The following table provides summary information about our Class I director nominees. The Class I directors will be elected to each serve a three-year term that will expire at the Company’s ~~2020~~2023 annual meeting of stockholders.

This proxy statement, including the “Letter to our Stockholders from the Board of Directors,” contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that does not directly relate to any historical or current fact and are based on current expectations and assumptions, which may not prove to be accurate. Forward-looking statements are not guarantees and are subject to risks, uncertainties, changes in circumstances that are difficult to predict, and significant contingencies, many of which are beyond the Company’s control. Many factors could cause actual results to differ materially and adversely from these forward-looking statements, including those set forth in Item 1A of the ~~Company’s~~Company’ s Annual Report on Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events, or otherwise, except as required by law.

EXPRESS ~~EXPRESS~~Notice of ~~2017~~2020 Annual Meeting of Stockholders		5

~~Frequently Asked Questions~~
~~about~~
~~Voting and the Annual Meeting~~

~~Who is entitled to vote at the meeting?~~

Only stockholders of record at the close of business on April 10, 2017, the record date for the Annual Meeting (the “Record Date”), are entitled to receive notice of and to participate in the Annual Meeting. If you were a stockholder of record on that date, you will be entitled to vote all of the shares that you held on that date at the Annual Meeting or at any adjournments or postponements of the meeting.

A list of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and will also be available for ten business days prior to the Annual Meeting between the hours of 9:00 a.m. and 4:00 p.m., Eastern Daylight Time, at the Office of the Corporate Secretary located at 1 Express Drive, Columbus, OH 43230. A stockholder may examine the list for any germane purpose related to the Annual Meeting.

~~What are the voting rights of the holders of Express, Inc. common stock?~~

Holders of Express, Inc. common stock are entitled to one vote for each share held of record as of the Record Date on all matters submitted to a vote of the stockholders, including the election of directors. Stockholders do not have cumulative voting rights.

~~How do I vote?~~

~~Beneficial Stockholders~~. If you hold your shares through a broker, bank, or other nominee, you are a beneficial stockholder. In order to vote your shares, please refer to the materials forwarded to you by your broker, bank, or other nominee, as applicable, for instructions on how to vote the shares you hold as a beneficial stockholder.

~~Registered Stockholders~~. If you hold your shares in your own name, you are a registered stockholder and may vote by proxy before the Annual Meeting via the Internet at www.proxyvote.com, by calling (800) 690-6903, or if you received paper copies of the proxy materials and proxy card in the mail, by signing and returning the enclosed proxy card. Proxies submitted via the Internet, by telephone, or by mail must be received by 11:59 p.m., Eastern Daylight Time, on June 6, 2017. You may also vote at the Annual Meeting by delivering your completed proxy card in person. If you vote by telephone or via the Internet you do not need to return your proxy card.

~~Why did I receive a Notice in the mail regarding the Internet Availability of Proxy Materials instead of a full set of proxy materials?~~

Under rules adopted by the SEC, we are making this proxy statement available to our stockholders primarily via the Internet (“Notice and Access”). On or about April 28, 2017, we will mail the Notice regarding the Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to stockholders at the close of business on the Record Date, other than those stockholders who previously requested electronic or paper delivery of communications from us. The Notice of Internet Availability contains instructions on how to access an electronic copy of our proxy materials, including this proxy statement and our Annual Report, and also contains instructions on how to request a paper copy of the proxy materials.

~~Can I vote my shares by filling out and returning the Notice of Internet Availability?~~

No. The Notice of Internet Availability only identifies the items to be voted on at the Annual Meeting. You cannot vote by marking the Notice of Internet Availability and returning it. The Notice of Internet Availability provides instructions on how to cast your vote. For additional information, please see the section above titled “How do I vote?”

6		~~www.express.com~~

~~Table of Contents~~

~~Frequently Asked Questions about Voting and the Annual Meeting~~

~~What are “broker non-votes” and why is it so important that I submit my voting instructions for shares I hold as a beneficial stockholder?~~

If a broker or other financial institution holds your shares in its name and you do not provide voting instructions to it, New York Stock Exchange (“NYSE”) rules allow that firm to vote your shares only on routine matters. Proposal No. 3, the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2017, is the only routine matter for consideration at the Annual Meeting. For all matters other than Proposal No. 3, you must submit voting instructions to the firm that holds your shares if you want your vote to count on such matters. When a firm votes a client’s shares on some but not all of the proposals, the missing votes are referred to as “broker non-votes.”

~~What constitutes a quorum and how will votes be counted?~~

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the outstanding shares of common stock entitled to vote will constitute a quorum for purposes of the Annual Meeting. A quorum is required in order for the Company to conduct its business at the Annual Meeting. As of the Record Date, 78,455,141 shares of common stock were outstanding.

Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the Annual Meeting for purposes of establishing a quorum.

~~What vote is required to approve each proposal?~~

~~Proposal~~	~~Vote Required~~	~~Board Voting Recommendation~~
~~Election of Class I directors (Proposal No. 1)~~	~~Majority of the votes cast FOR the director nominee~~	~~FOR~~~~the nominee~~
~~Advisory vote to approve executive compensation (say-on-pay) (Proposal No. 2)~~	~~The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting~~	~~FOR~~ ~~the executive compensation of our named executive officers~~
~~Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2017 (Proposal No. 3)~~	~~The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting~~	~~FOR~~ ~~the ratification ofPricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2017~~
~~Approval of the Code Section 162(m) performance goals and various annual grant limitations under the Express, Inc. 2010 Incentive Compensation Plan (Proposal No. 4)~~	~~The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting~~	~~FOR~~ ~~the approval of the Code Section 162(m) performance goals and various annual grant limitations under the Express, Inc. 2010 Incentive Compensation Plan~~7

Unless you give other instructions when you vote, the persons named as proxies, David Kornberg and Lacey Bundy, will vote in accordance with the Board’s recommendations. We do not expect any other business to properly come before the Annual Meeting; however, if any other business should properly come before the Annual Meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own discretion.

~~What happens if a director nominee does not receive a majority of the votes cast for his or her re-election?~~

Pursuant to the Company’s Corporate Governance Guidelines, the Board expects any director nominee who fails to receive a greater number of votes cast “for” than votes cast “against” his or her re-election to tender his or her resignation for consideration by the Compensation and Governance Committee. The Compensation and Governance Committee will act on an expedited basis to determine whether to accept the director’s resignation and will submit such recommendation for prompt consideration by the Board. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding the resignation. The Compensation and Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept the director’s resignation.

~~Beneficial Stockholders~~~~. Beneficial stockholders should contact their broker, bank, or other nominee for instructions on how to change their vote or revoke their proxy.~~

~~Registered Stockholders~~~~. Registered stockholders may change their vote or revoke a properly executed proxy at any time before its exercise by:~~

Subject to space availability, all stockholders as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting. Since seating is limited, admission to the Annual Meeting will be on a first-come, first-served basis. Registration will begin at 8:00 a.m., Eastern Daylight Time. If you attend, please note that you may be asked to present valid photo identification, such as a driver’s license or passport, and will need to check in at the registration desk prior to entering the Annual Meeting. Please also note that if you are a beneficial stockholder (that is, you hold your shares through a broker, bank, or other nominee), you will need to show proof of your stock ownership as of the Record Date, such as a copy of a brokerage statement, to present at the registration desk in order to gain admission to the Annual Meeting. Cameras, cell phones, recording devices, and other electronic devices will not be permitted at the Annual Meeting other than those operated by the Company or its designees. All bags, briefcases, and packages will be subject to search.

The Board and its Compensation and Governance Committee are committed to ensuring that the Board possesses the right diversity of backgrounds, skills, experience, and perspectives to constitute an effective Board. The Board currently consists of eight members and is divided into three classes of directors, with ~~two~~three Class I directors, ~~three~~two Class II directors, and three Class III directors. The current term of our Class I directors expires at the Annual Meeting, while the terms for Class II and Class III directors will expire at our ~~2018~~2021 and ~~2019~~2022 annual meetings of stockholders, respectively. Mr. Killion, a Class III director, will resign from the Board following the Annual Meeting. Effective upon Mr. Killion’s resignation, the size of the Board will be reduced to seven members, with two Class I directors, three Class II directors, and two Class III directors.

Mr. Archbold, Mr. Baxter, and Mr. Swinburn currently serve as Class I ~~directors~~directors. Mr. Archbold and Mr. Swinburn are ~~independent.~~each independent and Mr. Baxter serves as our Chief Executive Officer. Upon the recommendation of the Compensation and Governance Committee, the Board has nominated Mr. Archbold, Mr. Baxter, and Mr. Swinburn for re-election as Class I directors, to each serve three-year terms expiring at the ~~2020~~2023 annual meeting of stockholders. Mr. Archbold and Mr. Swinburn have each served as a director since 2012 and ~~were each elected~~Mr. Baxter joined the Board in June 2019 in connection with his appointment to ~~serve a three-year term at our 2014 annual meeting~~Chief Executive Officer of ~~stockholders.~~the Company.

Mr. Archbold, Mr. Baxter and Mr. Swinburn have consented to serve if elected. If re-elected, each of Mr. Archbold, Mr. Baxter, and Mr. Swinburn will hold office until his respective successor has been duly elected and qualified or until his earlier resignation or removal. If Mr. Archbold, Mr. Baxter, or Mr. Swinburn becomes unavailable to serve as a director, the Board may either designate a substitute nominee or reduce the number of directors. If the Board designates a substitute nominee, the persons named as proxies will vote for the substitute nominee designated by the Board.

Information with respect to our Class I director nominees and our continuing Class II and Class III directors, including their recent employment or principal occupation, a summary of select qualifications, skills, and experience that led to the conclusion that they are qualified to serve as directors, the names of other public companies for which they currently serve as a director or have served as a director within the past five years, their period of service on the Board, and their ages as of ~~the Record Date,~~April 20, 2020 (the “Record Date”) are provided in this section. The Board believes that our continuing directors, together with our director nominees, possess a complementary and diverse set of qualifications, skills, and experience to allow the Board to function at a ~~high-level~~high level and fulfill its responsibilities to our stockholders. Please refer to “Corporate ~~Governance —~~ Governance—Board Composition” on page 1514 for other information about our Board, including a description of the qualifications, skills, and experience that the Board believes are important in order to effectively oversee the ~~Company’s~~Company as it carries out its growth strategy and commitment to ~~achieve sustainable,~~ long-term value creation.

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~ 8		9
		www.express.com

Nominees ~~For~~for Class I Directors for Election at the ~~2017~~2020 Annual Meeting

EXPRESS Notice of 2020 Annual Meeting of Stockholders

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR~~ ~~EACH OF THE CLASS I NOMINEES TO BE ELECTED AS DIRECTORS.~~10

www.express.com

10		~~www.express.com~~

~~Table~~Election of ~~Contents~~Class I Directors (Proposal No. 1)

~~Election of Class I Directors (Proposal No. 1)~~

Class II Directors ~~With~~with Terms Continuing Until the ~~2018~~2021 Annual Meeting

MICHAEL F. DEVINE

~~MICHAEL F. DEVINE~~
		Director Since:May 2010 Age: ~~Age:~~61 58 ~~Chair~~ Audit Committee Member (Chair of the Audit Committee May 2010 - March 2019)
		Select Qualifications, Skills, and Experience: ●•Accounting, finance, and capital structure ●•Risk management ●•~~Retail merchandising~~ ●Corporate governance and public company board practices ●•Investor relations ●•Executive leadership of complex organizations • Retail merchandising
Business Experience Mr. Devine was appointed Senior Vice President and Chief Financial Officer of Coach in December 2001 and Executive Vice President in August 2007, a role he held until he retired in August 2011. Prior to joining Coach, Mr. Devine served as Chief Financial Officer and Vice President—Finance of Mothers Work, Inc. (now known as Destination Maternity Corporation) from February 2000 until November 2001. From 1997 to 2000, Mr. Devine was Chief Financial Officer of Strategic Distribution, Inc. Mr. Devine was Chief Financial Officer at Industrial System Associates, Inc. from 1995 to 1997, and for the six years prior to that, he was the Director of Finance and Distribution for McMaster-Carr Supply Co. Mr. Devine previously served as a director of Nutrisystems, Inc. He currently serves as ~~a director~~Chairman of the Board of Deckers, Inc. and ~~Five Below, Inc. He also serves~~ as a director of ~~The Talbots~~Five Below, Inc. ~~and Sur La Table, both of which are privately held companies.~~

MYLLE MANGUM

~~DAVID KORNBERG~~
		~~Director Since:~~ ~~January 2015~~ ~~Age:~~ 49 ~~President and CEO~~
		~~Select Qualifications, Skills, and Experience:~~ ●~~Retail merchandising and operations~~ ●~~Apparel merchandising and design~~ ●~~Business development and strategic planning~~ ●~~E-commerce and omni-channel retailing~~ ●~~Consumer brand marketing and advertising~~ ●~~Experience with target customers~~ ●~~Supply chain~~
~~Business Experience~~ Mr. Kornberg has served as our President and CEO since January 30, 2015. He has also served as a member of the Board since becoming CEO. Mr. Kornberg first joined Express in 1999 and has held various roles of increasing responsibility, including as President since October 2012, Executive Vice President of Men’s Merchandising and Design from December 2007 to October 2012, and General Merchandise Manager of the Express Men’s business prior to that. From 2002 to 2003, Mr. Kornberg was Vice President of Business Development for Disney Stores. Mr. Kornberg spent the first ten years of his career with Marks & Spencer PLC in the United Kingdom.

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~		11

~~Table of Contents~~

~~Election of Class I Directors (Proposal No. 1)~~

~~MYLLE MANGUM~~
		Director Since:August 2010 Age: ~~Age:~~71 68 Chairman of the Board; Compensation and Governance Committee Member; Audit Committee Member
		Select Qualifications, Skills, and Experience: ●•Business development and strategic planning ●•Corporate governance and public company board practices ●•Executive leadership of complex organizations ●•Leadership development and succession planning ●•International and franchise operations ●•Accounting, finance, and capital structure ●•Executive compensation
Business Experience Ms. Mangum is the Chief Executive Officer of IBT ~~Enterprises,~~Holdings, LLC, ~~(formerly International Banking Technologies),~~ a position she has held since October ~~2003, and is also Chairman and CEO of IBT Holdings, a position she has held since July 2007.~~2003. Prior to that, Ms. Mangum served as Chief Executive Officer of True Marketing Services, LLC since July 2002. She served as Chief Executive Officer of MMS Incentives, Inc. from 1999 to 2002. From 1997 tountil 1999, she served as President-Global Payment Systems and Senior Vice President-Expense Management and Strategic Planning for Carlson Wagonlit Travel, Inc. From 1992 tountil 1997 she served as Executive Vice President-Strategic Management for Holiday Inn Worldwide. Ms. Mangum was previously employed with BellSouth Corporation as Director-Corporate Planning and Development from 1986 to 1992 and President of BellSouth International from 1985 to 1986. Prior to that, she was with the General Electric Company. Ms. Mangum previously served as a director of Emageon, Inc., Scientific-Atlanta, Inc., ~~Respironics, Inc.,~~ and ~~Collective Brands,~~Respironics, Inc. Ms. Mangum currently serves as a director of PRGX Global, Inc., Barnes Group Inc., and Haverty Furniture Companies, Inc.

EXPRESS 12Notice of 2020 Annual Meeting of Stockholders		~~www.express.com~~	11

~~Table~~Election of ~~Contents~~Class I Directors (Proposal No. 1)

~~Election of Class I Directors (Proposal No. 1)~~

Class III Directors ~~With~~with Terms Continuing Until the ~~2019~~2022 Annual Meeting

TERRY DAVENPORT

~~TERRY DAVENPORT~~
		Director Since:November 2016 Age: ~~Age:~~62 59 Compensation and Governance Committee Member ~~(Effective March 2017)~~
		Select Qualifications, Skills, and Experience: ●•Consumer brand marketing and advertising ●•E-commerce and omni-channel retailing ●•Retail merchandising and operations ●•Business development and strategic planning ●•International operations ●•Corporate responsibility ●•Experience with target customers
Business Experience Mr. Davenport ~~is currently~~served as Global Brand Advisor for Starbucks Coffee ~~Company. Throughout his career,~~Company from February 2014 until he retired in October 2017. Mr. Davenport ~~has held various senior leadership roles in the areas of brand building, marketing, advertising and retail design for leading consumer brands. Mr. Davenport has~~ spent the last ten years of his career at Starbucks Coffee ~~Company, where he has served~~Company. Prior to serving as Global Brand Advisor, ~~since February 2014. His prior~~his roles at Starbucks ~~include: SVP~~included: Senior Vice President of Global Creative Studios, ~~SVP~~Senior Vice President of Marketing and Category for Europe, Middle East, and Africa (EMEA), and ~~SVP~~Senior Vice President of Marketing for the U.S. He originally joined Starbucks as VPVice President of Brand Strategy and Consumer Insights in October 2006. Prior to joining Starbucks, Mr. Davenport held senior brand leadership roles with YUM! Brands, PepsiCo., and Omnicom Agencies. Mr. Davenport is currently a strategic advisor and consultant for various enterprises on consumer, strategy, and brand related matters.

KAREN LEEVER

~~THEO KILLION~~
		Director Since:August 2016 Age: ~~April 2012~~ 56~~Age:~~ 65 Compensation and Governance Committee Member
		Select Qualifications, Skills, and Experience: ●•~~Human resources~~ E-commerce and ~~organizational design~~omni-channel retailing ●• Technology development and management experience • Data analytics • Business development and strategic planning • Retail merchandising and operations • Experience with target customers •Leadership development and succession planning ●~~Retail merchandising and operations~~ ●~~Business development and strategic planning~~ ●~~Executive leadership of complex organizations~~ ●~~Consumer brand marketing and advertising~~ ●~~Executive compensation~~
~~Business Experience~~ Mr. Killion served as Vice Chairman of Herbert Mines Associates from May 2015 until March 2016. Prior to that, Mr. Killion served as Chief Executive Officer of Zale Corporation from September 2010 to July 2014. He also served as a director of Zale Corporation from September 2010 until July 2014. Prior to that, Mr. Killion served in a variety of other positions with Zale Corporation, including President from August 2008 to September 2010, Interim Chief Executive Officer from January 2010 to September 2010 and Executive Vice President of Human Resources, Legal and Corporate Strategy from January 2008 to August 2008. From May 2006 to January 2008, Mr. Killion was employed with the executive recruiting firm Berglass+Associates, focusing on companies in the retail, consumer goods, and fashion industries. From April 2004 through April 2006, Mr. Killion served as Executive Vice President of Human Resources at Tommy Hilfiger. From 1996 to 2004, Mr. Killion served in various management positions with Limited Brands (now known as L Brands). Mr. Killion currently serves as a director of Libbey Inc.

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~		13

~~Table of Contents~~

~~Election of Class I Directors (Proposal No. 1)~~

~~KAREN LEEVER~~
		~~Director Since:~~ ~~August 2016~~ ~~Age:~~ 53 ~~Compensation and Governance Committee Member (Effective March 2017)~~
	~~Select Qualifications, Skills, and Experience:~~ ●~~E-commerce and omni-channel retailing~~ ●~~Technology development and management experience~~ ●~~Data analytics~~ ●~~Business development and strategic planning~~ ●~~Retail merchandising and operations~~ ●~~Experience with target customers~~
Business Experience Ms. Leever is President, U.S. Digital Products and Marketing, for Discovery Communications, a role she has had since July 2018. Ms. Leever joined Discovery Communications in October 2015 where she first served as Executive Vice President and General Manager, Digital Media, of Discovery Communications, a role she has held since October 2015. Throughout her career, Ms. Leever has held a variety of leadership positions across digital media, marketing, product development, direct sales, and operations in media and retail.Media. Prior to joining Discovery Communications, she spent ten years with DIRECTV, and held several roles ~~including,~~including: Senior Vice President of Digital and Direct Sales from 2013 tountil 2015, Senior Vice President of Digital Marketing and Media in 2012, and Senior Vice President of directv.com and Customer Communications in 2011. Additionally, Ms. Leever served as Vice President, Marketing at Kmart Corporation during 2005 and as Divisional Vice President, ~~eCommerce~~E-commerce from 2004 until 2005. Earlier in her career, she spent more than a decade in electronic television retailing at HSN and QVC, overseeing website design, messaging, pricing, and programming strategies.

www.express.com

Election of Class I Directors (Proposal No. 1)

WINNIE PARK

Director Since: June 2018

Age: 49

Compensation and Governance Committee Member

Select Qualifications, Skills, and Experience:

• Retail merchandising and operations

• Apparel merchandising and design

• Business development and strategic planning

• E-commerce and omni-channel retailing

• Consumer brand marketing and advertising

• Experience with Target Customers

• Supply Chain

• Corporate Responsibility

Business Experience

Ms. Park is Chief Executive Officer of Paper Source, a role she has held since September 2015. Prior to joining Paper Source, Ms. Park held the titles of Executive Vice President, Global Marketing and E-commerce and Global VP, GMM, Merchandising during her 9-year tenure at Hong Kong-based luxury retailer, DFS, a division of LVMH, beginning in 2006. Prior to her roles at DFS, Ms. Park served as Senior Director, Women’s Merchandising and Director, Strategy for Dockers for Levi Strauss & Co. from 2003 to 2006. Earlier in her career, Ms. Park worked at McKinsey and Company, focusing on e-commerce, apparel and retail. Ms. Park started her career in the non-profit industry with Princeton Project 55.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE CLASS I NOMINEES TO BE ELECTED

AS DIRECTORS.

EXPRESS Notice of 2020 Annual Meeting of Stockholders

~~Table of Contents~~

Corporate ~~Governance~~Governance

Board Responsibilities

The Board is responsible for overseeing the affairs of the Company in order to generate sustainable long-term value for our stockholders and does so through oversight of the Company’s (1) strategy and performance, (2) management, including succession planning, (3) risk management program, (4) compliance and corporate responsibility programs, and (5) other corporate governance practices, including stockholder engagement.

Board Oversight

Strategy and

Performance

Management,

including Succession

Planning

Risk Management

Compliance and

Corporate

Responsibility

Other Corporate

Governance

Practices, including

Stockholder

Engagement

The Board believes that effective oversight is best achieved through (1) having the right combination of people on the Board, (2) an effective Board leadership and committee structure, and (3) effective Board practices. The Board continually reassesses the composition of the Board, the Board’s leadership and structure, and its governance practices and believes that the continuing directors, along with the director nominees, together have a complementary and diverse set of skills, backgrounds, experiences, and ~~experiences~~perspectives to constitute an effective ~~Board~~Board; and furthermore, that the Board’s leadership and committee structure as well as its governance practices are effective. See “Board Composition” below and “Election of Class I Directors (Proposal No. 1)” on page 98 for more information about the composition of the Board; see “Board Leadership and Structure” on page 1817 for more information about the Board’s leadership structure and its committees; and see “Board Practices” on page 2221 for more information about the Board’s governance practices.

~~Board Composition~~

~~Board Leadership & Structure~~

~~Board Practices~~

~~Effective~~
~~Oversight~~

Board Composition

The Board and its Compensation and Governance Committee (in this “Corporate Governance” section, the “Committee”) are committed to ensuring that the Board possesses the right diversity of backgrounds, skills, experience, and perspectives to constitute an effective Board. The ~~Compensation and Governance~~ Committee is responsible for developing the criteria for, and reviewing periodically with the Board, the skills and characteristics of nominees, as well as the composition of the Board as a whole. These criteria include independence, diversity, age, skills, tenure, and experience in the context of the needs of the Board. The ~~Compensation and Governance~~ Committee also considers a number of other factors, including the ability to represent all stockholders without a conflict of interest; the ability to work in and promote a productive environment; sufficient time and willingness to fulfill the substantial duties and responsibilities of a director; a high level of character and integrity; broad professional and leadership experience and skills necessary to effectively respond to complex issues encountered by a publicly-traded company; and the ability to apply sound and independent business judgment.

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~ 14		15

~~Table of Contents~~

~~Corporate Governance~~www.express.com

~~BOARD COMPETENCIES AND EXPERIENCE~~

Corporate Governance

BOARD COMPETENCIES AND EXPERIENCE

The Board believes that it has the right mix of qualifications, skills, experience, and ~~experience~~perspectives that allow it to fulfill its responsibilities, including overseeing management’s execution of the Company’s corporate strategy, which is designed to create long-term stockholder value. The information below shows how the Board’s collective qualifications, skills, and experience relate to the Company’s corporate strategy. For biographical information regarding each of our directors and their individual qualifications, skills, and experience see, “Election of Class I Directors (Proposal No. 1)” beginning on page 9.8.

Long-Term Strategy for Value Creation		Strategic Competencies and Experience	Corporate Governance Competencies and Experience
~~Improving Profitability Through a Balanced Approach to Growth~~ ●~~Increase Productivity of our Existing Stores~~ ●~~Optimize our Retail Store Footprint and Open New Outlet Stores~~ ●~~Grow our E-commerce Business~~ ●~~Significant Cost Savings Initiatives Across our Business~~		~~Increasing Brand Awareness and Elevating our Customer Experience~~	~~Transforming and Leveraging Information Technology Systems~~		~~Investing in the Growth and Development of our People~~

~~Strategic Competencies and Experience~~
●•Retail merchandising & operations ●•Apparel merchandising & design ●•E-commerce and omni-channel retailing ●•Business development & strategic planning ●•Supply chain ●•International and franchise operations		●•~~Consumer brand marketing/advertising~~ ●~~Experience with target customers~~		●Technology development and management experience ●•Data analytics		●•~~Human resources & organizational design~~ ●Leadership development

~~Corporate Governance Competencies and Experience~~
~~Corporate Governance Competencies and Experience~~	●•Accounting, finance, and capital structure ●•Investor relations ●•Executive compensation ●•Mergers and acquisitions ●•Executive leadership of complex organizations		●•Corporate responsibility ●•Corporate governance and public company board practices ●•Risk management ●•Succession planning

In 2016, the Board strengthened its collective competencies and experience with the appointments of Mr. Davenport and Ms. Leever to the Board. Mr. Davenport has significant experience in consumer brand marketing and advertising and Ms. Leever has significant experience in technology development and management, data analytics, and e-commerce. See “Election of Class I Directors (Proposal No. 1)” beginning on page 9 for additional information about Mr. Davenport and Ms. Leever, including the qualifications that led to their appointment to the Board.

16		~~www.express.com~~
ENGAGE Our Customers and Acquire New Ones

X-ECUTE With Precision to Accelerate Sales and Profitability

PRODUCT First

REINVIGORATE our Brand

~~Table of Contents~~

~~Corporate Governance~~ EXPRESS Notice of 2020 Annual Meeting of Stockholders

Corporate Governance

BOARD DEMOGRAPHICS ~~AND REFRESHMENT~~ AND REFRESHMENT

As previously noted, in addition to ensuring that the Board collectively has a diverse set of competencies, experience, and ~~experience,~~perspectives, the ~~Compensation and Governance~~ Committee and Board also consider independence as well as diversity, age, and tenure. The charts below show certain demographic information about our Board as of April ~~10, 2017.~~20, 2020.

~~Independence~~	~~Diversity~~	~~Tenure~~



~~All of our directors are independent except for Mr. Kornberg, our President & CEO~~	●~~One director, Mr. Killion, is African-American~~ ●~~Two directors, Mr. Kornberg and Mr. Swinburn, are originally from the United Kingdom and have significant international business experience~~	~~Average Tenure: 4 years~~ ~~Average Age: 59 years old~~

In order to assure the appropriate balance between members with new and different perspectives and those with a deep understanding of the Company built up over many years, the ~~Compensation and Governance~~ Committee reviews a director’s continuation on the Board each time such director’s term of office expires. ~~This allows each director~~Therefore, in order to provide the ~~opportunity to conveniently confirm his or her desire to continue as a member of~~Board with greater flexibility in managing Board continuity, knowledge, and skill base, the ~~Board. In addition,~~Board during 2019 amended the ~~Company’s~~ Corporate Governance Guidelines ~~provide that a director will not be nominated~~to remove the mandatory retirement age for ~~re-election if he or she is 72 years of age or older at the time of nomination.~~directors. The Board believes that together these practices are effective at ensuring an appropriate balance between experience and a fresh perspective on the Board.

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~ 16		17

~~Table of Contents~~

~~Corporate Governance~~www.express.com

~~IDENTIFYING AND EVALUATING DIRECTOR CANDIDATES~~

Corporate Governance

IDENTIFYING AND EVALUATING DIRECTOR CANDIDATES

The ~~Compensation and Governance~~ Committee is responsible for identifying, recruiting, and recommending candidates for the Board and is responsible for reviewing and evaluating any candidates recommended by stockholders.

The following shows our ~~new director~~ nomination ~~process.~~process for candidates to our Board:

Conduct a Needs Assessment

The Committee determines the director skills, experience, and attributes needed for the Board to exercise effective oversight of the Company. The Committee assesses the skills, experience, and attributes of existing directors against desired director skills, experience, and attributes to identify any skills, experience, and attributes that would strengthen the collective skills and experience of the Board.

Develop a New Director Profile

The Committee develops a profile that sets forth the skills, experience, and attributes desired for the new director, which satisfies the needs identified in the needs assessment.

Identify New Director Candidates

The Committee may identify new director candidates through professional search firms, professional networks of sitting directors, and nominations suggested by stockholders.

Selection of New Director

The Committee makes a recommendation to the Board based on an initial round of interviews, reference checks, and a final round of interviews with all directors.

Due Diligence and Onboarding

Once due diligence is performed and the nominee is appointed to the Board, the Company provides a robust onboarding program which includes a full day of in-person meetings with senior leadership at the Company’s headquarters and participation in a multi-day new director education program for first-time directors.

The Compensation and Governance Committee followed the process described above in connection with the appointments of Mr. Davenport and Ms. Leever to the Board in 2016 and such process included the engagement of a third party search firm to identify and pre-qualify both Mr. Davenport and Ms. Leever.

~~The Compensation and Governance~~ Committee considers all director candidates, including candidates proposed by stockholders in accordance with our Bylaws, based on the same criteria. As noted above, the ~~Compensation and Governance~~ Committee may engage third party search firms to identify potential director nominees.

Board Leadership &and Structure

~~LEADERSHIP STRUCTURE~~

At LEADERSHIP STRUCTURE

Ms. Mangum has served as the Company’s independent Chairman since assuming the role at our 2016 Annual Meeting of ~~Stockholders, Ms. Mangum assumed the role of independent Chairman.~~Stockholders. The independent Chairman’s roles and responsibilities include: (1) establishing the Board agendas and schedules to confirm that appropriate topics are reviewed and sufficient time is allocated to each; (2) providing input to the CEO with respect to the information provided to the Board; (3) serving as a liaison between the independent directors and the CEO; (4) presiding at the executive sessions of independent directors; (5) facilitating communications and coordination of activities among the committees as appropriate; and (6) approving and coordinating the retention of advisors and consultants to the Board.

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~~Corporate Governance~~

Our Corporate Governance Guidelines provide that the roles of Chairman and CEO may be separated or combined. The Board exercises its discretion in combining or separating these positions as it deems appropriate. The Board believes that the combination or separation of these positions should be considered as part of the succession planning process. In the event that the Chairman is not independent, the Board believes that it is beneficial for the independent directors to appoint an independent Lead Director. Currently, the Board believes that having an independent Chairman best serves the Board in its oversight role.

EXPRESS ~~BOARD COMMITTEES~~Notice of 2020 Annual Meeting of Stockholders

Corporate Governance

BOARD COMMITTEES

The Board has two standing committees: an Audit Committee and a Compensation and Governance Committee. The composition and leadership of these committees are shown in the table below. In the future, the Board may establish other committees, as it deems appropriate, to assist it with its responsibilities. The committees report to the Board as they deem appropriate and as the Board may request. Each standing committee operates under a charter that has been approved by the Board and each is comprised solely of independent directors.

Board Member		Audit Committee		Compensation and Governance Committee
Michael Archbold⁽¹⁾	X		▲		—
Terry Davenport	—		—		X⁽¹⁾
Michael F. Devine⁽¹⁾	▲		X		—
~~Theo Killion~~ Karen Leever	—		—		X
~~David Kornberg~~ Mylle Mangum	—		— X		X
~~Karen Leever~~ Winnie Park⁽²⁾	—		—		X⁽¹⁾
~~Mylle Mangum~~	X		X
Peter Swinburn	—		—		▲

▲

Chair of the committee

(1)	Effective April 2019, Mr. Archbold was appointed to serve as Chair of the Audit Committee. Mr. Devine continues to serve as a member of the Audit Committee.

(2)	Effective ~~March 2017, Mr. Davenport and~~April 2019, Ms. ~~Leever were~~Park was appointed to serve on the Compensation and Governance Committee.

AUDIT COMMITTEE

Audit Committee Responsibilities

The Audit Committee is responsible for, among other matters:

●•appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm;

●•reviewing the independent registered public accounting firm’s independence from management;

●•reviewing with our independent registered public accounting firm the scope and results of their audit;

●•approving all audit and permissible non-audit services to be performed by the Company’s independent registered public accounting firm;

●•overseeing the financial reporting process and discussing with management and the Company’s independent registered public accounting firm the interim and annual financial statements, including related disclosures, that the Company files with the SEC, as well as earnings releases, earnings guidance, and non-GAAP measures;

●•reviewing and monitoring the Company’s accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements;

●•establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls, or auditing matters;

●•reviewing and approving known related person transactions;

●•reviewing internal audit activities and reports; and

●•assisting the Board in its oversight of the Company’s risk management program, including regularly reviewing the Company’s risk portfolio, management’s process for identifying risks, and the steps management has taken to monitor and control such risks.

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~~Table of Contents~~

~~Corporate Governance~~

The Audit Committee also prepares the Audit Committee Report that SEC rules require to be included in our annual proxy statement. This report is on page 6165 of this proxy statement.

www.express.com

Corporate Governance

Audit Committee Meetings

The Audit Committee met eight times in ~~2016.~~2019. The Audit Committee generally has eight regularly scheduled meetings per year and has an opportunity at each meeting to speak with the lead audit partner from the Company’s independent registered public accounting firm as well as the Company’s director of internal audit without any other members of management present. In addition, the Audit Committee Chair has regularly scheduled teleconferences with each of the Company’s Chief Financial Officer and the lead audit partner from the Company’s independent registered public accounting firm.

Audit Committee Practices

At the end of each quarter, the Audit Committee reviews and discusses with management and the Company’s independent registered public accounting firm the Company’s financial results, press releases concerning the Company’s financial performance and earnings estimates, any significant control deficiencies identified and steps management has taken or plans to take to remediate the deficiencies, significant estimates and proposed adjustments to the financial statements, reports to the Company’s ethics hotline, internal audit activities and reports, risk management activities, and the results of the independent registered public accounting firm’s review or audit of the Company’s financial statements, among other things.

Each year the Audit Committee evaluates the performance of the Company’s independent registered public accounting firm and considers whether it is in the best interests of the Company and its stockholders to engage the firm for another year. As part of its evaluation, the Audit Committee considers the qualifications of the persons who will be staffed on the Company’s engagement, including the lead audit partner, quality of work, firm reputation, independence, fees, retail experience, and understanding of the Company’s financial reporting processes, policies, and procedures. The Audit Committee solicits feedback from management as part of its evaluation process.

Audit Committee Independence and Expertise

The Board has affirmatively determined that (1) each of our Audit Committee members meets the definition of “independent director” for purposes of serving on the Audit Committee under both Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the NYSE listing rules, and (2) each qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Audit Committee Charter

The Audit Committee Charter may be viewed on the “Corporate Governance” page in the ~~investor relations~~Investor Relations section of our website at www.express.com/investor. We will also provide a copy of the charter in print without charge upon written request delivered via email to ~~the Office of the Corporate Secretary at~~IR@express.com or by mail to Express, Inc. 1 Express Drive, Columbus, OH ~~43230.~~43230, Attention: Investor Relations.

EXPRESS 20Notice of 2020 Annual Meeting of Stockholders		~~www.express.com~~

~~Table of Contents~~

~~Corporate Governance~~ 19

Corporate Governance

COMPENSATION AND GOVERNANCE COMMITTEE

Compensation and Governance Committee Responsibilities

The Compensation and Governance Committee is responsible for, among other matters:

●• overseeing the overall performance evaluation process for the CEO;

•reviewing and approving key employee compensation goals, policies, plans, and programs;

●•reviewing and approving corporate goals and objectives relevant to CEO compensation and evaluating the CEO’s performance in light of these goals and objectives;

●•reviewing and approving, in consultation with or with the approval of the independent directors of the Board, compensation arrangements for the CEO;

●•~~overseeing the overall performance evaluation process for the CEO;~~

●reviewing the performance of and approving compensation arrangements for executive officers other than the CEO;

●•reviewing and approving employment agreements and other similar arrangements between the Company and its executive officers;

●•reviewing and recommending to the Board, in consultation with the ~~Compensation and Governance~~ Committee’s independent compensation consultant, compensation arrangements for the independent directors;

●•overseeing management’s administration of Company benefit plans and policies, including incentive compensation plans;

●•reviewing the Company’s compensation program to ensure it is appropriate and does not incentivize unnecessary and excessive risk taking;

●•identifying individuals qualified to become members of the Board, consistent with criteria approved by the Board;

●•reviewing stockholder proposals and making recommendations to the Board regarding proposals;

●•overseeing the annual self-evaluation process for the Board and its committees;

●•overseeing the organization of the Board to discharge the Board’s duties and responsibilities properly and efficiently; and

●•developing and recommending to the Board a set of corporate governance guidelines and principles applicable to the Company.

The Compensation and Governance Committee also prepares the Compensation and Governance Committee Report that SEC rules require to be included in our annual proxy statement. This report is on page 4648 of this proxy statement.

Compensation and Governance Committee Independence

The Board has affirmatively determined that each of our Compensation and Governance Committee members meets the definition of “independent director” for purposes of serving on the Compensation and Governance Committee under both Rule 10C-1 of the Exchange Act and the NYSE listing rules.

Compensation and Governance Committee Meetings

The Compensation and Governance Committee met ~~six~~nine times in ~~2016.~~2019. The Compensation and Governance Committee generally has six regularly scheduled meetings per year and has an opportunity at each meeting to speak with the Compensation and Governance Committee’s independent compensation consultant.

Compensation and Governance Committee Practices

See “Executive Compensation—Compensation Discussion & Analysis—Executive Compensation Practices” on page 4245 for additional information about the Compensation and Governance Committee’s practices.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation and Governance Committee has been an officer or employee of the Company. No interlocking relationships exist between the members of the Board or Compensation and Governance Committee and the board of directors or compensation committee of any other company.

www.express.com

Corporate Governance

Compensation and Governance Committee Charter

The Compensation and Governance Committee Charter may be viewed on the “Corporate Governance” page in the ~~investor relations~~Investor Relations section of our website at www.express.com/investor. We will also provide a copy of the charter in print without charge upon written request delivered via email to ~~the Office of the Corporate Secretary at~~IR@express.com or by mail to Express, Inc. 1 Express Drive, Columbus, OH ~~43230.~~43230, Attention: Investor Relations.

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~		21

~~Table of Contents~~

~~Corporate Governance~~

Board Practices

~~STRATEGY OVERSIGHT~~

STRATEGY OVERSIGHT

The Board has deep experience in the area of strategy and business development, with much of that experience gained in the retail sector. At least once per year, the Board and management engage in an in-depth discussion and align on the Company’s corporate strategy which is designed to create long-term stockholder value and serves as the foundation upon which goals are established and decisions are made. Short and medium term objectives are developed to support achievement of the long-term strategy and the Board monitors management’s progress against such objectives.

RISK OVERSIGHT

~~RISK OVERSIGHT~~

Full Board

The Board, with the assistance of the Audit Committee and the Compensation and Governance Committee, oversees our enterprise risk management (“ERM”) program. Our ERM program is designed to enable effective identification and management of critical enterprise risks and to facilitate the incorporation of risk considerations into decision making.

The Board is kept informed of the committees’ risk oversight and related activities primarily through reports of the committee chairs to the full Board. The Board also receives a comprehensive report from management on the ERM program at least annually. In addition, the Audit Committee escalates issues relating to risk oversight to the full Board as appropriate to ensure that the Board is appropriately informed of developments that could affect our risk profile or other aspects of our business. The Board also considers specific risk topics in connection with strategic planning and other matters.

