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

(Amendment No. )

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Filed by a Party other than the Registrant ☐

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under to §240.14a-12

Vince Holding Corp.

(Name of Registrant as Specified In Its Charter)

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

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VINCE HOLDING CORP.

500 Fifth Avenue, 20th Floor

New York, New York 10110

April 16, 2026

To Our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Vince Holding Corp. which will be conducted virtually online on Thursday, June 4, 2026, at 10:30 a.m., Eastern Time. We are holding the Annual Meeting in a virtual format via a live webcast, which can be accessed on the Internet by visiting http://www.virtualshareholdermeeting.com/VNCE2026.

Details on how to attend the meeting online and of the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Your vote is important. Please take the time to carefully read each of the proposals described in the enclosed Proxy Statement and cast your vote by signing and returning your proxy card in the enclosed postage-prepaid envelope, by telephone or over the Internet by following the instructions on the enclosed proxy card.

Thank you for your support of Vince Holding Corp.

     Sincerely,

    

      
Brendan Hoffman
Chief Executive Officer

VINCE HOLDING CORP.

500 Fifth Avenue, 20th Floor

New York, New York 10110

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Vince Holding Corp. (the “Company,” “we,” “us” or “our”) will be held virtually online on Thursday, June 4, 2026 at 10:30 a.m., Eastern Time, for the following purposes to:

elect the Class III director nominee, Michael Mardy, to serve until our annual meeting of stockholders to be held in 2029 and until his successor is duly elected and qualified;

ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 30, 2027;

approve, on a non-binding, advisory basis, the compensation of our named executive officers;

approve an amendment to the Vince Holding Corp. Amended and Restated 2013 Omnibus Incentive Plan to increase the maximum aggregate number of shares of the Company's common stock with respect to which equity awards may be granted thereunder; and

transact any other business properly brought before the Annual Meeting or any adjournment or postponement thereof.

We are holding the Annual Meeting in a virtual format via a live webcast, which can be accessed on the Internet by visiting http://www.virtualshareholdermeeting.com/VNCE2026.

The Company’s board of directors has declared the close of business on April 8, 2026 as the record date for the Annual Meeting. Only stockholders of record on April 8, 2026 are entitled to receive notice of and vote at the Annual Meeting.

We appreciate your continued support of Vince Holding Corp.

     By Order of the Board of Directors

    

     Akiko Okuma

    

     Chief Administrative Officer and General Counsel

    

New York, New York

April 16, 2026

THE BOARD OF DIRECTORS URGES YOU TO VOTE BY THE INTERNET OR BY TELEPHONE OR TO MARK, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PREPAID ENVELOPE PROVIDED.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON THURSDAY, JUNE 4, 2026

THE NOTICE AND PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT http://www.proxyvote.com

TABLE OF CONTENTS


QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	2
PROPOSAL NO. 1 ELECTION OF DIRECTORS	6
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	7
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	15
REPORT OF THE AUDIT COMMITTEE	16
PROPOSAL NO. 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION	17
EXECUTIVE COMPENSATION	19
PROPOSAL NO. 4 APPROVAL OF AMENDMENT TO VINCE HOLDING CORP. AMENDED AND RESTATED 2013 OMNIBUS INCENTIVE PLAN	29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	34
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	36
OTHER MATTERS	40
ANNEX A	42

VINCE HOLDING CORP.

500 Fifth Avenue, 20th Floor

New York, New York 10110

PROXY STATEMENT

The board of directors (the “Board of Directors”) of Vince Holding Corp. (the “Company,” “we,” “us” or “our”) is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders to be held on Thursday June 4, 2026, at 10:30 a.m., Eastern Time, and any adjournment or postponement of that meeting (the “Annual Meeting”). We are holding the Annual Meeting in a virtual format via a live webcast, which can be accessed on the Internet by visiting http://www.virtualshareholdermeeting.com/VNCE2026.

We expect to first make this Proxy Statement available together with our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 on or about April 16, 2026, to our stockholders of record as of the close of business on April 8, 2026 (the “Record Date”). The Company’s principal executive offices are located at 500 Fifth Avenue, 20th Floor, New York, New York 10110 and its telephone number is (323) 421-5980.

Introductory Note About the Company

Vince Holding Corp., formerly known as Apparel Holding Corp. and Kellwood Holding Corp., was incorporated in Delaware in February 2008 in connection with the acquisition of Kellwood Company, LLC ("Kellwood Company") by affiliates of Sun Capital Partners, Inc. (“Sun Capital”). We completed an initial public offering of our common stock on November 27, 2013 (the “IPO”). On April 21, 2023, V Opco, LLC, the Company's wholly owned indirect subsidiary, entered into an Intellectual Property Asset Purchase Agreement, by and among V Opco, LLC, ABG-Vince LLC ("ABG Vince"), a newly formed indirect subsidiary of Authentic Brands Group, LLC, the Company and ABG Intermediate Holdings 2 LLC, whereby V Opco, LLC sold its intellectual property assets related to the business operated under the VINCE brand (the “Licensed Property”) to ABG Vince at closing (the "Asset Sale"). The Company closed the Asset Sale on May 25, 2023. On May 25, 2023, in connection with the Asset Sale, V Opco, LLC entered into a License Agreement with ABG Vince, which provides V Opco, LLC with an exclusive long-term license to use the Licensed Property in the Territory to the Approved Accounts (each as defined in the License Agreement).

On January 22, 2025, P180 Vince Acquisition Co. ("P180") acquired a majority stake in the Company from Sun Capital (the "P180 Acquisition").

Our fiscal year ends on the Saturday closest to January 31. For the purposes of this Proxy Statement, “fiscal 2024” refers to our fiscal year ended February 1, 2025 and “fiscal 2025” refers to our fiscal year ended January 31, 2026.

Forward-Looking Statements

This proxy statement contains forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995 that is subject to certain risks and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking information. Risks and uncertainties that could cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item 1A, “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. To the extent permitted under applicable law, we assume no obligation to update any forward-looking statements as a result of new information or future events.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Why am I receiving these materials?

The Board of Directors is soliciting proxies for the Annual Meeting.

Where and When is the Annual Meeting?

We will hold the Annual Meeting on Thursday, June 4, 2026, at 10:30 a.m., Eastern Time. We are holding the Annual Meeting in a virtual format via a live webcast, which can be accessed on the Internet by visiting http://www.virtualshareholdermeeting.com/VNCE2026.

What am I being asked to vote on at the Annual Meeting?

We are asking our stockholders to consider the following proposals:

•

the election of the Class III director nominee, Michael Mardy, to serve until our annual meeting of stockholders to be held in 2029 and until his successor is duly elected and qualified;

•

the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 30, 2027;

•

the approval, on a non-binding, advisory basis, of the compensation of our named executive officers. Even though your vote is advisory and therefore will not be binding on the Company, the compensation and human resources committee (the “Compensation Committee”) of the Board of Directors will review the voting results and take them into consideration when making future decisions regarding executive compensation;

•

the approval of an amendment to the Vince Holding Corp. Amended and Restated 2013 Omnibus Incentive Plan (the "Vince Holding Corp. 2013 Incentive Plan" or "Vince 2013 Incentive Plan") to increase the maximum aggregate number of shares of the Company's common stock with respect to which equity awards may be granted thereunder; and

•

any other business properly introduced at the Annual Meeting or any adjournment or postponement thereof.

How does the Board of Directors recommend I vote on these proposals?

The Board of Directors recommends a vote:

•

“FOR” the election of the Class III director nominee, Michael Mardy, to serve until our annual meeting of stockholders to be held in 2029 or until his successor is duly elected and qualified;

•

“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 30, 2027;

•

“FOR” the approval, on a non-binding, advisory basis, of the compensation of our named executive officers; and

•

“FOR” the approval of the proposed amendment to the Vince 2013 Incentive Plan to increase by 1,000,000 the maximum aggregate number of shares of the Company's common stock issuable thereunder.

What must I do if I want to attend the Annual Meeting?

Attendance at the Annual Meeting is limited to individuals who were stockholders as of the Record Date. Online registration will begin on Thursday, June 4, 2026 at 10:00 a.m., Eastern Time, and you should allow ample time for the online check-in procedures. We are holding the Annual Meeting in a virtual format via a live webcast, which can be accessed on the Internet by visiting http://www.virtualshareholdermeeting.com/VNCE2026. Any recording of the Annual Meeting is not permitted.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the Annual Meeting virtually during the check-in or meeting time, a technical support phone number will be available the day of the Annual Meeting on the meeting website.

How many votes do I have?

You have and may cast one vote for each share of our common stock that you owned at the close of business on the Record Date. These shares include:

•

shares registered directly in your name with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), our transfer agent, for which you are considered the “stockholder of record;” and

•

shares held for you as the beneficial owner through a broker, bank or other nominee.

As of the Record Date, the Company had 12,847,294 shares of common stock issued and outstanding.

What is the difference between holding shares as a “stockholder of record” and as a “beneficial owner?”

If your shares are registered directly in your name with Broadridge, you are considered the “stockholder of record” with respect to those shares. We have sent the Notice of Meeting of Stockholders and Proxy Statement directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the enclosed proxy card or to electronically vote in person at the Annual Meeting. Throughout this Proxy Statement, we refer to stockholders who hold their shares directly with Broadridge as “stockholders of record.”

