📜 What This Document Is ✉️

This filing is a Proxy Statement (Form DEF 14A). Think of this document as the essential voter handbook for Torrid Holdings Inc.'s annual meeting. It doesn't report sales or profits; rather, it informs you, the stockholder, about how the company is governed and what votes you need to cast. The goal is to make sure you understand all the key decisions the company needs you to approve.

👉 The main event: Stockholders are invited to vote at the Annual Meeting on Tuesday, June 2, 2026, at 9:00 a.m. Pacific Daylight Time, at the Company’s headquarters in City of Industry, California.

🏢 What Torrid Holdings Inc. Does 👗

In simple terms, Torrid is a company operating in the retail sector, focusing on the sale of apparel and intimate wear. It has a significant history in the clothing industry, having operated various retail concepts throughout its corporate life.

👉 The core business model involves selling fashion items, and its operational history involves managing complex aspects of retail merchandising and supply chains.

🏛️ The Board & Corporate Governance Structure ⚖️

The Board of Directors is responsible for the overall guidance and management oversight of the company. The board is divided into three classes of directors, with each class elected for a three-year term at the annual meeting.

• Current Composition: There are six directors in total. The Board structure includes four diverse directors and two women, emphasizing the company's commitment to diverse viewpoints.
• Key Roles:
  • Stefan L. Kaluzny serves as the Board Chairperson.
  • Theophlius Killion serves as the Lead Independent Director.
• Controlled Company Status: The Board notes that due to the ownership of its Principal Stockholders (Sycamore Partners Management, L.P., and affiliates) who control a majority of the voting power, Torrid is classified as a “controlled company” under NYSE standards. This status impacts certain governance rules, such as those regarding the number of independent directors.

🗳️ The Three Core Proposals for Vote 📜

The proxy statement outlines three critical matters that the shareholders must consider voting on at the Annual Meeting. These votes determine the company's leadership and oversight procedures for the coming years.

• Proposal 1: Election of Class II Directors: You will vote to elect two nominees, Theophlius Killion and Michael A. Shaffer, who are slated to serve until the 2029 Annual Meeting.
  • The Board's Recommendation: The Board recommends voting “FOR” both Theophlius Killion and Michael A. Shaffer.
  • Why it matters: Electing directors is how the company keeps its governing body accountable and ensures diverse expertise guides the company's strategy.
• Proposal 2: Compensation of Named Executive Officers: You are asked to approve the compensation paid to the company’s named executive officers (CEO, COO, CFO, etc.).
  • Important Note: This vote is explicitly "advisory, non-binding," meaning your vote suggests how the company should be paid, but it does not legally mandate the payment.
• Proposal 3: Ratification of Independent Auditor: You must vote to ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending January 30, 2027.
  • The Board's Recommendation: The Board recommends voting “FOR” this ratification.
  • Why it matters: The auditor is the company's financial watchdog, ensuring that financial statements are accurate and following all accounting rules.

🧑‍💼 Key Personnel and Leadership Expertise 🌟

The directors and executive officers listed possess deep experience in finance, retail, and corporate management. The Board emphasizes that these varied skills are essential for guiding the company's long-term performance.

• Notable Expertise: Directors have backgrounds covering retail merchandising (e.g., Ms. Harper’s tenure at Belk), large-scale corporate finance (e.g., Mr. Shaffer’s time at PVH Corp.), and legal/strategy (e.g., Ms. Zeterberg's background).
• Leadership Structure: The Board has defined its leadership roles, with Mr. Kaluzny serving as Board Chairperson and Mr. Killion serving as Lead Independent Director.
• Executive Officers (as of April 13, 2026): The executive team includes Lisa M. Harper (CEO), Hyon C. Park (EVP, COO/CTO), Ashlee R. Wheeler (EVP, CCO), Paula S. Dempsey (EVP, CFO), and Bridgett C. Zeterberg (EVP, CHRO/CLO/Corporate Secretary).

💼 Board Committees and Oversight Functions 💼

The Board relies on three key committees to handle specialized oversight functions. Each committee has a written charter and detailed responsibilities, ensuring checks and balances on corporate activities.