The Audit Committee

The Audit Committee oversees management’s implementation of the ERM program, including regularly reviewing our enterprise risk portfolio, management’s process for identifying risks, and steps management has taken to monitor and control enterprise risks.

The Compensation and Governance Committee

The Compensation and Governance Committee is responsible for risk oversight as it relates to our compensation policies and practices and governance structure and processes.

Management

Management has day-to-day responsibility for the Company’s ERM program. As part of its responsibilities, management continuously identifies and monitors the Company’s enterprise risks, develops and reviews risk response plans, and takes steps to control risk where appropriate.

Management’s responsibilities are carried out by a cross-functional Risk Committee which includes our President and Chief Operating Officer, General Counsel, Chief Financial Officer, Chief Information Officer, SVP of Human Resources, ~~Chief Information Officer,~~ and Director of Internal Audit.

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~~Corporate Governance~~

~~MANAGEMENT OVERSIGHT AND SUCCESSION PLANNING~~

MANAGEMENT OVERSIGHT AND SUCCESSION PLANNING

As part of its management oversight responsibilities, the Board assesses whether the Company has the management talent needed to successfully pursue the Company’s strategy, monitors management’s execution of the Company’s strategy, and provides advice to management as a strategic partner. The Board believes that open communications between the Board and management play a key role in effective oversight. Accordingly, in addition to formal meetings, individual directors and members of management engage in frequent dialogue concerning the Company in between ~~meetings concerning the business.~~meetings.

EXPRESS Notice of 2020 Annual Meeting of Stockholders

Corporate Governance

The Board is responsible for succession planning for the CEO position and for monitoring and advising on management’s succession planning for other executive officers and key contributors. The Board reviews and discusses succession plans for the CEO position and the Company’s other executive officers and key contributors at least once annually, usually as part of the annual talent review of the executive leadership and key contributors in the Company. As part of the annual talent review process, the CEO shares his or her evaluation of the executive leadership in the business and makes recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals. Directors become familiar with potential successors for key management positions through various means, including annual talent reviews, presentations to the Board, and communications outside of meetings.

~~COMPLIANCE & CORPORATE RESPONSIBILITY~~

The Board followed its succession plan for the CEO position when it appointed Matthew Moellering, our then EVP and COO, to serve as Interim CEO and Interim President, until Mr. Baxter was appointed permanent CEO in June 2019.

COMPLIANCE OVERSIGHT

The Board is committed to ensuring that the Board and the management team together cultivate a high-performing, collaborative corporate culture that emphasizes the importance of acting according to high ethical standards and in compliance with legal requirements. The Board receives a compliance update each quarter from the Company’s General Counsel who has day-to-day oversight responsibilities for the Company’s compliance program. On an annual basis, the Board reviews with management the Company’s top compliance risks based on an updated risk assessment, steps management is taking to reduce compliance risk, and key compliance initiatives for the upcoming year.

CORPORATE AND SOCIAL RESPONSIBILITY

The Company’s reputation and commitment to corporate and social responsibility, including respect for human rights, the environment, our communities, and ~~Associates, play~~associates, plays an important role in our ability to create long-term stockholder value. While matters of corporate responsibility are integrated within various Board discussions, the Board also dedicates specific time during each year to review and discuss the Company’s corporate responsibility program, including plans and progress against key initiatives.

~~STOCKHOLDER ENGAGEMENT~~

As part of our commitment, we require that our product suppliers in our direct supply chain follow strict ethical labor standards contained in our Supplier Code of Conduct. In addition, our associates volunteer thousands of hours each year to support their local communities.

Our corporate and social responsibility highlights during 2019 include:

Introducing our new direct-to-consumer lifestyle brand UpWest whose brand purpose includes a philanthropic commitment to donate annually 1% of sales up to $1 million to charitable organizations including Freedom Dogs of America, Mental Health America, and Random Acts.

Participating in Pelotonia, which is a grassroots bike tour founded in Columbus, OH with one goal: end cancer. Approximately 50 of our home office associates rode in the bike tour, and as part of their participation, the Company raised approximately $173,000 to fund cancer research.

Partnering with GLAAD to launch our Love Unites collection of inclusive fashion pieces that honor unity and individuality. As part of the launch, we committed to a minimum $100,000 donation to GLAAD to accelerate acceptance for the LGBTQ+ community.

Sponsoring and donating apparel items to Dress for Success – an international not-for-profit organization that empowers women to achieve economic independence by providing a network of support, professional attire and the development tools to help women thrive in work and in life.

Partnering with the Mid-Ohio Foodbank and the Community Shelter Board to help those in need to meet their basic food and housing needs.

STOCKHOLDER ENGAGEMENT

Our stockholders’ views on corporate governance and executive compensation are important to us, and we value and utilize the feedback and insights that we receive. Each year, as part of our annual stockholder engagement cycle described below, we reach out to our largest stockholders who collectively hold over a majority of the shares of our outstanding common stock, which generally includes approximately our 20 largest stockholders. Our Chief Executive Officer, Chief Financial Officer, and Vice President of Investor Relations also routinely engage with stockholders throughout the year outside of our annual stockholder engagement program. Stockholders may request meetings with management or directors by sending a written request to the Office of the Corporate Secretary at 1 Express Drive, Columbus, OH 43230 or via email to ~~ir@express.com.~~IR@express.com.

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~~Table of Contents~~

~~Corporate Governance~~

~~STOCKHOLDER ENGAGEMENT CYCLE~~

~~Mr. Kornberg’s~~

Corporate Governance

STOCKHOLDER ENGAGEMENT CYCLE

The Board’s decision to approve a capital return program for our stockholders and the Company’s repurchase of approximately 16.4 million shares since late 2017 was based in part on feedback received from our stockholders. We also received feedback from several investors that helped to inform our current proposal for the approval of an amendment to the 2018 Plan to increase the number of shares available for grant. In addition, our new Chief Executive Officer’s ongoing compensation package closely followed the compensation package for our former Chief Executive Officer, which was originally designed based in part ~~based~~ on feedback received from stockholders on our executive compensation ~~program~~ in prior years. ~~In 2016, our stockholders did not raise any concerns regarding our 2016 executive compensation program and we received no requests to change anything about Mr. Kornberg’s pay package.~~

For more information regarding our ~~2016~~2019 stockholder engagement efforts, see “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Practices—Stockholder Engagement and Annual Advisory Vote on Executive Compensation” on page ~~44.~~46. For more information regarding our proposal for the approval of an amendment to the 2018 Plan to increase the number of shares available for grant, see “Approval of Amendment to the Amended and Restated Express, Inc. 2018 Incentive Compensation Plan to Increase the Number of Shares Available for Grant (Proposal No. 4)” on page 69.

~~COMMUNICATIONS WITH THE BOARD~~

COMMUNICATIONS WITH THE BOARD

Stockholders and other interested parties may contact an individual director, including the independent Chairman, the Board as a group, or a specified Board committee or group, including the independent directors as a group, at the following address: Office of the Corporate Secretary, Express, Inc., 1 Express Drive, Columbus, OH 43230 Attn: Board of Directors. Any correspondence should clearly indicate whether the correspondence is intended for an individual director, the Board as a group, or a specified committee or group of directors.

All such reports or correspondence will be forwarded to the appropriate director or group of directors as indicated on the correspondence unless the correspondence is of a trivial nature, irrelevant to the Board’s responsibilities, or already addressed by the Board. A report will be made to the Audit Committee of all communications to the Board, and all such correspondence is made available to all directors.

~~BOARD MEETINGS~~

BOARD MEETINGS

The Board held a total of ~~sixteen~~10 meetings, all held in person and by telephone, during ~~2016.~~2019. Each director attended at least 75% of Board meetings held during the year, as well as at least 75% of meetings of the committees on which he or she served during ~~2016.~~2019. Directors are expected to attend our annual meetings of stockholders. ~~All~~Six of our seven then-current directors attended our ~~2016~~2019 annual meeting of ~~stockholders, except Mr. Davenport and Ms. Leever who each joined the Board after the meeting was held.~~stockholders.

The independent directors are given an opportunity to meet in executive session at each Board meeting and do so routinely.

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~~Corporate Governance~~ 23

~~CORPORATE GOVERNANCE PRINCIPLES~~

Corporate Governance

CORPORATE GOVERNANCE PRINCIPLES

The Board has adopted policies and procedures to ensure effective governance of Express. Our Corporate ~~GovernanceGuidelines~~Governance Guidelines may be viewed on the “Corporate Governance” page in the ~~investor relations~~Investor Relations section of our website at www.express.com/investor. We will also provide the Corporate Governance Guidelines in print without charge upon ~~written~~ request by telephone at (888) 423-2421, via email to IR@express.com, or via mail delivered to ~~the Office of the Corporate Secretary at~~Express, Inc., 1 Express Drive, Columbus, OH ~~43230.~~43230, Attention: Investor Relations.

The Compensation and Governance Committee reviews our Corporate Governance Guidelines from time to time as necessary, but no less than annually, and may propose modifications to the principles and other key governance practices from time to time for adoption by the Board. The Board most recently updated our Corporate Governance Guidelines in June 2019.

~~DIRECTOR ELECTION STANDARDS~~

DIRECTOR ELECTION STANDARDS

Our Bylaws and Corporate Governance Guidelines provide for a majority voting standard in uncontested director elections. Therefore, in uncontested director elections, a director nominee must receive more votes cast for than against his or her election in order to be elected to the Board. The Board expects a director to tender his or her resignation if he or she fails to receive the required number of votes for election or re-election.

The Company has a classified Board, with each class of directors serving 3-year terms. Our certificate of incorporation provides that, subject to any rights applicable to any then-outstanding preferred stock, the Board shall consist of such number of directors as is determined from time to time by resolution adopted by a majority of the total number of authorized directors, whether or not there are any vacancies in previously authorized directorships. Subject to any rights applicable to any then-outstanding preferred stock, any vacancies resulting from an increase in the size of the Board or otherwise must be filled by the directors then in office unless otherwise required by law or by a resolution passed by the Board. The term of office for each director will be until his or her successor is elected at an annual meeting of stockholders or his or her death, resignation, or removal, whichever is earliest to occur. Any additional directorships resulting from an increase in the size of the Board 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.

~~BOARD EVALUATIONS~~

BOARD EVALUATIONS

The Board conducts a comprehensive annual self-evaluation to determine whether it and its committees are functioning effectively and to identify potential areas of improvement. The evaluation process includes written questionnaires and one-on-one interviews with each director. The Chairman shares a summary of the results with the full Board and action plans are created to address identified improvement opportunities.

~~OUTSIDE BOARD MEMBERSHIPS~~

OUTSIDE BOARD MEMBERSHIPS

Our Corporate Governance Guidelines provide that directors should not serve on more than four other public company boards. Directors are expected to advise the Chairman in advance of accepting an invitation to serve on another public company board or for-profit private company board and before accepting an assignment to any other public company’s audit or compensation committee. No director may serve as a director, officer, or employee of a competitor of ours.

~~CODE OF CONDUCT~~24

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Corporate Governance

CODE OF CONDUCT

Our Code of Conduct serves as the foundation for our compliance program and sets forth the ethical standards, legal requirements, and other policies we expect our directors, officers, and associates to comply with at all times. Stockholders may access a copy of our Code of Conduct on the “Corporate Governance” page in the ~~investor relations~~Investor Relations section of our website at www.express.com/investor. We will also provide the Code of Conduct in print without charge upon ~~written~~ request by telephone at (888) 423-2421, via email to IR@express.com or via mail delivered to the Office of the Corporate Secretary at 1 Express Drive, Columbus, OH 43230.

We will promptly disclose any waivers of our Code of Conduct involving our directors or executive officers. We intend to satisfy any disclosure requirements regarding any amendment or waiver of our Code of Conduct by posting the information on the “Corporate Governance” page of our website which can be found at www.express.com/investor.

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~

RELATED PERSON TRANSACTIONS

~~Table of Contents~~

~~Corporate Governance~~

~~RELATED PERSON TRANSACTIONS~~

Under our current Related Person Transaction policy, a “Related Person Transaction” is any transaction, arrangement, or relationship between us or any of our subsidiaries and a Related Person where the amount involved exceeds $120,000 and the Related Person has or will have a direct or indirect material interest. A “Related Person” is any of our executive officers, directors, director nominees, any stockholder beneficially owning in excess of 5% of our stock or securities exchangeable for our stock, any immediate family member of any of the foregoing persons, and any firm, corporation, or other entity in which any of the foregoing persons is an executive officer, a partner or principal, or in a similar position, or in which such person has a 5% or greater beneficial ownership interest in such entity.

All Related Person Transactions must be approved or ratified by a majority of the disinterested directors on the Board or a designated committee thereof consisting solely of disinterested directors in accordance with our Related Person Transaction Policy. In approving any Related Person Transaction, the Board or the committee must determine that the transaction is on terms no less favorable in the aggregate than those generally available to an unaffiliated third-party under similar circumstances.

Since ~~January 31, 2016,~~February 3, 2019, there has not been, and there is not currently proposed, any transaction or series of transactions to which we were or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any Related Person had or will have a direct or indirect interest.

Director Compensation

~~OVERVIEW~~

OVERVIEW

Non-employee directors receive compensation for Board service, which is designed to fairly compensate them for their time and effort, be competitive with the market, and align their interests with the long-term interests of our stockholders. Employee directors receive no compensation for Board service. The Compensation and Governance Committee, together with its independent compensation consultant, periodically review the form and amount of director compensation and recommend changes to the Board, as appropriate. As part of its review, the Compensation and Governance Committee considers how the Company’s director compensation program compares to the programs at the peer companies we refer to in the executive compensation setting process. See “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Practices—The Role of Peer Companies and Benchmarking” beginning on page 4345 for more information about our peer companies. The Compensation and Governance Committee believes that director compensation should be competitive with the market and geared towards attracting and retaining highly-qualified independent professionals to oversee the Company and represent the interests of the Company’s stockholders.

~~NON-EMPLOYEE DIRECTOR COMPENSATION~~

NON-EMPLOYEE DIRECTOR COMPENSATION

The annual cash retainers for our non-employee directors in ~~2016~~2019 are shown in the following table.

Annual Retainer Type	~~2016~~ 2019 Annual Retainer Amount
Non-Employee Director	$75,000
Committee Service	$10,000
Chairman	$100,000
Audit Committee Chair	$20,000
Compensation and Governance Committee Chair	$20,000	⁽¹⁾

~~(1)~~

~~Effective June 2016, the annual retainer for the Compensation and Governance Committee Chair increased from $15,000 to $20,000.~~

Non-employee directors also receive equity grants on an annual basis. In ~~2016,~~2019, non-employee directors were granted restricted stock units that had a fair value of approximately $125,000 on the date of grant and that vest on ~~May~~June 15, ~~2017,~~2020, subject to continued service. The Company’s non-employee Chairman was entitled to an additional grant of restricted stock units that had a value of approximately $40,000 on the date of grant and that vest on ~~May~~June 15, ~~2017,~~2020 subject to continued service. All directors receive reimbursement for reasonable out-of-pocket expenses incurred in connection with their Board service.

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~~Corporate Governance~~ 25

~~DIRECTOR STOCK OWNERSHIP GUIDELINES~~

Corporate Governance

REASONABLE INDIVIDUAL COMPENSATION LIMITATIONS FOR NON-EMPLOYEE DIRECTORS

Under the Express, Inc. 2018 Incentive Compensation Plan (the “Plan”), the aggregate value of all compensation paid or granted to any individual for service as a non-employee director during any calendar year, including awards granted under the 2018 Plan and cash fees paid by us, will not exceed $600,000, calculating the value of any awards granted during such calendar year based on the grant date fair value of such awards for financial reporting purposes, other than with respect to any special compensation paid to any non-employee director for his or her service as Chairman of the Board.

DIRECTOR STOCK OWNERSHIP GUIDELINES

The Board has director stock ownership guidelines which call for non-employee directors to own an amount of our common stock equal to five times their annual cash retainer. Directors have five years to meet the guidelines. Under these guidelines, directors are generally not permitted to sell any shares of our common stock until they achieve the ownership guideline and thereafter are only permitted to sell shares to the extent that such sale would not cause the director to fall below the ownership guideline. To avoid fluctuating ownership requirements, once a director has achieved the applicable stock ownership guideline, he or she is considered to have satisfied the guideline, provided that the shares used to meet the underlying requirement are retained. As of the end of fiscal ~~2016,~~2019, all non-employee directors have met or are on track to meet the stock ownership guidelines. For a discussion of the stock ownership guidelines applicable to Mr. Kornberg, refer to “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Practices—Stock Ownership Guidelines” on page 45.

~~2016 DIRECTOR COMPENSATION TABLE~~

2019 DIRECTOR COMPENSATION TABLE

The following table sets forth information regarding compensation earned for each of our non-employee directors in fiscal ~~2016.~~2019.

Director⁽¹⁾         Fees Earned
or Paid in Cash
($)         Stock Awards
($)⁽⁷⁾⁽⁸⁾         Total
($)
Michael Archbold 85,000 124,997 209,997
Terry Davenport⁽²⁾ 29,348 71,912 101,260
Michael F. Devine 105,000 124,997 229,997
Theo Killion 85,000 124,997 209,997
Karen Leever⁽³⁾ 49,524 105,827 155,352
Mylle Mangum⁽⁴⁾ 183,626 164,998 348,624
Peter Swinburn⁽⁵⁾ 101,209 124,997 226,206
Michael Weiss⁽⁶⁾ 24,880 — 24,880

Director⁽¹⁾	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽⁴⁾⁽⁵⁾	Total ($)
Michael Archbold⁽²⁾	100,000	125,000	225,000
Terry Davenport	85,000	125,000	210,000
Michael F. Devine	90,000	125,000	215,000
Karen Leever	85,000	125,000	210,000
Mylle Mangum	195,000	165,000	360,000
Winnie Park⁽³⁾	82,500	125,000	207,500
Peter Swinburn	105,000	125,000	230,000

(1)

Mr. ~~Kornberg~~Baxter did not receive compensation for service on the Board.

(2)

Effective April 2019, Mr. ~~Davenport~~Archbold was appointed to serve as ~~a Class III director to~~Chair of the ~~Board in November 2016.~~Audit Committee.

(3)		Effective April 2019, Ms. ~~Leever,~~Park was appointed ~~as a Class III director~~ to ~~the Board in August 2016.~~
~~(4)~~		~~Ms. Mangum, formerly Chair of~~serve on the Compensation and Governance ~~Committee, was appointed Chairman of the Board in June 2016.~~Committee.

~~(5)~~ (4)		~~Mr. Swinburn was appointed Chair of the Compensation and Governance Committee in June 2016.~~
~~(6)~~		~~Mr. Weiss retired as Chairman of the Board in June 2016.~~
~~(7)~~		Reflects the aggregate grant date fair value of restricted stock units. These values have been determined based on the assumptions and methodologies set forth in Note 109 of the Company’s financial statements included in ~~its~~our Annual ~~Report for the year ended January 28, 2017.~~Report. These amounts do not represent the actual amounts paid to or received by the named director during ~~2016.~~2019. No stock options were granted to any of the Company’s non-employee directors in ~~2016.~~2019.

~~(8)~~

(5)

The aggregate restricted stock units and stock options (whether or not exercisable in the case of options) outstanding as of ~~January 28, 2017~~April 20, 2020 are as follows: Mr. Archbold ~~(8,406~~(48,077 restricted stock units); Mr. Davenport ~~(5,181~~(48,077 restricted stock units); Mr. Devine ~~(8,406~~(48,077 restricted stock units and 10,000 stock options); ~~Mr. Killion (8,406 restricted stock units);~~ Ms. Leever ~~(7,074~~(48,077 restricted stock units); Ms. Mangum ~~(11,096~~(63,462 restricted stock units and 2,500 stock options); ~~Mr. Swinburn (8,406~~Ms. Park (48,077 restricted stock units); and Mr. Swinburn (48,077 restricted stock units).

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~ 26		27
		www.express.com

~~Table of Contents~~

Executive Officers

The following table sets forth the names, ages, and titles of our executive officers as of ~~April 10, 2017:~~the Record Date:

~~Name~~		~~Age~~	~~Position~~
~~David Kornberg~~ Name	Age	49 Position
Timothy Baxter	50	Chief Executive Officer
Matthew Moellering	53	President and Chief ~~Executive~~Operating Officer
~~Matthew Moellering~~ Malissa Akay	43	50	Executive Vice President and Chief ~~Operating~~Merchandising Officer
~~Colin Campbell~~ Sara Tervo	44	58	~~Executive Vice President—Sourcing and Production~~
~~Jim Hilt~~		41	Executive Vice President and Chief Marketing Officer ~~and eCommerce~~
~~Erica McIntyre~~		48	~~Executive Vice President—Merchandising~~
~~John J. (“Jack”) Rafferty~~		65	~~Executive Vice President—Planning and Allocation~~
~~Douglas Tilson~~		59	~~Executive Vice President—Real Estate~~
Periclis (“Perry”) Pericleous	47	44	Senior Vice President, Chief Financial Officer and Treasurer

Our executive officers are appointed by the Board and serve until their successors have been duly elected and qualified or their earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Set forth below is a description of the background of the persons named above, other than Mr. ~~Kornberg,~~Baxter, whose background information is provided in “Election of Class I Directors (Proposal No. 1)” on page 9.8.

Matthew Moelleringhas served as our President and Chief Operating Officer since September 2019. He also served as Interim President and Interim Chief Executive Officer from January 2019 to June 2019. Prior to his current role, he was Executive Vice President and Chief Operating Officer ~~since September 2011. Prior~~from 2011 to ~~that, he served as our~~2019; Executive Vice President, Chief Administrative Officer, Chief Financial Officer, Treasurer and Secretary from ~~October~~ 2009 ~~to September~~until 2011, Senior Vice President, Chief Financial Officer, Treasurer and Secretary from ~~July~~ 2007 ~~to October~~until 2009, and ~~our~~ Vice President of Finance from ~~September~~ 2006 ~~to July~~until 2007. ~~Prior to that,~~Before joining Express, he served in various roles with Limited Brands (now known as L Brands) from ~~February~~ 2003 ~~to September~~until 2006, including Vice President of Financial Planning. ~~Prior to that,~~ Mr. Moellering also served in various roles with Procter and Gamble where he was employed from ~~July~~ 1995 until ~~February 2003. Prior~~2003 and prior to that he served as an officer in the United States Army. Mr. Moellering serves on the board of directors of L.L.Bean, Inc. which is a privately held company.

~~Colin Campbell~~Malissa Akay has served as our Executive Vice President ~~of Sourcing~~ and ~~Production~~Chief Merchandising Officer since ~~June 2005. Prior to that,~~September 2019. Ms. Akay joined Express from ~~March 1997 to June 2005, Mr. Campbell held a number of leadership positions for various divisions of Limited Brands (now known~~Lane Bryant where she most recently served as ~~L Brands) including Cacique and Limited Stores and was an~~ Executive Vice President ~~of Western Hemisphere Operations at Mast~~and General Merchandise Manager from ~~2003~~2018 to 2005. Prior to that, from 1985 to 1997, Mr. Campbell was Vice President of Operations for the dress division of Liz Claiborne. He has also worked in production leadership positions with Bentwood Brothers LTD in England2019 and ~~Daks-Simpson LTD in Scotland.~~

~~Jim Hilt~~has served as our Executive Vice President, Chief Marketing Officer and eCommerce since March 2016. Mr. Hilt joined Express in February 2014 as Senior Vice President of eCommerce. Prior to joining Express, he was the Vice President of eBooks and Managing Director, International at Barnes & Noble from 2012 until February 2014. Prior to that, Mr. Hilt held several executive positions at Sears Holdings, the parent company of Sears and Kmart, including Divisional Vice President of Product Management, Divisional Vice President of Online Services, and Divisional Vice President and Director of ManageMyHome. Prior to Sears, Mr. Hilt was a Director of Global Marketing at SAP. Before joining SAP, Jim held several senior positions at IBM.

~~Erica McIntyre~~has served as our Executive Vice President of Merchandising since January 2016, with direct oversight of the women’s and men’s merchandising teams. From May 2013 until her appointment to Executive Vice President, Ms. McIntyre served as Senior Vice President and General Merchandise Manager from 2016 to 2017. Prior to that, Mr. Akay served in various roles with ~~responsibility for the entire women’s merchandising team. She joined Express in November 2010, serving in the same capacity,~~Ralph Lauren from 2012 until 2016 including Chief Merchandising Officer, Polo Accessories, and Senior Vice President, Merchandising, Planning and Allocation and Visual Merchandising. Previously, Ms. Akay spent 13 years with ~~a focus on the women’s casual business. Before joining Express, Ms. McIntyre was at Gap, Inc.,~~DFS Group where she held ~~a number of~~merchandising leadership positions ~~in merchandising at Old Navy. Prior to that, Ms. McIntyre worked for Arthur Andersen in Corporate Finance, for Geos Corporation in Tokyo, and also worked for the United States Senate.~~across multiple categories.

~~John J. (“Jack”) Rafferty~~Sara Tervo has served as our Executive Vice President ~~of Planning~~ and ~~Allocation~~Chief Marketing Officer since ~~1999 after joining~~September 2019. Ms. Tervo joined Express as Vice President of Planning and Allocation in 1998. Prior to joining Express, Mr. Rafferty held a number of planning and allocation leadership roles with Limited Brands (now known as L Brands). These roles included Vice President of Planning and Allocation for Lerner from 1990 to 1998, Vice President of Lane Bryant from 1988 until 1990 and Director of Planning and Allocation for Sizes Unlimited from 1984 to 1986. Mr. Rafferty started his career in various planning and allocation roles with Korvettes, Casual Corner, and Brooks Fashion.

28		~~www.express.com~~

~~Table of Contents~~

~~Executive Officers~~

~~Douglas Tilson~~~~has served as our~~Justice where she was Executive Vice President ~~of Real Estate since October 2009.~~and Chief Marketing Officer from 2016 to 2019. Prior to that ~~he served as our~~Ms. Tervo held multiple leadership positions with L Brands from 1998 to 2016 across marketing, creative services and public relations, including Executive Vice President, Marketing for Victoria’s Secret and Senior Vice President, of Real Estate from October 2007 to October 2009. Prior to that, he was with Steiner & Associates as Senior Vice President of Leasing from April 2005 until October 2007. Prior to that, Mr. Tilson was Senior Vice President of Real EstateMarketing for Tween Brands from July 1999 until April 2005 and served in a number of senior real estate positions with Limited Brands (now known as L Brands) from January 1987 until July 1999. Prior to that, he was a labor attorney with the law firm Porter, Wright, Morris & Arthur LLP from June 1984 until January 1987.PINK.

Periclis (“Perry”) Pericleoushas served as our Senior Vice President, Chief Financial Officer and Treasurer since July 2015. Prior to this appointment, he held a number of other leadership positions within our finance organization, including Vice President of Finance from December 2010 tountil July 2015, Director of Financial Planning & Analysis from April 2010 tountil December 2010, and Director of Store Finance from November 2007 tountil April 2010. Mr. Pericleous joined Express in August 1999 and served in a variety of roles of increasing responsibility across the finance organization, including in store finance and financial reporting. He began his career in 1996, serving in various accounting roles at Drug Emporium and then Value City Department Stores. Mr. Pericleous is a Certified Public Accountant.

EXPRESS ~~EXPRESS~~Notice of ~~2017~~2020 Annual Meeting of Stockholders		29
		27

~~Table of Contents~~

Executive Compensation

Compensation Discussion and Analysis

~~EXECUTIVE SUMMARY~~

~~OVERVIEW OF FISCAL 2016 BUSINESS RESULTS~~

~~After~~EXECUTIVE SUMMARY

2019 Leadership Transformation

In 2019, we made significant organizational changes that we believe will return the business to growth. One of our key accomplishments was the hiring of Timothy Baxter as our new Chief Executive Officer effective June 17, 2019, which followed a transition period where, in line with our succession planning process, Matthew Moellering, our then Executive Vice President and Chief Operating Officer, served as interim Chief Executive Officer and interim President from January 2019 until Mr. Baxter’s appointment in June.

One of Mr. Baxter’s first priorities as Chief Executive Officer was to put the right leadership team into place. During the first months of his tenure, Mr. Baxter appointed a new Executive Vice President and Chief Merchandising Officer – Malissa Akay; along with a new Executive Vice President and Chief Marketing Officer – Sara Tervo. Mr. Baxter also promoted Matthew Moellering to President and Chief Operating Officer and Perry Pericleous continues to serve as Senior Vice President and Chief Financial Officer. With a new executive leadership team in place, in January 2020, Mr. Baxter launched a new corporate strategy designed to build a strong ~~year~~and profitable future for Express.

Strategic Transformation for 2020 and Beyond

At our investor event in ~~2015,~~January 2020, we announced a new corporate strategy focused on Product, Brand, Customer, and Execution, which is intended to return the Company to long-term profitable growth. Across these focus areas we are determined to:

Engage our ~~net~~customers and acquire new ones by communicating with customers in different and more impactful ways;

X-ecute with precision across all channels to accelerate sales ~~decreased~~and profitability;

Put product first by having fresh, relevant, and compelling product that gets to ~~$2.2 billion~~the selling floor and to the customer faster; and

Reinvigorate our brand by clarifying our brand message and more closely connect it to our product strategies.

At the same time, we announced approximately $80 million in ~~2016. Sales were impacted by, among other things, challenging mall traffic trends, a more promotional retail environment,~~cost reduction opportunities and a ~~lack of fashion clarity in~~fleet rationalization plan to close approximately 100 stores. For additional information regarding our ~~product assortment, which offered too many choices. The sales weakness, coupled with higher promotional activity, led~~new corporate strategy, please refer to margin contraction and a decline in earnings. Operating income in 2016 was $103.6 million and Adjusted EPS was $0.81 per share, both representing declines from the previous year. Going forward we will continue to focus on generating long-term growth for our stockholders through the following strategic objectives: (1) improving profitability through a balanced approach to growth, (2) increasing brand awareness and elevating the customer experience, (3) transforming and leveraging information technology systems, and (4) investing in the growth and development of our people.Annual Report.

2019 BUSINESS PERFORMANCE

Key Financial Results

~~Net Sales~~		~~Operating Income~~		~~Adjusted EPS~~

~~Progress Against Select Strategic Initiatives~~

Net Sales

Operating Income

Earnings Per Share

☒

• Net sales decreased 5% to $2,019 million from $2,116 million in 2018.

~~Increase Store Productivity~~•. Operating Loss was $217.9 million, and on an adjusted basis operating loss was $11.2 million in 2019, compared to Operating Income of $28.2 million, and $33.7 million on an adjusted basis, in 2018.

~~Same store sales declined by 12%~~• EPS reflected a loss of $2.49 per diluted share compared to earnings of $0.13 per diluted share in 2018. Adjusted EPS reflected a loss of $0.13 per diluted share, compared to Adjusted EPS of $0.32 per diluted share, in 2018.

Refer to Appendix A for more information on adjustments made to operating income and EPS.

www.express.com

Executive Compensation

Balance Sheet Highlights

Strong Cash Flow Generation

Generated strong cash flow in 2019, which allowed for continued investment in the business as well as share repurchases. Ended the year ~~over year.~~with $207 million in cash on hand.

CASH ON HAND

$207

MILLION

AT END OF YEAR

Share Repurchases

Repurchased approximately 4.3 million shares of our outstanding common stock at an aggregate cost of $15.6 million in 2019, totaling repurchases of approximately 16.4 million shares of our outstanding common stock at an aggregate cost of approximately $116 million since November 2017 under our 2017 share repurchase plan.

RETURNED APPROXIMATELY

$116

MILLION

TO SHAREHOLDERS THROUGH SHARE REPURCHASES FROM NOVEMBER 2017 THROUGH 2019

2019 Named Executive Officers

This Compensation Discussion and Analysis focuses on the compensation of our named executive officers (our “NEOs”) for 2019, who are listed below:


☑ Name	*~~Optimize Retail Store Fleet~~*~~. Since the beginning of 2015 we closed 47 of the 50 retail stores identified in our store rationalization plan.~~
☑	*~~E-commerce Growth~~*~~. E-Commerce sales grew 5% year over year to over $400 million.~~
☑	*~~Open New Outlet Stores~~*~~. Added 23 outlet locations in 2016.~~
☑	*~~Significant Cost Savings Initiatives~~*~~. Announced $44-$54 million in cost savings opportunities expected to be realized through 2019 and realized $9 million of these savings in 2016.~~
☑	*~~Transform and Leverage Information Technology~~~~Systems~~***~~. Successfully implemented new retail management, order management, and enterprise planning systems.~~

30		~~www.express.com~~Position
Timothy Baxter	Chief Executive Officer⁽¹⁾
Matthew Moellering	President and Chief Operating Officer; former Interim Chief Executive Officer and Interim President ⁽²⁾
Malissa Akay	Executive Vice President and Chief Merchandising Officer⁽³⁾
Sara Tervo	Executive Vice President and Chief Marketing Officer⁽⁴⁾
Periclis (“Perry”) Pericleous	Senior Vice President, Chief Financial Officer and Treasurer
John J. (“Jack”) Rafferty	Former Executive Vice President—Planning and Allocation⁽⁵⁾
Douglas Tilson	Former Executive Vice President—Real Estate⁽⁶⁾

~~Table of Contents~~

(1)	Effective June 17, 2019, Mr. Baxter was appointed Chief Executive ~~Compensation~~ Officer.

(2)	Mr. Moellering served as Interim Chief Executive Officer and Interim President from January 22, 2019 until June 17, 2019. Mr. Moellering continued to serve as Executive Vice President and Chief Operating Officer until September 23, 2019, when he was appointed President and Chief Operating Officer.

(3)	Ms. Akay was named Chief Merchandising Officer effective September 9, 2019.

(4)	Ms. Tervo was named Chief Marketing Officer effective September 9, 2019.

(5)	Mr. Rafferty served as Executive Vice President – Planning and Allocation, until he left the Company effective October 4, 2019.

(6)	Mr. Tilson served as Executive Vice President – Real Estate until he left the Company effective September 27, 2019.

~~2016~~

EXPRESS Notice of 2020 Annual Meeting of Stockholders

Executive Compensation

2019 COMPENSATION HIGHLIGHTS

Our executive compensation program is designed to strongly align executive compensation with the Company’s financial performance. In ~~2016:~~2019:


•CEO Ongoing Target ~~Compensation~~Pay Opportunity Established atBetween 25^th Percentile and Median ~~and Tied to Challenging Performance Targets.~~
●	Level of our Peer Group~~The overall design for~~ :Mr. ~~Kornberg’s compensation package remained~~Baxter’s ongoing target pay opportunity of $6.5M was established between the ~~same in 2016, while his target total direct compensation increased to $7.3 million to approximate the~~25^th percentile and median level of our peer group and is expected to remain unchanged for 2020. •CEO Ongoing Pay-for-Performance Compensation Design with Challenging Performance Targets Continued: Overall, the design of our new CEO’s compensation package followed the design of our former CEO’s compensation package with 85% of Mr. Baxter’s ongoing target compensation package composed of short-term cash incentives and long-term equity and cash incentives. The performance-based short-term and long-term incentives for both Mr. Baxter and other executives continue to include challenging performance targets so that realizable compensation reflects business performance. For information on one-time make-whole and hiring related payments made in connection with Mr. Baxter’s appointment to CEO in 2019, see “Executive Compensation – Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation—One-Time Make-Whole and Hiring Related Awards” on page 43. •Short-Term Incentive Program Continues to Include Challenging Financial and Strategic Performance Components: Under the Company’s 2019 short-term cash incentive program, 75% of the target bonus opportunity was based on ~~market data~~achievement of challenging financial goals and 25% was based on achievement of key strategic objectives tied to comparable sales, retail store conversion, and customer acquisition and retention, in furtherance of the Company’s long-term growth strategy. •ChallengingLong-Term Incentive Performance Targets Continued:Performance-based long-term incentive awards continued to be dependent on the achievement of challenging three-year Adjusted EPS performance targets, subject to modification upwards or downwards 20%based on Company TSR performance relative to the Dow Jones U.S. Retail Apparel Index (“Relative TSR”). Our long-term incentive design was further modified for 2019 by providing that no performance-based long-term incentive award will pay out if the Company’s closing stock price at the ~~time. This decision was made~~end of the three-year performance period (measured based on a 90-day moving average) has declined from the ~~Company’s strong financial performance~~closing stock price on the grant date. •Performance-BasedLong-Term Incentives Cash Denominated: While performance-based awards continue to represent 50% of our annual long-term incentive grants to our NEOs, to help manage share usage and overhang, in ~~2015 and in recognition of Mr. Kornberg’s strong individual performance during his first year as CEO in 2015.~~
●	~~Over 90% of the increase in target compensation was~~2019, performance-based long-term incentive awards were delivered entirely in the form of ~~short-term~~performance-based cash awards (in 2018, half of the performance-based awards were delivered in the form of performance-based restricted stock units). For our new CEO, the remaining 50% was comprised of stock options with time-based vesting, and ~~long-term incentives that included challenging performance targets to ensure that~~for our other NEOs the target payout would only occur if the Company achieved the challenging financial goals established by the Compensation and Governance Committee (referred to as the “Committee” throughout this section).
●	~~When Mr. Kornberg assumed the role~~remaining 50% was comprised of ~~CEO in 2015, his compensation package was designed in part based on feedback received from stockholders~~restricted stock units with time-based vesting. For more information on our ~~executive compensation program in prior years. We received over 95% support in last year’s say-on-pay vote~~equity plan proposal to increase the number of shares available for grant under the Amended and ~~our stockholder engagement program in 2016 did not yield any concerns or requests for changes to the CEO compensation package.~~ Restated Express, Inc. 2018 Incentive Compensation Plan (the “2018 Plan”), see “Proposal No. 4” beginning on page 69.
●	~~Mr. Kornberg’s compensation package will remain the same for 2017 with respect to overall design and target pay opportunity.~~ •
~~CEO~~ Actual Realizable Total Direct Compensation ~~Decreased Significantly in 2016 and~~ was Significantly Below Target in 2019, Reflecting Business ~~Results.~~ Results
●	~~No amounts were paid to~~: Actual realizable total direct compensation for our ~~CEO or other senior executives under the Company’s seasonal~~continuing NEOs fell significantly below target in 2019 reflecting that (1) no short-term cash ~~incentive program.~~
●	Noincentives paid out for either of the Spring and Fall seasons and (2) performance-based ~~restricted stock units are expected to be earned by our CEO or other senior executives under our 2016~~ long-term ~~equity incentive awards that are~~incentives granted in 2017, which were subject to ~~challenging Adjusted EPS performance targets based on~~ a three-year performance period ~~from 2016~~ through ~~2018.~~2019, were entirely forfeited. In addition, performance-based awards granted in 2018 (which are subject to a three-year performance period through 2020) are not expected to pay out, and Adjusted EPS performance must significantly improve over the next two years for there to be any payout of the performance-based long-term incentives granted to our current NEOs in 2019 (which are subject to a three-year performance period through 2021). This excludes one-time make-whole and hiring related payments made to new executives. For information on one time make-whole and hiring related payments made to new executives in 2019, see “Executive Compensation – Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation—One-Time Make-Whole and Hiring Related Awards” on page 43.

www.express.com

Executive Compensation

CEO Target Total Direct Compensation

The annual compensation package for our new CEO, Mr. Baxter, was based on a competitive compensation analysis of CEO pay levels at our peer group and established between the 25th percentile and median level of our peer group.


Annual Target Compensation
Base Salary	$1,000,000

The chart on the right shows our CEO’s total direct compensation as reported in the Summary Compensation Table on page 47 in 2015 and 2016. Amounts reported in the Summary Compensation Table reflect the grant date fair value of long-term equity incentive awards, at target in the case of performance-based restricted stock units. Our CEO is not expected to earn any of the $2.5 million performance-based restricted stock award granted to him in 2016 that is subject to challenging adjusted EPS performance targets based on a three-year performance period from 2016 through 2018.