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of the shares held in street name. Your broker, bank or other nominee who is considered the stockholder of record with respect to those shares has forwarded the Notice of Meeting of Stockholders and Proxy Statement for the Annual Meeting to you. As the beneficial owner, you have the right to direct your broker or nominee on how to vote your shares. Beneficial owners are also invited to electronically attend the Annual Meeting and may not electronically vote his or her shares of our common stock at the Annual Meeting. Throughout this Proxy Statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “beneficial owners” or “street name stockholders.”

What is a proxy?

It is your legal designation of another person to vote the stock you own. That other person is called your proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. We have designated two of our officers as proxies for the Annual Meeting to cast your vote. These officers are Yuji Okumura, our Chief Financial Officer, and Akiko Okuma, our Chief Administrative Officer and General Counsel.

How do I vote?

General

You can vote by proxy or online during the Annual Meeting. For specific methods of voting available to you, see below.

If you submit your proxy using any of the methods below, Yuji Okumura or Akiko Okuma will vote your shares in the manner you indicate. If you vote by telephone or Internet and choose to vote with the recommendation of the Board of Directors, or if you vote by mail, sign your proxy card and do not indicate specific choices, your shares will be voted “FOR” the election of nominee for director; “FOR” the ratification of the appointment of our independent registered public accounting firm; “FOR” the approval, on a non-binding, advisory basis, of the compensation of our named executive officers, and “FOR” the approval of the amendment to the Vince 2013 Incentive Plan.

If any other matter is properly introduced at the Annual Meeting, your proxy will authorize Yuji Okumura or Akiko Okuma to vote in accordance with their best judgment. At the time this Proxy Statement was printed, we knew of no matters to be considered at the Annual Meeting other than the four proposals referenced in this Proxy Statement.

Voting Methods for Stockholders of Record

If you are a stockholder of record, you may vote by one of the following methods:

•

By Mail: you may authorize your proxy by completing, signing and dating your proxy card and returning it in the enclosed postage-prepaid reply envelope;

•

By Internet: you may vote online via the Internet by accessing the website http://www.proxyvote.com and following the instructions provided on the proxy card. Internet voting facilities will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 3, 2026;

•

By Telephone: you may vote by touch-tone telephone by calling 1-800-690-6903. Telephone voting facilities will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 3, 2026; or

•

Online During the Meeting: you may virtually attend and vote at the Annual Meeting by entering your access code; however, virtually attending the Annual Meeting without submitting the virtual ballot will not count as a vote.

Voting Methods for Street Name Stockholders

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning an instruction card, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares virtually at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

Can I change my vote or revoke my proxy?

Yes.

If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

•

returning a later-dated proxy card;

•

entering a new vote by Internet or by telephone;

•

notifying the Secretary of the Company, in writing, at Vince Holding Corp., 500 Fifth Avenue, 20th Floor, New York, New York 10110, Attention: Secretary; or

•

virtually submitting a ballot at the Annual Meeting.

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

What is a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting for the Annual Meeting to be properly held under our third amended and restated bylaws and the Delaware General Corporation Law (the “DGCL”). The presence, in person or by proxy, of a majority of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions and withheld votes are counted as shares present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when an intermediary holding shares for a beneficial owner does not vote on a particular proposal because the intermediary does not have discretionary voting power for that particular proposal and has not received instructions from the beneficial owner. Because there is a proposal that is considered “routine” (Proposal 2), broker non-votes will be considered present for quorum purposes at the Annual Meeting.

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding shares of our common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of our independent registered public accounting firm. Your broker will not have discretion to vote on the election of directors, the advisory vote on the compensation of our named executive officers, or the proposed amendment to the Vince 2013 Incentive Plan, all of which are “non-routine” matters, absent direction from you.

What vote is required to approve each proposal?

One director has been nominated for election at the Annual Meeting. The director will be elected by a plurality of the votes of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote in the election of

directors. This means that the nominee who receives the largest number of “FOR” votes cast will be elected as director. We do not have cumulative voting. Withhold votes, abstentions and broker non-votes will have no effect on this proposal.

The ratification of each of the appointment of our independent registered public accounting firm, the advisory vote on the compensation of our named executive officers, and the approval of the amendment to the Vince 2013 Incentive Plan requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the meeting and entitled to vote on the proposal. In accordance with the DGCL, only votes cast “FOR” a matter constitute affirmative votes. A properly executed proxy marked “abstain” with respect to each of these proposals will not be voted, although it will be counted for purposes of determining whether there is a quorum. Since abstentions will not be votes cast “FOR” any of these proposals, they will have the same effect as negative votes or votes against each such matter. Broker non-votes will have no effect on these proposals.

Who will count the vote?

A representative of Broadridge will tabulate the votes and act as the inspector of election.

Is my vote confidential?

Yes. The Company encourages stockholder participation in corporate governance by ensuring the confidentiality of stockholder votes. The Company has designated Broadridge, its independent transfer agent and registrar, to receive and tabulate stockholder votes. Your vote on any particular proposal will be kept confidential and will not be disclosed to the Company or any of its officers or employees except where: (i) disclosure is required by applicable law; (ii) disclosure of your vote is expressly requested by you; or (iii) the Company concludes in good faith that a bona fide dispute exists as to the authenticity of one or more proxies, ballots or votes, or as to the accuracy of any tabulation of such proxies, ballots or votes. However, aggregate vote totals will be disclosed to the Company from time to time and publicly announced at the Annual Meeting.

Where can I find the voting results?

The Company will publish final results in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) within four business days of the Annual Meeting.

Who pays for proxy solicitation?

We will pay the cost of soliciting proxies for the Annual Meeting. We will reimburse brokers, fiduciaries, custodians and other nominees for their costs in forwarding proxy materials to beneficial owners of our shares of common stock. Other proxy solicitation expenses that we will pay include those for preparation, mailing, returning and tabulating the proxies.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Board of Directors is currently comprised of eight members and one seat that is currently vacant. The Board of Directors is divided into three classes. Each class of directors serves for a term of three years, until the successors of that class are duly elected and qualified or until their earlier death, resignation or removal. The term of directors of one class expires at each annual meeting of stockholders.

At the Annual Meeting, one director nominee will be elected to serve until our annual meeting of stockholders to be held in 2029, until his successor is duly elected and qualified or until his earlier death, resignation or removal. The Board of Directors, upon the recommendation of the nominating and corporate governance committee of the Board of Directors (the “Nominating and Corporate Governance Committee”), has nominated Michael Mardy, who is currently serving as a Class I director, to stand for election at the Annual Meeting as a Class III director nominee. On April 14, 2026, Ms. Ulasewicz submitted her resignation from the Board of Directors, effective as of the Annual Meeting, and the Board of Directors did not nominate the current Class III directors, Mr. Griffin and Mr. Furie, to stand for reelection. We thank Ms. Ulasewicz, Mr. Griffin and Mr. Furie for their dedicated service and significant contributions to the Company during their service on the Board of Directors. Immediately after the Annual Meeting, if the director nominee is elected, the Board of Directors will be comprised of five members and four seats that are vacant.

Proxies cannot be voted for a greater number of persons than one, which is the number of nominees named in this Proxy Statement. A plurality of the votes of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote in the election of directors is required for the election of our director nominee. Withhold votes, abstentions, and broker non-votes will have no effect on this proposal.

If you are a stockholder of record and you vote by telephone or over the Internet or sign your proxy card but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Mr. Mardy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker or nominee will leave your shares unvoted on this matter.

We expect that Mr. Mardy will accept such nomination; however, in the event he is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the Board of Directors to fill such vacancy.

      
The Board of Directors recommends a vote FOR the election of the nominated director.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The name of the nominee for election as Class III director at the Annual Meeting and of the incumbent and current Class I, Class II and Class III directors, and certain information about them, including their ages as of June 4, 2026, are included below:


Nominee	Class		Age	Position	Initial Year Elected Director	Current Term Expires		Expiration of Term for which Nominated
Michael Mardy (1)(2)	III	(2)	77	Chairman and Director	2018	2027		2029

Continuing and Current Directors
Robin Kramer (3)(4)	I		63	Director	2014	2027		—
David Stefko	I		69	Director	2023	2027		—
Eugenia Ulasewicz (1)(4)	II		72	Director	2014	2028	(5)	—
Kelly Griffin (1)(3)(4)	II		59	Director	2024	2028		—
Brendan Hoffman	II		57	Director	2025	2028		—
Simon Furie (1)	III		61	Director	2024	2026	(6)	—
Jerome Griffith (1)(3)	III		68	Director	2013	2026	(6)	—

(1)

Member of the audit committee of the Board of Directors (the “Audit Committee”).

(2)

The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated Michael Mardy, who is currently serving as a Class I director, to stand for election at the Annual Meeting as a Class III director nominee.

(3)

Member of the Nominating and Corporate Governance Committee.

(4)

Member of the Compensation Committee.

(5)

On April 14, 2026, Ms. Ulasewicz notified the Chairman of the Board of Directors of her resignation from the Board of Directors, which shall be effective as of the Annual Meeting.

(6)

The Board did not nominate the current Class III directors, Mr. Griffin and Mr. Furie, to stand for reelection.