• Audit Committee: Chaired by Michael A. Shaffer, this committee is responsible for overseeing the financial reporting process, reviewing the audit scope, and approving the independent accounting firm.
• Compensation Committee: Chaired by Theophlius Killion, this committee handles salary and incentive programs. It recommends annual compensation packages for the executive team.
• Nominating and Corporate Governance Committee: Chaired by Dary Kopelioff, this committee is responsible for identifying qualified directors, reviewing proposals, and overseeing the company’s overall governance policies, including ESG (Environmental, Social, and Governance) practices.

💵 Executive Compensation Program Details 💸

The company's compensation structure aims to link executive pay directly to performance and the success of the company. The compensation committee is guided by the independent consultant, Exequity, LLP.

• Compensation Philosophy: The goal is to "Attract, motivate and retain" talented executives and "Align the interests of our executive officers with our stockholders."
• Compensation Components: The pay mix is built on several parts:
  1. Base Salary: The fixed portion of pay. The Committee found that no adjustments to base salaries were necessary in Q1 of fiscal year 2025.
  2. Annual Cash Incentive Awards: Performance-based bonuses tied to achieving certain pre-determined Adjusted EBITDA goals (a non-GAAP financial measure).
  3. Long-Term Equity: Includes grants of Restrictive Stock Units (RSUs) and Options. These awards are critical because they vest over time (e.g., over one year), encouraging executives to remain with the company.
• Specific 2025 Data: The Summary Compensation Table shows the Total compensation for non-employee directors in fiscal year 2025, ranging from $225,000 (Ms. Nikolov) to $240,000 (Mr. Shaffer and Mr. Killion).

⚠️ Corporate Compliance and Risk Management 🚧

The company highlights its commitment to ethical governance and regulatory compliance. This section details internal safeguards to protect the company and its investors.

• Insider Trading Policy: A robust policy is in place for "covered persons" (officers, directors, employees). This policy strictly prohibits trading company stock while the person knows of "material, non-public information," unless the trading is done through pre-approved 10b5-1 plans.
• Risk Oversight: The Board's overall risk management strategy is overseen by the Board, but the practical monitoring is delegated to the Audit Committee. Day-to-day risk management is the responsibility of management, with internal audit serving as the primary testing function.
• Code of Conduct: The company utilizes a Code of Business Conduct and Ethics applicable to all officers and employees, which can be reviewed on their investor website.

📬 Voting Mechanics and Key Dates 🗓️

Understanding how and when you vote is crucial. The company provides specific instructions for both in-person and remote voting methods.

• Record Date: The record date for voting is April 13, 2026. Only stockholders who owned shares at the close of business on this date are entitled to vote.
• Meeting Logistics: The Annual Meeting is held at the City of Industry, CA on June 2, 2026.
• Voting Instructions: You can vote via the Internet at www.proxyvote.com, by phone (1-800-690-6903), or by proxy card.
• Critical Deadline: Proxies must be received by 11:59 p.m., Eastern Daylight Time, on Monday, June 1, 2026.

☎️ Investor Relations & Contact Information 📞

If you have questions, the company provided clear channels for communication.

• For Board Inquiries: Regular mail can be sent to Torrid Holdings Inc., 18501 East San Jose Avenue, City of Industry, California 91748, Attention: Board of Directors c/o EVP, Chief Human Resources Officer, Chief Legal Officer and Corporate Secretary.
• General Inquiries: The phone number is (626) 667-1002.
• Proxy Materials: All documents and voting information are available online at www.proxyvote.com.

🧠 The Analogy 🎪

Think of attending this Annual Meeting like being a student council member at a school that has been running for years. The Proxy Statement is the syllabus for the year. You aren't voting on new classes, but you are voting on who gets to lead the council (electing directors), how the current leaders get paid (executive compensation), and who is responsible for checking the school's books (auditor ratification). You are confirming the rules of governance that keep the institution running smoothly.

🧩 Final Takeaway 💡

This filing is primarily a corporate governance checklist, requiring stockholders to vote on leadership continuity, audit oversight, and executive pay. For investors, the key signals are the confirmation of established board roles and the review of executive pay models that link compensation to long-term stock performance.