~~Summary Compensation Table~~
~~Total Direct Compensation (“TDC”)~~⁽¹⁾

~~(1)~~

~~Total direct compensation is comprised of~~

•2019 base salary ~~short-term incentives,~~for Mr. Baxter was prorated based on his June start date and ~~long-term incentives, and excludes non-qualified deferred compensation and all other compensation reported~~such amount ($634,615) is reflected in the Summary Compensation Table on page ~~47.~~

~~(2)~~

~~Long-term equity~~49.

•Because of the limited impact our new CEO could have on the 2019 Spring and Fall performance periods, Mr. Baxter’s 2019 annual incentive ~~awards consist~~compensation opportunity, pro-rated based on his June 2019 start date, was guaranteed at the greater of actual achievement or 100% of target ($910,000).

•The pro-rated amount of Mr. Baxter’s 2019 long term incentive opportunity ($2,800,000) was delivered half in the form of stock options and half in the form of performance-based ~~restricted stock units, time-based restricted stock units, and stock options.~~

~~EXPRESS~~ ~~Notice~~cash awards. The portion of ~~2017 Annual Meeting of Stockholders~~		31

~~Table of Contents~~

~~Executive Compensation~~

~~CEO Realizable TDC~~⁽¹⁾~~: Target vs. Actual~~

The chart on the left illustrates our CEO’s actual realizable total direct compensation compared to target realizable total direct compensation for the 2015 and 2016 fiscal years. Actual realizable total direct compensation reflects the actual amount of pay our CEO can expect to receive from equity awards, including a current estimate of value for awards that have either not yet vested or have not yet been earned. For more information on CEO realizable compensation refer to “—What We Pay and Why: Elements of Compensation—CEO Realizable Pay” on page 40.

~~(1)~~	~~Total direct compensation is comprised of base salary, short-term incentives, and~~Mr. Baxter’s long-term incentives ~~and excludes non-qualified deferred compensation and all other compensation reported~~denominated in performance-based cash ($1,400,000) is not included in the Summary Compensation Table on page ~~47.~~49.
~~(2)~~ Incentive Compensation Opportunity at Target	~~Long-term~~ 130%
Target Total Cash	$2,300,000
Annual Long-Term Incentive Opportunity	$4,200,000
Target Total Direct Compensation	$6,500,000
Make-Whole Awards
Buy-out Grant	$3,000,000	•The amount of Mr. Baxter’s buyout grant was determined based on the amount of unvested equity ~~incentive~~ awards ~~consist~~that Mr. Baxter forfeited from his prior employer, and was comprised of ~~performance-based restricted stock units, time-based~~one-half restricted stock units, and one-half stock ~~options.~~options, that each cliff vest on the two-year anniversary of grant. •The amount of Mr. Baxter’s sign-on bonus was determined based the amount of annual cash bonus that Mr. Baxter forfeited from his prior employer.
Buy-out Bonus	$925,000

~~For more information on 2016~~

Actual Realizable Total Direct Compensation

In previous years we have separately shown three year CEO Realizable Pay to highlight our executive compensation ~~refer~~program’s strong pay for performance alignment. While CEO Realizable Pay may be useful to ~~“—What We Pay And Why: Elements of Compensation” beginning on page 34~~show in the future, it is not representative for 2019, both because Mr. Baxter received one-time make-whole awards to compensate him for forfeited benefits at his former employer and the ~~Summary Compensation Table~~fact that his 2019 short-term incentive compensation bonus was guaranteed to reflect his limited impact on ~~page 47.~~ the 2019 performance periods. The alignment between our executive compensation program and the Company’s financial performance is better shown by the table below, which shows how our compensation program paid out or is tracking to pay out for our continuing NEOs and other executives at the end of 2019.


Short-Term Annual Cash Incentive Compensation Program			Long-Term Performance-Based Awards Subject to Three-Year Performance Periods
Spring 2019	Fall 2019	2017-2019		2018-2020	2019-2021
No Payout	No Payout	No Payout		Not Expected to Payout	Will only payout if Adjusted EPS performance significantly improves over next two years

For more information on our short-term cash incentive program, refer to “—“Executive Compensation—Compensation Discussion and Analysis—What We Pay And Why: Elements of Compensation—Performance-Based Incentives—Short-Term Incentives” beginning on page 36. For information on our long-term ~~equity~~ incentive program, see “—“Executive Compensation—Compensation Discussion and Analysis—What We Pay And Why: Elements of Compensation—Performance-Based Incentives—Long-Term Incentives” beginning on page ~~37.~~39.

~~2016 NAMED EXECUTIVE OFFICERS~~

~~This Compensation Discussion and Analysis (“CD&A”) focuses on the compensation of our named executive officers (our “NEOs”) for 2016, who are listed below:~~

EXPRESS ~~Name~~Notice of 2020 Annual Meeting of Stockholders		~~Position~~
~~David Kornberg~~		~~President and Chief Executive Officer~~
~~Matthew Moellering~~		~~Executive Vice President and Chief Operating Officer~~
~~John J. (“Jack”) Rafferty~~		~~Executive Vice President—Planning and Allocation~~
~~Colin Campbell~~		~~Executive Vice President—Sourcing and Production~~
~~Periclis (“Perry”) Pericleous~~		~~Senior Vice President, Chief Financial Officer and Treasurer~~

32		~~www.express.com~~

~~Table of Contents~~

~~Executive Compensation~~ 31

Executive Compensation

EXECUTIVE COMPENSATION OBJECTIVES AND PRACTICES

Below we highlight the core objectives that serve as the foundation for our compensation program, the practices we have implemented to achieve those objectives, and practices we have not implemented because we do not believe they would serve the Company’s long-term interests.

~~Program~~ ~~Objective~~
Program Objective		What We DO:
Pay for Performance		☑	Variable Compensation. A significant portion of our executives’ ongoing compensation opportunity is variable and is tied to achievement of challenging financial performance targets and changes in the Company’s stock price. In ~~2016, 86%~~2019, 85% of CEO ongoing target total direct compensation was variable.

		☑	Short-Term and Long-Term Incentive Compensation with Challenging Performance Targets. ~~Our~~75% of our short-term cash incentive awards are subject to the achievement of challenging operating income performance targets, and theremaining 25% depends on the achievement of operational performance goals tied to our strategic initiatives. One-half of our long-term ~~performance-based stock~~incentive awards are also subject to the achievement of challenging financial performance targets that incentivize the creation of stockholder value.

		☑	Performance-Based Equity Awards. ~~We grant~~In 2019, we granted a mix of long-term ~~equity~~ incentives, comprised of (i) 50% time-based stock options, and (ii) 50% performance-based cash for our new CEO, and comprised of 50% time-based restricted stock units, and ~~(iii)~~(ii) 50% performance-based ~~restricted stock units, with performance~~cash for our Interim CEO and other NEOs. In 2019, performance-based cash awards for all NEOs were based on adjusted diluted earnings per share goals over a three-year ~~period. Performance-based restricted~~period which may be increased or decreased by 20% based upon Company TSR performance relative to the Dow Jones U.S. Retail Apparel Index, and additionally subject to a share price hurdle, which provides that no performance-based cash award will pay out if the Company’s closing stock ~~units made up 50%~~price at the end of the ~~long-term equity incentives granted to our NEOs in 2016.~~three-year performance period (measured based on a 90-day moving average) has declined from the closing stock price on the grant date.

Pay Competitively		☑	Robust Compensation Setting Process. We utilize market data without strict benchmarking in order to make sure executives are paid commensurate with their experience and performance. Executive compensation packages are heavily weighted on performance but also include base salary and other benefits that make them competitive with our peers.

Pay Responsibly		☑	Long-Term Vesting Requirements. Stock options and time-based restricted stock units granted to our NEOs in 2019 vest ratably over ~~four~~4 years, and performance-based restricted stock units and performance-based cash awards vest after 3 years, in order to align the interests of our executives with our stockholders. Other than a one-time grant of time-based stock options to our new CEO, no stock options were granted to our NEOs in 2019.

	☑	☑	Annual Stockholder Engagement Process. As part of our annual stockholder engagement cycle, we reach out to our largest stockholders who collectively hold over a majority of the shares of our outstanding common stock, which generally includes our 20 largest stockholders. The CEO compensation package was designed in part based on feedback received from stockholders in prior years. In 2016, our stockholders did not raise any concerns regarding our 2016 executive compensation program and we received no requests to change anything about the CEO pay package. We also offer our stockholders the opportunity to vote annually on the Company’s executive compensation program. We value the feedback we receive from stockholders and consider it when making decisions on behalf of the Company, including with respect to executive compensation. Refer to page 6367 for more information about this year’s non-binding say-on-pay ~~proposal.~~proposal and to page 69 for more information on our proposal to increase the number of shares available for grant under the 2018 Plan.

	☑	☑	Stock Ownership Guidelines. Each of our executives is subject to substantial stock ownership requirements. Under the guidelines, executives are generally not permitted to sell any shares until they achieve the ownership guideline and thereafter are only permitted to sell shares to the extent that such sale would not cause the executive to fall below the ownership guideline.

	☑	☑	Mitigate Undue Risk. The mix between short-term incentives and long-term incentives is intended to discourage executives and associates from maximizing short-term performance at the expense of long-term performance. In ~~2016,~~2019, our short-term cash-incentive program had financial performance ~~targets~~goals based on operating income and operational goals based on achievement of key strategic objectives, while our long-term performance-based ~~restricted stock units~~awards had performance targets based on earnings per share with a potential adjustment based on Relative TSR and potential forfeiture based on share price appreciation, thereby discouraging participants from focusing on the achievement of one performance measure at the expense of another.

	☑	☑	Capped Payouts. Payouts are capped under our cash and equity incentive award programs.
	☑	☑	Independent Compensation Consulting Firm. The Compensation and Governance Committee (in this “Executive Compensation” section, the “Committee”) is advised by an independent compensation consultant that provides no other services to the Company.

	☑	☑	Clawback Policy. Our executives are subject to a clawback policy.In 2019, the Committee approved an update in order to expand the Company’s Clawback Policy to additionally allow for the clawback of incentive compensation in the event of management misconduct that could significantly damage the reputation of the Company, unrelated to a financial restatement.

www.express.com

Executive Compensation


		What We DON’T DO:

Pay ~~Responsibly~~		☒	No Special Tax Gross-Ups.We do not provide special tax gross-ups to executives.
Responsibly	☒	☒	No Pension Plans or Other Post-Employment Defined Benefit Plans.We do not provide any qualified or non-qualified post-employment defined benefit plans.
		☒	No Special Executive Perquisites.We generally do not provide our executives with any ~~executive with~~ special perquisites. See “Executive Compensation—Compensation Discussion and Analysis—Additional Executive Benefits and Perquisites—Perquisites” on page 44 for information regarding one-time personal use of private aircraft by our CEO in fiscal year 2019 to provide flexibility during his transition to the Company.
		☒	No Liberal Share Recycling, Repricing of Underwater Stock Options, or Reloads of Stock Options.The Company’s ~~2010 Incentive Compensation~~2018 Plan ~~as amended (the “2010 Plan”),~~ prohibits the repricing of stock options without the consent of stockholders, ~~and~~ does not allow for reloads of stock options to the extent stock options are used to pay the exercise price or taxes with respect to stock option ~~exercises.~~exercises, and includes an explicit prohibition on liberal share recycling.
		☒	No Hedging or Pledging Transactions.We prohibit associates, including NEOs, and directors from hedging or pledging any securities of the Company held by them.
		☒	No Single Trigger Change-in-Control Payments.Our NEOs are not currently entitled to any single-trigger special vesting, severance, or other benefits in a change-in-control.

EXPRESS ~~EXPRESS~~Notice of ~~2017~~2020 Annual Meeting of Stockholders		33

~~Table of Contents~~

~~Executive Compensation~~

~~WHAT WE PAY AND WHY: ELEMENTS OF COMPENSATION~~

Executive Compensation

WHAT WE PAY AND WHY: ELEMENTS OF COMPENSATION

Our executive compensation program is designed to strongly align executive compensation with the Company’s financial performance. The elements of our compensation program ~~are~~for 2019 were as follows:

Compensation

Element

Form

Performance/

Vesting Period

Performance

Metric

Alignment to Compensation

Objectives

Base Salary

Cash

~~----~~

Salary is set at competitive market levels in order to compete for, obtain, and retain the talent necessary to successfully operate the Company and execute our strategic plans.

Short-Term
Incentives

Cash

Six-month operating
seasons

Financial Goal: Adjusted Operating Income

(75% weighting)~~Operating~~
~~income~~⁽¹⁾

~~Incentive~~

75% of the incentive payment ~~opportunities are based~~opportunity depends on the ~~attainment~~achievement of pre-established objective financial goals, ~~and are~~which is intended to motivate executives to work effectively to achieve financial performance objectives aligned with our seasonal business cycle and reward them when objectives are met.

~~Long-Term~~
~~Incentives~~

Operational Goal: Key Strategic Objectives in Furtherance of the Company’s Long-Term Growth Strategy

(25% weighting)

For 2019, 25% of the incentive payment opportunity was based on achievement of operational goals tied to key performance metrics in furtherance of the Company’s long-term growth strategy including conversion, customer acquisition and retention, and comparable sales.

Long-Term Incentives

50% performance-based ~~restricted stock units~~cash:

3-year performance

and
vesting period

3-year
Adjusted EPS which may be increased or decreased 20% based on Relative TSR

3-year performance periods ~~incentivize~~based on Adjusted EPS with a Relative TSR modifier, subject to forfeiture based on share price, aligning the ~~creation~~interests of our executives with the interests of stockholders in creating long-term ~~stockholder~~ value.

~~35%~~

50% stock options subject to time-based
vesting (new CEO)

50% time-based restricted stock units

(other NEOs)

4-year vesting
requirements

~~----~~

~~4-year~~

Multi-year vesting requirements align our executives’ interests with our stockholders and ~~incentivizes~~incentivize retention of our executive talent.

Other

~~15% stock options~~

~~Other~~

–Defined contribution retirement plans

–Health &and welfare benefits

–Termination benefits

~~----~~

We seek to offer retirement plan benefits, health and welfare benefits, and termination benefits at levels that are competitive with the market.

~~(1)~~

For 2017, the short-term cash incentive program will also include an operational goal. See “Performance-Based Incentives—Short-Term Incentives—2017 Short-Term Cash Incentive Compensation” on page 37 for more information.

www.express.com

Executive Compensation

The Committee strives to achieve an appropriate mix between the various elements of our compensation program to meet our compensation objectives; however, it does not apply any rigid allocation formula in setting our executive compensation, and the Committee may make adjustments to this approach for various positions on a case-by-case basis as appropriate. A significant portion of executive compensation is intended to be variable and tied to the Company’s financial performance and stock price. The following charts show that, ~~for 2016, 86%~~excluding one-time make whole and hiring related payments, in 2019, 85% of CEO compensation and ~~67%~~69% of other NEO compensation at target was variable.

~~www.express.com~~

~~Table of Contents~~

~~Executive Compensation~~ (1)

~~CEO 2016~~		~~Other NEOs 2016 Average~~
~~Target Total Direct Compensation~~⁽¹⁾		~~Target Total Direct Compensation~~⁽¹⁾

~~(1)~~

Target total direct compensation is comprised of base salary, short-term incentives, and long-term incentives. Variable compensation is comprised of short-term incentives and long-term incentives. Target total direct compensation excludes one-time make-whole and hiring related payments made to newly hired executives in 2019 that are intended to compensate them for amounts forfeited from their previous employers.

BASE SALARY

We provide a base salary to our executive officers to compensate them for their services during the year and to provide them with a stable source of income. NEO base salaries are determined by an annual assessment of a number of factors, including the individual’s current base salary, job responsibilities, peer group and other ~~publicly available compensation~~data, relevant market survey data, and individual and Company performance.

The annual base salaries in effect for each of our NEOs still employed with us as of ~~January 28, 2017~~February 1, 2020 are shown in the following table:

Name 2015
Fiscal Year End Changes to Base Salary During 2016 2016
Fiscal Year End
David Kornberg $900,000 In March 2016, Mr. Kornberg received a merit and market-based salary increase from $900,000 to $1,000,000. $1,000,000
Matthew Moellering $769,000 In March 2016, Mr. Moellering received a merit and market-based salary increase from $769,000 to $793,000. $793,000
John J. (“Jack”) Rafferty $569,000 In March 2016, Mr. Rafferty received a merit and market-based salary increase from $569,000 to $582,000. $582,000
Colin Campbell $569,000 In March 2016, Mr. Campbell received a merit and market-based salary increase from $569,000 to $582,000. $582,000
Periclis (“Perry”) Pericleous $420,000 In March 2016, Mr. Pericleous received a merit and market-based salary increase from $420,000 to $445,000. $445,000

Name	2018 Fiscal Year End	Changes to Base Salary During Fiscal 2019	2019 Fiscal Year End
Tim Baxter	n/a	Mr. Baxter was appointed CEO and joined the Company in June 2019.	$1,000,000
Matthew Moellering	$1,117,000	Mr. Moellering served as interim CEO and interim President, while continuing to serve as EVP and Chief Operating Officer, until Mr. Baxter was appointed to CEO in June 2019. Mr. Moellering was appointed to President and Chief Operating Officer in September 2019.	$825,000
Malissa Akay	n/a	Ms. Akay was appointed EVP and Chief Merchandising Officer and joined the Company in September 2019.	$725,000
Sara Tervo	n/a	Ms. Tervo was appointed EVP and Chief Marketing Officer and joined the Company in September 2019.	$600,000
Periclis (“Perry”) Pericleous	$500,000	No change in 2019.	$500,000

Annual base salaries for our NEOs are expected to ~~increase~~remain the same in ~~2017, except that in March 2017 the Committee approved a market-based increase for Mr. Pericleous from $445,000 to $475,000.~~2020.

EXPRESS ~~EXPRESS~~Notice of ~~2017~~2020 Annual Meeting of Stockholders		35

~~Table of Contents~~

~~Executive Compensation~~

Executive Compensation

PERFORMANCE-BASED INCENTIVES

Short-Term Incentives

Our short-term performance-based cash incentive compensation program provides our NEOs with incentive payment opportunities for each six-month operating ~~season. Using short-term incentives tied~~season that corresponds to the traditional retail selling seasons of Spring (February through July) and Fall (August through January). The target short-term cash incentive compensation opportunity for each eligible executive is set at a percentage of base salary. 40% of each executive’s annual target bonus is allocated to the six-month Spring season and 60% is allocated to the six-month Fall season which is intended to align with the seasonality in our business where higher portions of our net sales and net income are typically realized in the six-month Fall season due primarily to the impact of the holiday season. The seasonal design allows us to establish appropriately challenging performance targets that align business performance expectations with the seasonal nature of the way we manage our business and prevailing market and economic conditions which can change quickly in the retail apparel sector. For example, this structure allows for mid-year development of performance targets and provides an incentive for our executives to focus on meeting goals in the six-month Fall season in circumstances when business performance and macro-economic conditions decline or improve relative to our operating plans.

~~2016~~2019 Short-Term Cash Incentive Compensation

Our seasonal short-term performance-based cash incentive compensation program includes a financial performance goal and an operational goal based on the achievement of key strategic initiatives that tie to our long-term strategy. For each season, 75% of the target payout opportunity was based on a financial performance goal while 25% was based on an operational performance goal.

Financial Performance Goal (75% Weighting).The financial performance goals under the short-term cash incentive program for ~~2016~~2019 were based on operating income, subject to adjustments for certain extraordinary items. ~~Operating~~We continue to use operating income ~~is used~~as a financial performance goal because it is a performance measure over which executives can have significant impact, and is also directly linked to the Company’s seasonal operating plans and long-range plan. ~~There~~The financial goal continues to have a threshold, target, and maximum payout which allows participating executives to double the incentive payout associated with achievement of the financial goal if the maximum operating income goal is achieved.

Adjustments to operating income in 2019 were nomade for the purpose of excluding expense associated with the departure of certain of our executives, the impact of our corporate restructuring, and the impairment of intangible assets, which is consistent with adjustments reflected in supplemental non-GAAP financial information publicly reported by the Company. The Company provides supplemental non-GAAP financial information to exclude non-core operating items that may not be indicative of, or are unrelated to, our underlying operating results and that we believe provide a better baseline for analyzing trends. See Appendix A for adjustments made for non-core operating items in ~~2016~~2019 for purposes of determining whether the performance targets had been achieved.

Operational Performance Goal (25% Weighting). The operational performance goals under the short-term cash incentive program for 2019 were (1) for the Spring season based on increases in retail store conversion rate and customer acquisition and retention, and (2) for the Fall season based on an increase in Q4 comparable sales. The Spring operational goal was binary and paid out at target only; the Fall operational goal had a threshold, target, and maximum payout.

The Committee sets the performance goals atnear the beginning of each six-month season based on an analysis of (i) historical performance, (ii) internal financial plans, (iii) strategic objectives, and ~~(iii)~~(iv) general economic conditions.

~~The~~Both financial and operational performance goals are set at the same targets for all leadership in the business. We believe it is important to have all members of leadership working ~~toward~~towards the same goals and that those goals are clear, understandable, and within their control.

The target cash incentive compensation opportunity for each eligible executive is set at a percentage of base salary. 40% of each executive’s target bonus is allocated to the six-month Spring season and 60% is allocated to the six-month Fall season which is intended to align with the seasonality in our business where a higher portion of our net sales and net income are typically realized in the six-month Fall season due primarily to the impact of the holiday season.

For ~~2016,~~2019, the amount of performance-based cash incentive opportunity for participating executives ranged from zero to ~~double~~175% of their incentive target in Spring, and from zero to 200% of their incentive target in Fall, based upon the extent to which the performance goals were ~~achieved or exceeded.~~achieved. The threshold, target, and maximum short-term performance-based cash incentive payout opportunities for our NEOs for ~~2016~~2019 are set forth in the “Grants of Plan-Based Awards” table on page ~~49.~~51.

Mr. Kornberg’s target cash incentive compensation opportunity was increased from 120% to 130% in 2016. This was a merit and market-based increase made in connection with other changes to Mr. Kornberg’s compensation package to increase target total direct compensation for Mr. Kornberg to approximately the median of the Company’s peer group based on market data at the time. Mr. Pericleous’ target cash incentive compensation opportunity was increased from 50% to 60% in 2016. This was a merit and market-based increase made in connection with other changes to Mr. Pericleous’ compensation package to increase his total direct compensation to closer to the median of the Company’s peer group.

www.express.com

Executive Compensation

The target cash incentive compensation opportunity as a percentage of base salary in effect for 2019 for each of our NEOs ~~for 2016~~employed with us as of February 1, 2020 is shown below:

Annual Short-Term Cash Incentive Payout Opportunity at Target (as a % of Base Salary)
Name 2015 Changes to Short-Term Cash Incentives During 2016 2016
David Kornberg 120% In March 2016, Mr. Kornberg received a merit and market-based increase from 120% to 130%. 130%
Matthew Moellering 85% No change in 2016. 85%
John J. (“Jack”) Rafferty 65% No change in 2016. 65%
Colin Campbell 60% No change in 2016. 60%
Periclis (“Perry”) Pericleous 50% In March 2016, Mr. Pericleous received a merit and market-based increase from 50% to 60%. 60%

Annual Short-Term Cash Incentive Payout Opportunity at Target (as a % of Base Salary)
Name	2018	Changes to Short-Term Cash Incentives During Fiscal 2019	2019
Tim Baxter	n/a	Mr. Baxter was appointed CEO and joined the Company in June 2019.	130%
Matthew Moellering	85%	Mr. Moellering served as interim CEO and interim President, while continuing to serve as EVP and Chief Operating Officer, until Mr. Baxter was appointed to CEO in June 2019. Mr. Moellering was appointed to President and Chief Operating Officer in September 2019.	90%
Malissa Akay	n/a	Ms. Akay was appointed EVP and Chief Merchandising Officer and joined the Company in September 2019.	75%
Sara Tervo	n/a	Ms. Tervo was appointed EVP and Chief Marketing Officer and joined the Company in September 2019.	75%
Periclis (“Perry”) Pericleous	65%	No change in 2019.	65%

Final payout amounts for each six-month season are approved by the Committee at its first regularly scheduled in-person Committee meeting following the end of each six-month operating season and are paid out to executives after such approval.

2019 Short-Term Cash Incentive Compensation Goals and Results

Spring Season (40% weighting)

Financial Performance Goals (75% weighting). The following table illustrates ~~that~~the financial performance goals and actual payout levels for ~~2016,~~the six-month Spring season for our continuing NEOs (Mr. Moellering and Mr. Pericleous). Our performance targets are intended to be challenging and the financial target goal for the Spring season was set significantly higher than the prior Spring season’s actual results. Based on the Company’s Spring season financial performance, the operating income ~~for each six-month operating season was below the threshold~~ goal ~~set by the Committee. Accordingly, no amounts were paid to our NEOs~~did not pay out under the Company’s seasonal short-term cash incentive program ~~in 2016.~~for the 2019 Spring season.

No Payout

~~www.express.com~~

Weighting

Threshold

Goal

Target Goal

Maximum

Goal

Actual

Performance

Actual Payout

Adjusted Operating Income

~~Table of Contents~~

~~Executive Compensation~~ 75%

$4M

$12M

$21M

$(21M)

No Payout

~~Performance Period~~

~~Performance~~
~~Metric~~

~~Threshold~~
~~Goal~~

~~Target Goal~~

~~Maximum~~
~~Goal~~

~~Actual~~
~~Performance~~

~~Actual Compensation~~
~~Awarded~~

~~Spring Season 2016 (40% weighting)~~

~~Operating Income~~

~~$70M~~

~~$77M~~

~~$85M~~

~~$49.7M~~

~~No Payout~~

~~Fall Season 2016 (60% weighting)~~

~~Operating Income~~

~~$137M~~

~~$144M-$147M~~

~~$168M~~

~~$53.9M~~

~~No Payout~~

~~2017 Short-Term Cash Incentive Compensation~~

~~Based on a competitive review and peer group practices, in 2017, our seasonal short-term performance-based cash incentive compensation program will contain a financial goal for each~~Operational Performance Goals (25% weighting). Spring season ~~as well as an~~ operational ~~goal. For each season, 75% of the target payout opportunity will be based on an operating income goal and 25% will be based on an operational goal. For Spring 2017, the operational goal is~~goals were tied to ~~cost savings initiatives~~increases in retail store conversion rate and ~~will also be subject to a minimum performance hurdle based on EBITDA.~~customer acquisition and retention. The operational goal is binary and ~~will pay~~pays out at target only and only if ~~the cost savings initiative and the minimum performance hurdle is~~all goals are achieved. ~~The financial goal will continue to have a threshold, target, and maximum payout which will allow participating executives to double the incentive payout associated with achievement~~Neither of the ~~financial~~Spring operational goals were achieved and thus the operational goal ifdid not pay out under the ~~maximum operating income goal is achieved. In previous years, the maximum payout under the~~Company’s seasonal short-term cash incentive program for the 2019 Spring season.

Because of the limited impact our new CEO could have on the Spring performance period, Mr. Baxter’s Spring incentive compensation opportunity was ~~200%~~guaranteed at the greater of ~~target. For 2017,~~actual achievement or 100% of target, pro-rated based on his June 2019 start date.

Fall Season (60% weighting)

Financial Performance Goals (75% weighting). The following table illustrates the ~~maximum total~~financial performance goals and actual payout levels for the six-month Fall season for our continuing NEOs (Mr. Moellering and Mr. Pericleous). Our performance targets are intended to be challenging and the financial target goal for the Fall season was set significantly higher than the prior Fall season’s actual results. Based on the Company’s Fall season financial performance, the operating income goal did not pay out under the Company’s seasonal short-term cash incentive program ~~is reduced to 175% because~~for the 2019 Fall season.

Performance Metric

Weighting

Threshold

Goal

Target Goal

Maximum

Goal

Actual

Performance

Actual Payout

Adjusted Operating Income

75%

$21.5M

$36M

$49M

$10M

No Payout

EXPRESS Notice of 2020 Annual Meeting of Stockholders

Executive Compensation

Operational Performance Goals (25% weighting). Fall season operational goals were based on an increase in Q4 comparable sales. The operational goal has a threshold, maximum, and target payout. The Fall operational goal was not achieved and thus the operational goal ~~metric does~~did not pay out ~~above~~under the Company’s seasonal short-term cash incentive program from the 2019 Fall season. The following table illustrates the operational performance goal and payout levels for the six-month Fall season for our continuing NEOs (Mr. Moellering and Mr. Pericleous).

Performance Metric

Weighting

Threshold

Goal

Target Goal

Maximum

Goal

Actual

Performance

Actual Payout

Q4 Consolidated

Comparable Sales

25%

+1%

+2%

+3%

(3%)

No Payout

Because of the limited impact our new CEO and new NEOs could have on the Fall performance period, the Fall incentive compensation opportunity for each of Mr. Baxter, Ms. Akay, and Ms. Tervo was guaranteed at the greater of actual achievement or 100% of target.

2020 Short-Term Cash Incentive Compensation

Target cash incentive compensation opportunity as a percentage of base salary is expected to remain the same for ~~each NEO~~our NEOs in ~~2017, except that~~2020. The ongoing COVID-19 crisis and its impact on the economy and our business will be taken into account in ~~March 2017~~setting the ~~Committee approved a market-based increase for Mr. Pericleous from 60% to 65%.~~design and targets of our seasonal short-term cash incentive compensation program in 2020.

www.express.com

Executive Compensation

Long-Term Incentives

For ~~2016,~~2019, the Committee and Board determined that our NEOs would receive a mix of long-term ~~equity~~ incentives comprised of the ~~following:~~following (excluding one-time make-whole equity awards granted to Mr. Baxter and Ms. Akay):

~~Fiscal 2016~~
~~Long-Term Equity Incentive Awards~~

Our long-term ~~equity~~ incentive awards are generally intended to accomplish the following main objectives: (1) create a direct correlation between the Company’s financial performance and stock price and compensation paid to our NEOs; (2) retention of our NEOs; (3) assist in building equity ownership of our NEOs to increase alignment with long-term stockholder interests; (4) attract and motivate key associates; (5) reward participants for performance in relation to the creation of stockholder value; and (6) deliver competitive levels of compensation consistent with our compensation objectives. The total grant date fair value of awards for our NEOs are determined on a position-by-position basis using market data for corresponding positions in our peer group and other relevant market survey data, the individual’s job responsibilities, and individual performance.

Executives are generally granted ~~equity-based~~long-term incentive awards as part of our annual merit review process. During this process, the Committee determines the appropriate overall value and mix of ~~equity-based~~long-term incentive grants for ~~the~~our NEOs. For more information on our executive compensation practices, including the annual merit review process and the objectives and factors considered by the Committee as part of the executive compensation decision making process, see “—Executive Compensation Practices—“Determining Compensation for the ~~CEO~~CEO” and ~~Determining~~“Determining Compensation for the Other NEOs” beginning on page ~~42.~~45.

~~EXPRESS~~~~Notice of 2017 Annual Meeting of Stockholders~~		37

~~Table~~2019 Updates to Long-Term Incentive Award Program

Modification of ~~Contents~~Long-Term Incentive Mix. While performance-based awards continue to represent 50% of the annual long-term incentive grant, to help manage share usage and overhang, in 2019 performance-based long-term incentive awards were delivered in the form of performance-based cash (in 2018, half of the performance-based awards were delivered in the form of performance-based restricted stock units). As a result, long-term incentives in 2019, excluding one-time make-whole equity awards, were comprised as follows:

~~Executive Compensation~~

For our CEO: 50% performance-based cash and 50% stock options with time-based vesting.

For our other NEOs: 50% performance-based cash and 50% restricted stock units with time-based vesting.

Inclusion of Share Price Hurdle~~2016~~. Performance-based long-term incentive awards continue to be dependent on the achievement of challenging 3-year Adjusted EPS performance targets which may be increased or decreased by 20% based on Relative TSR. In addition,2019 long-term performance-based incentive awards will not pay out if the Company’s closing stock price at the end of the three-year performance period (measured based on a 90-day moving average) has declined from the closing stock price on the grant date.

2019 Stock Options

In ~~2016,~~July 2019, the Company granted our ~~NEOs~~new CEO Mr. Baxter the non-qualified stock options set forth in the ~~“Grants~~Grants of Plan Based ~~Awards”~~Awards table on page ~~49. One-fourth~~51. Approximately one-half of the stock options are scheduled to vest ratably on each of ~~April~~July 15, ~~2017, 2018, 2019,~~2020, 2021, 2022, and ~~2020,~~2023, and the remaining one-half of the stock options will vest on July 15, 2021 subject to continued employment with the Company. No stock options were granted to our other NEOs in 2019.

The exercise price for stock options is set at the most recent closing trading price ~~prior~~ to the grant date. Options vest over multiple years and are exercisable for ten years after grant, which furthers stockholder alignment by encouraging a focus on long-term growth and stock performance.

~~2016~~2019 Time-Based Restricted Stock Units

In ~~2016,~~2019, the Company granted our NEOs the time-based restricted stock units set forth in the ~~“Grants~~Grants of Plan Based ~~Awards”~~Awards table on page ~~49. One-fourth~~51.

For Mr. Moellering and Mr. Pericleous, one-fourth of the restricted stock units are scheduled to vest on each of April 15, ~~2017, 2018, 2019,~~2020, 2021, 2022, and 2023, subject to continued employment with the Company.

EXPRESS Notice of 2020 Annual Meeting of Stockholders

Executive Compensation

•

For Mr. Baxter, all of the restricted stock units are scheduled to vest on July 15, 2021, subject to continued employment with the Company, and were granted to Mr. Baxter as a make-whole award.

For Ms. Akay and Ms. Tervo, one-fourth of the restricted stock units are scheduled to vest on each of September 15, 2020, 2021, 2022, and 2023, except for a portion of restricted stock units granted to Ms. Akay as a make-whole award which are scheduled to vest on October 31, 2020, subject to continued employment with the Company.

Performance-Based ~~Restricted Stock Units~~Awards

~~Beginning in 2014, the Committee and Board determined that~~Long-term performance-based ~~restricted stock units~~awards granted to our NEOs would be subject to performance goals over multiple years. Performance-based restricted stock units granted in 2014 were subject to two-year performance goals, and performance-based restricted stock units granted in 2015 and 2016 wereare subject to three-year Adjusted EPS performance goals.

~~Each multi-year~~ The Adjusted EPS performance goal ~~is assigned~~has a threshold goal (50% payout), target goal (100% payout), and a maximum ~~goal.~~goal (200% payout). The number and amounts of long-term performance-based ~~restricted stock units~~awards that vest is determined using straight line interpolation if Adjusted EPS over the performance period is an amount between performance goals. No portion of performance-based ~~restricted stock units~~awards are payable in the event the Company fails to achieve the threshold Adjusted EPS ~~goal. The table below shows~~goal and in addition no portion of 2019 performance-based awards will pay out if the ~~payout and vesting status~~Company’s closing stock price at the end of ~~these awards.~~the three-year performance period (measured based on a 90-day moving average) has declined from the closing stock price on the grant date. Outstanding performance-based awards are also subject to a TSR modifier such that payouts may be increased or decreased by 20% based upon Relative TSR.

~~Performance-based restricted stock units granted to our NEOs~~
~~Performance Period~~	~~Performance Measure~~	~~Payout~~	~~Vesting Terms~~
~~Fiscal 2016-Fiscal 2018~~	~~3-year Adjusted EPS~~	~~No payout expected.~~	~~Any performance-based restricted stock units that are earned are scheduled to vest in April 2019.~~
~~Fiscal 2015-Fiscal 2017~~	~~3-year Adjusted EPS~~	~~Performance-based restricted stock units trending to pay out between threshold and target levels.~~	~~Any performance-based restricted stock units that are earned are scheduled to vest in April 2018.~~
~~Fiscal 2014-Fiscal 2015~~	~~2-year Adjusted EPS~~	~~Performance-based restricted stock units were earned slightly above threshold level at 76.7% of target.~~	~~One-half vested in April 2016 and the remaining half will vest in April 2017.~~

For grant and vesting purposes, “Adjusted EPS” means the Company’s diluted earnings per share calculated in accordance with GAAP, adjusted to exclude the impact of any non-core operating costs consistent with past practice for debt extinguishment and one-time transaction costs. The Company provides supplemental non-GAAP financial information to exclude non-core operating items that may not be indicative of, or are unrelated to, our underlying operating results and that we believe provide a better baseline for analyzing trends. Refer to Appendix A ~~to this proxy statement~~ for more information on Adjusted EPS, a non-GAAP measure, and a reconciliation of Adjusted EPS for ~~2015~~2017, 2018, and ~~2016~~2019 to reported EPS, the most directly comparable GAAP measure. ~~No adjustments were made~~

The table below summarizes the performance-measure, award mix, and payout status of the performance-based long-term incentive awards granted to ~~EPS~~our NEOs in ~~2014.~~each of 2019, 2018, and 2017.

Performance-based awards granted to our NEOs
Performance Period	Performance Measure	Award Mix	Payout	Vesting Terms
Fiscal 2019-Fiscal 2021	3-year Adjusted EPS with a Relative TSR modifier⁽¹⁾ and Share Price Hurdle⁽²⁾	100% performance-based cash	As of the end of fiscal 2019, the Company has recorded compensation expense associated with these awards based on an earn-out percentage at the target payout level, however financial performance must significantly improve in order for these awards to pay out at target.	Any performance-based awards that are earned are scheduled to vest in April 2022.
Fiscal 2018-Fiscal 2020	3-year Adjusted EPS with a Relative TSR Modifier⁽¹⁾	50% performance-based restricted stock units and 50% performance-based cash	No payout expected.	Performance-based awards that are earned, if any, are scheduled to vest in April 2021.
Fiscal 2017-Fiscal 2019	3-year Adjusted EPS	100% performance-based restricted stock units	No payout.	All performance-based restricted stock units were forfeited.

(1)

Relative TSR is measured for the applicable performance period based upon the change in each company’s stock price during that period. Stock prices are adjusted for dividends paid. A 20-day trading averaging period is used to determine the beginning and ending stock price values used to calculate the total shareholder return of the Company and the other companies in the Dow Jones U.S. Retail Apparel Index (“Index”). The change in value from the beginning to the end of the period is divided by the beginning value to determine total shareholder return. The Company’s total shareholder return is compared to the total shareholder return of other companies in the Index, ranked by percentile, to determine whether to modify payout for the applicable performance period based on Adjusted EPS. Modification of the payout amount is based on the Company’s percentile rank within the Index. No modifications are made if Company TSR falls between the 25th and 75th percentile of the Index. Payouts are decreased by 20% if Company TSR is below the 25th percentile of the Index and payouts are increased by 20% if Company TSR exceeds the 75th percentile of the Index except that payouts are capped at 200% of target.

(2)

Share price will be measured by comparing the sales price reported for the Company’s common stock on the last day of the performance period, based on the 90-day moving average stock price prior to such date, to the last sales price reported for the Company’s common stock as of the trading day immediately prior to the date of grant. Performance-based cash awards will not pay out if the Company’s closing stock price at the end of the three-year performance period has declined from the closing stock price on the grant date.

More detailed information regarding performance-based long-term incentive awards granted in each of 2017, 2018, and 2019, including how Company performance is tracking relative to performance targets, is provided below.

www.express.com

Executive Compensation

~~2016~~2019 Performance-Based ~~Restricted Stock Units~~Awards

In ~~2016,~~2019, the Company granted our NEOs ~~the~~ performance-based ~~restricted stock units~~awards comprised of performance-based cash. The performance-based cash awards are set forth in the ~~“Grants~~Grants of Plan Based ~~Awards”~~Awards table on page ~~49 that~~51 and have performance goals based on Adjusted EPS measured over a ~~three-year~~3-year performance period commencing on the first day of the Company’s ~~2016~~2019 fiscal year and ending on the last day of the Company’s ~~2018~~2021 fiscal ~~year.~~year, and may be increased or decreased by 20% based on Relative TSR during the 3-year performance period. No performance-based cash awards will pay out if the Company’s closing stock price at the end of the three-year performance period (measured based on a 90-day moving average) has declined from the closing stock price on the grant date. Any performance-based ~~restricted stock units~~cash awards that are earned based on the achievement of performance goals are scheduled to vest in April ~~2019.~~2022.