Nominee for Director

Michael Mardy. Mr. Mardy has served on the Board of Directors since April 2018. In September 2022, Mr. Mardy was appointed Chairman of the Board. Mr. Mardy currently serves on the Board of Directors of Newman’s Own Food Company and the Board of Directors of The Eastern Company, where he serves as the audit committee chair and a member of the environmental, health, and safety committee, as well as on the Board of Trustees of Penn Medicine Princeton Health. Mr. Mardy previously served on the Board of Directors of David’s Tea, the Board of Directors of True Leaf Brands, and the Board of Directors of Lulu's Fashion Lounge Holdings Inc. Mr. Mardy served as Executive Vice President and director of specialty retailer, Tumi Inc., from July 2003 to August 2016. Prior to joining Tumi, from 1996 to 2002, he served as Executive Vice President and Chief Financial Officer of Keystone Foods LLC, a processor and distributor, supplying the quick service restaurant industry. From 1982 to 1996, he served as Senior Vice President, Chief Financial Officer and in various other finance positions at Nabisco Biscuit Company, a snack food and consumer products company. Previously, Mr. Mardy served on the Board of Directors of Keurig Green Mountain Inc. from 2007 until 2016 and ModusLink Global Solutions, Inc. from 2003 until 2013, acting as audit committee chair and a member of their respective compensation committees. Mr. Mardy also served on the New York Stock Exchange Advisory Board from 2014 until 2016 and is a trustee of the New Jersey chapter of the Financial Executives Institute. Mr. Mardy holds an MBA from Rutgers University and undergraduate degree from Princeton University. He is a member of the American Institute of Certified Public Accountants, and the New Jersey Society of Certified Public Accountants, as well as a member of the National Association of Corporate Directors. Mr. Mardy brings valuable management, retail, finance, and accounting experience to the Board of Directors.

Continuing and Current Directors

Kelly Griffin. Ms. Griffin has served on our Board of Directors since July 2024. Most recently, Ms. Griffin served as a Managing Director and Head of Investor Relations at Sun Capital Partners, Inc. from December 2020 until October 2023. Ms. Griffin previously was Partner, Global Head of Investor Relations at Caxton Associates LP, a discretionary global macro hedge fund, from October 2013 to October 2020. During her time at Caxton, Ms. Griffin was recognized as one of the 50 Most Influential Women in Hedge Funds globally. Prior to that, Ms. Griffin was a Managing Director at Gramercy Funds Management LLC from June 2011 until September 2013. From January 2010 until May 2011, Ms. Griffin worked for Diamondback Capital Management LLC in business development and from February 2006 until May 2009 as an Executive Director for UBS Securities LLC in Capital Introductions. Prior to UBS, Ms. Griffin was a Managing Director at Ernst & Young Corporate Finance LLC, where she spent 10 years performing financial advisory work and restructurings for companies and creditors in formal bankruptcy proceedings and out-of-court workout situations.

Ms. Griffin is an accomplished finance professional with three decades of experience in investor relations, business development, and financial advisory roles. Ms. Griffin has a proven track record of success in raising capital, managing teams, and creating and implementing strategic initiatives to drive business growth. Ms. Griffin received a Bachelor of Liberal Arts degree in Economics from Lake Forest College and a Master of Business Administration from Babson Graduate School of Business. Ms. Griffin brings to our Board of Directors extensive experience in the financial services industry and valuable management and business experience.

Brendan Hoffman. Mr. Hoffman was appointed as our Chief Executive Officer in, and has served on our Board of Directors since, February 2025. In May 2024, Mr. Hoffman co-founded P180, Inc., where he served as CEO until stepping down to accept his current position as Chief Executive Officer of Vince Holding Corp. Previously, he held leadership positions at Wolverine Worldwide, serving as Chief Executive Officer from January 2022 to August 2023 and President from September 2020 to January 2022. From October 2015 to August 2020, Mr. Hoffman was Chief Executive Officer of Vince Holding Corp. Prior to that, Mr. Hoffman served as Chief Executive Officer and President of Bon-Ton Stores Inc. from February 2012 to August 2014, served as a member of the Board of Directors of Pier 1 Imports, including as a member of the audit committee, from January 2011 to December 2020, and President and Chief Executive Officer of Lord & Taylor, a division of Hudson’s Bay Trading Company from October 2008 to January 2012. Mr. Hoffman brings to the Board of Directors extensive industry and management experience in retail and fashion.

Robin Kramer. Robin Kramer joined the Board of Directors in September 2019. Ms. Kramer is a globally recognized leader in brand strategy and consumer experience design. She has worked with numerous Fortune 500 brands – from luxury to mass brands, apparel to automotive – and has extensive insight into the consumer and retail. She is trusted and valued by a broad and distinguished roster of international clients. Prior to founding Kramer Design Group, a consumer strategy and creative service agency, in 1996, and serving as its Chief Executive Officer, Ms. Kramer was Vice President of Creative Services at Calvin Klein, supporting the brand through its initial global expansion. Ms. Kramer brings to the Board of Directors extensive brand and consumer strategy experience.

David Stefko. Mr. Stefko joined the Board of Directors in June 2023. From March 2024 until February 2025, he served as our Interim Chief Executive Officer. Previously, from September 2015 until February 2023, he served as our Chief Financial Officer, during which time he also served as our Interim Chief Executive Officer and Chief Financial Officer from August 2020 to March 2021. Mr. Stefko has over 30 years of senior finance and executive management experience. Prior to joining Vince, Mr. Stefko served as Group Chief Financial Officer at Sun Capital since September 2011. Prior to Sun Capital, Mr. Stefko served as Senior Vice President, Chief Financial Officer & Chief Administrative Officer of Things Remembered, a national multichannel specialty retailer. Prior to Things Remembered, he served as either Chief Financial Officer or Vice President, Finance for various operating divisions of Cole National, lastly serving as Chief Financial Officer of Pearle Vision, a leading eye care provider. Prior to Cole National, Mr. Stefko spent 14 years with Sherwin-Williams in various consumer product, manufacturing and corporate divisions, and the last six years as Chief Financial Officer of the Consumer Brands Division. Mr. Stefko started his career with Ernst & Young. Mr. Stefko brings extensive financial and executive leadership experience to the Board of Directors.

Simon Furie. Mr. Furie has served on our Board of Directors since July 2024. From March 2020 until April 2023, Mr. Furie served as a Managing Director and Head of Southern California Investment Banking coverage for JP Morgan. Prior to that, he founded the Los Angeles office of Lazard in February 2003 and served as a Managing Director and Head of the Office until December 2019. Mr. Furie was a Managing Director at Dresdner Kleinwort Wasserstein and its predecessor firm, Wasserstein Perella & Co, where he was employed from April 1995 until December 2002. He received an A.B. degree with honors from Princeton University and a J.D. from the UCLA School of Law. Mr. Furie brings to our Board over 30 years’ experience as an investment banker focused on providing strategic and financial advice to boards and executives. As previously discussed, the Board did not nominate Mr. Furie to stand for reelection.

Jerome Griffith. Mr. Griffith has served on the Board of Directors since November 2013. Most recently, Mr. Griffith served as President and Chief Executive Officer of Brown Jordan, Inc. from June 2023 until March 2025. Mr. Griffith previously served as the Chief Executive Officer for Land’s End Inc. from March 2017 to January 2023 and Executive Vice Chairman for its Board of Directors from March 2017 to May 2023. Prior to that he served as the Chief Executive Officer, President and a member of the Board of Directors of Tumi Holdings, Inc. from March 2009 to August 2016. From 2002 to February 2009, Mr. Griffith was employed at Esprit Holdings Limited, a global fashion brand, where he was Chief Operating Officer and appointed to the Board of Directors in 2002, then promoted to President of Esprit North and South America in 2006. From 1999 to 2002, Mr. Griffith worked as an Executive Vice President at Tommy Hilfiger. From 1998 to 1999, Mr. Griffith worked as the President of Retail at the J. Peterman Company, a catalog-based apparel and retail company. From 1989 through 1998, Mr. Griffith worked in various positions at Gap, Inc. Mr. Griffith is currently a member of the Board of Directors of Brown Jordan, Inc., Samsonite Group S.A., and Olaplex Holdings, Inc. on the Audit Committee, and, from September 2013 until September 2020, he served as a member of the Board of Directors of Parsons, The New School of Design. Mr. Griffith has also been a member of the Pennsylvania State University Smeal College of Business Board of Visitors since September 2020. Mr. Griffith brings to the Board of Directors experience as a public company director, experience as a senior executive of a major global consumer products company and a proven track record of innovation and driving international growth and expansion. As previously discussed, the Board did not nominate Mr. Griffith to stand for reelection.

Eugenia Ulasewicz. Ms. Ulasewicz has served as a Director since April 2014 and currently serves as a non-executive Director of Signet Jewelers Limited and Avolta (formerly known as Dufry AG). She previously served as non-executive Director of ASOS plc., Bunzl plc and Hudson Group. Prior to her retirement, Ms. Ulasewicz was President of the Americas division of Burberry Group plc, a global luxury brand, and was responsible for the United States, Canada and Central and South America. Throughout her career, Ms. Ulasewicz held positions of increasing responsibility and leadership with Bloomingdales, Galeries Lafayette and Saks, Inc. She is a National Association of Corporate Directors (NACD) Leadership Fellow. Ms. Ulasewicz brings to our Board of Directors experience as a plural global public company director and extensive retail and connected commerce experience. As previously discussed, on April 14, 2026, Ms. Ulasewicz notified the Chairman of the Board of Directors of her resignation from the Board of Directors, which shall be effective as of the Annual Meeting.

