a change in control.


4 ● 2024 Proxy Statement		VERA BRADLEY, INC.

Proxy Summary

SHAREHOLDER ENGAGEMENT

The Board maintains a process for shareholders and interested parties to communicate with the Board. Shareholders and interested parties may write or email our Board as provided below:



		Write: Corporate Secretary Vera Bradley, Inc. 12420 Stonebridge Road Roanoke, Indiana 46783

		Internet: http://investors.verabradley.com/corporate-governance/contact-the-board or http://investors.verabradley.com/contact-us

		Email: investorrelations@verabradley.com

We understand the importance of a robust shareholder engagement program. To that end, our Chief Executive Officer and appropriate members of management routinely participate in meetings and conference calls with institutional and individual shareholders. Our meetings and interactions with shareholders are designed to help us better understand how our shareholders perceive the Company and to provide our shareholders an opportunity to discuss matters that they believe deserve attention. We believe our engagement has been productive and provides an open exchange of ideas and perspectives for both our shareholders and us.

QUESTIONS AND ANSWERS

See “Questions and Answers” on page 42 for additional information.

Please see the Questions and Answers section beginning on page 42 for important information

about the proxy materials, voting, the Annual Meeting, Vera Bradley documents, communications, and the deadlines to submit shareholder proposals for the 2025 Annual Meeting of Shareholders.

Note about forward-looking statements

Certain statements in this proxy statement, other than purely historical information, which may include estimates, projections, statements relating to our business plans, objectives, and expected operating results and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this Proxy Statement, including without limitation, this Proxy Summary and “Executive Compensation Discussion and Analysis.” These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” of our Forms 10-K and 10-Q. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may materially impact such forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.


		VERA BRADLEY, INC.		2024 Proxy Statement ● 5

LOGO

PROPOSAL NO. 1

ELECTION OF DIRECTORS

VOTE REQUIRED AND BOARD RECOMMENDATION

The Company’s directors are elected for one-year terms, and below are the Directors nominated for election by shareholders at this year’s annual shareholders’ meeting. The Board recommends a vote “FOR” each of the Directors. Each Director nominee will be elected by a plurality of votes cast, which means that the nominees receiving the highest number of votes will be elected as directors. Abstentions and broker non-votes will have no effect on the vote.




NAME AND OCCUPATION	AGE	DIRECTOR SINCE	INDEPENDENT (Y/N)	OTHER PUBLIC BOARDS

Jacqueline Ardrey President and Chief Executive Officer, Vera Bradley, Inc.	55	2022	N	—

Barbara Bradley Baekgaard Co-Founder, Vera Bradley, Inc.	85	1982	N	—

Kristina Cashman Restaurant Consultant, former Chief Financial Officer, several restaurant companies	57	2020	Y	1

Robert J. Hall President, Green Gable Partners	65	2007	N	—

Mary Lou Kelley Retired President, E-Commerce for Best Buy	63	2015	Y	2

Frances P. Philip Retired Chief Merchandising Officer, L.L. Bean, Inc.	66	2011	Y	1

Jessica Rodriguez Former President of Entertainment and Chief Brand Officer, Univision Communications, Inc.	51	2024	Y	1

Carrie M. Tharp VP, Global Strategic Industries, Google Cloud	43	2020	Y	1

Bradley Weston Former Chief Executive Officer, Party City Holdings, Inc.	59	2024	Y	1

Additional information regarding each director nominee follows below.

The Board of Directors has no reason to believe that any of the nominees will be unable to serve as a director. If, however, any nominee becomes unable to serve as a director prior to the Annual Meeting, the proxies will have discretionary authority to vote for a substitute nominee. Unless authority to do so is withheld, the persons named as proxies will vote “FOR” the election of the nominees.

VERA BRADLEY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE ABOVE-LISTED NOMINEES TO THE BOARD OF DIRECTORS.


		VERA BRADLEY, INC.		2024 Proxy Statement ● 1

PROPOSAL NO. 1 Election of Directors

THE BOARD OF DIRECTORS

DIRECTOR QUALIFICATIONS AND SELECTION PROCESS

Each year at the Company’s annual meeting of shareholders, the Board recommends a slate of director nominees for election by shareholders. In addition, the Board fills vacancies on the Board when necessary or appropriate. The Board’s recommendations or determinations are based on the recommendations of, and information supplied by, the Nominating, Governance and Sustainability Committee as to the suitability of each individual and, where applicable, the slate as a whole to serve as directors, taking into account the criteria described below and other factors, including the requirements for Board committee membership.

The Nominating, Governance and Sustainability Committee is responsible for, among other things, reviewing on an annual basis the appropriate skills and characteristics required of directors in the context of prevailing business conditions and for making recommendations regarding the size and composition of the Board. The objective is a Board that brings to the Company a variety of perspectives and skills that are derived from high-quality business and professional experience and that are aligned with the Company’s strategic objectives. The Board has determined the most effective size of the Board currently to be nine members and, effective at the Annual Meeting, has set the number of directors at nine.

Nominees for the Board must be committed to enhancing long-term shareholder value and possess a high level of personal and professional ethics, sound business judgment, appropriate experience and achievements, personal character, and integrity. Board members are expected to understand our business and the industry in which we operate, regularly attend Board and relevant committee meetings, participate in meetings and decision-making processes in an objective and constructive manner, and be available to advise our officers and management. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates, as appropriate. Upon selection of a qualified candidate, the Nominating, Governance and Sustainability Committee recommends the candidate to the Board.

The Board also seeks members from diverse backgrounds so that the Board consists of members with a broad spectrum of experience and expertise and with a reputation for integrity. As a company founded by women, for women, the Company is thrilled to have seven strong, accomplished women serve on our Board of Directors. With 78% current female board membership, Vera Bradley is one of only a few public companies with such high female representation. Below is a chart depicting the Board’s diversity statistics as of April 26, 2024:

BOARD DIVERSITY MATRIX

TOTAL NUMBER OF DIRECTORS: 9




	FEMALE	MALE	NON- BINARY	DID NOT DISCLOSE GENDER

Part I: Gender Identity

Directors	7	2

Part II: Demographic Background

African American or Black

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SEC Form DEF 14A filed by Vera Bradley Inc.