To better align with market practices, in 2016, the Committee modified the threshold and maximum payout levels for the Company’s performance-based restricted stock units. The updated payout structure became effective for grants of performance-based restricted stock units granted in 2016. The following chart identifies the performance metric, performance levels, the performance levels as a percentage of the target goal, and corresponding payouts as a percentage of the target performance-based restricted stock unit grant for the Company’s performance-based restricted stock unit awards granted in 2016.

38		~~www.express.com~~

~~Table of Contents~~

~~Executive Compensation~~

~~Performance Metric:~~	~~Performance Level~~	~~Company Performance~~ ~~(as a % of target)~~	~~% of Performance~~ ~~Shares Earned~~
~~2016-2018 Adjusted EPS~~	~~Below Threshold~~	~~Less than 80%~~	~~0% of target grant~~
	~~Threshold~~	~~80%~~	~~50% of target grant~~
	~~Target~~	~~100%~~	~~100% of target grant~~
	~~Maximum~~	~~120% or higher~~	~~200% of target grant~~

The three-year cumulative Adjusted EPS target goal was based on the Company’s strong Adjusted EPS performance in 2015 of $1.45 and represents approximately double digit percent EPS growth in each year of the 2016-2018 performance period.

The Company had Adjusted EPS of $0.81 in fiscal 2016, the first year of the three-year performance period, which was approximately 45% below 2015. Even if the Company achieves the high point of its EPS guidance for 2017 of $0.73, it would need a year-over-year increase in EPS of greater than 300% in 2018 in order to just reach the threshold goal for this award. Therefore, no performance-based restricted stock units are expected to be earned under this award.

~~2015 Performance-Based Restricted Stock Units~~

In 2015, our NEOs, excluding Mr. Pericleous who was not CFO at the time, were granted performance-based restricted stock units that were subject to performance goals based on the Company’s Adjusted EPS measured over the three-year period commencing on the first day of the Company’s 2015 fiscal year and ending on the last day of the Company’s 2017 fiscal year. Any performance-based restricted stock units that are earned based on the achievement of performance goals are scheduled to vest in April 2018.

The following chart identifies the performance metric, performance levels, the performance levels as a percentage of the target goal, and corresponding payouts as a percentage of the target performance-based ~~restricted stock unit~~award grant for the Company’s performance-based ~~restricted stock unit~~cash awards granted in ~~2015.~~2019.

Performance Metric:	Performance Level	Company Performance (as a % of target)	% of Performance ~~Shares~~ Awards Earned
~~2015-2017~~ 2019-2021 Adjusted ~~EPS~~EPS; Relative TSR Modifier; Share Price Hurdle	Below Threshold	Less than ~~75%~~80%	0% of target grant
	Threshold	~~75%~~ 80%	~~75%~~ 50% of target grant
	Target	100%	100% of target grant
	Maximum	~~125%~~ 120% or higher	~~125%~~ 200% of target grant

~~The three-year cumulative~~

Adjusted EPS ~~target goal~~ was ~~based on the Company’s~~$(0.13) in 2019. Cumulative Adjusted EPS ~~performance~~ in ~~2014 of $0.81 per share,~~2020 and ~~represents approximately double digit percent EPS growth in each year of the 2015-2017 performance period.~~

The Company had adjusted EPS of $1.45 per share in fiscal 2015, a 79% increase over 2014, and adjusted EPS of $0.81 per share in fiscal 2016, approximately a 45% decrease from 2015. The Company will need an Adjusted EPS of $1.16 in 20172021 must equal at least $0.77 in order ~~to achieve~~for the ~~three-year target set for this award. These~~2019 performance-based cash awards ~~are trending~~ to pay out ~~between~~at the threshold level, subject to modification based on Relative TSR and ~~target levels.~~forfeiture based on share price. Company TSR in 2019 was -12.1% and its percentile ranking among the other companies in the Index was at the 55th percentile.

~~2014~~

2018 Performance-Based ~~Restricted Stock Units – Goals and Results~~Awards

In ~~March 2014,~~2018, the Company granted our then current NEOs ~~excluding Mr. Pericleous who was not CFO at the time, were granted~~performance-based awards comprised of 50% performance-based restricted stock units ~~that were subject to~~and 50% performance-based cash. The performance awards have performance goals based on ~~the Company’s~~ Adjusted EPS measured over ~~the two-year~~a 3-year performance period commencing on the first day of the Company’s ~~2014~~2018 fiscal year and ending on the last day of the Company’s ~~2015~~2020 fiscal ~~year.~~

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~		39

~~Table~~year, and may be increased or decreased by 20% based on Relative TSR during the 3-year performance period. Any performance-based awards that are earned based on the achievement of ~~Contents~~performance goals are scheduled to vest in April 2021

~~Executive Compensation~~

The following ~~table shows~~chart identifies the performance metric, performance levels, the performance levels as a percentage of the target goal, ~~actual performance goals,~~ and ~~the actual~~corresponding payouts as a percentage of the target performance-based award grant for the Company’s performance-based restricted stock unit awards and performance-based cash awards granted in 2018.

Performance Metric:	Performance Level	Company Performance (as a % of target)	% of Performance Awards Earned
2018-2020 Adjusted EPS; Relative TSR Modifier	Below Threshold	Less than 80%	0% of target grant
	Threshold	80%	50% of target grant
	Target	100%	100% of target grant
	Maximum	120% or higher	200% of target grant

Adjusted EPS was $0.32 in 2018 and $(0.13) in 2019. Adjusted EPS must equal at least $0.89 in 2020 in order for the 2018 performance-based awards to pay out at the threshold level. Company two-year TSR in 2018-19 was -37.1 % and its percentile ranking among the other companies in the Index was at the 39th percentile. These awards are not expected to pay out.

2017 Performance-Based Restricted Awards

In 2017, the Company granted our then current NEOs performance-based restricted stock units that were ~~earned based upon achievement of the performance goals.~~

Performance Metric:       Below
Threshold       Threshold
Goal       Target
Goal       Maximum
Goal       Actual
Performance
2014-2015 Adjusted EPS <$2.21 $2.21 $2.95 $3.69 $2.26
% of Performance Shares Earned 0% 75% 100% 125% 76.7%

~~One-half of the performance-based restricted stock units that were earned based on achievement of the performance goals vested on April 15, 2016 and the remaining half vested on April 15, 2017.~~

~~2017 Long-Term Equity Incentive Compensation~~

In March 2017, our NEOs were granted a mix of long-term equity awards comprised of (i) 50% performance-based restricted stock units; (ii) 35% time-based restricted stock units; and (iii) 15% stock options.

~~One-fourth of the stock options and one-fourth of the time-based restricted stock units are scheduled to vest on each of April 15, 2018, 2019, 2020, and 2021,~~ subject to ~~continued employment with the Company.~~

~~The design of the 2017 performance-based restricted stock awards are the same as for 2016 with payout~~performance goals based on Adjusted EPS ~~for the~~measured over a three-year performance period commencing on the first day of the Company’s 2017 fiscal year and ending on the last day of the Company’s 2019 fiscal ~~year, compared~~year. The threshold Adjusted EPS goal was $1.94. It was not achieved so awards were completely forfeited.

2020 Long-Term Incentive Compensation

For 2020, the long-term incentive program will continue to have 50% of its award value dependent on the ~~performance goals established by the Committee. The performance-based restricted stock units that are earned based on~~ achievement of ~~the performance goals are scheduled to vest on April 15, 2020, subject to continued employment with the Company.~~

~~CEO REALIZABLE PAY~~

The following chart shows realizable total direct compensation (“TDC”) at target and actual for Mr. Kornberg in 2015 and 2016. Mr. Kornberg was promoted to CEO in January 2015. For 2016, the chart details the significant difference between realizable TDC at target versus actual realizable TDC, which further illustrates the rigor of our challenging performance targets, ~~which serve~~consistent with our pay for performance philosophy, with the performance-based portion of the long-term incentive awards comprised of entirely performance-based cash awards in order to ~~strongly align~~ help manage share usage and overhang. The ongoing COVID-19 crisis and its impact on the economy and our business will be taken into account in setting the 3-year financial goals for the long-term performance-based cash awards granted in 2020 under our long-term compensation program.

EXPRESS Notice of 2020 Annual Meeting of Stockholders

Executive Compensation

CEO REALIZABLE PAY

In previous years we have separately shown CEO Realizable Pay to highlight our compensation program’s strong pay ~~with~~for performance alignment. While CEO Realizable Pay may be useful to show in the future, given Mr. Baxter’s one-time make-whole and hiring related awards, the alignment between our executive compensation program and the Company’s financial ~~performance.~~

~~Realizable TDC~~performance is ~~comprised~~better shown by reviewing the information below which shows how our compensation program paid out or is tracking to pay out for our continuing NEOs and other executives at the end of ~~base salary, short-term~~2019.

Short-term annual cash incentives paid out at 0% of target for both Spring and ~~long-term~~Fall seasons in 2019.

Long-term performance-based awards are subject to three-year performance periods and generally vest based on challenging Adjusted EPS performance goals during the performance period; stock option and time-based restricted stock unit values reflect the performance of Company stock.

2017: Performance-based restricted stock units granted to our then-current NEOs in 2017 were entirely forfeited. In addition, stock options that were granted are significantly underwater and time-based restricted units are currently worth much less than their grant date value.

2018: Performance based awards granted to our then-current NEOs in 2018, comprised of half performance-based restricted stock units and half performance-based cash, are not expected to pay out. In addition, time-based restricted stock units are currently worth much less than their grant date value. No stock options were granted to our NEOs in 2018.

2019: Performance-based cash awards granted in 2019 to our current NEOs, comprised entirely of performance-based cash, will only pay out if Adjusted EPS performance significantly improves over the next two years.

www.express.com

Executive Compensation

ONE TIME MAKE-WHOLE AND HIRING RELATED AWARDS

In 2019 we made significant organizational changes that we believe will return the business to growth. One of our key accomplishments was the hiring of Timothy Baxter as our new Chief Executive Officer effective June 17, 2019. One of Mr. Baxter’s first priorities as Chief Executive Officer was to form a new executive leadership team which included the hiring of Malissa Akay as Executive Vice President and Chief Merchandising Officer and Sara Tervo as Executive Vice President and Chief Marketing Officer in September 2019.

In order to compensate our new executives for cash bonus awards and equity ~~incentives (“LTI”). Actual realizable TDC is intended~~awards forfeited from their previous employers, the Company granted the following one-time make-whole and hiring related awards to ~~measure the actual~~our new executives in 2019. The amount of ~~pay Mr. Kornberg can expect to receive~~each make-whole award was determined based on amounts forfeited from ~~his base salary~~each executive’s prior employer.

Tim Baxter

Chief Executive Officer

Malissa Akay

Executive Vice President and Chief Merchandising Officer

Sara Tervo

Executive Vice President and Chief Marketing Officer

• $3,000,000 buy-out equity grant, comprised of one-half time-based restricted stock units and one-half stock options, that each cliff vest on July 15, 2021.

• $925,000 buy-out cash bonus award.

• $250,000 sign-on cash bonus

• $120,000 buy-out grant comprised of time-based restricted stock units that cliff vest on October 31, 2020.

• $250,000 sign-on cash bonus

For more information regarding one-time make-whole and ~~performance-based compensation awards. Actual realizable TDC consists of base salary plus actual cash bonus payouts and the actual amount of pay delivered from equity~~hiring related awards, including a current estimate of value for awards that have either not yet vested or have not yet been earned. Realizable TDC is supplemental information and should not be considered a substitute for information insee the Summary Compensation Table on page ~~47.~~49. For information on the vesting treatment of make-whole awards upon termination see “Employment Related Agreements” beginning on page 56 and “Potential Payments Upon Termination and Change-in-Control” beginning on page 59.

~~For 2016, actual realizable TDC varied significantly from~~SPECIAL RETENTION AWARD

In February 2019, the ~~total compensation reported~~Company granted a $100,000 special cash retention award (“Retention Award”) to Mr. Pericleous, Senior Vice President and Chief Financial Officer, given his key role in the ~~Summary Compensation Table because~~Company’s leadership transition. Pursuant to the ~~Summary Compensation Table requires the inclusion of the grant date fair value of the performance-based restricted stock units granted~~Retention Award, $100,000 was paid to Mr. ~~Kornberg~~Pericleous in ~~2016 at target, even though~~February 2019. In the event Mr. ~~Kornberg is not expected~~Pericleous voluntarily terminated his employment with the Company on or prior to ~~earn any of these performance-based restricted stock units based on the Company’s Adjusted EPS~~February 19, 2020 without Good Reason (as defined in ~~2016, the first year of the three-year performance period.~~

~~Furthermore, the Summary Compensation Table reports the grant date fair value of stock options as calculated in accordance with GAAP, while actual realizable TDC reflects any amounts actually received~~Mr. Pericleous’ Amended and Restated Severance Agreement) or if Mr. Pericleous’ employment was terminated by the ~~CEO through~~Company with Cause (as defined in Mr. Pericleous’ Amended and Restated Severance Agreement), then Mr. Pericleous would have been required repay to the ~~exercise~~Company $100,000 within ten calendar days of ~~stock options plus~~his last day of employment with the ~~estimated fair value of outstanding and unexercised stock options as of fiscal year end.~~Company.

40		~~www.express.com~~

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~~Executive Compensation~~

Realizable TDC at Target Actual Realizable TDC
Elements of TDC    2015 CEO
Compensation    2016 CEO
Compensation      Elements of TDC    2015 CEO
Compensation    2016 CEO
Compensation
Annual Cash Annual Cash
Base Salary            $ 900,000            $ 1,000,000 Base Salary             $ 900,000             $ 1,000,000
Target Bonus $ 1,080,000 $ 1,300,000 Actual Bonus Paid⁽¹⁾ $ 2,160,000 $ 0
       Sub-Total $ 1,980,000 $ 2,300,000        Sub-Total $ 3,060,000 $ 1,000,000
LTI Grant Values LTI Realized Values
Options⁽¹⁾ $ 593,917 $ 749,949 Options $ 0 $ 0
Restricted Shares/Units⁽¹⁾ $ 1,399,998 $ 1,749,990 Restricted Shares/Units $ 420,070 $ 0
Performance Shares/Units⁽¹⁾ $ 1,999,998 $ 2,499,995 Performance Shares/Units $ 0 $ 0
       Sub-Total $ 3,993,914 $ 4,999,934        Sub-Total $ 420,070 $ 0
LTI Unrealized Values
Options⁽²⁾ $ 205,415 $ 185,415
Restricted Shares/Units⁽²⁾ $ 654,000 $ 839,399
Performance Shares/Units⁽²⁾ $ 1,083,758 $ 0
       Sub-Total $ 1,943,173 $ 1,024,814
Total TDC $ 5,973,914 $ 7,299,934 Total TDC $ 5,423,243 $ 2,024,814
% of Target TDC 91% 28%

~~(1)~~	~~Reflects amounts disclosed in the Summary Compensation Table on page 47 for the applicable fiscal year.~~
~~(2)~~	Reflects awards disclosed in the Outstanding Equity Awards at Fiscal Year-End table on page 50 and displayed by grant year. Time-based restricted stock units and performance-based restricted stock units are valued using the fiscal year end stock price of $10.14 as of January 27, 2017. The value for the performance-based restricted stock units is based on the compensation expense that the Company has recorded in association with these awards which as of the end of the 2016 fiscal year estimated an earnout percentage of 87% of target for the 2015 awards and 0% of target for the 2016 awards. The values shown for options reflect the Black-Scholes value with share price, volatility, expected term, and risk free rate assumptions as of the Company’s fiscal year end as follows:
	●~~Fiscal year end stock price of $10.14 as of January 27, 2017.~~ ●~~Volatility of 43.2%, which represents the assumption used for fiscal year 2016 awards.~~ ●Expected term of 5.1 years and 6.0 years for the 2015 and 2016 awards, respectively. This value was calculated by multiplying the ratio of the expected term at grant divided by the original term to the remaining term at January 27, 2017. ●~~Risk free rate of 1.94% for the 2015 and 2016 awards. These values reflect the yield as of January 27, 2017 of a U.S. Treasury with a term closest to the expected term of the option.~~

ADDITIONAL EXECUTIVE BENEFITS

We provide our executive officers with benefits that the Committee believes are reasonable and in the best interests of the Company and its stockholders. Consistent with our compensation objectives, we provide benefits for our executive officers, including retirement plans, life insurance benefits, housing relocation benefits, and paid time off. The Committee, in its discretion, may revise, amend, or add to an officer’s executive benefits if it deems it advisable. We believe these benefits are generally equivalent to benefits provided by comparable companies. ~~We do not provide any executive with special perquisites.~~

We have no current plans to materially change the levels of benefits we provide.

Retirement Plan Benefits

We do not sponsor a defined benefit retirement plan as we do not believe that such a plan best serves the needs of our associates or the Company at this time. We do sponsor a tax-qualified ~~defined contribution retirement plan and a non-qualified~~ defined contribution retirement plan. Participation in the qualified plan is available to associates who meet certain age and service ~~requirements. Participation in the non-qualified plan is made available to associates who meet certain age, service,~~requirements and ~~job level requirements. Our~~our executive officers participate in ~~these plans~~the qualified plan based on these requirements.

~~EXPRESS~~~~Notice of 2017 Annual Meeting of Stockholders~~		41

~~Table of Contents~~

~~Executive Compensation~~

Qualified Retirement Plan

~~The~~Our qualified retirement plan is available to all eligible associates, including executive officers, and allows them to elect contributions up to the maximum limits allowable under Section 401(k) of the Code. We match 100% of associate deferrals, up to 4% of compensation not in excess of the IRS ~~Qualified Plan Maximum Compensation Limit.~~maximum compensation limit. Associates’ contributions and Company matching contributions vest immediately. Please refer to footnote 611 to the Summary Compensation Table on page 4750 for details of Company contributions.

~~Non-Qualified Deferred~~

EXPRESS Notice of 2020 Annual Meeting of Stockholders

Executive Compensation ~~Plan~~

The non-qualified deferred compensation plan is available to all director-level and above associates and is an unfunded plan which provides benefits beyond the Code limits for qualified defined contribution plans. The plan permits participating associates to elect contributions up to a maximum of 3% of compensation in excess of the IRS Qualified Plan Maximum Compensation Limit. We match 200% of associates’ contributions. The plan also permits associates to defer additional compensation of up to 75% of base salary and up to 75% of short-term cash incentive compensation of which we do not match. Associates’ accounts are credited with interest using a rate determined annually based on factors or indices, including the borrowing rates available to the Company. The interest rate for the 2016 plan year was 5.2%. Associates’ contributions and the related interest vest immediately. Company contributions and the related interest are subject to a vesting schedule where associates begin vesting after two years of service and are fully vested after six years of service. Associates generally may elect in-service distributions for the unmatched deferred compensation component only. The remaining vested portion of associates’ accounts in the plan will be distributed upon termination of employment in either a lump sum or in equal annual installments over a specified period of up to ten years as elected by the participant. Please refer to footnote 6 to the Summary Compensation Table on page 47 for details of Company contributions.

On March 21, 2017, the Company terminated the non-qualified deferred compensation plan effective March 31, 2017. Associate contributions and Company matches ceased in March 2017. Outstanding participant balances are expected to be distributed after a 12-month waiting period per Internal Revenue Service regulations regarding distributions from supplemental non-qualified plans. Interest will continue to accrue on outstanding balances until distribution.

Health and Welfare Benefits

Executive Life Insurance

We provide all executive officers with executive life insurance that offers a benefit equal to two times their annual base salary up to a maximum of $2 million.

Executive Disability Insurance

We provide all executive officers with disability coverage that provides a benefit of 100% base salary continuation for up to 365 days and then 60% of the executive’s base salary plus the annual average of the last three years of cash incentive compensation, up to a maximum benefit of $25,000 per month.

Perquisites

Personal Use of Airplane

We do not provide any executive with special perquisites except for one round trip on private aircraft between Columbus, Ohio and New York, NY in June and July of 2019, in connection with Mr. Baxter’s transition to Chief Executive Officer in order to provide flexibility during his transition to the Company, increase travel efficiencies, and allow for a more productive use of executive time. Mr. Baxter is not eligible to use private aircraft for personal travel in 2020.

Employment Agreements; Severance and Post-Employment Benefits

~~Please refer~~In connection with Mr. Baxter’s employment as our Chief Executive Officer, he entered into an employment agreement with the Company. Mr. Moellering entered into an employment agreement with the Company prior to our IPO. Their employment agreements are described under “—Employment Related Agreements” beginning on page 56.

Ms. Akay, Ms. Tervo, and Mr. Pericleous do not have employment agreements with the Company. Each have entered into a severance agreement with the Company, which are described under “—Employment Related Agreements” beginning on page 57.

In connection with Mr. Rafferty and Mr. Tilson’s termination, certain termination payments were made, as provided for in their employment agreements. These payments are described in the Summary Compensation Table on page 49 and “—Potential Payments Upon Termination and Change-in-Control” ~~beginning~~ on page ~~55 for~~62 (this section also has information regarding severance, post-employment, and ~~post-employment benefits. Please refer~~change-in-control benefits that would be made upon these events to ~~“—Employment Related Agreements” beginning on page 53 for additional information regarding severance and post-employment benefits, including amendments made to the severance provisions of~~ our ~~executive employment agreements in March 2017.~~other NEOs).

~~EXECUTIVE COMPENSATION PRACTICES~~

www.express.com

Executive Compensation

EXECUTIVE COMPENSATION PRACTICES

DETERMINING COMPENSATION FOR THE CEO

The Committee works directly with Frederic W. Cook & Co. (“F.W. Cook”) to obtain independent market data, analysis, and advice related to our CEO’s total compensation package. The Committee, together with F.W. Cook, present a recommended pay package for our CEO to the independent directors of the Board for further review, discussion, and approval. Mr. ~~Kornberg~~Baxter does not participate in any deliberations with regard to his own compensation. The Committee takes multiple factors into consideration when determining the appropriate CEO compensation package, including the CEO’s existing compensation, the Company’s performance, the CEO’s individual performance and qualifications, peer group CEO pay levels, competitor and industry performance, our compensation objectives, and our business and succession plans.

42		~~www.express.com~~

~~Table of Contents~~

~~Executive Compensation~~

DETERMINING COMPENSATION FOR THE OTHER NEOS

Each year, the Committee approves a compensation package for each of our executive officers ~~other than~~(excluding the ~~CEO,~~CEO), that is consistent with our compensation objectives. As part of the review and approval process, at the Committee’s request, our CEO and Senior Vice President of Human Resources make recommendations for the upcoming year to the Committee regarding compensation for executive officers other than for the CEO. The recommendations are based on our compensation objectives, individual and Company performance, compensation data compiled from independent third-party executive compensation surveys, publicly available data from our peer group companies, and feedback and insights from management’s compensation consultant, ~~the Hay Group,~~Meridian Compensation Partners, all of which is summarized by management and shared with the Committee.

The Committee considers individual performance when determining (i) the annual ~~merit-based~~ pay increases for NEOs, (ii) the amount of the short-term cash incentive compensation opportunity for NEOs, and (iii) the amount of the long-term incentives awarded to NEOs.

Individual performance is evaluated based upon several individualized leadership factors, including: attaining specific financial and operational objectives; building and developing individual skills and a strong leadership team; execution of the Company’s business strategy; and individual performance relative to job requirements.

The Committee has an opportunity to review, analyze, and discuss the information and recommendations with its independent compensation consultant, F.W. Cook, and outside the presence of management. The Committee gives considerable weight to the CEO’s evaluation of the other NEOs when approving other NEO compensation because of the CEO’s direct knowledge of each executive officer’s performance and contributions.

THE ROLE OF PEER COMPANIES AND BENCHMARKING

How The Peer Group is Determined.The Committee selects our peer group companies based on such factors as business focus, competition for executive talent, geographic proximity of corporate locations, size of business, and publicly available compensation data. The size of the group has been established so as to provide sufficient market data across the range of senior positions at Express. The Committee annually evaluates whether companies should be added or removed from our peer group companies. ~~No changes were made to the Company’s~~

Our peer group ~~in 2016 except that in August 2016,~~ for purposes of determining ~~executive~~2019 NEO compensation ~~for 2017, Aeropostale~~ was ~~removed after it filed for bankruptcy and Ann Inc. was removed after being acquired by Ascena Retail Group.~~

~~Our peer group is~~ comprised of the following retail companies:

Abercrombie & Fitch	~~Genesco~~ DSW	~~Tailored Brands~~ The Buckle
American Eagle Outfitters	Guess?	~~The Buckle~~
~~Ascena Retail Group~~	~~Kate Spade~~	The Children’s Place Retail Stores
~~Chico’s FAS~~ Ascena Retail Group	~~New York and Company~~ Genesco	The Finish Line
~~DSW~~ Calares	~~Stage Stores~~ RTW Retailwinds, Inc.	Urban Outfitters
Chico’s FAS	Tailored Brands	Zumiez

In September 2019, the Committee approved changes to the Company’s peer group for purposes of setting 2020 NEO compensation. These changes included removing The Finish Line, which was acquired in 2018 and for whom public disclosure is no longer available, and adding The Cato Corporation, which has market capitalization value close to the Company’s and is a peer of direct peers.

The following chart compares the Company’s revenue and market capitalization to the median revenue and market capitalization for its new peer group.

In Billions	Express	Peer Group Median
Annual Revenue*	$~~2.2B~~2.0B	$~~2.5B~~2.7B
Market Capitalization*	$~~768M~~311M	$~~1.02B~~942M

Revenue based on publicly available information for the trailing four ~~quarters as of April 10, 2017.~~quarters. Market capitalization is as of ~~January 27, 2017 (the last trading day~~December 31, 2019.

EXPRESS Notice of ~~the Company’s 2016 fiscal year).~~2020 Annual Meeting of Stockholders

Executive Compensation

How The Peer Group is Used.The Committee reviews both compensation and performance at peer companies to support its decision-making process so it can set total compensation levels that it believes are consistent with our compensation objectives to pay for performance and pay competitively. The Committee does not strictly set compensation at a given level relative to its peers (e.g., median). The pay positioning of individual executives varies based on their competencies, skills, experience, business impact, and performance, as well as internal alignment and pay relationships. Actual total compensation earned may be more or less than target compensation based on Company performance during the performance period.

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~		43

~~Table of Contents~~

~~Executive Compensation~~

STOCKHOLDER ENGAGEMENT AND ANNUAL ADVISORY VOTE ON EXECUTIVE COMPENSATION

In 2013, we afforded our stockholders the opportunity to cast an advisory vote on how often we should hold an advisory vote on executive compensation (say-on-pay). A majority of our stockholders then voted to hold a say-on-pay vote every year. Accordingly, since 2013 we have offeredWe offer our stockholders the opportunity to vote annually on the Company’s executive compensation ~~program.~~program (say-on-pay).

At our ~~2016~~2019 annual meeting of stockholders, stockholders demonstrated strong support for our ~~2015~~2018 executive compensation program with ~~over 95%~~approximately 97% of the votes cast in support of the “say-on-pay” proposal. This level of support ~~was significantly greater than the approximately 60%~~followed similarly strong support we received ~~for our executive compensation program~~ at ~~our 2015 annual meeting. The Board and its committees regularly discuss and consider feedback from our stockholders and we attribute the increased support~~each of our executive compensation program, in part, to multiple discussions with stockholders in previous years in which we gathered valuable feedback about our executive compensation program. The Committee took such feedback into account in developing Mr. Kornberg’s compensation package for 2015,2017 and ~~kept the overall design of Mr. Kornberg’s compensation package the same for 2016.~~2018 annual meetings.

Our stockholders’ views on corporate governance and executive compensation are important to us and we value and utilize the feedback and insights that we receive. ~~We reached~~Each year, as part of our annual stockholder engagement cycle, we reach out to our largest stockholders ~~again~~who collectively hold over a majority of the shares of our outstanding common stock, which generally includes approximately our 20 largest stockholders.

We received feedback from several investors that helped to inform our proposal for an approval of an amendment to the 2018 Plan to increase the number of shares available for grant. In addition, our new CEO Mr. Baxter’s ongoing compensation package in ~~2016 to gather additional~~general followed the structure of our former CEO’s compensation package, which was originally designed based in part on feedback ~~regarding~~received from stockholders on our executive compensation ~~program. Our stockholders did not raise any concerns regarding our 2016 executive compensation program and we received no requests to change anything about Mr. Kornberg’s pay package.~~in prior years.

For additional information regarding our stockholder engagement process, see “Corporate Governance—Board Practices—Stockholder Engagement,” on ~~page 23.~~pages 22-23.

THE ROLE OF THE COMMITTEE’S COMPENSATION CONSULTANT

The Committee engages its independent executive compensation consultant, F.W. Cook, to advise the Committee about our executive compensation program and practices.

The Committee has determined that the work of F.W. Cook did not raise any conflicts of interest in ~~2016.~~2019. In making this assessment, the Committee considered the independence factors enumerated in Rule 10C-1(b) under the Exchange Act, including the fact that F.W. Cook does not provide any other services to the Company, the level of fees received from the Company as a percentage of F.W. Cook’s total revenue, policies and procedures employed by F.W. Cook to prevent conflicts of interest, and whether the individual F.W. Cook advisers to the Committee own any of the Company’s stock or have any business or personal relationships with members of the Committee or our executive officers.

ANALYSIS OF RISK IN OUR COMPENSATION PROGRAM

The Committee evaluates the risks of our compensation program as part of its responsibilities. The compensation program is intended to discourage excessive risk taking by executives and associates to obtain short-term benefits that may be harmful to the Company and our stockholders inover the long term. We believe that the following elements of our compensation program discourage excessive risk taking:

Short-Term/Long-Term Incentive Mix. The mix between short-term cash incentives and long-term equity-based and performance cash incentives discourages executives and associates from maximizing short-term performance at the expense of long-term performance.

Long-Term Incentive Mix. We grant a mixture of long-term incentives, which in 2019 were comprised of one-half non-qualified stock options and one-half performance-based cash for our CEO, and one-half time-based restricted stock units and one-half performance-based cash for our other NEOs because performance-based awards alone may lead to increased risk taking and time-based equity awards alone may discourage associates from taking appropriate risks. Our stock options and time-based restricted stock units have multi-year vesting requirements and performance-based cash awards are subject to performance-based vesting conditions measured over a three-year period. Our long-term incentive awards are designed to incentivize the creation of long-term stockholder value.

Short-Term and Long-Term Incentive Program Design. In order to discourage excessive risk taking, both short-term cash incentive compensation awards and long-term performance-based incentive awards generally allow for a graduated payout instead of a win or lose payout structure. Each program has a minimum performance threshold below which no payout is earned and a maximum above which no additional payout is earned. In addition, a prorated payout may be earned based on the achievement between threshold and target or achievement between target and maximum.

●

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Executive Compensation

~~Short-Term/Long-Term Incentive Mix. The mix between short-term cash incentives and long-term equity-based incentives discourages executives and associates from maximizing short-term performance at the expense of long-term performance.~~ •
●	~~Long-Term Incentive Mix~~. We grant a mixture of long-term equity incentives, which in 2016 were comprised of (i) stock options, (ii) time-based restricted stock units, and (iii) performance-based restricted stock units, because stock options and performance-based restricted stock units alone may lead to increased risk taking and time-based restricted stock awards alone may discourage associates from taking appropriate risks. Our equity incentives have multi-year vesting requirements and performance-based restricted stock units are subject to performance-based vesting conditions measured over a three-year period. Our long-term incentive awards are designed to incentivize the creation of long-term stockholder value and to encourage retention.
●	~~Short-Term and Long-Term Incentive Program Design~~. In order to discourage excessive risk taking, both short-term cash incentive compensation awards and long-term performance-based restricted stock awards generally allow for a graduated payout instead of a win or lose payout structure. Each program has a minimum performance threshold below which no payout is earned and a maximum above which no additional payout is earned. In addition, a prorated payout may be earned based on the achievement between threshold and target or achievement between target and maximum.
●	Multiple Performance Measures. In ~~2016,~~2019, our short-term cash incentive compensation program had a financial performance target based on operating income and an operational performance target based on achievement of key strategic objectives in furtherance of the Company’s long-range plan, and our performance-based ~~restricted stock~~cash awards had performance targets based on Adjusted ~~EPS. In 2017, our short-term cash incentive program has performance targets~~EPS, which may be increased or decreased by 20% based on ~~operating income as well as an operational goal,~~Relative TSR and ~~our performance-based restricted~~which will not pay out if the Company’s closing stock ~~awards have~~price at the end of the three-year performance ~~targets~~period (measured based on ~~Adjusted EPS.~~a 90-day moving average) has declined from the closing stock price on the grant date. The varied performance measures are designed to discourage participants from focusing on the achievement of one performance measure at the expense of another.

44		~~www.express.com~~

~~Table~~Stock Ownership Guidelines. We use meaningful stock ownership guidelines to align our directors’ and executive officers’ interests with our stockholders’ interests and focus our executives on attaining long-term stockholder returns.

Anti-Hedging and Anti-Pledging Policies. Under the Company’s Insider Trading Policy, all of ~~Contents~~our officers, employees and directors are prohibited from engaging in any hedging or monetization transactions involving Company securities, including equity swaps, collars, and exchange funds. In addition, our Insider Trading Policy prohibits all officers, employees and directors from holding Company securities in a margin account or pledging Company securities as collateral for a loan. These policies further align our executives’ and associates’ interests with those of our stockholders.

~~Executive Compensation~~

●

~~Stock Ownership Guidelines~~. We use meaningful stock ownership guidelines to align our directors’ and executive officers’ interests with our stockholders’ interests and focus our executives on attaining long-term stockholder returns.

●

~~Clawback and Anti-Hedging and Anti-Pledging Policies~~. Our clawback policy allows us to adjust and recover any short-term cash incentive compensation paid in the event of a material restatement of the Company’s financial results, which discourages inappropriate risk-taking behavior. Our anti-hedging and anti-pledging policies further align our executives’ and associates’ interests with those of our stockholders.

Clawback Policy. Our clawback policy allows us to adjust and recover any cash incentive compensation paid or the shares vested or to be vested of a performance-based long-term incentive award in the event of a material restatement of the Company’s financial results, which discourages inappropriate risk-taking behavior. See below for updates made to our clawback policy in 2019 in order to expand the circumstances under which the Company may clawback incentive compensation.

UPDATES TO COMPENSATION CLAWBACK POLICY

~~The~~In September 2019, the Committee ~~has~~ approved aupdates designed to strengthen and expand the Company’s policy concerning the recovery of incentive compensation. This updated policy applies to performance-based awards and long-term equity awards paid to our NEOs as well as other ~~key~~ executives.

~~Under~~Prior to the updates made in 2019, under the policy, in the event of a material restatement of the Company’s financial results, the Committee ~~will~~would review the circumstances that caused the restatement and consider accountability to determine whether a covered associate was negligent or engaged in misconduct. If so, and if the amount of a cash incentive award paid or to be paid, or the shares vested or to be vested of a performance-based long-term incentive award would have been less had the financial statements been correct, the Committee will recover compensation from the covered associate as it deems appropriate.

Furthering our commitment to pay responsibly, in September 2019, the Committee approved an expansion of the current policy in order to provide the Committee discretion to clawback incentive compensation from our NEOs as well as other executives in the event of management misconduct that could result in significant reputational harm to the Company, unrelated to a financial restatement. Under the updated policy, if a covered associate engages in detrimental conduct that could result in significant reputational harm to the Company (unrelated to a financial restatement), the Committee may, in its discretion, recover all or part of the covered associate’s incentive compensation granted, awarded, earned, vested, paid, settled, or received during the three years immediately preceding the Committee’s determination that detrimental conduct occurred. The updated policy is effective for all incentive awards granted under the 2018 Plan.

This policy is in addition to any requirements which might be imposed pursuant to Section 304 under the Sarbanes-Oxley Act, ~~of 2002,~~ and will be modified to the extent required by the Dodd-Frank Act of 2010.

STOCK OWNERSHIP GUIDELINES

We have stock ownership requirements for our executives to further build commonality of interest between management and stockholders and to encourage executives to think and act like owners. Our current stock ownership guidelines are as follows:

Chief Executive Officer	Lesser of 5x annual base salary or 200,000 shares
Chief Operating Officer	Lesser of 3x annual base salary or 75,000 shares
Other Executive Officers	Lesser of 2x annual base salary or 40,000 shares
Senior Vice Presidents	Lesser of 1x annual base salary or 16,000 shares
Board Members	5x annual retainer

The executives and Board members have five years to meet the guidelines. Under the guidelines, executives and directors are generally not permitted to sell any shares of our common stock until they achieve the ownership guideline and thereafter are only permitted to sell shares of our common stock to the extent that such sale would not cause the executive or director to fall below the ownership guideline. To avoid fluctuating ownership requirements, except upon a promotion, once an individual has achieved the ownership ~~guidelines,~~guideline, they will be considered to have satisfied the requirements as long as the shares used to meet the underlying requirements are retained. The Committee annually reviews individual executive and director stock ownership levels. During the Committee’s most recent review of ownership levels, it was confirmed that all NEOs and directors currently meet or are on track to meet the applicable ownership guideline.

EXPRESS Notice of 2020 Annual Meeting of Stockholders

Executive Compensation

POLICY REGARDING TIMING OF STOCK-BASED AWARDS

The Committee recognizes the importance of adhering to specific practices and procedures in the granting of equity awards and has adopted a specific policy around this process.

The Committee generally grants equity awards to executive officers annually during the first quarter in a given fiscal year at the Board’s first regularly scheduled in-person meeting for the year. For directors, the Committee generally grants equity awards annually on the date of the Company’s annual meeting of stockholders. To the extent that equity awards are granted at other times throughout the year, including with respect to grants made to new executive hires, such grants are generally made on the 15th calendar day of a month.

TRADING CONTROLS

Executive officers, including our NEOs, are required to receive pre-approval from the Company’s General Counsel prior to entering into any transactions in Company securities. Generally, trading is permitted only during specified trading periods.

From time to time, certain of our executive officers may adopt non-discretionary, written trading plans that comply with Rule 10b5-1(c) under the Exchange Act (“10b5-1 plans”). 10b5-1 plans permit our executive officers to monetize their equity-based compensation in an automatic and non-discretionary manner over time and are generally adopted for financial planning purposes.

Our Insider Trading Policy requires that our General Counsel pre-approve any new 10b5-1 plan, or any modification or termination of such a plan, and provides that executive officers may enter into or modify a 10b5-1 plan only during an open trading window and while not in possession of material non-public information. Moreover, any 10b5-1 plan must include a waiting period between establishment or modification of the plan and any transaction pursuant to the plan. In addition, our executive officers are generally prohibited from entering into overlapping 10b5-1 plans, engaging in transactions in Company stock outside of any 10b5-1 plan then in effect, and amending or terminating plans absent unforeseen events such as a change in personal financial circumstances.

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~		45

~~Table of Contents~~

~~Executive Compensation~~

ACCOUNTING AND TAX CONSIDERATIONS

~~In determining~~As amended by the Tax Cuts and Jobs Act (the “TCJA”), which ~~elements~~was enacted December 22, 2017, Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation ~~are~~paid in excess of $1 million to be“covered employees” under Section 162(m) (generally, such company’s chief executive officer and its chief financial officer and its three other highest paid ~~and how they are weighted, we also~~executive officers). As in prior years, the Committee will continue to take into account ~~whether a particular form~~the tax and accounting implications (including the expected lack of ~~compensation will be deductible under Code Section 162(m) (“162(m)”). 162(m) generally limits the~~ deductibility ~~of compensation paid to our NEOs to $1 million during any fiscal year unless such compensation is “performance-based” under 162(m).~~

~~Rights or awards granted~~ under the ~~2010 Plan, other than stock options, will not qualify as “performance-based compensation” for purposes of~~revised Section 162(m) ~~unless such rights or awards are earned~~) when making compensation decisions, but reserves its right to make compensation decisions based on ~~pre-established objective performance goals,~~other factors as well if the material terms of which are disclosed to and approved by our stockholders. In 2012 our stockholders approved the performance goals and various annual grant limitations under the 2010 Plan. The 2010 Plan is being submitted to the stockholders of the Company at the Annual Meeting for approval of the 162(m) performance goals and various annual grant limitations. For more information about the proposal please see “Approval of the Code Section 162(m) Performance Goals and Various Annual Grant Limitations under the Express, Inc. 2010 Incentive Compensation Plan (Proposal No. 4)” on page 65.