Board Composition

The Board of Directors currently consists of eight members and has one seat that is currently vacant. On April 14, 2026, Ms. Ulasewicz submitted her resignation from the Board of Directors, effective as of the Annual Meeting, and the Board of Directors did not nominate the current Class III directors, Mr. Griffin and Mr. Furie, to stand for reelection. We thank Ms. Ulasewicz, Mr. Griffin and Mr. Furie for their dedicated service and significant contributions to the Company during their service on the Board of Directors. Immediately after the Annual Meeting, if the director nominee is elected, the Board of Directors will be comprised of five members and four seats that are vacant.

Our amended and restated certificate of incorporation provides that the Board of Directors generally shall consist of such number of directors as determined from time to time by a resolution adopted by a majority of the total number of directors then in office, and the Board of Directors may fill any vacancy on the Board of Directors, whether resulting from an increase to the board size, death, resignation or removal. Additionally, under our third amended and restated bylaws, the Board of Directors may, by resolution of a majority of the directors then in office, designate the chairperson of the Board of Directors and the chairperson of each committee of the Board of Directors.

The Board of Directors is divided into three classes, with one class being elected at each year’s annual meeting of stockholders. Following the expiration of the initial term of a class of directors, each class of directors serves a three-year term. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors.

Controlled Company and Director Independence

Our common stock is listed on The Nasdaq Stock Market LLC ("Nasdaq").

P180 currently controls a majority of the voting power of our outstanding common stock. As a result, we are a “controlled company” under the Nasdaq corporate governance standards. As a controlled company, exemptions under the standards free us from the obligation to comply with certain corporate governance requirements, including the requirements that:

•

a majority of the Board of Directors consists of “independent directors,” as defined under the Nasdaq rules;

•

we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

•

we have a compensation and human resources committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•

we conduct annual performance evaluations of the Company’s Nominating and Corporate Governance Committee and the Compensation Committee.

These exemptions do not modify the independence requirements for the Audit Committee. The Audit Committee members must satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing standards of Nasdaq.

The Board of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, the Board of Directors has determined that Messrs. Mardy, Furie, and Griffith as well as each of Mses. Griffin, Kramer and Ulasewicz is “independent” as that term is defined under Rule 10A-3 under the Exchange Act as well as the applicable listing standards of Nasdaq. In making these determinations, the Board of Directors considered the current and prior relationships that each such director has with the Company and all other facts and circumstances the Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each

such director, and the transactions involving them that would be described in the section titled “Certain Relationships and Related Party Transactions,” if any.

Once we are no longer a “controlled company,” we must comply with the independent board committee requirements as they relate to the Compensation Committee and the Nominating and Corporate Governance Committee to be phased in as follows: (1) one independent committee member at the time we are no longer a “controlled company;” (2) a majority of independent committee members within 90 days of the time we are no longer a “controlled company;” and (3) all independent committee members within one year of the time we are no longer a “controlled company.” In addition, we will have 12 months from the date we cease to be a “controlled company” to have a majority of independent directors on the Board of Directors.

Board Leadership Structure

In September 2022, the Board of Directors unanimously appointed Mr. Mardy as Chairman of the Board of Directors. Mr. Mardy, who presides over the meetings and executive sessions of the Board of Directors, is a tenured independent director who also serves as chairperson of the Audit Committee of the Board of Directors.

We have separate individuals serving as Chairman of the Board and as Chief Executive Officer because we believe independent directors and management have different perspectives and roles in strategy development. As set forth in our corporate governance guidelines, the Board of Directors recognizes that depending on future circumstances, other leadership structures may become more appropriate for the Company. Accordingly, the Board of Directors will continue to periodically review its leadership structure.

Board Meetings and Committees

During fiscal 2025, the Board of Directors held three regular meetings and three special meetings, the Audit Committee held four regular meetings, the Compensation Committee held four regular meetings and the Nominating and Corporate Governance Committee held two regular meetings and one special meeting. Each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of the Board of Directors on which he or she served during the periods that he or she served.

Pursuant to our corporate governance guidelines, our directors are expected to attend the annual meeting of stockholders and all or substantially all of the Board of Directors meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities.

The Board of Directors has established the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The composition and responsibilities of each of the committees are described below. Members will serve on these committees until their death, resignation or as otherwise determined by the Board of Directors.

Audit Committee

The Audit Committee is responsible for, among other matters: (1) appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; (2) discussing with our independent registered public accounting firm their independence from management; (3) reviewing with our independent registered public accounting firm the scope and results of their audit; (4) approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; (5) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; (6) reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; and (7) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

As of the date hereof, the Audit Committee currently consists of Mr. Mardy, Mr. Furie, Ms. Griffin, Mr. Griffith and Ms. Ulasewicz. Mr. Mardy is currently the chairperson of the Audit Committee. The Board of Directors has determined that all members of the Audit Committee qualify as independent directors according to the rules and regulations of Nasdaq and SEC with respect to audit committee membership. The Board of Directors has also determined that Mr. Mardy qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K. The Board of Directors adopted a written charter for the Audit Committee, which is available on our corporate website at https://investors.vince.com. Our website is not part of this Proxy Statement.

Compensation Committee

The Compensation Committee is responsible for, among other matters: (1) reviewing key corporate compensation goals, policies, plans and programs; (2) reviewing and approving the compensation of our chief executive officer and other named executive officers; (3) reviewing and approving employment agreements and other similar arrangements between us and our named executive officers; and (4) administering stock plans and other incentive compensation plans, including the Amended and Restated Vince Holding Corp. 2013 Omnibus Incentive Plan (the "Vince Holding Corp. 2013 Incentive Plan" or “Vince 2013 Incentive Plan”). Pursuant to its charter, the Compensation Committee may also delegate any of its responsibilities to one or more subcommittees to the extent it deems appropriate and as allowed by applicable law.

As of the date hereof, the Compensation Committee currently consists of Ms. Ulasewicz, Ms. Griffin and Ms. Kramer. Ms. Ulasewicz is currently the chairperson of the Compensation Committee. The Board of Directors has determined that all members of the Compensation Committee qualify as independent directors according to the rules and regulations of Nasdaq and the SEC with respect to compensation committee membership. The Board of Directors adopted a written charter for the Compensation Committee, which is available on our corporate website at https://investors.vince.com. Our website is not part of this Proxy Statement.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for, among other matters: (1) identifying individuals qualified to become members of the Board of Directors, consistent with criteria approved by the Board of Directors; (2) overseeing the organization of the Board of Directors so that it can satisfy its duties and responsibilities properly and efficiently; (3) identifying best practices and recommending corporate governance principles; (4) reviewing and approving the compensation of our directors; (5) developing and recommending to the Board of Directors a set of corporate governance guidelines and principles applicable to us; and (6) reviewing and approving related party transactions.

As of the date hereof, the Nominating and Corporate Governance Committee currently consists of Mr. Griffith, Ms. Griffin, and Ms. Kramer. Mr. Griffith is currently the chairperson of the Nominating and Corporate Governance Committee. The Board of Directors adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our corporate website at https://investors.vince.com. Our website is not part of this Proxy Statement.

Other Committees

The Board of Directors may establish other committees as it deems necessary or appropriate from time to time.

Code of Business Conduct and Ethics and Corporate Governance Guidelines

We adopted a code of business conduct and ethics applicable to our principal executive, financial and accounting officers and all persons performing similar functions, as well as corporate governance guidelines. Copies of the code of business conduct and ethics as well as the corporate governance guidelines are available on our corporate website at https://investors.vince.com. We intend to disclose any amendments to the code or the guidelines, or any waivers of their respective requirements, on our website. Our website is not part of this Proxy Statement.

Risk Oversight

The Board of Directors oversees the risk management activities designed and implemented by our management. The Board of Directors executes its oversight responsibility for risk management both directly and through its committees. The Board of Directors

also considers specific risk topics, including risks associated with our strategic plan, business operations, capital structure, human capital, cybersecurity, and environmental, social and governance issues.

The Board of Directors has delegated to the Audit Committee oversight of our risk management process. The Audit Committee receives detailed regular reports from members of our senior management and other employees that include assessments and potential mitigation of the risks and exposures involved with their respective areas of responsibility.

Our other board committees also consider and address risk as they perform their respective committee responsibilities. All committees report to the full Board of Directors as appropriate, including when a matter rises to the level of a material or enterprise level risk.

Considerations in Evaluating Director Nominees

The Board of Directors is responsible for nominating members for election to the Board of Directors and for filling vacancies on the Board of Directors that may occur between annual meetings of stockholders. The Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending candidates to the Board of Directors for board membership. When formulating its Board of Directors membership recommendations, the Nominating and Corporate Governance Committee may also consider advice and recommendations from others, including stockholders, as it deems appropriate.

The Nominating and Corporate Governance Committee has not identified specific minimum qualifications that must be met for a person to be considered as a candidate for director; however, the Nominating and Corporate Governance Committee and the Board of Directors believe that the Board of Directors should be composed of individuals with knowledge and experience in many substantive areas that impact our business. The following areas are the most important to us: fashion and consumer goods; retail and wholesale; marketing and merchandising; sales and distribution; international business development; strategic planning and leadership of complex organizations; accounting, finance, and capital structure; legal/regulatory and government affairs; operations and supply chain management; talent management; and board practices of other major corporations. The Nominating and Corporate Governance Committee and the Board of Directors review these factors, in addition to diversity, in considering candidates for directorship.

We believe that all our current board members possess the professional and personal qualifications necessary for service on the Board of Directors, and have highlighted in the individual biographies above the specific experience, attributes and skills that led to the conclusion that each board member should serve as a director.

Stockholder Recommendations for Nominations to the Board of Directors

The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders. Pursuant to the Company’s third amended and restated bylaws, stockholders who wish to nominate a candidate for election at our annual meeting of stockholders to be held in 2027 (the “2027 Meeting”) may do so by delivering a written notice no earlier than the close of business on February 4, 2027 and no later than the close of business on March 8, 2027 to Vince Holding Corp., 500 Fifth Avenue, 20th Floor, New York, New York 10110, Attention: Secretary. Any stockholder of record or beneficial owner of common stock proposing such a nomination must: (i) be a stockholder of record on the date of the giving of such notice and on the record date for the determination of stockholders entitled to notice of and to vote at our 2027 Meeting; and (ii) comply with the applicable notice procedures set forth in the Company’s third amended and restated bylaws.

The Company’s third amended and restated bylaws require that certain information must be included in the notice provided to the Company’s Secretary regarding the nomination and the stockholder giving the notice, the beneficial owner on whose behalf the notice is made, if any, and any affiliate or associate of the stockholder or the beneficial owner or by any immediate family of the stockholder sharing the same household (collectively, the “Nominating Person”). The information required to be set forth in such notice includes (but is not limited to) (i) the name and address of the Nominating Person as they appear on the Company’s books, (ii) information regarding the common stock owned, directly or indirectly, beneficially or of record by the Nominating Person, (iii) whether and the extent to which any derivative or other instrument, transaction, agreement or arrangement has been entered into by or on behalf of the Nominating Person with respect to the common stock and certain additional information relating to any such instrument, transaction, agreement or arrangement as described in the Company’s third amended and restated bylaws, and (iv) any other information relating to the Nominating Person that would be required to be disclosed in a proxy statement or other filings made with the SEC in connection with the solicitation of proxies with respect to such business. The notice must also include a representation that the Nominating Person intends to appear in person or by proxy at our 2027 Meeting to nominate the person named in the notice.

The Company’s third amended and restated bylaws also require that the notice provide certain information regarding the candidate whom the Nominating Person proposes to nominate as a director, including: (i) certain biographical information, such as name, age, business and residential address and principal occupation; (ii) a description of all agreements, arrangements or understandings (including any anticipated benefits to the Nominating Person as a result of the nomination) between or among the Nominating Person and the

candidate and any other person in connection with the proposed nomination; (iii) a completed and signed questionnaire regarding the background and qualifications of the candidate; (iv) the information that would be required to be provided if the candidate were a Nominating Person; and (v) any other information that the Company may reasonably request regarding the candidate, or that could be material to a reasonable stockholder’s understanding of the qualifications and/or independence of the candidate.

For a complete description of the procedures and disclosure requirements to be complied with by stockholders in connection with submitting director nominations, stockholders should refer to the Company’s third amended and restated bylaws filed with the SEC as Exhibit 3.1 to the Company’s Current Report on Form 8-K on April 7, 2025.

The Nominating and Corporate Governance Committee will consider director candidates timely submitted by the Company’s stockholders in accordance with the notice provisions and procedures set forth in the Company’s third amended and restated bylaws, and shall apply the same criteria to the evaluation of those candidates as the committee applies to other director candidates.

No candidates for director nominations were submitted by any stockholder in connection with the Annual Meeting.

Communications with the Board of Directors

Interested parties wishing to communicate with the Board of Directors or with an individual member or members of the Board of Directors may do so by writing to the Board of Directors or to the particular member or members of the Board of Directors, and mailing the correspondence to Vince Holding Corp., Attention: General Counsel, 500 Fifth Avenue, 20th Floor, New York, New York 10110. Each communication should set forth: (i) the name and address of the stockholder, as it appears on our books, and if the shares of our common stock are held by a nominee, the name and address of the beneficial owner of such shares; and (ii) the number of shares of our common stock that are owned of record by the record holder and beneficially by the beneficial owner. Our General Counsel, in consultation with appropriate members of the Board of Directors and management, as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of the Board of Directors, or if none is specified, to the chairperson of the Board of Directors.

Director Compensation

All members of the Board of Directors that are not employed by (i) us; and (ii) by P180 or any of its affiliates ("Non-Employee Directors") are entitled to receive compensation for their services to the Board of Directors and related committees pursuant to the policy described below.

The annual cash fees paid to our Non-Employee Directors are as follows:


Description		Amount
Annual Retainer (1)		$50,000
Retainer for Chairman of the Board of Directors (2)		$20,000
Retainer for Chair of Committee (1)		$15,000 for chairing the Audit Committee;
		$10,000 for chairing the Compensation Committee; and
		$5,000 for chairing the Nominating and Corporate Governance Committee

(1)

The applicable amount(s) are paid in arrears on a quarterly basis each year for the term of each director’s services as a member of the Board of Directors and as chair of a committee, where applicable, with such amount calculated on a pro rata basis for the first year of service.

(2)

Effective June 5, 2024, the Board of Directors adopted a policy providing for an annual cash retainer for a director's services as Chairman of the Board of Directors. The amount is paid in arrears on a quarterly basis each for the term of the director's services as Chairman of the Board of Directors, with such amount calculated on a pro rata basis for the first year of service.

All Non-Employee Directors are also entitled to be reimbursed for their reasonable out-of-pocket expenses incurred to attend meetings of the Board of Directors and related committees. During fiscal 2025, none of our Non-Employee Directors received any grants of equity awards or shares of our common stock.

During fiscal 2025, any director employed by P180 or any of its affiliates was not entitled to, nor did they receive, any compensation for services as a member of the Board. Accordingly, Messrs. Furie, Griffith and Mardy, Mses. Griffin, Kramer and Ulasewicz and, beginning February 6, 2025, Mr. Stefko, were our Non-Employee Directors entitled to compensation from us. Mr. Stefko served as Interim Chief Executive Officer until February 6, 2025, and during such time he did not earn or receive any compensation for his service as a member of the Board of Directors. Mr. Stefko received a pro-rated annual retainer for his service as a member of the

Board of Directors beginning on May 7, 2025. All compensation earned by Mr. Stefko for fiscal 2025 is reported in the Summary Compensation Table.

The compensation earned during fiscal 2025 by each of Messrs. Furie, Griffith and Mardy and Mses. Griffin, Kramer and Ulasewicz for serving as a member of the Board of Directors and committees thereof is set forth in the following table:


Name		Fees Earned or Paid in Cash		Stock Awards		All Other Compensation			Total
Simon Furie	$	50,000	(1)	$	−	$	9,832	(7)	$	59,832
Kelly Griffin	$	50,000	(2)	$	−	$	5,793	(7)	$	55,793
Jerome Griffith	$	55,000	(3)	$	−	$	114	(7)	$	55,114
Robin Kramer	$	50,000	(4)	$	−	$	−		$	50,000
Michael Mardy	$	85,000	(5)	$	−	$	1,290	(7)	$	86,290
Eugenia Ulasewicz	$	60,000	(6)	$	−	$	544	(7)	$	60,544

(1)

Represents annual retainer paid to Mr. Furie for his service as a member of the Board of Directors.

(2)

Represents annual retainer paid to Ms. Griffin for her service as a member of the Board of Directors.

(3)

Represents annual and committee chair retainers paid to Mr. Griffith for his service as a member of the Board of Directors as well as the chairperson of the Nominating and Corporate Governance Committee.

(4)

Represents annual retainer paid to Ms. Kramer for her service as a member of the Board of Directors.

(5)

Represents annual, chairman, and committee chair retainers paid to Mr. Mardy for his service as a member of the Board of Directors, Chairman of the Board and the chairperson of the Audit Committee.

(6)

Represents annual and committee chair retainers paid to Ms. Ulasewicz for her service as a member of the Board of Directors as well as the chairperson of the Compensation Committee.

(7)

Represents reimbursements made to directors for their out of pocket expenses, which they incurred to attend meetings of the Board of Directors and its committees.

Director and Officer Indemnification and Limitation of Liability

Our third amended and restated bylaws provide that we indemnify our directors and officers to the fullest extent permitted by the DGCL. In addition, our amended and restated certificate of incorporation and the DGCL provide that our directors will not be liable for monetary damages for breach of fiduciary duty, except for liability for: (i) any breach of the director’s duty of loyalty to us or our stockholders; and (ii) any acts or omissions not in good faith or acts or omissions that involve intentional misconduct or a knowing violation of law.

In addition, we have entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement to the fullest extent permitted under the DGCL.

There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending January 30, 2027. For the fiscal year ending January 31, 2026, PricewaterhouseCoopers LLP served as our independent registered public accounting firm.

At the Annual Meeting, our stockholders are being asked to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 30, 2027. The Audit Committee is submitting the appointment of PricewaterhouseCoopers LLP to our stockholders as a matter of good corporate governance and because we value our stockholders’ views on our independent registered public accounting firm. Notwithstanding the appointment of PricewaterhouseCoopers LLP and any ratification of that appointment by our stockholders, the Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time if the Audit Committee believes that such a change would be in the best interests of the Company and its stockholders.

Representatives of PricewaterhouseCoopers LLP will attend the Annual Meeting virtually, have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from our stockholders.

The ratification of the appointment of PricewaterhouseCoopers LLP requires the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal. Any broker non-votes will have no effect on this proposal.

Audit and Related Fees.