We consider the impact of 162(m) when developing and implementing our executive compensation program. Cash incentive awards and performance-based equity awards, including stock options, generally are designed to meet the deductibility requirements. We believe thatCommittee determines it is ~~important~~in the Company’s best interest to preserve flexibility in administering compensation programs in a manner designed to promote varying corporate goals. Accordingly, we have not adopted a policy that all compensation must qualify as deductible under 162(m). Amounts paid under any of our compensation programs, including salaries, cash incentive awards, performance stock awards, and other equity awards, may not qualify as performance-based compensation that is excluded from the limitation on deductibility.do so.

Many other Code provisions, SEC regulations, and accounting rules affect the payment of executive compensation and are generally taken into consideration as programs are developed. Our goal is to create and maintain plans that are efficient, effective, and maintain flexibility in order to accomplish executive compensation program objectives.

Compensation and Governance Committee Report

The Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on this review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated into the Company’s Annual Report on Form 10-K for the year ended ~~January 28, 2017.~~February 1, 2020.

Compensation and Governance Committee

Peter Swinburn, Chair
~~Theo Killion~~

Terry Davenport

Karen Leever

Mylle Mangum

Winnie Park

46	48		www.express.com

Executive Compensation

~~Table of Contents~~

~~Executive Compensation~~

~~Compensation~~Compensation Tables

The purpose of the following tables is to provide information regarding the compensation earned by our NEOs during the fiscal years indicated.

The Summary Compensation Table and the Grants of Plan-Based Awards should be viewed together for a more complete representation of both the annual and long-term incentive compensation elements of our executive compensation program.

SUMMARY COMPENSATION TABLE

The following table shows the compensation earned by our NEOs during the years ended ~~January 28, 2017, January 30, 2016,~~February 1, 2020, February 2, 2019 and ~~January 31, 2015,~~February 3, 2018, referred to as ~~2016, 2015,~~2019, 2018, and ~~2014,~~2017, respectively.

Name and
Principal Position      Year      Salary
($)      Bonus
($)⁽¹⁾      Stock
Awards
($)⁽²⁾      Option
Awards
($)⁽³⁾      Non-Equity
Incentive Plan
Compensation
($)⁽⁴⁾      Non-Qualified
Deferred
Compensation
Earnings
($)⁽⁵⁾      All Other
Compensation
($)⁽⁶⁾      Total
($)
David Kornberg
President and CEO 2016 984,615 — 4,249,985 749,949 — 24,851 133,912 6,143,312
2015 900,000 — 3,399,996 593,917 2,160,000 25,505 101,988 7,181,406
2014 700,000 — 989,006 221,925 — 29,651 135,078 2,075,660
Matthew Moellering
Executive Vice
President and Chief
Operating Officer 2016 789,308 — 1,104,988 194,985 — 20,845 91,483 2,201,609
2015 766,077 — 939,991 149,919 1,307,300 22,091 74,129 3,259,507
2014 750,000 — 885,008 198,591 — 25,908 96,479 1,955,986
John J. (“Jack”) Rafferty
Executive Vice
President—Planning
and Allocation 2016 580,000 — 594,985 104,997 — 72,906 58,384 1,411,272
2015 566,846 275,000 493,495 78,709 739,700 84,126 64,887 2,302,763
2014 555,000 — 460,218 103,270 — 103,869 81,583 1,303,940
Colin Campbell
Executive Vice
President—Sourcing &
Production 2016 580,000 — 594,985 104,997 — 51,600 56,333 1,387,915
2015 566,846 493,495 78,709 682,800 57,095 47,008 1,925,953
2014 555,000 — 460,218 103,270 — 69,504 117,282 1,305,274
Periclis (“Perry”)
Pericleous
Senior Vice President,
Chief Financial Officer
and Treasurer 2016 441,154 — 467,511 82,493 — 1,399 38,063 1,030,620
2015 361,735 150,000 271,492 73,487 420,000 817 37,171 1,314,702

Name and Principal Position	Year	Salary ($)	Bonus ($)⁽⁶⁾	Stock Awards ($)⁽⁷⁾	Option Awards ($)⁽⁸⁾	Non-Equity Incentive Plan Compensation ($)⁽⁹⁾	Non-Qualified Deferred Compensation Earnings ($)⁽¹⁰⁾	All Other Compensation ($)⁽¹¹⁾	Total ($)
Timothy Baxter⁽¹⁾	2019	634,615	1,835,000	1,500,000	2,900,000	—	—	180,772	7,050,387
Chief Executive Officer

Matthew Moellering⁽²⁾	2019	935,538	—	650,000	—	—	—	14,369	1,599,907
President and Chief Operating Officer	2018	805,462	—	975,000	—	381,539	4,002	13,398	2,179,401
Former Interim Chief Executive Officer and Interim President	2017	808,250	—	1,104,994	194,933	216,370	24,000	13,934	2,362,481
Malissa Akay⁽³⁾	2019	292,789	576,250	570,000	—	—	—	683	1,439,722
Executive Vice President and
Chief Merchandising Officer

Sara Tervo⁽³⁾	2019	242,308	520,000	350,000	—	—	—	624	1,112,932
Executive Vice President and Chief Marketing Officer
Periclis (“Perry”)	2019	500,000	100,000	325,000	—	—	—	11,364	936,364
Pericleous	2018	496,635	—	450,000	—	182,650	311	14,904	1,144,500
Senior Vice President,	2017	479,519	—	509,999	89,969	99,109	1,862	9,966	1,190,424
Chief Financial Officer and Treasurer
John J. (“Jack”) Rafferty⁽⁴⁾	2019	389,492	—	335,000	—	—	—	1,054,194	1,778,686
Former Executive Vice	2018	582,000	—	502,500	—	212,605	13,680	12,949	1,323,734
President—Planning and Allocation	2017	593,192	—	569,504	100,466	121,434	82,045	13,273	1,479,914
Douglas Tilson⁽⁵⁾	2019	308,289	—	230,000	—	—	—	860,432	1,398,721
Former Executive Vice
President—Real Estate

(1)	Mr. Baxter was appointed Chief Executive Officer effective June 17, 2019.

(2)

~~For 2015, includes (i) a special bonus paid~~

Mr. Moellering served as interim Chief Executive Officer and interim President and Executive Vice President and Chief Operating Officer, from January 22, 2019 until Mr. Baxter’s appointment as Chief Executive Officer. Mr. Moellering was appointed President and Chief Operating Officer effective September 23, 2019.

(3)	Mr. Akay was appointed Executive Vice President and Chief Merchandising Officer and Ms. Tervo was appointed Executive Vice President and Chief Marketing Officer, effective September 9, 2019.

(4)

Mr. Rafferty left the Company on October 3, 2019 and was entitled to certain severance benefits pursuant to his amended and restated employment agreement with the Company. See “—Potential Payments Upon Termination and Change-in-Control on page 62 for more detail regarding separation payments made to Mr. Rafferty ~~for~~under the terms of the agreement.

(5)

Mr. Tilson left the Company on September 27, 2019 and was entitled to certain severance benefits pursuant to his ~~contributions in connection~~amended and restated employment agreement with the ~~implementation~~Company. See “—Potential Payments Upon Termination and Change-in-Control on page 62 for more detail regarding separation payments made to Mr. Tilson under the terms of the severance agreement.

EXPRESS Notice of 2020 Annual Meeting of Stockholders

Executive Compensation

(6)

Reflects a one-time buy-out bonus of $925,000 for Mr. Baxter and a one-time sign-on bonus of $250,00 for each of Ms. Akay, and Ms. Tervo. For Mr. Baxter, Ms. Akay, and Ms. Tervo, also reflects target payout under the Company’s short-term cash incentive program for the Fall season (and for the Spring season for Mr. Baxter, pro-rated based on his start date) since each of their 2019 short-term cash incentive opportunity was guaranteed at the greater of actual achievement or 100% of target, given the minimal impact our new ~~systems, and (ii)~~executives could have had during the periods in which each was hired. For Mr. Pericleous, reflects a special retention bonus ~~awarded to Mr. Pericleous in 2013~~ that was paid out in ~~2015.~~2019. For more information on one-time make-whole and hiring related payments made to new executives in 2019, see “—Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation—One-Time Make-Whole and Hiring Related Awards” on page 43. For more information on the retention award paid to Mr. Pericleous, see “—Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation—Special Retention Award” on page 43.

~~(2)~~

(7)

Reflects the aggregate grant date fair value of awards granted in the applicable year. For ~~2016,~~2019, the amounts reflect the aggregate grant date fair value of time-based restricted stock ~~units~~units. For 2017 and 2018, the amounts also reflect the target value of performance-based restricted stock units. No performance-based restricted stock units ~~at target. The number~~were granted in 2019. For Mr. Baxter, the $1,500,000 amount reflects a buy-out award of ~~performance-based~~576,923 time-based restricted stock units ~~that~~which cliff vest ~~will be determined based~~ on ~~Adjusted EPS for~~July 15, 2021. For Ms. Akay, the ~~three-year period commencing on the first day~~$570,000 amount includes a buy-out award of the Company’s 2016 fiscal year and ending on the last day of the Company’s 2018 fiscal year, compared to the performance goals established by the Committee. The maximum grant date fair value related to the performance-based38,835 time-based restricted stock units was as follows: David Kornberg—$4,999,991; Matthew Moellering—$1,299,983; John J. (“Jack”) Rafferty—$699,998; Colin Campbell — $699,998; Periclis “Perry” Pericleous —$550,021. These performance-based restricted stock awards are not expected to be earned.which cliff vest on October 31, 2020. See “—Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation—~~Performance-Based Incentives—Long- Term Incentives—Performance-Based Restricted Stock Units” on page 38~~One-Time Make-Whole and Hiring Related Awards” for more ~~detailed information regarding performance-based restricted stock units granted to our NEOs in 2016. For 2015, the amounts reflect the aggregate~~information.

(8)

Reflects grant date fair value of time-based restricted stock units and, except for Mr. Pericleous who was not CFO at the time, performance-based restricted stock units at target. The number of performance-based restricted stock units that vest will be determined based on Adjusted EPS for the three-year period commencing on the first day of the Company’s 2015 fiscal year and ending on the last day of the Company’s 2017 fiscal year, compared to the performance goals established by the Committee. The maximum grant date fair value related to the performance-based restricted stock units was as follows: David Kornberg—$2,500,005; Matthew Moellering—$737,500; John J. (“Jack”) Rafferty—$387,187; Colin Campbell—$387,187. These performance-based awards are trending to pay out between threshold and target levels. See “— Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation—Performance-Based Incentives—Long-Term Incentives—Performance-Based Restricted Stock Units” on page 38 for more detailed information regarding performance-based restricted stock units granted to our NEOs in 2015. For 2014, the amounts reflect the aggregate grant date fair value of time-based restricted stock units and performance-based restricted stock units at target even though the performance-based restricted stock units were earned at 76.7% of target. The number of performance-based restricted stock units that were earned were determined based on Adjusted EPS for the two-year period commencing on the first day of the Company’s 2014 fiscal year and ending on the last day of the Company’s 2015 fiscal year, compared to the performance goals established by the Committee. See “—Compensation Discussion and

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~		47

~~Table of Contents~~

~~Executive Compensation~~

Analysis—What We Pay and Why: Elements of Compensation—Performance-Based Incentives—Long-Term Incentives—Performance-Based Restricted Stock Units on page 38 for more detailed information regarding performance-based restricted stock units granted to our NEOs in 2014. These values have been determined based on theusing assumptions and methodologies set forth in Note 109 of the Company’s financial statements included in its Annual Report for the year ended ~~January 28, 2017.~~February 1, 2020. For Mr. Baxter, the $2,900,000 amount reflects approximately $1.4M in non-qualified stock options granted as part of Mr. Baxter’s pro-rated long-term incentive award, which vest ratably over four years, and approximately $1.5M in non-qualified stock options granted as part of Mr. Baxter’s buy-out award, which cliff vest on July 15, 2021. No stock options were granted to our other NEOs in 2019 or 2018.

~~(3)~~ (9)		These values have been determined based on the assumptions and methodologies set forth in Note 10 of the Company’s financial statements included in its Annual Report for the year ended January 28, 2017.
~~(4)~~		For ~~2016 and 2014, because threshold performance goals were not met in either year,~~2019, reflects that no payouts were made to Mr. Moellering and Mr. Pericleous under ~~the~~our short-term ~~performance-based cash incentive program in either year. For 2015, because maximum performance goals were met, our NEOs earned payouts at the 200% level under the short-term performance-based~~ cash incentive program. ~~See~~2019 short-term cash incentive opportunity for the Fall season (and for the Spring season for Mr. Baxter, pro-rated based on his start date) was guaranteed at the greater of actual achievement or 100% of target for Mr. Baxter, Ms. Akay, and Ms. Tervo given the minimal impact our new executives could have had during the periods in which each was hired and such amounts are reflected in the Bonus column. For Mr. Moellering and Mr. Pericleous, reflects payouts of 56% of target in 2018 and 32% of target in 2017. For more information about our short-term incentive compensation program see “—Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation—Performance-Based Incentives—Short-Term Incentives” on page ~~36 for more information about our short-term incentive compensation program.~~36.

~~(5)~~

(10)

We do not sponsor any tax-qualified or non-qualified defined benefit retirement plans. For ~~2016,~~2018, the amounts shown represent the amount by which earnings of 5.2% on each NEO’s non-qualified deferred compensation account balance exceeded 120% of the applicable federal long-term rate. The non-qualified deferred compensation plan that we provided for our executive officers was terminated effective March 31, 2017. Interest continued to accrue on outstanding balances until distribution in April 2018.

~~(6)~~

(11)

The following table details All Other Compensation paid to each NEO during ~~2016:~~2019:

             Name       Executive Life
and Disability
Insurance
($)^(a)       Severance
($)       Qualified
Retirement Plan
Company Match
($)^(b)       Non-Qualified
Supplemental
Retirement Plan
Company Match
($)^(c)       Total
David Kornberg 2,521 — 11,146 120,245 133,912
Matthew Moellering 2,297 — 10,831 78,355 91,483
John J. (“Jack”) Rafferty 2,059 — 10,886 45,439 58,384
Colin Campbell 2,056 — 10,886 43,391 56,333
Periclis (“Perry”) Pericleous 1,870 — 10,677 25,516 38,063

Name	Executive Life and Disability Insurance ($)^(a)	Personal Aircraft Usage ($)^(b)	Relocation Benefits ($)^(c)	Severance ($)^(d)	Qualified Retirement Plan Company Match ($)^(e)	Total
Timothy Baxter	1,068	32,000	147,704	—	—	180,772
Matthew Moellering	2,089	—	—	—	12,280	14,369
Malissa Akay	683	—	—	—	—	683
Sara Tervo	624	—	—	—	—	624
Periclis (“Perry”) Pericleous	1,610	—	—	—	9,754	11,364
John J. ("Jack") Rafferty	1,149	—	—	1,043,636	9,409	1,054,194
Douglas Tilson	1,060	—	—	849,695	9,677	860,432

(a)

Amounts represent the annual premiums paid by the Company for executive life insurance and executive disability insurance.

(b)

This represents the expense for one round trip on private aircraft between Columbus, Ohio and New York, NY in June and July of 2019, in connection with Mr. Baxter’s transition to Chief Executive Officer. Mr. Baxter is responsible for paying the taxes associated with this benefit. Mr. Baxter is not eligible to use private aircraft for personal travel in 2020.

(c)

For Mr. Baxter, represents amounts for relocation expenses paid under our relocation benefits program, which is generally available to employees for relocations requested and initiated by the Company.

(d)

Reflects amounts accrued in 2019 pursuant to the base salary and short-term incentive compensation continuation benefits that Mr. Rafferty and Mr. Tilson are entitled to pursuant to the terms of their employment agreements with the Company, respectively. See—“Potential Payments Upon Termination and Change-in-Control” beginning on page 62.

	(e)	The Company matches 100% of 401(k) deferrals, limited to deferrals of up to 4% of compensation not in excess of the IRS Qualified Plan Maximum Compensation Limit. See “—Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation—Additional Executive ~~Benefits and Perquisites—~~Benefits—Retirement Plan Benefits—Qualified Retirement Plan” on page ~~42.~~
	~~(c)~~		The Company matches 200% of associate deferrals (the maximum associate deferral for this plan is 3% of compensation in excess of the IRS Qualified Plan Maximum Compensation Limit). The non-qualified deferred compensation plan was terminated effective March 31, 2017. See “—Compensation Discussion and Analysis—What We Pay And Why: Elements of Compensation—Additional Executive Benefits and Perquisites—Retirement Plan Benefits—Non-Qualified Deferred Compensation Plan” on page 42.43.

48	50		www.express.com

Executive Compensation

~~Table of Contents~~

~~Executive Compensation~~

GRANTS OF PLAN-BASED AWARDS

During ~~2016,~~2019, each of our NEOs participated in our short-term performance-based cash incentive program under which each NEO was eligible for awards set forth under “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” below. ~~Because threshold performance targets were not met, no payouts were earned under this program as indicated in the “Non-Equity Incentive Plan Compensation” column~~For a detailed discussion of ~~the Summary~~ our short-term incentives, refer to “—Compensation ~~Table~~Discussion and Analysis—What We Pay And Why: Elements of Compensation—Performance-Based Incentives—Short-Term Incentives” beginning on page ~~47.~~36. In addition, our NEOs participated in our long-term ~~equity~~ incentive program under which ~~they were granted equity awards including performance-based restricted stock units, time-based restricted stock units, and stock options. Each~~(i) each NEO is eligible to earn performance-based ~~restricted stock units~~cash amounts set forth under “Estimated Future Payouts Under ~~Equity~~Non-Equity Incentive Plan Awards” below based on achievement of performance ~~goals.~~goals, and (ii) each NEO was granted long-term equity-based awards comprised of non-qualified stock options for our CEO and time-based restricted stock units for our other NEOs. For a detailed discussion of our long-term ~~equity incentives,~~incentive awards, refer to “—Compensation Discussion and Analysis—What We Pay And Why: Elements of Compensation—Performance-Based Incentives—Long-Term Incentives” beginning on page ~~37.~~39.

    Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards

Estimated Future Payouts
Under Equity Incentive
Plan Awards All Other
Stock
Awards:
Number
of Shares
or Stock
Units
(#)     All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)     Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant Date
Fair Value
of Stock
and Option
Awards
($)⁽⁴⁾
Name     Grant
Date Threshold
($)     Target
($)     Maximum
($)     Threshold
(#)     Target
(#)     Maximum
(#)
David
Kornberg — 260,000 1,300,000 2,600,000 — — — — — — —
3/30/2016 ⁽¹⁾ — — — 59,130 118,259 236,518 — — — 2,499,995
3/30/2016 ⁽²⁾ — — — — — — — 78,947 21.14 749,949
3/30/2016 ⁽³⁾ — — — — — — 82,781 — — 1,749,990
Matthew
Moellering — 134,810 674,050 1,348,100 — — — — — — —
3/30/2016 ⁽¹⁾ — — — 15,374 30,747 61,494 — — — 649,992
3/30/2016 ⁽²⁾ — — — — — — — 20,526 21.14 194,985
3/30/2016 ⁽³⁾ — — — — — — 21,523 — — 454,996
John J.
(“Jack”)
Rafferty — 75,660 378,300 756,600 — — — — — — —
3/30/2016 ⁽¹⁾ — — — 8,278 16,556 33,112 — — — 349,994
3/30/2016 ⁽²⁾ — — — — — — — 11,053 21.14 104,997
3/30/2016 ⁽³⁾ — — — — — — 11,589 — — 244,991
Colin
Campbell — 69,840 349,200 698,400 — — — — — — —
3/30/2016 ⁽¹⁾ — — — 8,278 16,556 33,112 — — — 349,994
3/30/2016 ⁽²⁾ — — — — — — — 11,053 21.14 104,997
3/30/2016 ⁽³⁾ — — — — — — 11,589 — — 244,991
Periclis
(“Perry”)
Pericleous — 53,400 267,000 534,000 — — — — — — —
3/30/2016 ⁽¹⁾ — — — 6,505 13,009 26,018 — — — 275,010
3/30/2016 ⁽²⁾ — — — — — — — 8,684 21.14 82,493
3/30/2016 ⁽³⁾ — — — — — — 9,106 — — 192,501

			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares or Stock	All Other Option Awards: Number of Securities Underlying	Exercise or Base Price of Option	Grant Date Fair Value of Stock and Option
Name	Grant Date		Threshold⁽⁴⁾ ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	Units (#)	Options (#)	Awards ($/Sh)	Awards ($)⁽⁵⁾
Timothy	—		910,000	910,000	1,820,000	—	—	—	—	—	—	—
Baxter	7/15/2019	⁽¹⁾	700,000	1,400,000	2,800,000	—	—	—	—	—	—	—
	7/15/2019	⁽²⁾	—	—	—	—	—	—	576,923	—	—	1,500,000
	7/15/2019	⁽³⁾	—	—	—	—	—	—	—	1,120,000	2.60	1,400,000
	7/15/2019	⁽³⁾	—	—	—	—	—	—	—	1,200,000	2.60	1,500,000
Matthew	—		148,500	742,500	1,485,000	—	—	—	—	—	—	—
Moellering	3/19/2019	⁽¹⁾	325,000	650,000	1,300,000	—	—	—	—	—	—	—
	3/19/2019	⁽²⁾	—	—	—	—	—	—	151,515	—	—	650,000
Malissa	—		362,250	362,250	724,500	—	—	—	—	—	—	—
Akay	9/15/2019	⁽¹⁾	225,000	450,000	900,000	—	—	—	—	—	—	—
	9/15/2019	⁽²⁾	—	—	—	—	—	—	38,835	—	—	120,000
	9/15/2019	⁽²⁾	—	—	—	—	—	—	145,631	—	—	450,000
Sara	—		270,000	270,000	540,000	—	—	—	—		—	—
Tervo	9/15/2019	⁽¹⁾	175,000	350,000	700,000	—	—	—	—	—	—	—
	9/15/2019	⁽²⁾	—	—	—	—	—	—	113,269	—	—	350,000
Periclis	—		65,000	325,000	650,000	—	—	—	—	—	—	—
(“Perry”)	3/19/2019	⁽¹⁾	162,500	325,000	650,000	—	—	—	—	—	—	—
Pericleous	3/19/2019	⁽²⁾	—	—	—	—	—	—	75,758	—	—	325,000
John J	—		75,660	378,300	756,600	—	—	—	—	—	—	—
("Jack")	3/19/2019	⁽¹⁾	167,500	335,000	670,000	—	—	—	—	—	—	—
Rafferty	3/19/2019	⁽²⁾	—	—	—	—	—	—	78,089	—	—	335,000
Douglas	—		56,580	282,900	565,800	—	—	—	—	—	—	—
Tilson	3/19/2019	⁽¹⁾	115,000	230,000	460,000	—	—	—	—	—	—	—
	3/19/2019	⁽²⁾	—	—	—	—	—	—	53,613	—	—	230,000

(1)

Reflects ~~restricted stock units~~performance-based cash with performance-based and time-based vesting criteria granted under the ~~2010 Plan.~~Amended and Restated Express, Inc. 2018 Incentive Compensation Plan (the “2018 Plan”). The ~~number~~amount of performance-based ~~restricted stock units~~cash that will vest will be determined based on Adjusted EPS for the three-year period commencing on the first day of the Company’s ~~2016~~2019 fiscal year and ending on the last day of the Company’s ~~2018~~2021 fiscal year, compared to the performance goals established by the ~~Committee. These performance-based awards are not expected~~Committee and subject to ~~be earned.~~a Relative TSR modifier. In addition, no amounts will pay out if the Company’s closing stock price at the end of the three-year performance period (measured based on a 90-day moving average) has declined from the closing stock price on the grant date. See “—Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation—Performance-Based Incentives—Long-Term Incentives—2019 Performance-Based ~~Restricted Stock Units”~~Awards” on page 3841 for more information.

(2)

~~Reflects stock options granted under the 2010 Plan. These awards vest in equal installments on each of April 15, 2017, 2018, 2019, and 2020.~~

~~(3)~~

Reflects restricted stock units with time-based vesting criteria granted under the ~~2010~~2018 Plan. ~~These~~For Mr. Baxter, buy-out awards comprised of 576,923 time-based restricted stock units vest on July 15, 2021. For Ms. Akay, buy-out awards comprised of 38,835 time-based restricted stock units vest on October 31, 2020. All other awards vest in four equal installments on each anniversary of ~~April~~the grant date.

(3)

Reflects 1,120,000 non-qualified stock options granted to Mr. Baxter as part of his pro-rated annual long-term incentive award, which vest ratably over four years, and 1,200,000 non-qualified stock options granted to Mr. Baxter as part of his buy-out award, which cliff vests on July 15, ~~2017, 2018, 2019,~~2021. No stock options were granted to our other NEOs in 2019.

EXPRESS Notice of 2020 Annual Meeting of Stockholders

Executive Compensation

(4)	For Mr. Baxter, Ms. Akay, and ~~2020.~~Ms. Tervo, reflects the fact that each of their short-term incentive payout amount was guaranteed at the greater of 100% of target or actual achievement. Threshold, Target, and Maximum payout levels reflect pro-rated amounts based on each NEO’s start date.

~~(4)~~

(5)

Reflects the aggregate grant date fair value of ~~performance-based restricted stock units at target,~~ time-based restricted stock units and stock options, as applicable. These values have been determined based on the assumptions and methodologies set forth in Note 109 of the Company’s financial statements included in its Annual Report for the year ended ~~January 28, 2017.~~

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~		49

~~Table of Contents~~

~~Executive Compensation~~February 1, 2020.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The table below sets forth certain information regarding the outstanding equity awards held by each of our NEOs as of ~~January 28, 2017.~~February 1, 2020.

Option Awards Stock Awards
Name
Number of
Securities
Underlying
Exercisable
Options
(#)
   Number of
Securities
Underlying
Unexercisable
Options
(#)    Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)    Option
Exercise
Price
($/Share)    Option
Expiration
Date    Number
of Shares
or Units
of Stock
That Have
Not
Vested
(#)    Market
Value of
Shares
or
Units of
Stock
That
Have
Not
Vested
($)⁽¹⁴⁾    Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)    Equity
Incentive
Plans:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)⁽¹⁴⁾
David
Kornberg — 78,947 ⁽¹⁾ — 21.14 3/30/2026 — — — —
— — — — — 82,781 ⁽²⁾ 839,399 — —
— — — — — — — 59,130 ⁽³⁾ 599,578
19,255 57,767 ⁽⁴⁾ — 16.28 3/30/2025 — — — —
— — — — — 64,497 ⁽⁵⁾ 654,000 — —
— — — — — — — 122,850 ⁽⁶⁾ 1,245,699
13,025 13,025 ⁽⁷⁾ — 15.88 4/1/2024 — — — —
— — — — — 10,556 ⁽⁸⁾ 107,038 — —
— — — — — 15,788 ⁽⁹⁾ 160,090 — —
25,650 8,550 ⁽¹⁰⁾ — 17.49 4/2/2023 — — — —
27,100 — — 11.29 10/15/2022 — — — —
17,260 — — 25.25 3/22/2022 — — — —
25,000 — — 18.51 2/18/2021 — — — —
50,000 — — 17.00 5/12/2020 — — — —
Matthew
Moellering — 20,526 ⁽¹⁾ — 21.14 3/30/2026 — — — —
— — — — — 21,523 ⁽²⁾ 218,243 — —
— — — — — — — 15,374 ⁽³⁾ 155,892
4,813 14,442 ⁽⁴⁾ — 16.28 3/26/2025 — — — —
— — — — — 16,124 ⁽⁵⁾ 163,497 — —
— — — — — — — 36,241 ⁽⁶⁾ 367,484
11,655 11,656 ⁽⁷⁾ — 15.88 4/1/2024 — — — —
— — — — — 9,446 ⁽⁸⁾ 95,782 — —
— — — — — 14,128 ⁽⁹⁾ 143,258 — —
28,500 9,500 ⁽¹⁰⁾ — 17.49 4/2/2023 — — — —
30,820 — — 25.25 3/22/2022 — — — —
50,000 — — 18.51 2/18/2021 — — — —
60,000 — — 17.00 5/12/2020 — — — —
John J.
(“Jack”)
Rafferty — 11,053 ⁽¹⁾ — 21.14 3/30/2026 — — — —
— — — — — 11,589 ⁽²⁾ 117,512 — —
— — — — — — — 8,278 ⁽³⁾ 83,939
2,527 7,582 ⁽⁴⁾ — 16.28 3/26/2025 — — — —
— — — — — 8,466 ⁽⁵⁾ 85,845 — —
— — — — — — — 19,026 ⁽⁶⁾ 192,924
6,061 6,061 ⁽⁷⁾ — 15.88 4/1/2024 — — — —
— — — — — 4,912 ⁽⁸⁾ 49,808 — —
— — — — — 7,347 ⁽⁹⁾ 74,499 — —
14,820 4,940 ⁽¹⁰⁾ — 17.49 4/2/2023 — — — —
13,560 — — 25.25 3/22/2022 — — — —
25,000 — — 18.51 2/18/2021 — — — —
50,000 — — 17.00 5/12/2020 — — — —

	Option Awards					Stock Awards
Name	Number of Securities Underlying Exercisable Options (#)	Number of Securities Underlying Unexercisable Options (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($/Share)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁴⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plans: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁴⁾
Timothy	—	1,120,000	⁽¹⁾	—	2.60	7/15/2029	—		—	—		—
Baxter	—	1,200,000	⁽²⁾	—	2.60	7/15/2029	—		—	—		—
							576,923	⁽³⁾	2,313,461	—		—
Matthew	—	—		—	—	—	151,515	⁽⁴⁾	607,575	—		—
Moellering							70,653	⁽⁵⁾	283,319
	—	—		—	—	—	—		—	23,551	⁽⁶⁾	94,438
	22,209	22,210	⁽⁷⁾	—	9.42	3/14/2027	—		—	—		—
	—	—		—	—	—	24,151	⁽⁸⁾	96,846	—		—
	—	—		—	—	—	—		—	34,501	⁽⁹⁾	138,349
	15,394	5,132	⁽¹⁰⁾	—	21.14	3/30/2026	—		—	—		—
	—	—		—	—	—	5,381	⁽¹¹⁾	21,578	—		—
	19,255			—	16.28	3/26/2025	—		—	—		—
	23,311	—		—	15.88	4/1/2024	—		—	—		—
	38,000	—		—	17.49	4/2/2023	—		—	—		—
	30,820	—		—	25.25	3/22/2022	—		—	—		—
	50,000	—		—	18.51	2/18/2021	—		—	—		—
	60,000	—		—	17.00	5/12/2020	—		—	—		—

50	52		www.express.com

Executive Compensation

	Option Awards					Stock Awards
Name	Number of Securities Underlying Exercisable Options (#)	Number of Securities Underlying Unexercisable Options (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($/Share)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹³⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plans: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁴⁾
Malissa	—	—		—	—	—	38,835	⁽¹²⁾	155,728	—		—
Akay	—	—		—	—	—	145,631	⁽¹³⁾	583,980	—		—

Sara							113,269	⁽¹³⁾	454,209
Tervo

Periclis	—	—		—	—	—	75,758	⁽⁴⁾	303,790	—		—
(“Perry”)	—	—		—	—	—	32,609	⁽⁵⁾	130,762	—		—
Pericleous	—	—		—	—	—	—		—	10,870	⁽⁶⁾	43,587
	10,250	10,251	⁽⁷⁾	—	9.42	3/14/2027	—		—	—		—
	—	—		—	—	—	11,147	⁽⁸⁾	44,699	—		—
	—	—		—	—	—	—		—	15,924	⁽⁹⁾	63,853
	6,513	2,171	⁽¹⁰⁾	—	21.14	3/30/2026	—		—	—		—
	—	—		—	—	—	2,277	⁽¹¹⁾	9,131	—		—
	8,527	—		—	18.84	7/15/2025	—		—	—		—
	5,510	—		—	17.49	4/2/2023	—		—	—		—
	3,080	—		—	25.25	3/22/2022	—		—	—		—
	1,500	—		—	18.51	2/18/2021	—		—	—		—
	5,000	—		—	16.53	12/15/2020	—		—	—		—
	875	—		—	17.00	5/12/2020	—		—	—		—

~~Table of Contents~~

~~Executive Compensation~~ EXPRESS Notice of 2020 Annual Meeting of Stockholders

Option Awards Stock Awards
Name     Number of
Securities
Underlying
Exercisable
Options
(#)
Number of
Securities
Underlying
Unexercisable
Options
(#)

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
    Option
Exercise
Price
($/Share)     Option
Expiration
Date
Number
of Shares
or Units
of Stock
That Have
Not
Vested
(#)
    Market
Value of
Shares
or
Units of
Stock
That
Have
Not
Vested
($)⁽¹⁴⁾     Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)     Equity
Incentive
Plans:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)⁽¹⁴⁾
Colin
Campbell — 11,053 ⁽¹⁾ — 21.14 3/30/2026 — — — —
— — — — — 11,589 ⁽²⁾ 117,512 — —
— — — — — — — 8,278 ⁽³⁾ 83,939
2,527 7,582 ⁽⁴⁾ — 16.28 3/26/2025 — — — —
— — — — — 8,466 ⁽⁵⁾ 85,845 — —
— — — — — — — 19,026 ⁽⁶⁾ 192,924
6,061 6,061 ⁽⁷⁾ — 15.88 4/1/2024 — — — —
— — — — — 4,912 ⁽⁸⁾ 49,808 — —
— — — — — 7,347 ⁽⁹⁾ 74,499 — —
14,820 4,940 ⁽¹⁰⁾ — 17.49 4/2/2023 — — — —
13,560 — — 25.25 3/22/2022 — — — —
25,000 — — 18.51 2/18/2021 — — — —
40,000 — — 17.00 5/12/2020 — — — —
Periclis
(“Perry”)
Pericleous — 8,684 ⁽¹⁾ — 21.14 3/30/2026 — — — —
— — — — — 9,106 ⁽²⁾ 92,335 — —
— — — — — — — 6,505 ⁽³⁾ 65,961
2,131 6,396 ⁽¹¹⁾ — 18.84 7/15/2025 — — — —
— — — — — 6,828 ⁽¹²⁾ 69,236 — —
— — — — — 4,607 ⁽⁵⁾ 46,715 — —
— — — — — 3,936 ⁽⁸⁾ 39,911 — —
4,132 1,378 ⁽¹⁰⁾ — 17.49 4/2/2023 — — — —
— — — — — 1,348 ⁽¹³⁾ 13,669 — —
3,080 — — 25.25 3/22/2022 — — — —
1,500 — — 18.51 2/18/2021 — — — —
5,000 — — 16.53 12/15/2020 — — — —
875 — — 17.00 5/12/2020 — — — —

Executive Compensation

	Option Awards				Stock Awards
Name	Number of Securities Underlying Exercisable Options (#)	Number of Securities Underlying Unexercisable Options (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($/Share)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁴⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plans: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁴⁾
John J.	—	—	—	—	—			5,998	⁽⁶⁾	24,050
("Jack")	22,893		—	9.42	10/3/2024	—	—	—		—
Rafferty	11,053		—	21.14	10/3/2024	—	—	—		—
	10,109		—	16.28	10/3/2024	—	—	—		—
	12,122	—	—	15.88	4/1/2024	—	—	—		—
Doug	—	—	—	—	—			4,443	⁽⁶⁾	17,816
Tilson	17,084		—	9.42	9/29/2024	—	—	—		—
	8,684		—	21.14	9/29/2024	—	—	—		—
	8,665		—	16.28	9/29/2024	—	—	—		—
	10,956	—	—	15.88	4/1/2024	—	—	—		—

(1)

Reflects stock options granted in ~~2016~~2019 under the 2018 Plan. These awards vest in equal installments on each of July 15, 2020, 2021, 2022 and 2023.

(2)	Reflects stock options granted in 2019 under the 2018 Plan as part of Mr. Baxter’s buy-out grant, which were determined based on the amount of unvested equity awards that Mr. Baxter forfeited from his prior employer. These awards vest in full on July 15, 2021.

(3)	Reflects restricted stock units granted in 2019 under the 2018 Plan as part of Mr. Baxter’s buy-out grant, which were determined based on the amount of unvested equity awards that Mr. Baxter forfeited from his prior employer. These awards will vest in full on July 15, 2021.

(4)	Reflects restricted stock units granted in 2019 under the 2018 Plan. These awards vest in equal installments on each of April 15, 2020, 2021, 2022 and 2023.

(5)	Reflects restricted stock units granted in 2018 under the 2010 Plan. These awards vest in equal installments on each of April 15, ~~2017, 2018, 2019,~~2020, 2021, and ~~2020.~~2022.

~~(2)~~ (6)		~~Reflects restricted stock units granted in 2016 under the 2010 Plan. These awards vest in equal installments on each of April 15, 2017, 2018, 2019, and 2020.~~
~~(3)~~		Reflects the number of restricted stock units with performance-based and time-based vesting criteria granted in ~~2016~~2018 under the 2010 Plan that would be earned at the threshold performance level. The number of performance-based restricted stock units that are actually earned will be determined based on the Company’s Adjusted EPS for the three-year period commencing on the first day of the Company’s ~~2016~~2018 fiscal year and ending on the last day of the Company’s ~~2018~~2020 fiscal year, compared to the performance goals established by the ~~Committee.~~Committee, as modified based on Company’s Relative TSR. The earned portion of these awards vest on April 15, ~~2019.~~2021. These ~~performance-based~~ awards are not expected to ~~be earned.~~pay out. See “—Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation—Performance-Based Incentives—Long-Term Incentives—Performance-Based ~~Restricted Stock Units”~~Awards—2018 Performance-Based Awards” on page 3841 for further information regarding these awards.

~~(4)~~

(7)

Reflects stock options granted in ~~2015~~2017 under the 2010 Plan. These awards vest in equal installments on each of April 15, ~~2017, 2018,~~2020, and ~~2019.~~2021.

~~(5)~~

(8)

Reflects restricted stock units granted in ~~2015~~2017 under the 2010 Plan. These awards vest in equal installments on each of April 15, ~~2017, 2018,~~2020 and ~~2019.~~2021.

~~(6)~~

(9)

Reflects the number of restricted stock units with performance-based and time-based vesting criteria granted in ~~2015~~2017 under the 2010 Plan that would be earned at ~~target.~~the threshold performance level. The ~~number of performance-based restricted stock units that are actually earned will be determined based on the Company’s~~threshold Adjusted EPS for the three-year period commencing on the first day of the Company’s 2015 fiscal year and ending on the last day of the Company’s 2017 fiscal year, compared to the performance goals established by the Committee. The earned portion ofgoal was not achieved so these ~~awards vest on April 15, 2018. These~~ performance-based awards ~~are trending to pay out between threshold and target levels.~~were entirely forfeited. See “—Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation—Performance-Based Incentives—Long-Term Incentives—Performance-Based Awards—2017 Performance-Based Restricted Stock Units” on page 3841 for further information regarding these awards.

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~ (10)		51

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~~Executive Compensation~~

~~(7)~~

Reflects stock options granted in ~~2014~~2016 under the 2010 Plan. These awards vested in full on April 15, 2020.

(11)	Reflects restricted stock units granted in 2016 under the 2010 Plan. These awards vested in full on April 15, 2020.

(12)	Reflects a buy-out grant of time-based restricted stock units granted to Ms. Akay upon hire, the amount of which was determined based on the amount of unvested equity awards that Ms. Akay forfeited from her prior employer. These awards cliff vest on October 31, 2020.

(13)	Reflects restricted stock units granted in 2019 under the 2018 Plan. These awards vest in equal installments on each of ~~April~~September 15, ~~2017~~2020, 2021, 2022 and ~~2018.~~2023.