The following table presents fees for professional audit services and other services rendered to us by PricewaterhouseCoopers LLP for fiscal 2025 and fiscal 2024:


	Fiscal 2025		Fiscal 2024
Audit Fees (1)	$	1,513,000	$	1,718,000
Audit Related Fees	−		−
Tax Fees	−		−
All Other Fees (2)	2,000			2,000
Total audit and related fees	$	1,515,000	$	1,720,000

(1)

Represents fees and related expenses billed or expected to be billed by PricewaterhouseCoopers LLP for professional services rendered for the audits of the Company’s annual consolidated financial statements for fiscal 2025 and fiscal 2024 and the reviews of interim period financial statements included in the Company’s quarterly reports on Form 10-Q.

(2)

Represents costs for research software.

Auditor Independence

The Audit Committee has considered whether the provision of the above-noted services is compatible with maintaining the auditor’s independence and has determined that the provision of such services has not adversely affected the auditor’s independence.

Policy and Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services

The Audit Committee has established policies and procedures regarding the pre-approval of audit and other services that our independent auditor may perform for us, subject to the SEC rules which provide that certain non-audit services accounting for less than five percent of the total fees paid to the independent auditor be approved by the Audit Committee retroactively. In accordance with the charter of the Audit Committee, approval can be made by the chair of the Audit Committee, or any member of the Audit Committee if the chair is not available, in between committee meetings, who is then required to disclose the pre-approved services to the Audit Committee at the next scheduled meeting.

     The Board of Directors recommends a vote FOR the ratification of the appointment of
PricewaterhouseCoopers LLP.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee is a committee of the Board of Directors comprised solely of independent directors as required by the listing standards of Nasdaq and the rules and regulations of the SEC. The Audit Committee operates under a written charter approved by the Board of Directors, which is available on our website at https://investors.vince.com. Our website is not part of this Proxy Statement. The composition of the Audit Committee, the attributes of its members and the responsibilities of the Audit Committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The Audit Committee reviews and assesses the adequacy of its charter and the Audit Committee’s performance on an annual basis.

With respect to the Company’s financial reporting process, the management of the Company is responsible for (1) establishing and maintaining internal controls; and (2) preparing the Company’s consolidated financial statements. Our independent registered public accounting firm, PricewaterhouseCoopers LLP, is responsible for auditing these financial statements. It is the responsibility of the Audit Committee to oversee these activities. It is not the responsibility of the Audit Committee to prepare our financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the Audit Committee has:

•

reviewed and discussed the audited financial statements with management and PricewaterhouseCoopers LLP;

•

discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC; and

•

received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP its independence.

Based on the Audit Committee’s review and discussions with management and PricewaterhouseCoopers LLP, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report.

Respectfully submitted by the members of the Audit Committee of the Board of Directors:

Michael Mardy (Chair)

Simon Furie

Kelly Griffin

Jerome Griffith

Eugenia Ulasewicz

This report of the Audit Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

PROPOSAL NO. 3
advisory vote on executive compensation

In accordance with Section 14A of the Exchange Act, the Board of Directors is providing the stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as described in the section below entitled “Executive Compensation.” Stockholders may express their views on the compensation of our named executive officers or may abstain. This vote is not intended to address any specific element of compensation, but rather the overall compensation of the named executive officers. Accordingly, you may vote for the following resolution at the Annual Meeting: “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and related narrative discussions, be, and hereby is, in all respects, approved, ratified and confirmed.”

The goal of our executive compensation program is to attract, recruit and retain qualified employees to run our business and achieve results that enhance stockholder value. The Compensation Committee oversees the Company’s existing and proposed executive compensation plans, policies and practices.

Our executive compensation program includes the annual incentive program based on pre-determined performance metrics of the Company and the long-term equity incentive program, which are designed to closely align the interests of our executives with those of our stockholders. Details on the compensation of our named executive officers are further described in the section entitled “Executive Compensation.”

The approval, on a non-binding, advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal. Broker non-votes will have no effect on this proposal.

Because the votes on this proposal are non-binding and advisory, voting results cannot overrule any decisions made by the Board of Directors or the Compensation Committee. The Board of Directors and the Compensation Committee will take into account the outcome of the vote when considering future compensation arrangements for our named executive officers. We currently conduct annual advisory votes on executive compensation, and we expect to conduct the next advisory vote at our 2027 annual meeting.

     The Board of Directors recommends a vote FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers. 

    

EXECUTIVE OFFICERS

Below is the current list of names, ages (as of June 4, 2026) and a brief overview of the business experience of our executive officers:


Name	Age	Position/Title
Brendan Hoffman	57	Chief Executive Officer and Director
Jill Norton	47	Chief Commercial Officer
Akiko Okuma	44	Chief Administrative Officer and General Counsel
Yuji Okumura	43	Chief Financial Officer

Brendan Hoffman. See “Board of Directors and Corporate Governance — Continuing and Current Directors — Brendan Hoffman for Mr. Hoffman’s biography. Mr. Hoffman's service as Chief Executive Officer commenced in February 2025.

Jill Norton. Ms. Norton was appointed Chief Commercial Officer of the Company in February 2025. Ms. Norton joined the Company in December 2010 and has held various leadership positions in our men's and women's wholesale and retail buying businesses, including most recently as President, Sales since September 2020 and Senior Vice President, Wholesale since April 2018. Prior to joining the Company, Ms. Norton held various roles at DKNY, Perry Ellis and Calvin Klein.

Akiko Okuma. Ms. Okuma was appointed Chief Administrative Officer and General Counsel in October 2024. Ms. Okuma also oversees the Investor Relations and Corporate Compliance functions for the Company. Ms. Okuma joined the Company in March 2014 and served as Vice President, General Counsel and Secretary from February 2016 until September 2020, when Ms. Okuma was appointed Senior Vice President, General Counsel and Secretary. Prior to joining the Company, Ms. Okuma was an associate at Paul, Weiss, Rifkind, Wharton & Garrison LLP in the firm’s New York and Tokyo offices.

Yuji Okumura. Mr. Okumura was appointed as Chief Financial Officer of the Company in April 2025. Mr. Okumura joined the Company in March 2018 as our Director of Financial Reporting and later served as the Company's Vice President, Controller from September 2020 to March 2025 and interim Chief Financial Officer from March 2025 to April 2025. Prior to joining the Company, Mr. Okumura worked for over 11 years in public accounting at KPMG, LLP.

Family Relationships

There are no family relationships between any of our executive officers or directors.

EXECUTIVE COMPENSATION

The following section provides compensation information pursuant to the scaled disclosure rules applicable to “smaller reporting companies” under the rules of the SEC and may contain statements regarding future individual and Company performance targets and goals. These targets and goals are disclosed in the limited context of the Company’s executive compensation program and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts. Our named executive officers for fiscal 2025 and the positions they held with us during fiscal 2025 are set forth below:


Name		Position/Title
Brendan Hoffman		Chief Executive Officer and Director (Principal Executive Officer)
Jill Norton		Chief Commercial Officer
Akiko Okuma		Chief Administrative Officer and General Counsel
David Stefko (1)		Former Interim Chief Executive Officer (Former Principal Executive Officer)
Marie Fogel (2)		Senior Vice President, Chief Merchandising and Manufacturing Officer

(1)

Mr. Stefko was appointed Interim Chief Executive Officer (Principal Executive Officer) on March 26, 2024. Effective February 6, 2025, Mr. Stefko resigned from his position and the Board appointed Brendan Hoffman (Principal Executive Officer) to serve as our Chief Executive Officer.

(2)

Ms. Fogel served in an executive officer capacity until February 6, 2025.

Overview

Our Compensation Committee is responsible for making compensation decisions for our executive officers and directors. Our Compensation Committee also considers input from our Chief Executive Officer, who provides compensation recommendations to the Compensation Committee for executives other than himself based on the considerations mentioned herein. We grant long-term equity incentives from time to time to our executives under the Vince 2013 Incentive Plan, as described below under “— Vince 2013 Incentive Plan.”

Our Compensation Committee reviews compensation elements and amounts for our named executive officers on an annual basis and at the time of a promotion or other change in level of responsibilities, as well as when competitive circumstances or business needs may require.

Executive Compensation Design Overview

Our executive compensation programs have historically been designed to provide competitive total compensation opportunities. They are designed to align pay with achievement of our annual and long-term financial and operational goals and recognize individual achievements. In setting pay levels, we reviewed published survey information and other available compensation data that was specific to companies of similar size or positioning in our industry. For fiscal 2025, our executive compensation program was designed to:

•

provide aggregate compensation that reflects the market compensation for executives with similar responsibilities in similar companies with appropriate adjustments to reflect the experience, performance and other distinguishing characteristics of specific individuals;

•

be commensurate with our short-term and long-term financial performance;

•

be aligned with the value for stockholders; and

•

provide a competitive compensation opportunity that enables us to attract and retain key executive talent.

We believe that an important criterion for the determination of the aggregate value of our compensation program and the allocation of such value among the various elements of our compensation plans is market data on the amounts, allocations and structures utilized by similarly situated companies for positions of comparable responsibilities.