~~(8)~~ (14)		~~Reflects restricted stock units granted in 2014 under the 2010 Plan. These awards vest in equal installments on each of April 15, 2017 and 2018.~~
~~(9)~~		Reflects restricted stock units with performance-based and time-based vesting criteria granted in 2014 under the 2010 Plan. The number of performance-based restricted stock units that were earned were determined based on the Company’s Adjusted EPS for the two-year period commencing on the first day of the Company’s 2014 fiscal year and ending on the last day of the Company’s 2015 fiscal year, compared to the performance goals established by the Committee. These awards vested on April 15, 2017. See “— Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation—Performance-Based Incentives—Long-Term Incentives—Performance-Based Restricted Stock Units” on page 38 for further information regarding these awards.
~~(10)~~		~~Reflects stock options granted in 2013 under the 2010 Plan. These awards vested on April 2, 2017.~~
~~(11)~~		~~Reflects stock options granted in 2015 under the 2010 Plan. These awards vest in equal installments on each of July 15, 2017, 2018, and 2019.~~
~~(12)~~		~~Reflects restricted stock units granted in 2015 under the 2010 Plan. These awards vest in equal installments on each of July 15, 2017, 2018, and 2019.~~
~~(13)~~		~~Reflects restricted stock units granted in 2013 under the 2010 Plan. These awards vested on April 2, 2017.~~
~~(14)~~		Based on the January ~~27, 2017~~31, 2020 closing stock price of ~~$10.14.~~$4.01.

www.express.com

Executive Compensation

OPTION EXERCISES AND STOCK VESTED

The following table provides information relating to stock options exercised and stock awards that vested during ~~2016.~~2019.

Option Awards Stock Awards
Name
Number of Shares
Acquired on
Exercise (#)
      Value Realized on
Exercise ($)       Number of Shares
Acquired on
Vesting (#)       Value Realized on
Vesting ($)⁽¹⁾
David Kornberg — — 65,279 1,249,958
Matthew Moellering — — 44,651 907,119
John J. (“Jack”) Rafferty — — 22,582 458,290
Colin Campbell — — 22,582 458,290
Periclis (“Perry”) Pericleous — — 7,954 147,347

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)⁽¹⁾
Timothy Baxter		—		—		—		—
Matthew Moellering		—		—		46,381		174,856
Malissa Akay		—		—		—		—
Sara Tervo		—		—		—		—
Periclis (“Perry”) Pericleous		—		—		22,530		82,275
John J. (“Jack”) Rafferty		—		—		43,600		150,708
Douglas Tilson		—		—		31,804		113,868

(1)

Amounts reflect the market value of our common stock on the day the stock award vested.

PENSION BENEFITS

We do not sponsor any qualified or non-qualified defined benefit plans. The Board or Committee may elect to adopt qualified or non-qualified defined benefit plans in the future if it determines that doing so is in the Company’s best interest.

DEFERRED COMPENSATION

~~We provide a~~The non-qualified deferred compensation plan that we provided for our executive ~~officers. The non-qualified deferred compensation plan~~officers was terminated effective March 31, 2017. See “—Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation—Additional Executive Benefits and Perquisites—Retirement Plan Benefits—Non-Qualified Deferred Compensation Plan”Interest continued to accrue on ~~page 42. The following table provides the figures related to our Non-Qualified Deferred Compensation Plan for 2016.~~outstanding balances until distribution in April 2018.

Name       Executive
Contributions
($)       Company
Contributions
($)⁽¹⁾       Aggregate
Earnings
($)⁽²⁾
Aggregate
Withdrawals/
Distributions
($)
      Aggregate
Balance
at Year End
($)
David Kornberg 60,122 120,245 84,572 — 1,724,101
Matthew Moellering 39,178 78,355 70,940 — 1,439,245
John J. (“Jack”) Rafferty 22,720 45,439 248,110 — 4,920,104
Colin Campbell 124,115 43,391 175,601 — 3,506,813
Periclis (“Perry) Pericleous 12,758 25,516 4,762 — 111,680

~~(1)~~		~~These amounts were included in the All Other Compensation column~~ EXPRESS Notice of ~~the Summary Compensation Table on page 47.~~
~~(2)~~		~~The above-market portion~~2020 Annual Meeting of ~~these earnings was included in the Non-Qualified Deferred Compensation Earnings column of the Summary Compensation Table.~~

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~~Executive Compensation~~ 55

Executive Compensation

Employment ~~Related~~Related Agreements

~~DAVID KORNBERG~~

~~Prior to our IPO,~~TIMOTHY BAXTER

In connection with the appointment of Timothy Baxter as ~~part of our executive retention strategy,~~Chief Executive Officer, we entered into an employment agreement with Mr. ~~Kornberg. In connection with Mr. Kornberg’s promotion from President to President and CEO, we entered into a second amended and restated employment agreement with Mr. Kornberg,~~Baxter effective ~~January 30, 2015.~~June 17, 2019. The ~~amended and restated~~ employment agreement may be terminated at any time by us or Mr. ~~Kornberg.~~Baxter.

The ~~amended and restated~~ employment agreement provides for an annual base salary that is subject to annual review for potential increase, as well as short-term, performance-based cash incentive payment opportunities for each six-month operating season based on a percentage of Mr. ~~Kornberg’s~~Baxter’s base salary. See ~~“Compensation~~“Executive Compensation—Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation—Performance-Based Incentives—Short-Term Incentives” on page 36.

In addition, the ~~amended and restated~~ employment agreement provides that Mr. ~~Kornberg~~Baxter is eligible for equity-based compensation awards that are commensurate with his performance and position. Mr. ~~Kornberg~~Baxter is also entitled to participate in all employee benefit plans that we maintain and make available to our senior executives and is entitled to paid time off in accordance with our policies as in effect from time to time.

Specific to fiscal year 2019, under the employment agreement and as compensation for unvested equity awards foregone from Mr. Baxter’s former employer, Mr. Baxter received a special one-time equity grant with an aggregate value of $3.0 million in the form of 50% of grant value as stock options and the other 50% as restricted stock units, each of which will vest on the second anniversary of the grant date of July 15, 2019 (the “Sign-On Award”). The ~~amended~~Sign-On Award is subject to the award agreements governing the grant and ~~restated~~the 2018 Plan. Mr. Baxter also received a one-time, make-whole cash award of up to $925,000 as compensation for the annual bonus payment foregone from Mr. Baxter’s former employer (the “Sign-On Bonus”). See “Executive Compensation—Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation—One-Time Make-Whole and Hiring Related Awards” on page 43.

The employment agreement includes customary restrictions with respect to the use of our confidential information and provides that all intellectual property developed or conceived by Mr. ~~Kornberg~~Baxter while he is employed by us that relates to our business is Company property. During Mr. ~~Kornberg’s~~Baxter’s term of employment with us and during the 12-month period immediately thereafter, Mr. ~~Kornberg~~Baxter has agreed not to (1) solicit any of our associates, (2) interfere with or harm any of our business relationships, or (3) participate (whether as an officer, director, employee, or otherwise) in any competitive business.

IfUnder the employment agreement, if Mr. ~~Kornberg’s~~Baxter’s employment with the Company is terminated by the Company other than for ~~cause,~~Cause, or by Mr. ~~Kornberg~~Baxter for ~~good reason,~~Good Reason, and Mr. ~~Kornberg~~Baxter signs a general release, then Mr. ~~Kornberg~~Baxter will be entitled to receive (1) his base salary and medical and dental benefits for 18 months following separation from the ~~Company;~~Company, (2) the amount of cash incentive compensation that he would have otherwise received during the 12-month period following separation from the Company, (3) the amount of any unpaid short-term incentive bonus for any performance period ending prior to ~~his separation from~~ the ~~Company, plus~~termination date, based on actual achievement, and (4) a ~~pro rata amount of any actual~~prorated bonus ~~amount he would have been entitled to~~ for the performance period induring which ~~a separation from~~ the ~~Company~~termination of employment occurs, ~~had his employment continued, plus an amount equal~~based on actual achievement. In addition, if Mr. Baxter’s termination without Cause or with Good Reason occurs prior to ~~1.5 times~~ the ~~target bonus he would have been entitled to had his employment continued for one year beyond his separation from the Company; and (3) accelerated~~ vesting of ~~any cash or equity awards that would have otherwise vested in~~his Sign-On Award on July 15, 2021, then the ~~18 months following separation from~~entire amount of the ~~Company.~~Sign-On Award will vest immediately as of the termination date.

In the event that Mr. ~~Kornberg’s~~Baxter’s employment ~~with the Company~~ is terminated by the Company other than for ~~cause,~~Cause, or by Mr. ~~Kornberg~~Baxter for ~~good reason,~~Good Reason, and the termination occurs in connection with a change-in-control of the Company (as defined in the ~~2010~~2018 Plan), and Mr. ~~Kornberg~~Baxter signs a general release, then Mr. ~~Kornberg~~Baxter will be entitled to (1) a one-time payment equal to (a) two times ~~his~~Mr. Baxter’s annual base salary, plus any unpaid bonus for any performance period terminating prior to separation from the Company, plus a pro rata amount of any actual bonus amount he would have been entitled to for the performance period in which a separation from the Company occurs had his employment continued, plus an amount equal to two(b) 1.5 times ~~the target bonus he would have been entitled to had his employment continued for one year beyond his separation from the Company;~~Mr. Baxter’s annual cash incentive compensation at target; (2) medical and dental benefits for 18 months following separation from the Company; (3) the amount of any unpaid short-term incentive bonus for any performance period ending prior to the termination date, based on actual achievement; (4) a prorated bonus for the performance period during which termination occurs, based on actual achievement; and ~~(3)~~(5) automatic vesting of any unvested outstanding ~~equity~~equity-based and cash-based incentive awards (at target with respect to performance-based ~~stock~~ awards).

“Good ~~reason”~~Reason” under ~~the~~Mr. Baxter’s employment agreement generally includes (1) an adverse change in responsibilities, pay, or reporting relationship, (2) relocation of more than 60 miles from ~~Mr. Kornberg’s principal residence,~~the executive’s home, (3) failure by the Company to abide by the agreement, or (4) failure by any successor to assume the agreement. “Cause” under ~~the~~Mr. Baxter’s employment agreement generally includes (1) failure by the executive to perform his or her material duties, (2) conviction of a felony, or (3) misconduct in bad faith which could reasonably be expected to result in material harm to the ~~Company.~~Company, or (4) violation of any of the Company’s material policies.

~~OTHER EMPLOYMENT AGREEMENTS ENTERED INTO PRIOR TO THE IPO~~

MATTHEW MOELLERING

Prior to our IPO, as part of our executive retention strategy, we entered into an employment ~~agreements~~agreement with Mr. ~~Moellering, Mr. Rafferty, and Mr. Campbell.~~Moellering. The employment ~~agreements~~agreement may be terminated at any time ~~in the case of the applicable executive’s resignation, death or disability, or termination~~ by us or ~~the executive.~~Mr. Moellering.

~~Each such~~The employment agreement provides for an annual base salary that is subject to annual review for potential increase, as well as short-term, performance-based cash incentive payment opportunities for each six-month operating season based on a percentage of ~~the applicable executive’s~~Mr. Moellering’s base salary. See “—“Executive Compensation—Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation—Performance-Based Incentives—Short-Term Incentives” on page ~~36.~~32.

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~ 56		53

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~~Executive Compensation~~www.express.com

Executive Compensation

In addition, ~~each such~~the employment agreement provides that ~~the applicable executive~~Mr. Moellering is eligible for equity-based compensation awards that are commensurate with ~~the executive’s~~his performance and position. ~~Each such executive~~Mr. Moellering is also entitled to participate in all employee benefit plans that we maintain and make available to our senior executives and is entitled to paid time off in accordance with our policies as in effect from time to time.

The employment ~~agreements include~~agreement includes customary restrictions with respect to the use of our confidential information and ~~provide~~provides that all intellectual property developed or conceived by ~~the executive~~Mr. Moellering while ~~the executive~~he is employed by us that relates to our business is Company property. During ~~the executive’s~~Mr. Moellering’s term of employment with us and during the 12-month period immediately thereafter, ~~each executive~~Mr. Moellering has agreed not to (1) solicit any of our associates, (2) interfere with or harm any of our business relationships, or (3) participate (whether as an officer, director, employee, or otherwise) in any competitive business.

In April 2013, as part of the Committee’s annual review of executive compensation arrangements, the Committee approved changes to the severance arrangements for Mr. Moellering ~~Mr. Rafferty, and Mr. Campbell~~ in order to make them more competitive and to bring them in-line with the severance arrangements offered by the Company’s peer group.

Under the amended and restated employment agreement, if Mr. Moellering’s employment with the Company is terminated by the Company other than for Cause, or by Mr. Moellering for Good Reason, and Mr. Moellering signs a general release, then Mr. Moellering will be entitled to receive his base salary and medical and dental benefits for 18 months following separation from the Company. In addition, Mr. Moellering will also be entitled to receive the amount of cash incentive compensation that he would have otherwise received during the 12-month period following separation from the Company.

In the event that Mr. Moellering’s employment is terminated by the Company other than for Cause, or by Mr. Moellering for Good Reason, and the termination occurs in connection with a change-in-control of the Company (as defined in the 2010 Plan), and Mr. Moellering signs a general release, then Mr. Moellering will be entitled to (1) a one-time payment equal to (a) two times Mr. Moellering’s annual base salary, plus (b) 1.5 times Mr. Moellering’s annual cash incentive compensation at target; (2) medical and dental benefits for 18 months following separation from the Company; and (3) automatic vesting of any unvested outstanding equity awards (at target with respect to performance-based equity awards).

In March 2017, the Committee approved changes to Mr. Moellering’s amended and restated employment agreement as part of the Committee’s annual review of executive compensation solely for the purpose of modifying the relocation element of the “Good Reason” definition in order to make it more consistent with the market and the definition used in our then-CEO, Mr. Kornberg’s, employment agreement. Prior to the amendment, a required relocation outside the U.S. qualified as “Good Reason.” Under the new definition, a required relocation outside of a 60-mile radius of Mr. Moellering’s current residence qualifies as “Good Reason.”

“Good Reason” as amended, under Mr. Moellering’s employment agreement generally includes (1) an adverse change in responsibilities, pay, or reporting relationship, (2) relocation of more than 60 miles from the executive’s home, (3) failure by the Company to abide by the agreement, or (4) failure by any successor to assume the agreement. “Cause” under Mr. Moellering’s amended and restated employment agreement generally includes (1) failure by the executive to perform his or her material duties, (2) conviction of a felony, or (3) misconduct in bad faith which could reasonably be expected to result in material harm to the Company.

On February 4, 2019 we entered into a letter agreement (“Interim Letter Agreement”) with Mr. Moellering in connection with his appointment to Interim CEO and Interim President effective January 22, 2019. The Interim Letter Agreement provided for an annual base salary of $1,117,000 that continued until the last day of Mr. Moellering’s interim assignment, at which time Mr. Moellering’s base salary reverted to his base salary as of January 21, 2019. The Interim Letter Agreement did not amend any other provision of Mr. Moellering’s amended and restated employment agreement.

On September 23, 2019, we entered into a letter agreement (“Letter Agreement”) with Mr. Moellering pursuant to which he was promoted to President and Chief Operating Officer of the Company. The Letter Agreement provides for an annual base salary of $825,000 and a seasonal performance-based cash incentive target percentage of 90%. In addition, beginning with the Company’s annual grant of long-term incentive awards in fiscal 2020, the Letter Agreement provides for an annual long-term incentive compensation amount of $2,000,000.

OTHER SEVERANCE AGREEMENTS

We entered into severance agreements with Ms. Akay and Ms. Tervo in September 2019. We entered into a severance agreement with Mr. Pericleous in July 2015 in connection with his promotion to Senior Vice President, Chief Financial Officer and Treasurer.

The severance agreements include customary restrictions with respect to the use of our confidential information and provides that all intellectual property developed or conceived by the executive while he is employed by us which relates to our business is Company property. Each executive has also agreed not to (1) solicit any of our associates, (2) interfere with or harm any of our business relationships, or (3) participate (whether as an officer, director, employee, or otherwise) in any competitive business during the term of his employment and during the 12-month period immediately thereafter.

Under the severance agreement, if the executive’s employment with the Company is terminated by the Company other than for ~~cause,~~Cause, or by the executive for ~~good reason,~~Good Reason, and the executive signs a general release, then the executive will be entitled to receive his or her base salary and medical and dental benefits for 18 months following separation from the Company. In addition, the executive will also be entitled to receive the amount of cash incentive compensation that ~~the executive~~he or she would have otherwise received during the 12-month period following separation from the Company.

EXPRESS Notice of 2020 Annual Meeting of Stockholders

Executive Compensation

In the event that the executive’s employment is terminated by the Company other than for ~~cause,~~Cause, or by the executive for ~~good reason,~~Good Reason, and the termination occurs in connection with a change-in-control of the Company (as defined in the ~~2010~~2018 Plan), and the executive signs a general release, then the executive will be entitled to (1) a one-time payment equal to (a) two times the executive’s annual base salary, plus (b) 1.5 times the executive’s annual cash incentive compensation at target; (2) medical and dental benefits for 18 months following separation from the Company; and (3) automatic vesting of any unvested outstanding equity awards (at target with respect to performance-based stock awards).

On March 13, 2017, the Committee approved changes to the amended and restated employment agreements as part of the Committee’s annual review of executive compensation arrangements solely for the purpose of modifying the definition of “Good Reason” with respect to relocation to better align with market practice and make consistent with Mr. Kornberg’s employment agreement. Prior to the amendment, a required relocation outside the U.S. qualified as “Good Reason.” Under the new definition, a required relocation outside of a 60-mile radius of the executive’s current residence qualifies as “Good Reason.”

“Good Reason” ~~as amended,~~, under the ~~employment~~severance agreements generally ~~includes~~include (1) an adverse change in responsibilities, pay, or reporting relationship, (2) relocation of more than 60 miles from the executive’s current residence, (3) failure by the Company to abide by the agreement, or (4) failure by any successor to assume the agreement. “Cause” under the employment agreements generally includes (1) failure by the executive to perform his or her material duties, (2) conviction of a felony, or (3) misconduct in bad faith which could reasonably be expected to result in material harm to the Company.

~~SEVERANCE AGREEMENT~~

We entered into a severance agreement with Mr. Pericleous in July 2015 in connection with his promotion to Senior Vice President, Chief Financial Officer and Treasurer. The severance agreement includes customary restrictions with respect to the use of our confidential information and provides that all intellectual property developed or conceived by Mr. Pericleous while he is employed by us which relates to our business is Company property. Mr. Pericleous has also agreed not to (1) solicit any of our associates, (2) interfere with or harm any of our business relationships, or (3) participate (whether as an officer, director, employee, or otherwise) in any competitive business during the term of his employment and during the 12-month period immediately thereafter.

Under the severance agreement, if Mr. Pericleous’ employment with the Company is terminated by the Company other than for cause, or by Mr. Pericleous for good reason, and Mr. Pericleous signs a general release, then he will be entitled to receive his base salary and medical and dental benefits for 18 months following separation from the Company. In addition, Mr. Pericleous will also be entitled to receive the amount of cash incentive compensation that he would have otherwise received during the 12-month period following separation from the Company.

In the event that Mr. Pericleous’ employment is terminated by the Company other than for cause, or by Mr. Pericleous for good reason, and the termination occurs in connection with a change-in-control of the Company (as defined in the 2010 Plan), and Mr. Pericleous signs a general release, then Mr. Pericleous will be entitled to (1) a one-time payment equal to (a) two times Mr. Pericleous’ annual base salary, plus (b) 1.5 times Mr. Pericleous’ annual cash incentive compensation at target; (2) medical and dental benefits for 18 months following separation from the Company; and (3) automatic vesting of any unvested outstanding equity awards (at target with respect to performance-based stock awards).

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~~Executive Compensation~~

On March 13, 2017, the Committee approved changes to the severance agreement as part of the Committee’s annual review of executive compensation arrangements solely for the purpose of modifying the definition of “Good Reason” with respect to relocation to better align with market practice and make consistent with Mr. Kornberg’s employment agreement. Prior to the amendment, a required relocation outside the U.S. qualified as “Good Reason.” Under the new definition, a required relocation outside of a 60-mile radius of Mr. Pericleous’ current residence qualifies as “Good Reason.”

“Good Reason” as amended, under the severance agreement generally includes (1) an adverse change in responsibilities, pay, or reporting relationship, (2) relocation of more than 60 miles from Mr. Pericleous’ current residencehome, (3) failure by the Company to abide by the agreement, or (4) failure by any successor to assume the agreement. “Cause” under the severance ~~agreement~~agreements generally ~~includes~~include (1) failure to perform material duties, (2) conviction of a felony, or (3) misconduct in bad faith which could reasonably be expected to result in material harm to the Company.

~~INDEMNIFICATION AGREEMENTS~~

INDEMNIFICATION AGREEMENTS

We are party to indemnification agreements with each of our NEOs and directors. The indemnification agreements provide our NEOs and directors with contractual rights to indemnification, expense advancement, and reimbursement, to the fullest extent permitted under the General Corporation Law of the State of ~~Delaware.~~Delaware (“DGCL”). Our Bylaws also provide that we will indemnify our directors and officers to the fullest extent permitted by the ~~General Corporation Law of the State of Delaware.~~DGCL.

www.express.com

Executive Compensation

Potential Payments Upon ~~Termination~~Termination and Change-in-Control

The information below describes and quantifies certain compensation that would have become payable under employment and severance agreements with our NEOs if their employment with us had been terminated as of ~~January 28, 2017.~~February 1, 2020. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed upon a termination or change-in-control may be different. Factors that could affect these amounts include the timing during the year of any such event. Further, the information below does not incorporate changes to base salary, cash incentive compensation, bonus opportunities, and equity awards granted after ~~January 28, 2017.~~February 1, 2020.

TIMOTHY BAXTER

Component	Voluntary Resignation or Retirement ($)	Involuntary without Cause or Voluntary with Good Reason with Signed Release ($)		Involuntary without Cause or Voluntary with Good Reason following Change in Control with Signed Release ($)		Disability ($)⁽⁶⁾		Death ($)
Base Salary	—	1,500,000	⁽¹⁾	—		1,000,000		—
Bonus	—	1,300,000	⁽²⁾	5,380,000	⁽⁴⁾	—		—
Total Cash Severance (sub-total)	—	2,800,000		5,380,000		1,000,000		—
Value of Accelerated Equity/Performance Cash	—	—		6,984,661	⁽⁵⁾	6,984,661	⁽⁵⁾	6,984,661	⁽⁵⁾
Benefits and Perquisites	—	25,221	⁽³⁾	25,221	⁽³⁾	6,300		—
Total Severance	—	2,825,221		12,389,882		7,990,961		6,984,661

~~DAVID KORNBERG~~(1)

Component       Voluntary
Resignation or
Retirement
($)       Involuntary
without Cause
or Voluntary
with Good
Reason with
Signed Release
($)
Involuntary
without Cause
or Voluntary
with Good Reason
following Change
in Control with
Signed Release
($)
      Disability
($)⁽⁷⁾       Death
($)
Base Salary — 1,500,000 ⁽¹⁾ — 1,000,000 —
Bonus — 1,950,000 ⁽²⁾ 4,600,000 ⁽⁵⁾ — —
Total Cash Severance (sub-total) — 3,450,000 4,600,000 1, 000,000 —
Value of Accelerated Equity — 2,368,521 ⁽³⁾ 4,254,004 ⁽⁶⁾ 4,205,372 ⁽⁸⁾ 4,205,372 ⁽⁸⁾
Benefits and Perquisites — 25,831 ⁽⁴⁾ 25,831 ⁽⁴⁾ 5,904 —
Total Severance — 5,844,352 8,879,835 5,211,276 4,205,372

~~(1)~~

Represents 18 months of salary continuation.

(2)	This amount includes the guaranteed Fall ~~2016~~2019 performance-based short-term cash incentive award payout of ~~$0 plus 1.5 times the annual short term~~$780,000 and Spring 2020 performance-based short-term cash incentive ~~compensation~~award estimated at 100% of target.

(3)	The value of accelerated equity is based on the January 27, 2017 closing stock price of $10.14 per share. Amount represents the value of equity awards that would have otherwise vested in the 18 months following separation from the Company.
~~(4)~~	Estimates for benefits and perquisites include the continuation of medical and dental benefits for the executive and his dependents for 18 months.

~~(5)~~

(4)

Represents ~~the Fall 2016 performance-based cash incentive award payout of $0 plus~~ a lump sum payment equal to two times annual base salary and ~~two~~1.5 times the annual short-term performance-based cash incentive compensation target.

~~(6)~~

(5)

The value of accelerated equity is based on the January ~~27, 2017~~31, 2020 closing stock price of ~~$10.14~~$4.01 per share. Amount represents the value of all unvested equity as of ~~January 28, 2017 (at target~~February 1, 2020 and the unvested performance-based cash award granted in ~~the case of performance-based restricted stock units).~~2019 at target.

~~(7)~~

(6)

If Mr. ~~Kornberg~~Baxter became permanently and totally disabled on ~~January 28, 2017,~~February 1, 2020, he would receive one year of salary continuation from us and six months of benefits continuation. Additional eligible disability compensation would be provided by a third-party insurance company and not paid by us.

MATTHEW MOELLERING

Component	Voluntary Resignation or Retirement ($)	Involuntary without Cause or Voluntary with Good Reason with Signed Release ($)		Involuntary without Cause or Voluntary with Good Reason following Change in Control with Signed Release ($)		Disability ($)⁽⁶⁾		Death ($)
Base Salary	—	1,237,500	⁽¹⁾	—		825,000		—
Bonus	—	297,000	⁽²⁾	2,763,750	⁽⁴⁾	—		—
Total Cash Severance (sub-total)	—	1,534,500		2,763,750		825,000		—
Value of Accelerated Equity/Performance Cash	—	—		2,124,890	⁽⁵⁾	1,659,317	⁽⁵⁾	1,659,317	⁽⁵⁾
Benefits and Perquisites	—	25,221	⁽³⁾	25,221	⁽³⁾	6,227		—
Total Severance	—	1,559,721		4,913,861		2,490,544		1,659,317

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~ (1)		55

~~Table of Contents~~

~~Executive Compensation~~

~~(8)~~

The value of accelerated equity is based on the January 27, 2017 closing stock price of $10.14 per share. For grants awarded prior to 2014, the number of shares subject to each grant that will vest is the number of shares that would have vested had employment continued through the first vesting date to occur after the date of disability or death. For grants awarded in or after 2014, reflects the vesting of all unvested equity awards (at target in the case of performance-based restricted stock units).

~~MATTHEW MOELLERING~~

Component       Voluntary
Resignation or
Retirement
($)
Involuntary
without Cause
or Voluntary
with Good
Reason with
Signed Release
($)

Involuntary
without Cause
or Voluntary
with Good Reason
following Change
in Control with
Signed Release
($)
      Disability
($)⁽⁶⁾       Death
($)
Base Salary — 1,189,500 ⁽¹⁾ — 793,000 —
Bonus — 269,620 ⁽²⁾ 2,597,075 ⁽⁴⁾ — —
Total Cash Severance (sub-total) — 1,459,120 2,597,075 793,000 —
Value of Accelerated Equity — — 1,343,560 ⁽⁵⁾ 1,300,029 ⁽⁷⁾ 1,300,029 ⁽⁷⁾
Benefits and Perquisites — 25,831 ⁽³⁾ 25,831 ⁽³⁾ 5,757 —
Total Severance — 1,484,951 3,996,466 2,098,786 1,300,029

~~(1)~~

Represents 18 months of salary continuation.

(2)

This amount includes the Fall ~~2016~~2019 performance-based short-term cash incentive award payout of $0 and the Spring ~~2016~~2020 performance-based short-term cash incentive award estimated at 100% of target.

(3)

Estimates for benefits and perquisites include the continuation of medical and dental benefits for the executive and his dependents for 18 months.

(4)

Represents a lump sum payment equal to two times annual base salary and 1.5 times the annual short-term performance-based cash incentive compensation target.

~~(5)~~

EXPRESS Notice of 2020 Annual Meeting of Stockholders

Executive Compensation

(5)

The value of accelerated equity is based on the January ~~27, 2017~~31, 2020 closing stock price of ~~$10.14~~$4.01 per share. Amount represents the value of all unvested equity as of ~~January 28, 2017~~February 1, 2020 (at target in the case of performance-based restricted stock units). and the unvested performance-based cash award granted in 2019 at target.

(6)

If Mr. Moellering became permanently and totally disabled on ~~January 28, 2017,~~February 1, 2020, he would receive one year of salary continuation from us and six months of benefits continuation. Additional eligible disability compensation would be provided by a third-party insurance company and not paid by us.

MALISSA AKAY

Component	Voluntary Resignation or Retirement ($)	Involuntary without Cause or Voluntary with Good Reason with Signed Release ($)		Involuntary without Cause or Voluntary with Good Reason following Change in Control with Signed Release ($)		Disability ($)⁽⁷⁾		Death ($)
Base Salary	—	1,087,500	⁽¹⁾	—		725,000		—
Bonus	—	543,750	⁽²⁾	2,265,625	⁽⁵⁾	—		—
Total Cash Severance (sub-total)	—	1,631,250		2,265,625		725,000		—
Value of Accelerated Equity/Performance Cash	—	155,728	⁽³⁾	1,189,709	⁽⁶⁾	1,189,709	⁽⁶⁾	1,189,709	⁽⁶⁾
Benefits and Perquisites	—	29,310	⁽⁴⁾	29,310	⁽⁴⁾	5,831		—
Total Severance	—	1,816,288		3,484,644		1,920,540		1,189,709

~~(7)~~

(1)

Represents 18 months of salary continuation.

(2)	This amount includes the guaranteed Fall 2019 short-term performance-based cash incentive award payout of $326,250 and the Spring 2020 short-term performance-based cash incentive award estimated at 100% of target.

(3)

The value of accelerated equity is based on the January ~~27, 2017~~31, 2020 closing stock price of ~~$10.14~~$4.01 per share. ~~For grants awarded prior to 2014,~~Amount represents the ~~number~~value of ~~shares subject to each~~the special new hire grant that will vest is the number of shares that would have vested had employment continued through the first vesting date to occur after the date of disability or death. For grants awarded in or after 2014, reflects the vesting of all unvested equity awards (estimated at target in the case of performance-based restricted stock units).for 38,835 shares.

~~JOHN J. (“JACK”) RAFFERTY~~(4)

Estimates for benefits and perquisites include the continuation of medical and dental benefits for the executive and her dependents for 18 months.

Component       Voluntary
Resignation or
Retirement
($)
Involuntary
without Cause
or Voluntary
with Good
Reason with
Signed Release
($)

Involuntary
without Cause
or Voluntary
with Good Reason
following Change
in Control with
Signed Release
($)
      Disability
($)⁽⁷⁾       Death
($)
Base Salary — 873,000 ⁽²⁾ — 582,000 —
Bonus — 151,320 ⁽³⁾ 1,731,450 ⁽⁵⁾ — —
Total Cash Severance (sub-total) — 1,024,320 1,731,450 582,000 —
Value of Accelerated Equity 297,179 ⁽¹⁾ 297,179 ⁽¹⁾ 711,098 ⁽⁶⁾ 688,455 ⁽⁸⁾ 688,455 ⁽⁸⁾
Benefits and Perquisites — 17,319 ⁽⁴⁾ 17,319 ⁽⁴⁾ 3,837 —
Total Severance 297,179 1,338,818 2,459,867 1,274,292 688,455

~~(1)~~

(5)

Represents a lump sum payment equal to two times annual base salary and 1.5 times the annual short-term performance-based cash incentive compensation target.

(6)

~~Mr. Rafferty is eligible for certain retirement benefits.~~

The value of accelerated equity is based on the January ~~27, 2017~~31, 2020 closing stock price of ~~$10.14~~$4.01 per share. Amount represents the value of all unvested ~~stock options~~equity as of February 1, 2020 and the unvested performance-based cash award granted in ~~2014, 2015,~~2019 at target.

(7)

If Ms. Akay became permanently and ~~2016~~totally disabled on February 1, 2020, she would receive one year of salary continuation from us and six months of benefits continuation. Additional eligible disability compensation would be provided by a ~~pro rata portion of unvested restricted stock units granted in 2014, 2015,~~third-party insurance company and 2016 (based on actual performance for performance-based restricted stock units granted in 2014, and estimated at target in the case of performance-based restricted stock units granted in 2015 and 2016).not paid by us.

SARA TERVO

Component	Voluntary Resignation or Retirement ($)	Involuntary without Cause or Voluntary with Good Reason with Signed Release ($)		Involuntary without Cause or Voluntary with Good Reason following Change in Control with Signed Release ($)		Disability ($)⁽⁶⁾		Death ($)
Base Salary	—	900,000	⁽¹⁾	—		600,000		—
Bonus	—	450,000	⁽²⁾	1,875,000	⁽⁴⁾	—		—
Total Cash Severance (sub-total)	—	1,350,000		1,875,000		600,000		—
Value of Accelerated Equity/Performance Cash	—	—		804,209	⁽⁵⁾	804,209	⁽⁵⁾	804,209	⁽⁵⁾
Benefits and Perquisites	—	29,310	⁽³⁾	29,310	⁽³⁾	5,778		—
Total Severance	—	1,379,310		2,708,519		1,409,987		804,209

~~(2)~~

(1)

Represents 18 months of salary continuation.

(2)

This amount includes the guaranteed Fall 2019 short-term performance-based cash incentive award payout of $270,000 and the Spring 2020 short-term performance-based cash incentive award estimated at 100% of target.

(3)	Estimates for benefits and perquisites include the continuation of medical and dental benefits for the executive and her dependents for 18 months.

60		www.express.com

Executive Compensation

~~Table of Contents~~

~~Executive Compensation~~ (4)

Represents a lump sum payment equal to two times annual base salary and 1.5 times the annual short-term performance-based cash incentive compensation target.

~~(3)~~

(5)

The value of accelerated equity is based on the January 31, 2020 closing stock price of $4.01 per share. Amount represents the value of all unvested equity as of February 1, 2020 and the unvested performance-based cash award granted in 2019 at target.

(6)	If Ms. Tervo became permanently and totally disabled on February 1, 2020, she would receive one year of salary continuation from us and six months of benefits continuation. Additional eligible disability compensation would be provided by a third-party insurance company and not paid by us.

PERICLIS (“PERRY”) PERICLEOUS

Component	Voluntary Resignation or Retirement ($)	Involuntary without Cause or Voluntary with Good Reason with Signed Release ($)		Involuntary without Cause or Voluntary with Good Reason following Change in Control with Signed Release ($)		Disability ($)⁽⁶⁾		Death ($)
Base Salary	—	750,000	⁽¹⁾	—		500,000		—
Bonus	—	130,000	⁽²⁾	1,487,500	⁽⁴⁾	—		—
Total Cash Severance (sub-total)	—	880,000		1,487,500		500,000		—
Value of Accelerated Equity/Performance Cash	—	—		1,178,262	⁽⁵⁾	813,382	⁽⁵⁾	813,382	⁽⁵⁾
Benefits and Perquisites	—	25,221	⁽³⁾	25,221	⁽³⁾	6,090		—
Total Severance	—	905,221		2,690,983		1,319,472		813,382

(1)	Represents 18 months of salary continuation.

(2)	This amount includes the Fall ~~2016~~2019 short-term performance-based cash incentive award payout of $0 and the Spring ~~2016~~2020 short-term performance-based cash incentive award estimated at 100% of target.

~~(4)~~

(3)

Estimates for benefits and perquisites include the continuation of medical and dental benefits for the executive and his dependents for 18 months.

~~(5)~~

(4)

Represents a lump sum payment equal to two times annual base salary and 1.5 times the annual short-term performance-based cash incentive compensation target.

~~(6)~~

(5)

The value of accelerated equity is based on the January ~~27, 2017~~31, 2020 closing stock price of ~~$10.14~~$4.01 per share. Amount represents the value of all unvested equity as of ~~January 28, 2017~~February 1, 2020 (at target in the case of performance-based restricted stock units). and the unvested performance-based cash award granted in 2019 at target.

~~(7)~~ (6)		If Mr. ~~Rafferty~~Pericleous became permanently and totally disabled on ~~January 28, 2017,~~February 1, 2020, he would receive one year of salary continuation from us and six months of benefits continuation. Additional eligible disability compensation would be provided by a third-party insurance company and not paid by us.
~~(8)~~		The value of accelerated equity is based on the January 27, 2017 closing stock price of $10.14 per share. For grants awarded prior to 2014, the number of shares subject to each grant that will vest is the number of shares that would have vested had employment continued through the first vesting date to occur after the date of disability or death. For grants awarded in and after 2014, reflects the vesting of all unvested equity awards (estimated at target in the case of performance-based restricted stock units).

EXPRESS ~~COLIN CAMPBELL~~

Component       Voluntary
Resignation or
Retirement
($)       Involuntary
without Cause
or Voluntary
with Good
Reason with
Signed Release
($)
Involuntary
without Cause
or Voluntary
with Good Reason
following Change
in Control with
Signed Release
($)

Disability
($)⁽⁷⁾
      Death
($)
Base Salary — 873,000 ⁽²⁾ — 582,000 —
Bonus — 139,680 ⁽³⁾ 1,687,800 ⁽⁵⁾ — —
Total Cash Severance (sub-total) — 1,012,680 1,687,800 582,000 —
Value of Accelerated Equity 297,179 ⁽¹⁾ 297,179 ⁽¹⁾ 711,098 ⁽⁶⁾ 688,455 ⁽⁸⁾ 688,455 ⁽⁸⁾
Benefits and Perquisites — 17,319 ⁽⁴⁾ 17,319 ⁽⁴⁾ 3,837 —
Total Severance 297,179 1,327,178 2,416,217 1,274,292 688,455

~~(1)~~		Mr. Campbell is eligible for certain retirement benefits. The value of accelerated equity is based on the January 27, 2017 closing stock price of $10.14 per share. Amount represents the value of all unvested stock options granted in 2014, 2015, and 2016 and a pro rata portion of unvested restricted stock units granted in 2014, 2015, and 2016 (based on actual performance for performance-based restricted stock units granted in 2014, and estimated at target in the case of performance-based restricted stock units granted in 2015 and 2016).
~~(2)~~		~~Represents 18 months of salary continuation.~~
~~(3)~~		~~This amount includes the Fall 2016 performance-based cash incentive award payout of $0, and the Spring 2016 performance-based cash incentive award estimated at 100% of target.~~
~~(4)~~		~~Estimates for benefits and perquisites include the continuation of medical and dental benefits for the executive and his dependents for 18 months.~~
~~(5)~~		~~Represents a lump sum payment equal to two times annual base salary and 1.5 times the annual short-term cash incentive compensation target.~~
~~(6)~~		The value of accelerated equity is based on the January 27, 2017 closing stock price of $10.14 per share. Amount represents the value of all unvested equity as of January 28, 2017 (at target in the case of performance-based restricted stock units).
~~(7)~~		If Mr. Campbell became permanently and totally disabled on January 28, 2017, he would receive one year of salary continuation from us and six months of benefits continuation. Additional eligible disability compensation would be provided by a third-party insurance company and not paid by us.
~~(8)~~		The value of accelerated equity is based on the January 27, 2017 closing stock price of $10.14 per share. For grants awarded prior to 2014, the number of shares subject to each grant that will vest is the number of shares that would have vested had employment continued through the first vesting date to occur after the date of disability or death. For grants awarded in and after 2014, reflects the vesting of all unvested equity awards (estimated at target in the case of performance-based restricted stock units).

~~EXPRESS~~Notice of ~~2017~~2020 Annual Meeting of Stockholders		57
		61

Executive Compensation

FORMER EXECUTIVES

Mr. Rafferty left the Company on October 3, 2019 and Mr. Tilson left the Company on September 27, 2019. Each of Mr. Rafferty’s and Mr. Tilson’s amended and restated employment agreement with the Company provides for certain payments in the event of a termination by the Company without Cause, as defined in each executive’s amended and restated employment agreement, or the executive’s termination for Good Reason, as defined in each executive’s amended and restated employment agreement. Each of Mr. Mr. Rafferty’s and Mr. Tilson’s terminations qualified under these provisions.

As a result, Mr. Rafferty is entitled to receive 18 months of salary continuation equal to $873,000; the Fall 2019 short-term performance-based cash incentive payout he would have received had his employment continued in the amount of ($0) and the Spring 2020 short-term performance-based cash incentive payout he would have received had his employment continued, which will be determined after the Spring 2020 season has concluded and at 100% of target would be equal to $151,320. Mr. Rafferty is also entitled to continuation of medical and dental benefits for himself and his dependents for a period of 18 months (estimated value of $19,316).

Mr. Tilson is entitled to receive 18 months of salary continuation equal to $707,250; the Fall 2019 short-term performance-based cash incentive payout he would have received had his employment continued in the amount of ($0) and the Spring 2020 short-term performance-based cash incentive payout he would have received had his employment continued, which will be determined after the Spring 2020 season has concluded and at 100% of target would be equal to $113,160. Mr. Tilson is also entitled to continuation of medical and dental benefits for himself and his dependents for a period of 18 months (estimated value of $29,285).

CEO Compensation Relative to Median Company Employee

CEO compensation for 2019 as reflected in the Summary Compensation Table was $7,050,387. The median employee was selected from the dataset that was used to determine our median employee at the end of ~~Contents~~2017, using the population of employees, excluding the CEO, that were employed on the last day of the Company’s 2017 fiscal year based on taxable wages earned by such persons during calendar year 2017. Although our median employee identified at the end of 2017 is no longer with the Company, SEC rules allow us to use another employee whose compensation is substantially similar to the original median employee based on the compensation measure used to select the original median employee. As of the last day of fiscal year 2019, the Company employed 13,696 associates, approximately 3,013 of whom were full-time employees and 10,683 of whom were part-time employees. The Company determined that the median Company associate, excluding the CEO, is a part-time employee who makes approximately $6,117 per year. As a result, CEO compensation in 2019 was approximately 1,152 times that of the median annual compensation for all other associates.

The Company annualized the taxable wages of employees who were hired in the middle of calendar year 2017 using such person’s standard working hours. The Company believes that its determination of the median employee is reasonable based on guidance issued by the SEC. SEC rules for identifying the median employee allow companies to apply various methodologies and apply various assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.

~~Executive Compensation~~62

www.express.com

~~PERICLIS (“PERRY”) PERICLEOUS~~

Component       Voluntary
Resignation or
Retirement
($)       Involuntary
without Cause
or Voluntary
with Good
Reason with
Signed Release
($)       Involuntary
without Cause
or Voluntary
with Good Reason
following Change
in Control with
Signed Release
($)       Disability
($)⁽⁶⁾       Death
($)
Base Salary — 667,500 ⁽¹⁾ — 445,000 —
Bonus — 106,800 ⁽²⁾ 1,290,500 ⁽⁴⁾ — —
Total Cash Severance (sub-total) — 774,300 1,290,500 445,000 —
Value of Accelerated Equity — — 393,777 ⁽⁵⁾ 373,777 ⁽⁷⁾ 373,777 ⁽⁷⁾
Benefits and Perquisites — 25,831 ⁽³⁾ 25,831 ⁽³⁾ 5,551 —
Total Severance — 800,131 1,710,108 824,328 373,777

~~(1)~~		~~Represents 18 months of salary continuation.~~
~~(2)~~		~~This amount includes the Fall 2016 performance-based cash incentive award payout of $0 and the Spring 2016 performance-based cash incentive award estimated at 100% of target.~~
~~(3)~~		~~Estimates for benefits and perquisites include the continuation of medical and dental benefits for the executive and his dependents for 18 months.~~
~~(4)~~		~~Represents a lump sum payment equal to two times annual base salary and 1.5 times the annual short-term cash incentive compensation target.~~
~~(5)~~		The value of accelerated equity is based on the January 27, 2017 closing stock price of $10.14 per share. Amount represents the value of all unvested equity as of January 28, 2017 (at target in the case of performance-based restricted stock units).
~~(6)~~		If Mr. Pericleous became permanently and totally disabled on January 28, 2017, he would receive one year of salary continuation from us and six months of benefits continuation. Additional eligible disability compensation would be provided by a third-party insurance company and not paid by us.
~~(7)~~		The value of accelerated equity is based on the January 27, 2017 closing stock price of $10.14 per share. For grants awarded prior to 2014, the number of shares subject to each grant that will vest is the number of shares that would have vested had employment continued through the first vesting date to occur after the date of disability or death. For grants awarded in and after 2014, reflects the vesting of all unvested equity awards (estimated at target in the case of performance-based restricted stock units).

~~www.express.com~~

~~Table of Contents~~

Stock ~~Ownership~~Ownership Information

The following table sets forth information regarding beneficial ownership of our common stock as of April ~~10, 2017,~~20, 2020 for (1) each person who is known by us to own beneficially more than 5% of our common stock (a “5% stockholder”), (2) each director, director nominee, and named executive officer, and (3) all directors and executive officers as a group.

Beneficial ownership, for purposes of the following table, is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof, or has the right to acquire such powers within 60 days. Common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April ~~10, 2017~~20, 2020 and common stock issuable upon the vesting of restricted stock units within 60 days are deemed to be outstanding and beneficially owned by the person holding the options or restricted stock units, as applicable, for purposes of computing the percentage ownership of that person and any group of which that person is a member. These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Percentage of beneficial ownership of our 5% stockholders is based on ~~78,455,141~~64,456,389 shares of common stock ~~outstanding for stockholders other than our executive officers and directors.~~outstanding. Percentage of beneficial ownership of our named executive officers and directors is based on ~~78,455,141~~64,456,389 shares of common stock outstanding plus options currently exercisable or exercisable within 60 days of April ~~10, 2017~~20, 2020 and restricted stock units scheduled to vest within 60 days of April ~~10, 2017~~20, 2020 held by ~~any~~such named executive officer or ~~director included in the group for which percentage ownership has been calculated.~~director. Except as disclosed in the footnotes to the following table and subject to applicable community property laws, we believe that each ~~stockholder~~beneficial owner identified in the following table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder. Unless otherwise indicated in the following table or footnotes below, the address for each beneficial owner is c/o Express, Inc., 1 Express Drive, Columbus, Ohio 43230.

Name and Address Shares Beneficially
Owned Percent of
Stock Outstanding
5% Stockholders:
Blackrock, Inc.⁽¹⁾ 9,746,901 12.4%
The Vanguard Group, Inc.⁽²⁾ 6,804,017 8.7%
Dimensional Fund Advisors LP⁽³⁾ 6,101,160 7.8%
Named Executive Officers and Directors:
David Kornberg⁽⁴⁾ 488,496 *
Matthew Moellering⁽⁵⁾ 433,865 *
John J. (“Jack”) Rafferty⁽⁶⁾ 265,082 *
Colin Campbell⁽⁷⁾ 307,070 *
Periclis Pericleous⁽⁸⁾ 39,667 *
Michael Archbold⁽⁹⁾ 34,735 *
Terry Davenport⁽¹⁰⁾ 5,181 *
Michael F. Devine⁽¹¹⁾ 38,934 *
Theo Killion⁽¹²⁾ 33,410 *
Karen Leever⁽¹³⁾ 7,074 *
Mylle Mangum⁽¹⁴⁾ 41,624 *
Peter Swinburn⁽¹⁵⁾ 34,735 *
All Current Directors and Executive
Officers as a Group (15 persons) 2,079,382 2.6%

Name and Address	Shares Beneficially Owned	Percent of Stock Outstanding
5% Stockholders:
Blackrock, Inc.⁽¹⁾	10,671,618	16.6%
Contrarius Investment Management Limited⁽²⁾	6,104,574	9.5%
Dimensional Fund Advisors LP⁽³⁾	5,601,373	8.7%
Divisar Capital Management LLC.⁽⁴⁾	5,152,231	8.0%
The Vanguard Group, Inc.⁽⁵⁾	4,958,300	7.7%
T. Rowe Price Associates, Inc.⁽⁶⁾	4,585,798	7.1%
Renaissance Technologies LLC⁽⁷⁾	3,813,900	5.9%
No Street GP LP⁽⁸⁾	3,800,000	5.9%
Named Executive Officers and Directors:
Timothy Baxter⁽⁹⁾	—
Matthew Moellering⁽¹⁰⁾	605,228	*
Malissa Akay⁽¹¹⁾	—	*
Sara Tervo⁽¹²⁾	—	*
Periclis (“Perry”) Pericleous⁽¹³⁾	137,412	*
Michael Archbold⁽¹⁴⁾	113,571	*
Terry Davenport⁽¹⁴⁾	84,017	*
Michael F. Devine⁽¹⁵⁾	127,770	*
Karen Leever⁽¹⁴⁾	85,910	*
Mylle Mangum⁽¹⁶⁾	148,188	*
Winnie Park⁽¹⁴⁾	60,039	*
Peter Swinburn⁽¹⁴⁾	113,571	*
John J. Jack Rafferty⁽¹⁷⁾	317,445	*
Douglas Tilson⁽¹⁸⁾	270,309	*
All Current Directors and Executive Officers as a Group (12 persons)⁽¹⁹⁾	1,475,706	2.3%

~~(1)~~

Less than one percent.

(1)

Based on a Schedule 13G/A filed with the SEC by Blackrock, Inc. and its subsidiaries (collectively, “Blackrock”) on ~~January 12, 2017.~~February 4, 2020. As of December 31, ~~2016,~~2019, Blackrock is the beneficial owner of ~~9,746,901~~10,671,618 shares, as to which it has sole voting power as to ~~9,534,553~~10,547,416 shares and sole dispositive power as to all of such shares. The address for Blackrock is 55 East 52nd Street, New York, NY ~~10022.~~10055.

(2)

Based on a Schedule 13G/A filed with the SEC by Contrarius Investment Management Limited (“Contrarius”) on February 6, 2020. As of December 31, 2019, Contrarius and Contrarius Investment Management (Bermuda) Limited together beneficially held 6,104,574 shares, and shared the power to vote and the power to dispose or direct the disposition of all shares held. The address of Contrarius is 2 Bond Street, St. Helier, Jersey JE2 3NP, Channel Islands. The address of Contrarius Investment Management (Bermuda) Limited is Waterloo House, 100 Pitts Bay Road, Pembroke HM 08 Bermuda.

(3)

Based on a Schedule 13G/A filed with the SEC by Dimensional Fund Advisors LP or its subsidiaries (the “Dimensional Funds”) on February 12, 2020. As of December 31, 2019, the Dimensional Funds are beneficial owners of 5,601,373 shares, as to which the Dimensional Funds have sole voting power over 5,403,272 shares and sole dispositive power as to all shares. The address for Dimensional Funds is Building One, 6300 Bee Cave Road, Austin, TX 78746.

EXPRESS Notice of 2020 Annual Meeting of Stockholders

Stock Ownership Information

(4)

Based on a Schedule 13G/A filed with the SEC by Divisar Partners QP, L.P. (“Divisar QP”), Divisar Capital Management LLC (“Divisar Management”) and Steven Baughman (“Baughman”) on February 14, 2020. As of December 31, 2019, Divisar QP beneficially owns 4,721,995 shares of common stock as to which it has shared voting power and shared dispositive power. Divisar Management beneficially owns 5,152,231 shares of common stock as to which it has shared voting power and shared dispositive power. Baughman beneficially owns 5,152,231 shares of common stock as to which he has shared voting power and shared dispositive power. Divisar Management is an investment advisor that is registered under the Investment Advisors Act of 1940. Divisar Management, which serves as the general partner and investment manager to each of Divisar QP and Divisar Partners, L.P. (collectively, the “Funds”) may be deemed to be the beneficial owner of all shares of common stock held by the Funds. Baughman, as managing member of Divisar Management, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of common stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, each of the Funds expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that either of the Funds are the beneficial owner of any of the securities reported herein. The address for Divisar QP, Divisar Management and Baughman is 275 Sacramento Street, 8th Floor, San Francisco, CA 94111.

(5)

Based on a Schedule 13G/A filed with the SEC by The Vanguard Group, Inc. on February ~~10, 2017. The~~12, 2020. As of December 31, 2019, the Vanguard Group, Inc. beneficially owns ~~6,804,017~~4,958,300 shares of common stock as to which it has sole voting power over ~~90,218 shares, shared voting power over 10,284~~59,386 shares, sole dispositive power over ~~6,707,924~~4,901,744 shares, and shared dispositive power over ~~96,093~~56,556 shares. Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of The Vanguard Group, Inc., beneficially owns ~~85,809~~56,556 shares. Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of The Vanguard Group, Inc., beneficially owns ~~14,693~~2,830 shares. The address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.

~~(3)~~

(6)

Based on a Schedule 13G filed with the SEC by ~~Dimensional Fund Advisors LP or its subsidiaries (the “Dimensional Funds”)~~T. Rowe Price Associates, Inc. on February ~~9, 2017.~~14 , 2020. As of December 31, ~~2016, the Dimensional Funds are beneficial owners~~2019 , T. Rowe Price Associates, Inc. beneficially owns 4,585,798 shares of ~~6,101,160 shares,~~common stock as to which ~~the Dimensional Funds have~~ it has sole voting power over ~~5,839,607~~1,39 0,998 shares and sole dispositive power ~~over 6,101,160~~ as to all of such shares. The address for ~~Dimensional Funds~~T. Rowe Price Associates, Inc. is ~~Building One, 6300 Bee Cave Road, Austin, TX 78746.~~100 E. Pratt Street, Baltimore, MD 21202.

~~EXPRESS~~ ~~Notice~~(7)

Based on a Schedule 13G filed with the SEC by Renaissance Technologies LLC (“RTC”) and Renaissance Technologies Holdings Corporation (“RTHC”) on February 12, 2020. As of ~~2017 Annual Meeting~~December 31, 2019, RTC and RTHC (because of ~~Stockholders~~ RTHC’s majority ownership of RTC) beneficially own 3,813,900 shares of common stock as to which each of them has sole voting power and sole dispositive power. The address for RTC and RTHC is 800 Third Avenue, New York, NY 10022.

(8)		59
		Based on a Schedule 13G filed with the SEC by No Street GP LP on February 14, 2020. As of December 31, 2019, No Street GP LP beneficially owns 3,800,000 shares of common stock as to which it has sole voting power and sole dispositive power as to all of such shares. The address for No Street GP LP is 505 Montgomery Street, Suite 1250, San Francisco, CA 94111.

~~Table of Contents~~

~~Stock Ownership Information~~

(9)

Shares of common stock issuable upon the exercise of stock options owned by Mr. Baxter are not scheduled to be exercisable within 60 days of April 20, 2020. Shares of common stock issuable upon the vesting of restricted stock units owned by Mr. Baxter are not scheduled to vest within 60 days of April 20, 2020.

~~(4)~~

(10)

Includes ~~(a) 231,344~~275,226 shares of common stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of April ~~10, 2017 and (b) 63,260 shares~~20, 2020.

(11)	Shares of common stock issuable upon the vesting of restricted stock units ~~that will~~owned by Ms. Akay are not scheduled to vest within 60 days of April ~~10, 2017.~~20, 2020.

~~(5)~~

(12)

Shares of common stock issuable upon the vesting of restricted stock units owned by Ms. Tervo are not scheduled to vest within 60 days of April 20, 2020.

(13)	Includes ~~(a) 211,061~~57,676 shares of common stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of April ~~10, 2017 and (b) 29,606~~20, 2020.

(14)	Includes 48,077 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days of April ~~10, 2017.~~20, 2020.

~~(6)~~

(15)

Includes (a) ~~125,228~~10,000 shares of common stock issuable upon the exercise of stock options that are currently exercisable ~~or exercisable within 60 days of April 10, 2017~~ and (b) ~~15,522~~48,077 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days of April ~~10, 2017.~~20, 2020.

~~(7)~~

(16)

Includes (a) ~~115,228~~2,500 shares of common stock issuable upon the exercise of stock options that are currently exercisable ~~or exercisable within 60 days of April 10, 2017~~ and (b) ~~15,522~~63,462 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days of April ~~10, 2017.~~20, 2020.

~~(8)~~

(17)

Mr. Rafferty, our former Executive Vice President, Planning and Allocation, left the Company on November 4, 2019. Beneficial ownership was calculated based on the Company’s records as of November 4, 2019. Includes ~~a) 22,399~~150,286 shares of common stock issuable upon the exercise of stock ~~options that are currently exercisable or exercisable within 60 days~~options.

(18)	Mr. Tilson, our former Executive Vice President, Real Estate, left the Company on September 27, 2019. Beneficial ownership was calculated based on the Company’s records as of ~~April 10, 2017 and (b) 5,780 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days of April 10, 2017.~~
~~(9)~~		September 27, 2019. Includes ~~8,406 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days of April 10, 2017.~~
~~(10)~~		~~Includes 5,181 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days of April 10, 2017.~~
~~(11)~~		~~Includes (a) 10,000~~129,966 shares of common stock issuable upon the exercise of stock ~~options that are currently exercisable~~options.

(19)	Does not include securities held by Mr. Rafferty and ~~(b) 8,406 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days~~Mr. Tilson who were not executive officers as of April ~~10, 2017.~~
~~(12)~~		~~Includes 8,406 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days of April 10, 2017.~~
~~(13)~~		~~Includes 7,074 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days of April 10, 2017.~~
~~(14)~~		Includes (a) 2,500 shares of common stock issuable upon the exercise of stock options that are currently exercisable and (b) 11,096 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days of April 10, 2017.
~~(15)~~		~~Includes 8,406 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days of April 10, 2017.~~20, 2020.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Exchange Act requires our directors, executive officers, and beneficial owners of more than ten percent of Express common stock to file with the SEC reports of their initial ownership and changes in their ownership of Express stock and other equity securities. We are required to disclose in this proxy statement any late filings of such reports. Based solely on a review of copies of reports filed by the reporting persons furnished to us, or written representations from reporting persons, we believe that the reporting persons complied with all Section 16(a) filing requirements on a timely basis during 2016.

60	64		www.express.com

~~Table of Contents~~

Audit ~~Committee~~Committee

Audit Committee Report

The Audit Committee operates under a written charter adopted by the Board. The Audit Committee, among other things, assists the Board in its oversight of the integrity of the Company’s financial statements, the independent auditor’s qualifications and independence, and the performance of the Company’s internal audit function and independent auditors. The Audit Committee relies on the expertise and knowledge of management, the internal audit function, and the independent auditor in carrying out these oversight responsibilities. Management is responsible for the preparation, presentation, and integrity of the Company’s consolidated financial statements, accounting and financial reporting principles, internal control over financial reporting, and disclosure controls and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. Management is also responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of the Company’s system of internal control.

The Company’s independent auditor, PricewaterhouseCoopers LLP, an independent registered public accounting firm, has served as the Company’s independent auditor since 2008. PricewaterhouseCoopers LLP is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States. PricewaterhouseCoopers LLP is also responsible for expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

In this context, the Audit Committee hereby reports as follows:

The Audit Committee has reviewed and discussed the audited financial statements for fiscal ~~2016~~2019 with management.

The Audit Committee has discussed with the independent auditor the matters required to be discussed by the ~~Statement on Auditing Standards No. 61,~~~~Communication with Audit Committees~~~~, as amended, as adopted by~~applicable requirements of the Public Company Accounting Oversight Board ~~in Rule 3200T.~~
and the SEC.

The Audit Committee has received the written disclosures and the letter from the independent auditor required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence, and has discussed with the independent auditor the independent auditor’s independence.

Based on the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Annual Report on Form 10-K for the year ended ~~January 28, 2017~~February 1, 2020 for filing with the SEC.

Each member of the Audit Committee meets the independence and financial literacy requirements of the SEC and the NYSE. The Board has determined that Mr. Archbold, Mr. Devine, and Ms. Mangum are audit committee financial experts under SEC rules and have accounting or related financial management expertise.

Audit Committee

Michael Archbold, Chair

Michael F. Devine ~~Chair~~
~~Michael Archbold~~

Mylle Mangum

EXPRESS ~~EXPRESS~~Notice of ~~2017~~2020 Annual Meeting of Stockholders		61
		65

Audit Committee

~~Table of Contents~~

~~Audit Committee~~

Independent Registered Public ~~Accounting~~Accounting Firm Fees and Services

The following table sets forth the aggregate fees billed to us by PricewaterhouseCoopers LLP, our independent auditor, in ~~2016~~2019 and ~~2015:~~2018:

Fees
Services Rendered 2016 2015
Audit Fees⁽¹⁾ $ 1,400,675 $ 1,103,261
Audit-Related Fees⁽²⁾ $ 9,500 $ 19,000
Tax Fees $ — $ —
All Other Fees⁽³⁾ $ 3,600 $ 3,801
Total $ 1,413,775 $ 1,126,062

	Fees
Services Rendered	2019		2018
Audit Fees⁽¹⁾	$	1,345,500	$	1,259,500
Audit-Related Fees⁽²⁾	$	—	$	80,000
Tax Fees	$	—	$	—
All Other Fees⁽³⁾	$	4,500	$	4,500
Total	$	1,350,000	$	1,344,000

(1)

Audit Fees for ~~2016~~2019 and ~~2015~~2018 represent fees for professional services rendered by PricewaterhouseCoopers LLP in connection with the audit of our annual consolidated financial statements.

(2)

Audit-Related Fees for ~~2016 and 2015~~2018 represent fees for consultation concerning the ~~internal control~~implementation of ~~financial reporting associated with~~the new ~~system implementations.~~lease accounting standard.

(3)

All other fees for ~~2016~~2019 and ~~2015~~2018 represent subscription fees for software to assist management with its financial reporting obligations.

We have a policy that requires the Audit Committee, or the Audit Committee Chair under a limited delegation of authority from the Audit Committee, to pre-approve all audit and non-audit services to be provided by our independent auditor and to consider whether the provision of non-audit services is compatible with maintaining the independence of our independent auditor in deciding whether to approve non-audit services. Any pre-approvals made by the Audit Committee Chair under the limited delegation of authority are reported to the full Audit Committee at the next regularly scheduled meeting. All services performed by our independent auditor in ~~2016~~2019 and ~~2015~~2018 were pre-approved in accordance with the policy. As a general matter, it is the Audit Committee’s preference that any non-audit services be provided by a firm other than our independent auditor absent special circumstances.

62	66		www.express.com

~~Table of Contents~~

Advisory Vote to Approve Executive Compensation

(Say-on-Pay) (Proposal No. 2)

We are seeking an advisory (non-binding) vote from our stockholders to approve the compensation of our named executive officers (our “NEOs”) for ~~2016~~2019 as disclosed in this proxy statement. At our ~~2016~~2019 annual meeting of stockholders, stockholders demonstrated strong support for our ~~2015~~ executive compensation program with ~~over 95%~~approximately 97% of the votes cast in support of the “say-on-pay” proposal. ~~The Board~~For 2019, the overall design of the ongoing compensation packages for our new CEO and ~~its Committees regularly discuss and consider feedback from our stockholders and we attribute~~other named executive officers remained substantially the ~~increased support of our executive compensation program, in part, to multiple discussions with stockholders~~same as in previous years, ~~in which we gathered valuable feedback about~~with competitive target pay opportunities combined with rigorous performance targets reflecting our executive compensation program. The Compensation and Governance Committee took such feedback into account in developing Mr. Kornberg’s compensation package for 2015, and kept the overall structure of Mr. Kornberg’s compensation package the same for 2016.

~~In 2016, we reached out~~commitment to our largest stockholders to gather additional feedback regarding our executive compensation program. Our stockholders did not raise any concerns regarding our 2016 executive compensation program and we received no requests to change anything about Mr. Kornberg’s pay package.pay-for-performance.

In deciding how to vote on this proposal, we urge our stockholders to read the “Compensation Discussion and Analysis” beginning on page 3028 of this proxy statement, which describes in more detail our compensation objectives and the elements of our executive compensation program, as well as the Summary Compensation Table and other related compensation tables and narrative appearing on pages 4749 through ~~52,~~55, which provide additional information on the compensation of our NEOs.

We are asking stockholders to approve, on an advisory basis, the compensation of our NEOs for ~~2016~~2019 as disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and related compensation tables, and the notes and narrative discussion following the compensation tables in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation program for our NEOs as described in this proxy statement.

Although this vote is non-binding, the Board and the Compensation and Governance Committee value the opinions of our stockholders and will consider the outcome of the vote when making future decisions concerning executive compensation. Furthermore, stockholders are welcome to bring any specific concerns regarding executive compensation to the attention of the Board or the Compensation and Governance Committee at any time throughout the year. Please refer to “Corporate Governance—Board Practices—Communications with the Board” on page 2423 of this proxy statement for information about communicating with the Board.

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR THIS PROPOSAL.

EXPRESS ~~EXPRESS~~Notice of ~~2017~~2020 Annual Meeting of Stockholders		63
		67

~~Table of Contents~~

Ratification of ~~PricewaterhouseCoopers~~PricewaterhouseCoopers LLP

as the Company’s Independent Registered

Public Accounting Firm for ~~2017~~
2020

(Proposal No. 3)

The Audit Committee has appointed PricewaterhouseCoopers LLP, an independent registered public accounting firm, to serve as our independent auditor for ~~2017.~~2020. PricewaterhouseCoopers LLP has served in this capacity for us ~~in 2015 and 2016.~~since 2008. As a matter of good corporate governance, the Audit Committee submits its selection of our independent auditor to our stockholders for ratification. If the stockholders fail to ratify the selection, the Audit Committee will review its future selection of an independent registered public accounting firm in light of that result. Even if stockholders ratify the selection, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during fiscal ~~2017~~2020 if it determines that such a change would be in the best interests of the Company and our stockholders.

Additional information concerning the Audit Committee and services rendered by and fees paid to PricewaterhouseCoopers LLP is presented on pages 6165 and ~~62.~~66. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR THE RATIFICATION OF PRICEWATERHOUSECOOPERS
LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ~~2017.~~2020.

64	68		www.express.com

~~Table of Contents~~

Approval of Amendment to the ~~Code Section 162(m)~~
~~Performance Goals~~

Amended and ~~Various Annual Grant Limitations~~
~~Under the~~Restated Express, Inc. ~~2010~~2018 Incentive Compensation Plan
to Increase the Number of Shares Available for Grant

(Proposal No. 4)

~~The Company maintains~~

We are asking stockholders to approve an amendment (the “Plan Amendment”) to the Amended and Restated Express, Inc. ~~2010~~2018 Incentive Compensation Plan ~~(which is referred to herein as the “2010~~(the “2018 Plan”) to increase the number of shares available for grant. As of March 17, 2020, upon the recommendation of the Compensation and Governance Committee (for purposes of this proposal, the “Committee”), the Board unanimously approved and adopted, subject to stockholder approval, the Plan Amendment, which would increase the number of shares of Common Stock available under the 2018 Plan by 2,500,000 shares. Unless this amendment is approved, we project that we will not have enough shares to make the number of equity grants in 2021 that the Board considers necessary to properly incentivize and retain senior management.

Rationale for the ~~benefit~~Amendment to Increase the Number of ~~eligible~~Shares Available for Grant

In January 2020, we announced our new corporate strategy intended to return Express to long-term profitable growth. The authorization of additional shares is critical to our ability to continue to issue equity-based awards, which play a key role in attracting, motivating, and retaining the high-quality talent we need to successfully execute against the Company’s growth strategy.

We grant a significant portion of compensation to our Chief Executive Officer and to our other NEOs and executives in the form of equity. We believe that equity-based awards support our pay-for-performance philosophy by (i) linking executive compensation with long-term stockholder value creation, (ii) motivating our executives to create long-term stockholder value, and (iii) rewarding them based on the Company’s performance. Prior to 2018, equity awards comprised over 65% of our CEO’s and approximately 45% of our other NEOs’ target total direct compensation, which percentages were generally consistent with the amount of compensation awarded in the form of equity among senior executives at peer companies. Because of our share price decrease, beginning in 2018 we began to utilize performance-based cash awards in our long-term incentive program in order to continue to ensure that at least half of our long-term incentive awards vest only upon the achievement of rigorous performance targets while at the same time preserving the number of shares available for grant. In 2018 and 2019, equity-based awards comprised over 30% of our CEO’s ongoing target compensation and over 22% of our other NEOs’ ongoing target compensation. Equity awards have multi-year vesting requirements and we have stock ownership guidelines for directors ~~officers, employees,~~ and ~~certain other service providers~~executives to align their interests with stockholders.

There are approximately 2,952,036 shares remaining available for issuance under the 2018 Plan as of April 20, 2020 and we are requesting approval for 2,500,000 million additional shares to be available for issuance under the 2018 Plan. We believe that the number of shares requested, together with the shares remaining available for issuance, will be adequate to maintain our equity award program throughout the remainder of 2020 and through the 2021 equity grant cycle (which generally occurs from March until the annual meeting in June). We believe that such request is reasonable and consistent with general market practices.

During March of this year, the Committee thoughtfully evaluated the appropriate number of shares for which to seek stockholder approval. The Committee conducted this evaluation at a time of significant volatility in the stock market and a material decline in our stock price due to unprecedented business disruption resulting from the Covid-19 pandemic and related macroeconomic factors. Because of the ~~Company~~lower stock price at the time of the Committee’s decision and ~~its subsidiaries. The IC Plan is being submitted~~continuing uncertainty in relation to the ~~stockholders~~timing of the ~~Company for approval of:~~

●	~~the Section 162(m) performance goals under the IC Plan (as described in further detail below in the section captioned “Performance Goals”);~~
●	the Section 162(m) annual grant limitations applicable to grants of awards under the IC Plan to individual plan participants (as described in further detail below in the section captioned “Individual Participant Limitations”); and
●	the addition of a $600,000 limit on the amount of compensation that may be granted or paid to any non-employee director in a calendar year, other than for additional compensation for services as Chairman of the Board.

~~Approval of~~market’s recovery, the ~~first two items will~~Committee determined that 2,500,000 million additional shares should be requested to allow ~~certain incentive awards granted under the IC Plan to executive officers of~~ the Company flexibility to ~~qualify as exempt performance-based compensation under Section 162(m)~~retain and incentivize personnel that are critical to our success and our ability to execute against our growth strategy in 2021. The amount of shares requested (in addition to shares still available for grant) is consistent with the ~~Code, which otherwise generally disallows the corporate tax deduction for certain compensation paid~~Committee’s most recent use of shares: approximately 4.5 million restricted stock units were granted to management in ~~excess of $1,000,000 annually~~March and approximately 350,000 restricted stock units were issued to the ~~principal executive officer and~~Board as part of their annual retainer in June 2019. The Committee is committed to ~~certain~~being careful stewards of shareholder capital, so any positive changes in our stock price should limit our grants from the ~~other most highly compensated executive officers of publicly held companies. Section 162(m) of~~available pool going forward to the ~~Code generally requires such performance goals to be~~extent appropriate.

If the Plan Amendment is approved by stockholders ~~every five years. As described in~~at the ~~section entitled “Executive Compensation—Compensation Discussion & Analysis—Executive Compensation Practices—Accounting and Tax Considerations,” on page 46 we consider~~2020 Annual Meeting, it will become immediately effective as of the ~~impact~~date of Section 162(m) when developing and implementing our executive compensation program. Cash incentive awards and performance-based equity awards generally are designed to meet deductibility requirements. However, we believe that it is important to preserve flexibility in administering compensation programs in a manner designed to promote varying corporate goals. As such, we have not adopted a policy that all compensation must qualify as deductible under Section 162(m).

~~Effective April 14, 2017,~~ the Board also updated the list of performance metrics used for performance-based compensation and made certain minor administrative changes to effect the amendment to the IC Plan which did not require stockholder approval.

2020 Annual Meeting. If the ~~requisite stockholder approval of the Section 162(m) performance goals and various annual grant limitations for 2010~~ Plan ~~participants~~Amendment is not ~~obtained,~~approved by our stockholders, the ~~Company~~Plan Amendment will not become effective, the 2018 Plan will continue in effect, and we will continue to grant awards under the IC2018 Plan, subject to its terms, conditions and limitations, using the shares available for issuance thereunder. Based on our current stock price, the number of shares currently available under the 2018 Plan will not be sufficient to cover our equity compensation needs in 2021, including our ability to make annual equity grants to our NEOs and other executives.

EXPRESS Notice of 2020 Annual Meeting of Stockholders

Approval of Amendment to the Amended and Restated Express, Inc. 2018 Incentive Compensation Plan to Increase the Number of Shares Available for Grant (Proposal No. 4)

We believe that our compensation practices are competitive and consistent with market practices and that our historical share utilization has been responsible and mindful of stockholder interests. Without the availability of the additional shares of Common Stock requested by this Amendment, the Company will be at a significant competitive disadvantage and we expect that the equity-based components of our compensation program would need to be supplemented with additional cash incentives which we believe may (1) not offer the same benefits with respect to stockholder alignment and (2) impact our efforts to preserve liquidity.

Therefore, the Board believes that the Plan Amendment is in the best interests of our stockholders and the Company, and recommends that you vote to approve the Plan Amendment.

Historical Usage

The Committee carefully monitors our annual burn rate and potential stockholder dilution. We recognize that equity compensation awards dilute stockholders’ equity and we are committed to responsible management of our equity compensation programs as further described below in the section entitled “Alignment with Sound Corporate Governance and Plan Design Practices.”

Award utilization in 2019 was higher than previous years because of our making significant organizational changes in 2019 critical to the future of the Company. One of our key accomplishments was the hiring of Timothy Baxter as our new Chief Executive Officer effective June 17, 2019. Since then, we have also hired a new Executive Vice President and Chief Merchandising Officer, Executive Vice President and Chief Marketing Officer, Senior Vice President of Planning and Allocation, Senior Vice President of Production and Sourcing, Senior Vice President of Men’s Merchandising, and Senior Vice President of eCommerce. Attracting this new executive leadership team of results-oriented, strategic thinkers with diverse skills and perspectives was critical to change the trajectory of the business and to help shape and execute on the Company’s growth strategy. Moreover, awarding these new hires with equity compensation aligns their motivation with the Company’s long term performance. As a result of these considerations, inducement awards of 2,320,000 stock options and 874,658 restricted stock units, issued in reliance on the inducement exemption under New York Stock Exchange rules, were made to certain of these executives, including one-time make-whole awards. No such inducement awards have been made in the current fiscal year.

The Company also repurchased 16.4 million shares of common stock since November 2017 through the end of 2019 (representing approximately 20% of the outstanding shares as of the start of those repurchases). This has provided a significant return of capital to our stockholders, but has increased our dilution percentage.

Key Data

As of April 20, 2020, 2,952,036 shares of Common Stock remained available for awards under the 2018 Plan, which assumes that the target number of shares are earned in connection with outstanding unvested performance-based restricted stock unit awards.

If stockholders approve the Plan Amendment, the number of shares of Common Stock available under the 2018 Plan would increase by 2,500,000 shares.

The following table sets forth information about the equity awards outstanding under the 2018 Plan as of April 20, 2020 (without giving effect to the Plan Amendment). As of that date, the Company had approximately 64,456,389 shares of Common Stock outstanding.

Outstanding Stock Options

Outstanding Unvested
Performance-Based
Restricted Stock Units⁽¹⁾

Outstanding Unvested
Time-Based Restricted
Stock Units

Total Outstanding Awards

3,580,782

Weighted Average Exercise Price: $7.46

Average Remaining Term: 7.26 years

5.6% of outstanding shares of Common Stock

196,645

0.3% of outstanding shares of Common Stock

7,758,950

12.0% of outstanding shares of Common Stock

11,536,377

17.9% of outstanding shares of Common Stock

(1)

Assumes that the target number of shares are earned in connection with outstanding performance-based restricted stock unit awards.

Overhang and Dilution

The Board believes that the Plan Amendment is in the best interests of our stockholders for the reasons described above. In reaching this conclusion, the Board took into account the fact that the Plan Amendment would result in an estimated share overhang of 26.4%. In determining that, despite this relatively high number, the share request was appropriate, the Board considered several factors:

The weighted average exercise price of the stock options is $7.46, which is much greater than the current stock price. Accordingly, while the stock options represent 5.6% of outstanding common stock, the extent to which the stock options will be exercised is uncertain.

www.express.com

Approval of Amendment to the Amended and Restated Express, Inc. 2018 Incentive Compensation Plan to Increase the Number of Shares Available for Grant (Proposal No. 4)

•	Another portion of the overhang represents one-time make-whole inducement awards that were granted to certain of our new executive officers in 2019, so this is not a recurring cost.

Failure to have this much equity available for awards between now and the next annual meeting could potentially limit the Company’s ability to structure an executive incentive compensation program that would be in the best interests of stockholders.

In addition, in part to provide returns to stockholders, the Board approved a share repurchase program in November 2017 that authorized the Company to repurchase up to $150.0 million of the Company’s outstanding Common Stock using available cash. While share repurchase programs benefit our stockholders by decreasing the number of our Common Stock outstanding, they increase the resulting dilution percentage.

Based on the New York Stock Exchange’s closing price of our Common Stock on April 20, 2020 of $1.92 per share, the aggregate market value as of April 20, 2020 of the 2,500,000 shares of Common Stock requested for new awards pursuant to the Plan Amendment is $4,800,000.

The following table includes aggregated information regarding the overhang and dilution associated with the 2018 Plan, and the potential stockholder dilution that would result if the proposed authorization of additional shares of Common Stock under the Plan Amendment is approved. The following information is as of April 20, 2020.

Number of Shares of
Common Stock Subject
to Outstanding Awards
(A)

Number of Shares
Available for Future
Awards under the 2018
Plan ⁽¹⁾

(B)

Existing Overhang from
2018 Plan
(Sum of Columns
(A) and (B))

Proposed Number of
Additional Shares
Available for Future
Awards under the Plan
Amendment

(C)

Overhang if Plan
Amendment is
Approved
(Sum of Columns
(A) and (B) and (C))

11,536,377

17.9% of outstanding shares of Common Stock

2,952,036

4.6% of outstanding shares of Common Stock

14,488,413

22.5% of outstanding shares of Common Stock

2,500,000

3.9% of outstanding shares of Common Stock

16,988,413

26.4% of outstanding shares of Common Stock

(1)

Assumes that the target number of shares are earned in connection with outstanding performance-based restricted stock unit awards.

Burn Rate

As shown in the following table, for the three-year fiscal period 2017-2019, our average burn rate was 6.6% (without taking into account the 2019 inducement grants) and 8.7% (taking into account the inducement grants). These percentages were skewed higher because of our lower stock price in 2019, which increased the number of shares needed to convert the grant awards into numbers of shares. Our average burn rate percentage was also negatively impacted by our share repurchase program through which we have repurchased approximately 16.4 million shares of our Common Stock from the market since November 2017 (not counting shares delivered by employees in satisfaction of tax withholding obligations). While these stock repurchases have returned value to our stockholders, they increased our burn rate percentage by shrinking the number of shares outstanding as of the start of those repurchases by approximately 20%. The Board believes that the stock repurchase activity has been beneficial to our Company and its stockholders and that the benefits outweigh the inflation of our burn rate numbers.

	Options Granted		Time-Based Restricted Stock Units Granted		Target Performance- Based Restricted Stock Units Granted⁽³⁾		Performance- Based Restricted Stock Units Earned⁽⁴⁾		Total⁽⁵⁾		Weighted Average Basic Shares		Burn Rate⁽⁶⁾
2019 without inducement awards		—		3,033,033		—		—		3,033,033		66,133,000		6.9	%
2019 with inducement awards⁽¹⁾⁽²⁾		2,320,000		3,907,691		—		—		6,227,691		66,133,000		12.4	%
2018		—		2,104,745		502,175		250,385		2,355,130		72,518,000		6.5	%
2017		511,858		1,397,590		766,457		—		1,909,448		78,592,000		4.2	%
Three-Year Average without inducement awards														5.9	%
Three-Year Average with inducement awards														7.7	%

(1)

Reflects 2,320,000 non-qualified stock options granted in July 2019 to our new Chief Executive Officer in reliance on the inducement exemption under New York Stock Exchange rules.

(2)

Includes (i) 576,923 time-based restricted stock units granted in July 2019 to our new Chief Executive Officer; (ii) 184,466 time-based restricted stock units granted in September 2019 to our new Chief Merchandising Officer; and (iii) 113,269 time-based restricted stock units

EXPRESS Notice of 2020 Annual Meeting of Stockholders

Approval of Amendment to the Amended and Restated Express, Inc. 2018 Incentive Compensation Plan to Increase the Number of Shares Available for Grant (Proposal No. 4)

granted in September 2019 to our new Chief Marketing Officer, in reliance on the inducement exemption under New York Stock Exchange rules, in each case.

(3)

Reflects the target amount of restricted stock units that are subject to performance criteria and thus not included in the calculation of burn rate. Performance-based restricted stock units granted in 2017 were forfeited and performance-based restricted stock units granted in 2018 are not expected to pay out.