Compensation of Named Executive Officers

Base Salaries. The Compensation Committee reviews the base salaries of our executive officers, including the named executive officers, at least annually, and makes adjustments as it determines to be reasonable and necessary. The annualized base salaries of the named executive officers who were employed by Vince during fiscal 2025 were as follows:


Named Executive Officer		Annualized Base Salary
Brendan Hoffman, Chief Executive Officer and Director	$	725,000
Jill Norton, Chief Commercial Officer (1)	$	600,000
Akiko Okuma, Chief Administrative Officer and General Counsel (2)	$	475,000
David Stefko, Former Interim Chief Executive Officer	$	800,000
Marie Fogel, Senior Vice President, Chief Merchandising and Manufacturing Officer	$	640,000

(1)

Ms. Norton's annual base salary was changed from $485,000 to $600,000, effective February 6, 2025.

(2)

Ms. Okuma's annual base salary was changed from $400,000 to $475,000, effective September 8, 2025.

Cash Bonuses. With respect to services rendered in fiscal 2025, the Compensation Committee adopted the 2025 Short-Term Incentive Program (the “2025 Bonus Plan”) as our annual cash bonus plan. Under the 2025 Bonus Plan, the performance metric was based on EBITDA with certain internal adjustments. The payout opportunity for the named executive officers under the 2025 Bonus Plan (as a percentage of base salary) was 100% for Mr. Hoffman, 70% for Ms. Norton, 70% for Ms. Okuma, at the discretion of the Compensation Committee for Mr. Stefko, and 70% for Ms. Fogel. Mr. Stefko resigned as Interim Chief Executive Officer of the Company on February 6, 2025 and earned no cash bonus under the 2025 Bonus Plan. Bonuses awarded under the 2025 Bonus Plan are expected to be paid in April 2026.

Vince 2013 Incentive Plan. In fiscal 2025 (i) Mr. Hoffman received no long-term incentive grants; (ii) Ms. Norton was granted on May 23, 2025 an option to acquire up to 15,000 shares of our common stock with an exercise price of $1.47; (iii) Ms. Okuma was granted on May 23, 2025 an option to acquire up to 15,000 shares of our common stock with an exercise price of $1.47; (iv) Mr. Stefko received no long-term incentive grants; and (iv) Ms. Fogel was granted on May 23, 2025 an option to acquire up to 15,000 shares of our common stock with an exercise price of $1.47. All option awards granted to our named executive officers during fiscal 2025 vest at a rate of 25% on each of the first, second, third and fourth anniversaries of the grant date, so long as each such named executive officer remains continuously employed by the Company through each such vesting date. The Compensation Committee does not time grants with respect to the release of material non-public information ("MNPI"), nor does the Company time disclosure of MNPI for the purpose of affecting the value of executive compensation.

Insider Trading Policy; Anti-Hedging and Anti-Pledging Policies

The Company has adopted an insider trading policy (the "Insider Trading Policy") designed to promote compliance with insider trading laws, rules and regulations, as well as applicable exchange listing standards. The policy is applicable to the Company's directors, officers, employees, and other covered persons. Directors, executive officers, and certain other covered persons may not engage in any transaction in our securities without first obtaining pre-clearance of the transaction from our Chief Administrative Officer and General Counsel. The Insider Trading Policy further prohibits the trading of Company securities on the basis of material, non-public information and establishes regular blackout periods wherein certain designated persons are prohibited from trading in Company securities. The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy, a copy of which can be found as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

Our executive officers as well as members of the Board of Directors are also prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan. In addition, all employees and Board members are prohibited from engaging in any hedging or monetization transactions involving Company securities, such as zero-cost collars and forward sale contracts that involve the establishment of a short position in the Company’s securities, which limit or eliminate the ability to profit from an increase in the value of the Company securities.

Clawback Policy

Effective October 2023, the Company adopted a Compensation Recovery Policy (“Clawback Policy”) to, among other things, further align the link between total compensation and the Company’s performance, as well as to comply with listing standards adopted by Nasdaq implementing Rule 10D-1 under the Exchange Act. The Clawback Policy provides, among other things, that in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, the Company shall reasonably promptly recover from certain current or former executives the excess incentive-based compensation received by any such covered executive during the three fiscal years preceding the date on which the Company was required to prepare an accounting restatement, with limited exceptions. The recovery of such compensation applies regardless of whether a covered executive engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. The foregoing summary of the Clawback Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Clawback Policy, a copy of which can be found as Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024.

Summary Compensation Table

The following table provides information regarding the total compensation for services rendered during fiscal 2025 and fiscal 2024 in all capacities that was earned by our named executive officers.


Name and Principal Position	Year	Salary ($)				Bonus ($)			Stock Awards ($)(1)			Option Awards ($)(1)			Non-Equity Incentive Plan Compensation ($)			All Other Compensation ($)			Total ($)
Brendan Hoffman Chief Executive Officer and Director (Principal Executive Officer)	2025		$	702,692		$	—		$	—		$	—		$	715,069	(2)	$	21,309	(3)	$	1,439,070
Jill Norton Chief Commercial Officer	2025		$	596,462		$	—		$	—		$	18,000	(4)	$	420,000	(5)	$	21,056	(6)	$	1,055,517
Akiko Okuma Chief Commercial Officer	2025		$	428,846		$	—					$	18,000	(7)	$	277,000	(8)		15,873	(9)	$	739,719
David Stefko Former Interim Chief Executive Officer (Former Principal Executive Officer)	2025		$	30,769	(10)	$	—		$	—		$	—		$	—		$	61,113	(11)	$	91,882
	2024		$	670,769	(12)	$	476,923	(13)	$	75,000	(14)	$	—		$	—		$	28,826	(15)	$	1,251,519
Marie Fogel Senior Vice President, Chief Merchandising and Manufacturing Officer	2025		$	640,001		$	—			—		$	18,000	(16)	$	448,000	(17)	$	16,544	(18)	$	1,122,544
	2024		$	636,923		$	—		$	—		$	—		$	313,600	(19)	$	16,567	(20)	$	967,090

(1)

Reflects the aggregate grant date fair value of the equity awards. All assumptions made in the valuation are discussed in Note 4 of our audited consolidated financial statements included in the Annual Report accompanying this Proxy Statement.

(2)

Reflects a pro-rated cash bonus to be paid to Mr. Hoffman for the achievement of targeted objectives under the 2025 Bonus Plan.

(3)

Reflects the value of a clothing allowance, 401(k) contributions made by the Company and executive life insurance premiums paid by the Company.

(4)

Ms. Norton was granted options to acquire 15,000 shares of our common stock during fiscal 2025. See "Compensation of Name Executive Officers — Vince 2013 Incentive Plan" for more details.

(5)

Reflects a cash bonus to be paid to Ms. Norton for the achievement of targeted objectives under the 2025 Bonus Plan.

(6)

Reflects the value of a clothing allowance, 401(k) contributions made by the Company and executive life insurance premiums paid by the Company.

(7)

Ms. Okuma was granted options to acquire 15,000 shares of our common stock during fiscal 2025. See "Compensation of Name Executive Officers — Vince 2013 Incentive Plan" for more details.

(8)

Reflects a cash bonus to be paid to Ms. Okuma for the achievement of targeted objectives under the 2025 Bonus Plan.

(9)

Reflects the value of a clothing allowance, 401(k) contributions made by the Company and executive life insurance premiums paid by the Company.

(10)

Amounts reflect the salary earned by Mr. Stefko as Interim Chief Executive Officer during fiscal 2025. Mr. Stefko resigned as Interim Chief Executive Officer of the Company on February 6, 2025.

(11)

Reflects the value of a clothing allowance, 401(k) contributions made by the Company and executive life insurance premiums paid by the Company. In addition, during fiscal 2025 Mr. Stefko received a pro-rated annual retainer of $28,397 for the period of his service as a member of the Board of Directors and $30,000 for consulting services provided, in each case following his resignation as Interim Chief Executive Officer of the Company on February 6, 2025.

(12)

Amounts reflect the salary earned by Mr. Stefko as Interim Chief Executive Officer for the entire fiscal 2024. Mr. Stefko resigned as Interim Chief Executive Officer of the Company on February 6, 2025.

(13)

Reflects a discretionary cash bonus authorized and directed by the Compensation Committee paid to Mr. Stefko for his services as Interim Chief Executive Officer during fiscal 2024.

(14)

Represents the grant date fair value of 45,455 RSUs granted to Mr. Stefko on June 5, 2024, which grant was authorized and directed by the Board on June 5, 2024 as compensation for Mr. Stefko's service as member of the Board. Effective February 3, 2025, the Board authorized and directed the acceleration of all granted and unvested RSUs remaining under such grant as consideration for Mr. Stefko's services as Interim Chief Executive Officer.

(15)

Reflects the value of clothing allowance, 401(k) contributions made by the Company and executive life insurance premiums paid by the Company. In addition, Mr. Stefko received a pro-rated annual retainer of $12,500 for the period of his service as a member of the Board of Directors during fiscal 2024 prior to his appointment as Interim Chief Executive Officer.

(16)

Ms. Fogel was granted options to acquire 15,000 shares of our common stock during fiscal 2025. See "Compensation of Name Executive Officers — Vince 2013 Incentive Plan" for more details.

(17)

Reflects a cash bonus to be paid to Ms. Fogel for the achievement of targeted objectives under the 2025 Bonus Plan.

(18)

Reflects the value of a clothing allowance, 401(k) contributions made by the Company and executive life insurance premiums paid by the Company.

(19)

Reflects a cash bonus paid to Ms. Fogel for the achievement of targeted objectives under the 2024 Bonus Plan.

(20)

Reflects the value of a clothing allowance, 401(k) contributions made by the Company and executive life insurance premiums paid by the Company.

Employment Agreements

Brendan Hoffman, Chief Executive Officer. The Company and V Opco, LLC, the Company's indirect wholly owned subsidiary, entered into an employment agreement with Mr. Hoffman on February 3, 2025 to serve as Chief Executive Officer of both the Company and V Opco, LLC, with an annual base salary of $725,000. In addition to base salary, Mr. Hoffman is eligible to participate in the Company's annual incentive plan that provides him with the opportunity to earn a bonus targeted at 100% of his base salary; provided predetermined performance metrics are met, with a maximum bonus opportunity set from time to time with the approval of the Board of Directors and the Compensation Committee. Mr. Hoffman's employment agreement provides that he shall not be eligible to receive any equity grants.

In the event Mr. Hoffman's employment is terminated without cause, he would be eligible to receive: (i) any unpaid base salary through his termination date, together with a pro-rated portion of the annual bonus for the year in which his termination occurs, based upon actual performance, and other accrued benefits; (ii) his base salary during a period ending on the earlier of the 12-month anniversary of his termination date or the date other employment is secured, provided that he continues to comply with the restrictive covenants described below; and (iii) the employer-portion of the monthly premiums during the salary continuation period associated with the continued health benefit coverage under COBRA upon timely election. Mr. Hoffman must sign a release in order to receive severance benefits. In the event that total payments relating to a change in control would constitute parachute payments within the meaning of Section 280G of the Code and would be subject to excise tax imposed under Section 4999 of the Code, the payment to Mr. Hoffman will be reduced by the amount required to avoid the excise tax if the reduction would give him a better after-tax result than if he received the payments in full.

Mr. Hoffman's employment agreement also provides that, during the term of his employment and for a period of 12 months thereafter, he generally will not own, manage, operate, control, be employed by or render services to certain of our competitors or any of their successors or affiliates (other than through the operations of P180). Further, during the term of his employment and for the 12-month period after the termination of his employment, Mr. Hoffman will not: (i) solicit or induce any of our employees, representatives or agents to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with us or hire or retain such employee, representative or agent or take any action to materially assist or aid another person, firm, corporation or other entity in identifying, hiring or soliciting such employee, representative or agent, or (ii) interfere, or aid or induce any other person or entity in interfering with the relationship between us and any of our vendors, joint-venture partners or licensors.

Jill Norton, Chief Commercial Officer. V Opco, LLC entered into an employment agreement with Ms. Norton on November 24, 2010. The employment agreement was amended and restated from time to time, and most recently in February 2025 to change Ms. Norton's title to Chief Commercial Officer and to provide for a base salary of $600,000. Ms. Norton is also eligible to participate in the Company’s annual incentive plan each year with a target bonus opportunity of 70% of her base salary.

In the event Ms. Norton’s employment is terminated without cause, she would be eligible to receive: (i) her base salary during a period ending on the earlier of the 12-month anniversary of her termination date or the date other employment is secured, and (ii) the employer-portion of the monthly premiums during the salary continuation period associated with the continued health benefit coverage under COBRA upon timely election. Ms. Norton must sign a release in order to receive severance benefits

Ms. Norton’s employment agreement also provides that, during the term of her employment and for a period of 12 months thereafter, she generally will not own, manage, operate, control, be employed by or render services to certain of our competitors or any of their successors or affiliates (the “Non-Competition Covenant”). Further, during the 12-month period after the termination of her employment, Ms. Norton will not: (i) solicit or induce any of our employees, representatives or agents to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with us or hire or retain such employee, representative or agent or take any action to materially assist or aid another person, firm, corporation or other entity in identifying, hiring or soliciting such employee, representative or agent, or (ii) interfere, or aid or induce any other person or entity in interfering with the relationship between us and any of our vendors, joint-venture partners or licensors (the “Non-Solicit, Non-Interference Covenant”).

Akiko Okuma, Chief Administrative Officer and General Counsel. Vince entered into an employment agreement with Ms. Okuma on February 25, 2014. The employment agreement was amended and restated from time to time, including in October 2024 to change Ms. Okuma's title to Chief Administrative Officer and General Counsel and in September 2025 to provide for a base salary of $475,000 and a target bonus opportunity of 70% of her base salary under the Company's annual incentive plan.

In the event Ms. Okuma's employment is terminated without cause, she would be eligible to receive: (i) her base salary during a period ending on the earlier of the 12-month anniversary of her termination date or the date other employment is secured, and (ii) the employer-portion of the monthly premiums during the salary continuation period associated with the continued health benefit coverage under COBRA upon timely election.

Ms. Okuma's employment agreement also includes the Non-Competition Covenant and the Non-Solicit, Non-Interference Covenant during her employment and 12 months thereafter. Ms. Okuma must sign a release in order to receive severance benefits.

David Stefko, Interim Chief Executive Officer. In connection with his appointment on March 26, 2024 as Interim Chief Executive of the Company, Vince entered into an employment agreement with Mr. Stefko. The agreement provided for "at will" employment with a monthly salary of approximately $67,000. Mr. Stefko was also eligible to participate in the Company’s annual incentive plan on a discretionary basis. While serving as Interim Chief Executive Officer, Mr. Stefko was not eligible for, nor did he receive, any compensation for his service as a director of the Company, other than the standard annual equity grant for directors (See “Director Compensation” for more information) and reimbursement for reasonable out-of-pocket expenses incurred in connection with his service as a member of the Board of Directors of the Company.

On February 3, 2025, the Board of Directors of the Company approved the appointment of Brendan Hoffman to serve as the Chief Executive Officer of the Company, effective February 6, 2025, and Mr. Stefko resigned from the position of Interim Chief Executive Officer of the Company, effective February 6, 2025.

Marie Fogel, Senior Vice President, Chief Merchandising and Manufacturing Officer. Vince entered into an employment agreement with Ms. Fogel on January 10, 2017. The employment agreement was amended in July 2017 to provide for a base salary of $400,000. The employment agreement was again amended in June 2018 to provide for a base salary of $600,000, which may be increased upon an annual review by the Board of Directors or the Compensation Committee, effective July 2018, and a one-time equity grant of 12,500 RSUs. The employment agreement was again amended in March 2021 to change Ms. Fogel’s title to Senior Vice President, Chief Merchandising and Manufacturing Officer. Ms. Fogel is also eligible to participate in the Company’s annual incentive plan each year with a target bonus opportunity of 70% of her base salary.

In the event Ms. Fogel’s employment is terminated without cause, she would be eligible to receive: (i) her base salary during a period ending on the earlier of the 12-month anniversary of her termination date or the date other employment is secured, and (ii) the employer-portion of the monthly premiums during the salary continuation period associated with the continued health benefit coverage under COBRA upon timely election.

Ms. Fogel’s employment agreement also includes the Non-Competition Covenant and the Non-Solicit, Non-Interference Covenant during her employment and 12 months thereafter. Ms. Fogel served in an executive officer capacity until February 6, 2025.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding outstanding equity awards of the Company held by our named executive officers at the end of fiscal 2025:



Name	Grant Date (1)	Number of Securities Underlying Unexercised Options (#) Exercisable (2)	Number of Securities Underlying Unexercised Options (#) Unexercisable (3)	Option Exercise Price ($)	Option Expiration Date
Brendan Hoffman	—	—	—	—	—
Jill Norton	May 23, 2025	—	15,000	$1.47	May 23, 2035
Akiko Okuma	May 23, 2025	—	15,000	$1.47	May 23, 2035
David Stefko	—	—	—	—	—
Marie Fogel	May 23, 2025	—	15,000	$1.47	May 23, 2035

(1)

The options described in this table vest over the course of four years at a rate of 25% each year on each anniversary of the grant date, beginning on the first anniversary thereof.

(2)

Any shares of our common stock that any named officer receives upon exercise of these options will be subject to certain minimum holding requirements.

401(k) Plan

During fiscal 2025, we maintained a defined contribution 401(k) Plan, as well as various group health and welfare programs that were generally available to all our employees, including the named executive officers.

Under the 401(k) plan, eligible employees electing to participate may contribute up to 100% of their pretax income, subject to Internal Revenue Service (“IRS”) rules limiting an individual’s total contributions and the application of IRS tests designed to ensure that the plan does not discriminate in favor of highly compensated employees. We match 50% up to the first 4% of the employee’s deferral.

Severance Benefits

Upon certain types of terminations of employment, severance benefits may be payable to our named executive officers. Severance benefits paid or payable to the named executive officers are addressed in each named executive officer’s employment agreement or severance agreement, as applicable. See “— Employment Agreements.”

Pay versus Performance

The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer (“PEO”) and our other named executive officers (“Other NEOs”) as presented under “—Summary Compensation Table” (the “SCT Amounts”), (ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules (the “CAP Amounts”), (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures.

This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of company or individual performance. For discussion of how our executive compensation program is designed to align pay with the achievement of our annual and long-term financial and operational goals and recognize individual achievements, please see “—Executive Compensation Design Overview”.

       Year
(a)

       Summary Compensation Table Total for PEO (1)
(b)

       Compensation Actually Paid to PEO (1)(2)
(c)

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

PROPOSAL NO. 1ELECTION OF DIRECTORS

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

PROPOSAL NO. 2RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF THE AUDIT COMMITTEE

PROPOSAL NO. 3advisory vote on executive compensation

EXECUTIVE COMPENSATION

PROPOSAL NO. 1
ELECTION OF DIRECTORS

PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL NO. 3
advisory vote on executive compensation

SEC Form DEF 14A filed by Vince Holding Corp.