(4)

For 2018, reflects performance-based restricted stock units that were granted in 2015 and subject to a three-year performance period beginning on the first day of the Company’s 2015 fiscal year and ending on the last day of the Company’s 2017 fiscal year. The Committee certified the earned amount of these awards at the 75.3% of target payout level in March 2018.

(5)

Reflects the sum of (i) options granted, (ii) time-based restricted stock units granted, and (iii) performance-based restricted stock units earned.

(6)

Burn rate was calculated by dividing the number of stock options granted plus time-based restricted stock units granted and the number of performance-based restricted stock units earned in each fiscal year (using a multiplier of 1.5x for full value shares in 2019 and 2x in 2017 and 2018) by the weighted average basic common shares outstanding as of each year's fiscal year end.

Alignment with Sound Corporate Governance and Plan Design Practices

We have sought to design the 2018 Plan in accordance with currently accepted corporate governance standards for the ~~current terms~~design and ~~conditions~~implementation of incentive compensation programs. Accordingly, the 2018 Plan furthers a robust governance structure by including minimum vesting requirements, a complete prohibition on the payment of dividends or dividend equivalents prior to vesting of an award and a limit on the annual total compensation payable to our non-employee directors.

In particular, the 2018 Plan contains the following provisions that the Board believes are consistent with the interests of our stockholders and sound corporate governance principles:

No Evergreen Provision. The 2018 Plan does not contain an annual “evergreen” provision that provides for automatic increases of shares on an ongoing basis. Instead, the 2018 Plan authorizes a fixed number of shares, and stockholder approval is required for any increase in the number of shares.

No Liberal Share Recycling. In general, if any option, stock appreciation right or other stock-based award granted under the 2018 Plan expires or is canceled without having been fully exercised, the shares reserved for those awards remain available for future awards. However, shares that are tendered to us or withheld by us to pay a stock option’s exercise price or satisfy a participant’s tax withholding obligations with respect to an award’s exercise or vesting, as the case may be, do not become available for future awards.

Minimum Vesting Requirements. Awards granted under the 2018 Plan will be subject to at least a one-year minimum vesting requirement (subject to a de-minimis carve-out).

No Discounted Stock Options or Stock Appreciation Rights. The 2018 Plan generally requires the exercise price of an option or share appreciation right to be not less than the fair market value of our shares on the date of grant.

No Repricing. The 2018 Plan does not permit the repricing of equity awards without stockholder approval.

Dividends and Dividend Equivalents Only Paid On Vested Awards. The 2018 Plan prohibits the payment of dividends or dividend equivalents in any form unless and until the participant becomes vested in the underlying equity award.

Non-Employee Director Compensation Limit. The 2018 Plan limits the aggregate amount of compensation payable to an individual, whether in cash or equity awards granted, as compensation for services as a non-employee director during any calendar year to $600,000, other than with respect to any special compensation paid to any non-employee director for his or her service as Chairman of the ICBoard.

No Special Tax Gross-Ups. The 2018 Plan ~~but~~does not provide for any special tax gross-ups.

Awards Are Subject to Clawback. All awards granted under the 2018 Plan are subject to the terms of the Company’s clawback policy, which was made more robust in 2019 to provide the Company ~~may not be able~~with the ability to ~~deduct certain performance-based compensation under Section 162(m).~~

~~Please note~~clawback an Award in the event of management misconduct that ~~we are not asking stockholders~~could significantly damage the reputation of Express, unrelated to ~~approve~~a financial restatement.

Description of the ICAmended and Restated Express, Inc. 2018 Incentive Compensation Plan ~~or an increase in shares under the IC Plan.~~

The following is a summary of the material terms of the IC2018 Plan. ~~Such~~This description is qualified in its entirety by reference to the full text of the IC2018 Plan, marked to show the Plan Amendment, a copy of which is ~~appended hereto~~attached as Appendix B.

~~Description of the Express, Inc. 2010 Incentive Compensation Plan~~B to this proxy statement and incorporated into this proxy statement by reference.

The IC2018 Plan provides for grants of stock options, stock appreciation rights, restricted stock, performance awards, and other stock-based and cash-based awards. Independent directors, officers, and other employees of us and our affiliates, as well as others performing consulting or advisory services for us or our affiliates, are eligible for grants under the IC2018 Plan. The purpose of the IC2018 Plan is to provide incentives that will attract, retain, and motivate high performing officers, directors, employees, and consultants ~~by providing them with appropriate incentives~~who can contribute to long-term value creation for the Company and ~~rewards either through a proprietary interest in our long-term success or compensation based on their performance in fulfilling their personal responsibilities.~~its stockholders.

www.express.com

Approval of Amendment to the Amended and Restated Express, Inc. 2018 Incentive Compensation Plan to Increase the Number of Shares Available for Grant (Proposal No. 4)

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~ ADMINISTRATION		65

~~Table of Contents~~

~~Approval of the Code Section 162(m) (Proposal No. 4)~~

~~ADMINISTRATION~~

The IC2018 Plan is administered by ~~a committee designated by our Board (referred to as~~ the ~~“Committee” throughout this section), which is currently the Compensation and Governance~~ Committee. Among the Committee’s powers are to determine the form, amount, and other terms and conditions of awards, clarify, construe, or resolve any ambiguity in any provision of the IC2018 Plan or any award agreement, amend the terms of outstanding awards, and adopt such rules, forms, instruments, and guidelines for administering the IC2018 Plan as it deems necessary or proper. All actions, interpretations, and determinations taken in good faith by the Committee or by our Board are final and binding.

The Committee has full authority to administer and interpret the IC2018 Plan, to grant discretionary awards under the IC2018 Plan, to determine the persons to whom awards will be granted, to determine the types of awards to be granted, to determine the terms and conditions of each award, to determine the number of shares of common stock to be covered by each award and to make all other determinations in connection with the IC2018 Plan and the awards thereunder as the Committee, in its sole discretion, deems necessary or desirable.

SHARES AVAILABLE ~~SHARES~~IN THE 2018 PLAN

AsUpon approval of the Plan Amendment, an additional 2,500,000 shares of Common Stock will be added to the 2,952,036 shares of Common Stock that are currently available in the 2018 Plan as of April ~~10, 2017,~~20, 2020. In the aggregate number of shares of common stock which may be issued or used for reference purposes under the IC Plan or with respect to which awards may be granted is 15,215,769 shares in the aggregate, which includes 10,054,895 shares previously issued or to be issued in connection with outstanding awards and 5,160,874 shares available for future issuance. The shares may be either authorized and unissued shares of our common stock or shares of common stock held in or acquired for our treasury. In general, ifevent awards under the IC2018 Plan expire, terminate, or are ~~for any reason cancelled, or expire or terminate unexercised,~~canceled, the shares ~~covered by~~that were subject to such awards will again be available ~~for the grant of awards~~ under the IC2018 Plan.

The following table sets forth information regarding outstanding awards under the IC Plan as of April 10, 2017. These figures represent an update to those provided in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017, filed on March 24, 2017, primarily as a result of annual equity awards granted by the Committee on March 14, 2017.

Outstanding Stock Options       Weighted
Average
Exercise Price
Weighted
Average
Remaining
Term
    RSUs and
Restricted
Stock Awards
Unvested
2,697,581 $16.57 6.4 3,975,273

ELIGIBILITY FOR PARTICIPATION

Independent members of our Board, as well as employees of, and consultants to, us or any of our subsidiaries and affiliates, are eligible to receive awards under the IC2018 Plan. The selection of participants is within the sole discretion of the Committee. The number of persons eligible to participate in the 2018 Plan is currently estimated to be approximately seven independent members of our Board, and approximately 140 employees of us, our subsidiaries, and affiliates. The Company does not anticipate making any awards to consultants under the 2018 Plan.

AWARD AGREEMENTS

Awards granted under the IC2018 Plan are evidenced by award agreements, which need not be identical, that provide additional terms, conditions, restrictions, and/or limitations covering the grant of the award, including, without limitation, additional terms providing for the acceleration of exercisability or vesting of awards in the event of a ~~change in control~~change-in-control or conditions regarding the participant’s employment, as determined by the Committee in its sole discretion.

STOCK OPTIONS

The Committee may grant non-qualified stock options to purchase shares of our common stock to any eligible participant and incentive stock options to purchase shares of our common stock only to eligible employees. The Committee determines the number of shares of our common stock subject to each option, the term of each option, which may not exceed ten years, or five years in the case of an incentive stock option granted to a ~~10.0%~~ stockholder holding at least ten percent of our outstanding Common Stock (a “10% stockholder”), the exercise price, the vesting schedule, if any, and the other material terms of each option. No incentive stock option or non-qualified stock option may have an exercise price less than the fair market value of a share of our common stock at the time of grant or, in the case of an incentive stock option granted to a ~~10.0%~~10% stockholder, 110.0% of such share’s fair market value. ~~Options~~Stock options are exercisable at such time or times and subject to such terms and conditions as determined by the Committee at grant and the exercisability of such options may be accelerated by the Committee in its sole discretion.

EXPRESS 66Notice of 2020 Annual Meeting of Stockholders

~~www.express.com~~

Approval of Amendment to the Amended and Restated Express, Inc. 2018 Incentive Compensation Plan to Increase the Number of Shares Available for Grant (Proposal No. 4)

~~Table of Contents~~

~~Approval of the Code Section 162(m) (Proposal No. 4)~~

STOCK APPRECIATION RIGHTS

The Committee may grant stock appreciation rights (“SARs”) either with a stock option, which may be exercised only at such times and to the extent the related option is exercisable (a “Tandem SAR”) or independent of a stock option (a “Non-Tandem SAR”). A SAR is a right to receive a payment in shares of our common stock or cash, as determined by the Committee, equal in value to the excess of the fair market value of one share of our common stock on the date of exercise over the exercise price per share established in connection with the grant of the SAR. The term of each SAR may not exceed ten years. The exercise price per share covered by a SAR is the exercise price per share of the related option in the case of a Tandem SAR and is the fair market value of our common stock on the date of grant in the case of a Non-Tandem SAR. The Committee may also grant limited SARs, either as Tandem SARs or Non-Tandem SARs, which may become exercisable only upon the occurrence of a ~~change in control,~~change-in-control, as defined in the IC2018 Plan, or such other event as the Committee may, in its sole discretion, designate at the time of grant or thereafter.

RESTRICTED STOCK

The Committee may award shares of restricted stock. Except as otherwise provided by the Committee upon the award of restricted stock, the recipient generally has the rights of a stockholder with respect to the shares, including the right to receive dividends, the right to vote the shares of restricted stock and, conditioned upon full vesting of shares of restricted stock, the right to tender such shares, subject to the conditions and restrictions generally applicable to restricted stock or specifically set forth in the recipient’s restricted stock agreement. Except as otherwise provided in the applicable award agreement, and with respect to an award of restricted stock, a participant has no rights as a stockholder with respect to shares of our common stock covered by any award until the participant becomes the record holder of such shares. ~~The Committee may determine at the time of award that the payment of~~Any dividends ~~if any,~~paid with respect to such restricted stock is deferred until and contingent upon the expiration of the applicable restriction ~~period.~~period and vesting of the award.

Recipients of restricted stock are required to enter into a restricted stock agreement with us that states the restrictions to which the shares are subject, which may include satisfaction of pre-established performance goals and the criteria or date or dates on which such restrictions will lapse.

If the grant of restricted stock or the lapse of the relevant restrictions is based on the attainment of performance goals, the Committee will establish for each recipient the applicable performance goals, formulae or standards, and the applicable vesting percentages with reference to the attainment of such goals or satisfaction of such formulae or standards while the outcome of the performance goals is substantially uncertain. Such performance goals may incorporate provisions for disregarding, or adjusting for, changes in accounting methods, corporate transactions, including, without limitation, dispositions and acquisitions, and other similar events or circumstances. Section 162(m) of the Code requires that performance awards be based upon objective performance measures. The performance goals for performance-based restricted stock ~~will~~may be based on one or more of the objective criteria set forth on Exhibit A to the IC2018 Plan and are discussed in general below.

PERFORMANCE AWARDS

The Committee may grant a performance award to a participant payable upon the attainment of specific performance goals. The Committee may grant performance awards that are intended to qualify as performance-based compensation under Section 162(m) of the Code as well as performance awards that are not intended to qualify as performance-based compensation under Section 162(m) of the Code. Based on service, performance, and/or such other factors or criteria, if any, as the Committee may determine, the Committee may, at or after grant, accelerate the vesting of all or any part of any performance award.

OTHER STOCK-BASED AWARDS

The Committee may, subject to limitations under applicable law, make a grant of such other ~~stock- based~~stock-based awards, including, without limitation, performance ~~units, dividend equivalent~~ units, stock equivalent units, restricted stock units, and deferred stock units under the IC2018 Plan that are payable in cash or denominated or payable in or valued by shares of our common stock or factors that influence the value of such shares. The Committee determines the terms and conditions of any such other awards, which may include the achievement of certain minimum performance goals for purposes of compliance with Section 162(m) of the Code and/or a minimum vesting period. The performance goals for performance-based other stock-based awards ~~will~~may be based on one or more of the objective criteria set forth on Exhibit A to the IC2018 Plan and discussed in general below.

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~ 74

www.express.com

Approval of Amendment to the Amended and Restated Express, Inc. 2018 Incentive Compensation Plan to Increase the Number of Shares Available for Grant (Proposal No. 4)

~~Table of Contents~~

~~Approval of the Code Section 162(m) (Proposal No. 4)~~

OTHER CASH-BASED AWARDS

The Committee may grant a cash-based award to a participant in such amount, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by applicable law, as the Committee may determine.

PERFORMANCE GOALS

The Committee may grant awards ~~of restricted stock, performance awards, and other cash or stock- based awards~~ that are ~~intended to qualify as performance-based compensation for purposes~~based upon satisfaction of ~~Section 162(m) of the Code or otherwise.~~objective performance criteria. These awards may be granted, vest and be paid based on attainment of specified performance goals established by the Committee. These performance goals ~~are~~may be based on the attainment of a certain target level of, or a specified increase or decrease in, one or more ofobjective measurements, including but not limited to the ~~following measures selected by the Committee (some of which may be used for purposes of Section 162(m) of the Code):~~following: (1) earnings per share; (2) operating income; (3) gross income; (4) net income (before or after taxes); (5) cash flow; (6) gross profit; (7) gross profit return on investment; (8) gross margin return on investment; (9) gross margin; (10) operating margin; (11) working capital; (12) earnings before interest and taxes; (13) earnings before interest, tax, depreciation and amortization; (14) return on equity; (15) return on assets; (16) return on capital; (17) return on invested capital; (18) net revenues; (19) gross revenues; (20) revenue growth; (21) annual recurring revenues; (22) recurring revenues; (23) license revenues; (24) sales or market share; (25) total stockholder return; (26) economic value added; (27) specified objectives with regard to limiting the level of increase in all or a portion of our bank debt or other long-term or short-term public or private debt or other similar financial obligations, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee in its sole discretion; (28) the fair market value of a share of our common stock; (29) the growth in the value of an investment in the common stock assuming the reinvestment of dividends; (30) reduction in operating expenses; (31) comparable sales, comparable store sales, e-commerce sales; (32) inventory turnover or shrinkage; (33) free cash flow; (34) cash flow from operations; or (35) strategic or operational business criteria, consisting of one or more objectives based on meeting geographic expansion or new concept development goals; new store ~~opening; product~~openings or other changes in store count; cost savings targets; customer satisfaction; human resources goals, including employee engagement, staffing, training and development, and succession planning; implementation or development of new or enhanced technology systems and capabilities; omni-channel goals; marketing goals; merchandising goals; sustainability goals; and goals relating to acquisitions or divestitures of subsidiaries, affiliates, or joint ventures. Any of the foregoing performance measures may be used to measure the performance of the Company as a whole, one or more operating units, divisions, acquired businesses, minority investments, partnerships or joint ventures as the Committee may deem appropriate.

~~To the extent permitted by law, the~~The Committee may also exclude the impact of an event or occurrence which it determines should be appropriately excluded, including: (1) restructurings, discontinued operations, extraordinary items or events, and other unusual or non-recurring charges; (2) an event either not directly related to our operations or not within the reasonable control of management; or (3) a change in tax law or accounting standards required by generally accepted accounting principles.

Performance goals may also be based on an individual participant’s performance goals, as determined by the Committee, in its sole discretion. In addition, all performance goals may be based upon the attainment of specified levels of our performance, or the performance of a subsidiary, division, or other operational unit, under one or more of the measures described above and/or relative to the performance of other corporations. The Committee may designate additional business criteria on which the performance goals may be based or adjust, modify, or amend those criteria.

REASONABLE INDIVIDUAL ~~PARTICIPANT~~ LIMITATIONS FOR NON-EMPLOYEE DIRECTORS

The maximum number of shares of common stock subject to any performance awards which may be granted under the IC Plan during any fiscal year of the Company to any participant shall be 1.0 million shares. The maximum value of a cash payment made under a performance award which may be granted under the IC Plan with respect to any fiscal year of the Company to any participant shall be $10.0 million. The aggregate value of all compensation paid or granted to any individual for service as a non-employee director during any calendar year, including awards granted under the 2018 Plan and cash fees paid by us, will not exceed $600,000, calculating the value of any awards granted during such calendar year based on the grant date fair value of such awards for financial reporting purposes, other than with respect to any special compensation paid to any non-employee director for his or her service as Chairman of the Board.

EXPRESS 68Notice of 2020 Annual Meeting of Stockholders

~~www.express.com~~

Approval of Amendment to the Amended and Restated Express, Inc. 2018 Incentive Compensation Plan to Increase the Number of Shares Available for Grant (Proposal No. 4)

~~Table of Contents~~

~~Approval of the Code Section 162(m) (Proposal No. 4)~~

CHANGE-IN-CONTROL

In connection with a change-in-control, as defined in the IC2018 Plan, the Committee may, in its sole discretion, accelerate vesting of or lapse of restrictions on outstanding awards under the IC2018 Plan. In addition, such awards may be, in the discretion of the Committee, (1) assumed and continued or substituted in accordance with applicable law or (2) purchased by us or an affiliate for an amount equal to the excess of the price of a share of our common stock paid in a change-in-control over the exercise price of the award(s).

AMENDMENT AND TERMINATION

Notwithstanding any other provision of the IC2018 Plan, our Board may at any time amend any or all of the provisions of the IC2018 Plan, or suspend or terminate it entirely, retroactively, or otherwise; provided, however, that, unless otherwise required by law or specifically provided in the IC2018 Plan, the rights of a participant with respect to awards granted prior to such amendment, suspension, or termination may not be adversely affected without the consent of such participant.

TRANSFERABILITY

Awards granted under the IC2018 Plan are generally nontransferable (other than by will or the laws of descent and distribution), except that the Committee may provide for the transferability of nonqualified stock options at the time of grant or thereafter to certain family members.

EFFECTIVE DATE

The ~~2010~~2018 Plan was adopted by the Board as of April 30, 2018, and became effective ~~May 12, 2010.~~upon approval by our stockholders on June 13, 2018. The 2018 Plan was amended in September 2019 in connection with the Company’s update to its clawback policy solely to update the language with respect to the clawback of an Award. The Plan Amendment was adopted by the Board as of March 17, 2020 and will become effective only upon approval by our stockholders.

Certain U.S. Federal Income Tax Consequences

The rules concerning the federal income tax consequences with respect to options granted and to be granted pursuant to the IC2018 Plan are quite technical. Moreover, the applicable statutory provisions are subject to change, as are their interpretations and applications, which may vary in individual circumstances. Therefore, the following is designed to provide a general understanding of the U.S. federal income tax consequences with respect to such grants. In addition, the following discussion does not set forth any gift, estate, social security, or state or local tax consequences that may be applicable and is limited to the U.S. federal income tax consequences to individuals who are citizens or residents of the U.S., other than those individuals who are taxed on a residence basis in a foreign country.

Incentive Stock Options. In general, an employee will not realize taxable income upon either the grant or the exercise of an incentive stock option and the Company will not realize an income tax deduction at either of such times. In general, however, for purposes of the alternative minimum tax, the excess of the fair market value of the shares of common stock acquired upon exercise of an incentive stock option (determined at the time of exercise) over the exercise price of the incentive stock option will be considered income. If the recipient was continuously employed from the date of grant until the date three months prior to the date of exercise and such recipient does not sell the shares of common stock received pursuant to the exercise of the incentive stock option within either (i) two years after the date of the grant of the incentive stock option, or (ii) one year after the date of exercise, a subsequent sale of such shares of common stock will result in long-term capital gain or loss to the recipient and will not result in a tax deduction to the Company.

If the recipient is not continuously employed from the date of grant until the date three months prior to the date of exercise or such recipient disposes of the shares of common stock acquired upon exercise of the incentive stock option within either of the time periods described in the immediately preceding paragraph, the recipient will generally realize as ordinary income an amount equal to the lesser of (i) the fair market value of such shares of common stock on the date of exercise over the exercise price, and (ii) the amount realized upon disposition over the exercise price. In such event, subject to the limitations under Sections 162(m) and 280G of the Code (as described below), the Company generally will be entitled to an income tax deduction equal to the amount recognized as ordinary income. Any gain in excess of such amount realized by the recipient as ordinary income would be taxed at the rates applicable to short-term or long-term capital gains (depending on the holding period).

Non-Qualified Stock Options. A recipient will not realize any taxable income upon the grant of a non-qualified stock option and the Company will not receive a deduction at the time of such grant unless such option has a readily ascertainable fair market value (as determined under applicable tax law) at the time of grant. Upon exercise of a non-qualified stock option, the recipient generally will realize ordinary income in an amount equal to the excess of the fair market value of the shares of common stock on the date

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~		69

~~Table of Contents~~

~~Approval of the Code Section 162(m) (Proposal No. 4)~~

of exercise over the exercise price. Upon a subsequent sale of such shares of common stock by the recipient, the recipient will recognize short-term or long-term capital gain or loss depending upon his or her holding period of such shares of common stock. Subject to the limitations under Sections 162(m) and 280G of the Code (as described below), the Company will generally be allowed a deduction equal to the amount recognized by the recipient as ordinary income.

www.express.com

Approval of Amendment to the Amended and Restated Express, Inc. 2018 Incentive Compensation Plan to Increase the Number of Shares Available for Grant (Proposal No. 4)

Certain Other Tax Issues. In addition to the matters described above, (i) any entitlement to a tax deduction on the part of the Company is subject to applicable federal tax rules (including, without limitation, Section 162(m) of the Code regarding the $1.0 million limitation on deductible compensation), (ii) the exercise of an incentive stock option may have implications in the computation of alternative minimum taxable income, (iii) certain awards under the IC2018 Plan may be subject to the requirements of Section 409A of the Code (regarding non-qualified deferred compensation), and (iv) if the exercisability or vesting of any option is accelerated because of a change-in-control, such option (or a portion thereof), either alone or together with certain other payments, may constitute parachute payments under Section 280G of the Code, which excess amounts may be subject to excise taxes. Officers and directors of the Company subject to Section 16(b) of the Exchange Act may be subject to special tax rules regarding the income tax consequences concerning their options.

The IC2018 Plan is not subject to any of the requirements of the Employee Retirement Income Security Act of 1974, as amended. The IC2018 Plan is not, nor is it intended to be, qualified under Section 401(a) of the Code.

~~Outstanding Awards Under the IC~~New Plan Benefits

~~As of April 10, 2017, the following outstanding~~No awards have been granted ~~under~~or promised with respect to the ~~IC Plan to each of the executive officers named below, all current executive officers as a group, all non-employee directors as a group, and all other employees, respectively:~~

Name         Number of
Shares
Underlying
Options/SARs         Weighted
Average Exercise
Price of Options/
SARs         Number of
Shares Underlying
Restricted Stock
Awards/Stock Unit
Awards
David Kornberg 506,422 $15.00 865,899
Matthew Moellering 286,331 $17.20 245,512
John J. (“Jack”) Rafferty 164,497 $17.06 128,353
Colin Campbell 154,497 $17.07 128,353
Periclis (“Perry”) Pericleous 53,677 $15.59 91,626

All Executive Officers as a Group (8 people) 1,459,629 $16.17 1,795,363
All Non-Employee Directors as a Group (7 people) 12,500 $17.11 56,975
All Other Employees 1,225,452 $17.04 2,122,934

~~Future Plan Awards.~~ ~~The terms and number of options or other awards~~2,500,000 shares to be ~~granted in~~added, subject to stockholder approval, pursuant to the ~~future~~Plan Amendment. Awards under ~~the IC~~our 2018 Plan are ~~to be determined in~~made at the discretion of the ~~Compensation~~Committee and Governance Committee. Since no such determinations regarding future awards or grants have yet been made, the benefits or amounts that will be received by or allocated to the Company’s executive officers or other eligible employees or non-employee directors cannot be determinedare therefore not determinable at this time.

~~As of April 10, 2017, the closing price on the New York Stock Exchange of the Company’s common stock was $8.69 per share.~~

70		~~www.express.com~~

~~Table of Contents~~

~~Approval of the Code Section 162(m) (Proposal No. 4)~~

~~Equity Compensation Plan Information~~

~~The following table sets forth, as of January 28, 2017, certain information related to the Company’s equity compensation plans.~~

Plan Category Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)         Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)         Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column (a))
(c)
Equity compensation plans approved by security holders 4,415,970                       $ 18.18 ⁽¹⁾ 7,499,160
Equity compensation plansnot approved by security holders 0 $ 0 0
Total 4,415,970 $ 18.18 ⁽¹⁾ 7,499,160

~~(1)~~

~~Does not include outstanding rights to receive common stock upon the vesting of restricted stock units.~~

~~The following table sets forth, as of April 10, 2017, certain information related to the Company’s equity compensation plans.~~

Plan Category Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)         Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)         Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column (a))
(c)
Equity compensation plans approved by security holders 6,672,854                       $ 16.57 ⁽¹⁾ 5,160,874
Equity compensation plansnot approved by security holders 0 $ 0 0
Total 6,672,854 $ 16.57 ⁽¹⁾ 5,160,874

~~(1)~~

~~Does not include outstanding rights to receive common stock upon the vesting of restricted stock units.~~

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR THE APPROVAL OF THE ~~CODE SECTION 162(M)~~
~~PERFORMANCE GOALS AND VARIOUS ANNUAL GRANT LIMITATIONS UNDER THE EXPRESS,~~
~~INC. 2010 INCENTIVE COMPENSATION PLAN.~~PLAN AMENDMENT.

EXPRESS ~~EXPRESS~~Notice of ~~2017~~2020 Annual Meeting of Stockholders		71
		77

~~Table of Contents~~

Other ~~Matters~~Matters

The Board knows of no other matters to be brought before the Annual Meeting. However, if other matters should come before the meeting, each of the persons named as a proxy will vote as recommended by the Board or, if no recommendation is given, in his or her discretion on such matters.

Additional Information

Proxy Solicitation Expenses

We will pay the expense of preparing, assembling, printing, and mailing the proxy statement, proxy card, and other related materials used in the solicitation of proxies. We have retained Innisfree M&A Inc. (“Innisfree”) to act as a proxy solicitor in conjunction with the Annual Meeting. We have agreed to pay Innisfree ~~$12,500,~~$24,000 plus reasonable out-of-pocket expenses, for proxy solicitation services. We will reimburse banks, brokerage firms, and others for their reasonable expenses in forwarding proxy materials to beneficial owners and obtaining their instructions. Officers and regular associates of Express may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, ~~facsimile,~~e-mail, or other electronic means.

Stockholder Proposals for Inclusion in the ~~2018~~2021 Annual Meeting Proxy Statement

Stockholders interested in submitting a proposal for inclusion in the proxy materials for the ~~2018~~2021 annual meeting of stockholders may do so by following the procedures prescribed in Rule 14a-8 of the Exchange Act. To be eligible for inclusion, stockholder proposals must be submitted in writing to the Office of the Corporate Secretary, Express, Inc., 1 Express Drive, Columbus, OH 43230 and must be received no later than ~~December 29, 2017~~January 1, 2021 unless the date of our ~~2018~~2021 annual meeting is changed by more than 30 days from June ~~7, 2018,~~10, 2021, in which case the proposal must be received a reasonable time before we begin to print and mail our proxy materials.

Other Stockholder Proposals

Our Bylaws require that any stockholders who intend to present an item of business, including nominees for election as directors, at the ~~2018~~2021 annual meeting (other than a stockholder proposal submitted for inclusion in our ~~2018~~2020 proxy statement) must provide notice of such business to the Office of the Corporate Secretary, Express, Inc., 1 Express Drive, Columbus, OH 43230 between Wednesday, February ~~7, 2018~~10, 2021 and the close of business on Friday, March ~~9, 2018.~~12, 2021. The notice must contain the information required by our Bylaws, which are posted on our website.

Electronic Delivery

Instead of receiving the Notice regarding the Internet Availability of Proxy Materials (the “Notice of Internet ~~Availability~~Availability”) or paper copies of our Annual Report and proxy statement in the mail, registered stockholders can elect to receive these communications electronically. For additional information and to elect this option, please access www.computershare.com/investor.

Many brokers and banks also offer electronic delivery of proxy materials to their clients. If you are a beneficial stockholder, you may contact your broker or bank to find out whether this service is available to you. If your broker or bank uses Broadridge Investor Communications Services, you can elect to receive future proxy materials electronically at www.investordelivery.com.

Delivery of Proxy Materials to Households

We have adopted a procedure called “householding,” which has been approved by the SEC. Accordingly, we may only deliver one copy of the Notice of Internet Availability, and if you requested printed versions by mail, one copy of this proxy statement and one copy of our Annual Report to multiple registered stockholders who share an address unless we have received contrary instructions from one or more of the stockholders. Stockholders who share an address to which printed copies of this proxy statement and Annual Report have been delivered, will continue to receive separate proxy cards. If you are a stockholder, share an address and last name with one or more other stockholders, and would like to revoke your householding consent in order to receive separate copies of proxy statements, annual reports, and Notices of Internet Availability, or you are a stockholder eligible for householding and would like to participate in householding, please contact Broadridge, either by calling toll free at (866) 540-7095 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

72		~~www.express.com~~

~~Table of Contents~~

~~Additional Information~~

A number of brokerage firms have instituted householding. If you hold your shares through a broker, bank, or other nominee, please contact your broker, bank, or other nominee to request information about householding.

www.express.com

Additional Information

Incorporation by Reference

Neither the Compensation and Governance Committee Report nor the Audit Committee Report shall be deemed soliciting material or filed with the SEC and none of them shall be deemed incorporated by reference into any prior or future filings made by us under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate such information by reference. In addition, this document includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this document.

Availability of SEC Filings, Code of Conduct, and Committee Charters

Copies of our reports on Forms 10-K, 10-Q, 8-K, and all amendments and exhibits to those reports filed with the SEC, our Code of Conduct, our Corporate Governance Guidelines, the charters of the Audit and the Compensation and Governance Committees, and any reports of beneficial ownership of our common stock filed by executive officers, directors, and beneficial owners of more than 10% of our outstanding common stock are posted on and may be obtained through the investor relations section of our website, at www.express.com/investor, or may be requested in print, at no cost, by telephone at (888) 423-2421, by ~~email~~e-mail at IR@express.com, or by mail at Express, Inc., 1 Express Drive, Columbus, OH 43230, Attention: Investor Relations.

EXPRESS ~~EXPRESS~~Notice of ~~2017~~2020 Annual Meeting of Stockholders

Frequently Asked Questions

about

Voting and the Annual Meeting

Who is entitled to vote at the meeting?

Only stockholders of record at the close of business on April 20, 2020, the record date for the Annual Meeting (the “Record Date”), are entitled to receive notice of and to participate in the Annual Meeting. If you were a stockholder of record on that date, you will be entitled to vote all of the shares that you held on that date at the Annual Meeting or at any adjournments or postponements of the meeting.

A list of stockholders of record entitled to vote at the Annual Meeting will be available during the virtual Annual Meeting and on the Annual Meeting website and will also be available for ten business days prior to the Annual Meeting between the hours of 9:00 a.m. and 4:00 p.m., Eastern Daylight Time, at the Office of the Corporate Secretary located at 1 Express Drive, Columbus, OH 43230. A stockholder may examine the list for any germane purpose related to the Annual Meeting.

What are the voting rights of the holders of Express, Inc. common stock?

How do I vote?

Beneficial Stockholders. If you hold your shares through a broker, bank, or other nominee, you are a beneficial stockholder. In order to vote your shares, please refer to the materials forwarded to you by your broker, bank, or other nominee, as applicable, for instructions on how to vote the shares you hold as a beneficial stockholder.

Registered Stockholders. If you hold your shares in your own name, you are a registered stockholder and may vote by proxy before the Annual Meeting via the Internet at www.proxyvote.com, by calling (800) 690-6903, or if you received paper copies of the proxy materials and proxy card in the mail, by signing and returning the enclosed proxy card. Proxies submitted via the Internet, by telephone, or by mail must be received by 11:59 p.m., Eastern Daylight Time, on June 9, 2020. You may also vote at the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/EXPR2020 and entering the 16-digit control number shown on your Notice of Internet Availability of Proxy Materials or proxy card. If you vote by telephone or via the Internet, including during the virtual Annual Meeting, you do not need to return your proxy card. Have your Notice of Internet Availability and proxy card available when you access the virtual Annual Meeting website.

Why did I receive a Notice in the mail regarding the Internet Availability of Proxy Materials instead of a full set of proxy materials?

Under rules adopted by the SEC, we are making this proxy statement available to our stockholders primarily via the Internet. On or about May 1, 2020, we will mail the Notice of Internet Availability to stockholders at the close of business on the Record Date, other than those stockholders who previously requested electronic or paper delivery of communications from us. The Notice of Internet Availability contains instructions on how to access an electronic copy of our proxy materials, including this proxy statement and our Annual Report, and also contains instructions on how to request a paper copy of the proxy materials.

Can I vote my shares by filling out and returning the Notice of Internet Availability?

What are “broker non-votes” and why is it so important that I submit my voting instructions for shares I hold as a beneficial stockholder?

If a broker or other financial institution holds your shares in its name and you do not provide voting instructions to it, New York Stock Exchange (“NYSE”) rules allow that firm to vote your shares only on routine matters. Proposal No. 3, the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020, is the only routine matter for consideration at the Annual Meeting. For all matters other than Proposal No. 3, you must submit voting instructions to the firm that holds your shares if you want your vote to count on such matters. When a firm votes a client’s shares on some but not all of the proposals, the missing votes are referred to as “broker non-votes.”

What constitutes a quorum and how will votes be counted?

The attendance at the Annual Meeting, virtually or by proxy, of the holders of a majority of the outstanding shares of common stock entitled to vote will constitute a quorum for purposes of the Annual Meeting. A quorum is required in order for the Company to conduct its business at the Annual Meeting. As of the Record Date, 64,456,389 shares of common stock were outstanding.

www.express.com

Frequently Asked Questions about Voting and the Annual Meeting

What vote is required to approve each proposal, and how does the Board recommend that I vote on these proposals?

Proposal	Vote Required	Board Voting Recommendation
Election of Class I directors (Proposal No. 1)	Majority of the votes cast FOR the director nominee	FOR the nominee
Advisory vote to approve executive compensation (say-on-pay) (Proposal No. 2)	The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting	FOR the executive compensation of our named executive officers
Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020 (Proposal No. 3)	The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting	FOR the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020
Approval of Amendment to the Amended and Restated Express, Inc. 2018 Incentive Compensation Plan to Increase the Number of Shares Available for Grant (Proposal No. 4)	The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting	FOR the approval of amendment to the Amended and Restated Express, Inc. 2018 Incentive Compensation Plan to increase the number of shares available for grant

What are my choices for casting my vote on each matter to be voted on?

Proposal	Voting Options	Effect of Abstentions	Broker Discretionary Voting Allowed?	Effect of Broker Non-Votes
Election of Class I directors (Proposal No. 1)	FOR, AGAINST or ABSTAIN	No effect—not counted as a “vote cast”	No	No effect
Advisory vote to approve executive compensation (say-on-pay) (Proposal No. 2)	FOR, AGAINST or ABSTAIN	Treated as a vote AGAINST the proposal	No	No effect
Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020 (Proposal No. 3)	FOR, AGAINST, or ABSTAIN	Treated as a vote AGAINST the proposal	Yes	Not applicable
Approval of Amendment to the Amended and Restated Express, Inc. 2018 Incentive Compensation Plan to Increase the Number of Shares Available for Grant (Proposal No. 4)	FOR, AGAINST or ABSTAIN	Treated as a vote AGAINST the proposal	No	No effect

Unless you give other instructions when you vote, the persons named as proxies, Timothy Baxter and Melinda McAfee, will vote in accordance with the Board’s recommendations. We do not expect any other business to properly come before the Annual Meeting; however, if any other business should properly come before the Annual Meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own discretion.

What happens if a director nominee does not receive a majority of the votes cast for his or her re-election?

May I change my vote or revoke my proxy?

Beneficial Stockholders. Beneficial stockholders should contact their broker, bank, or other nominee for instructions on how to change their vote or revoke their proxy.

Registered Stockholders. Registered stockholders may change their vote or revoke a properly executed proxy at any time before its exercise by:

delivering written notice of revocation to the Office of the Corporate Secretary, Express, Inc., 1 Express Drive, Columbus, OH 43230;

submitting another proxy that is dated later than the original proxy (including a proxy submitted via telephone or Internet); or

voting at the virtually Annual Meeting.

EXPRESS Notice of 2020 Annual Meeting of Stockholders

Frequently Asked Questions about Voting and the Annual Meeting

~~Table of Contents~~How do I attend the Annual Meeting?

~~Appendix~~Due to the continuing public health impact of the COVID-19 pandemic, this year’s Annual Meeting will be accessible only through the Internet. All stockholders as of the Record Date, or their duly appointed proxies, may participate in the live webcast of the Annual Meeting. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/EXPR2020 and entering the 16-digit control number shown on your Notice of Internet Availability of Proxy Materials or proxy card. You will not be able to attend the Annual Meeting in person. The live webcast for the Annual Meeting will begin promptly at 8:30 a.m., Eastern Daylight Time on June 10, 2020. Online access to the live webcast will open approximately 15 minutes prior to the start time of the Annual Meeting. You can access this website on a computer, tablet or phone with internet connection. We recommend that you log in at least 15 minutes prior to the Annual Meeting to ensure ample time to complete the check-in procedures.

You do not need to attend the Annual Meeting to vote. Even if you plan to attend the Annual Meeting, we encourage you to submit your vote in advance by following the instructions in the Notice of Internet Availability of Proxy Materials and this Proxy Statement.

How do I participate in and ask questions at the Annual Meeting?

To submit a question at the Annual Meeting, you will need your 16-digit control number shown on the Notice of Internet Availability of Proxy Materials or proxy card. You may log in 15 minutes before the start of the Annual Meeting and submit questions online. You will also be able to submit questions during the Annual Meeting. We will read and answer questions relevant to meeting matters that comply with the meeting rules of conduct during the Annual Meeting, subject to time constraints.

What should I do if I need technical support during the Annual Meeting?

If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be provided on the Annual Meeting website log-in page.

www.express.com

Appendix A

Information About Non-GAAP Financial Measures

Adjusted operating (loss)/income and adjusted diluted earnings per share ~~is a~~are supplemental ~~measure~~measures of financial performance that isare not required by, or presented in accordance with GAAP. In each case, the reported GAAP measures are adjusted to eliminate the impact of certain non-core items. We believe that ~~this~~these non-GAAP ~~measure provides~~measures provide additional useful information to assist stockholders in understanding our financial results and assessing our prospects for future performance. Management believes adjusted operating (loss)/income and adjusted diluted earnings per share ~~is an~~are important ~~indicator~~indicators of our business performance because ~~it excludes~~they exclude items that may not be indicative of, or are unrelated to, our underlying operating results, and ~~provides~~provide a better baseline for analyzing trends in our business. In addition, adjusted operating (loss)/income is used to determine payouts under the Company’s short-term cash incentive compensation program and adjusted diluted earnings per share is used ~~as a performance measure under our executive compensation program~~to determine the amount of performance-based cash and the number of performance-based restricted stock units earned for purposes of ~~determining~~ the ~~number of equity awards that are ultimately earned by executives.~~Company’s performance-based long-term incentive program. Because non-GAAP financial measures are not standardized, it may not be possible to compare ~~this~~these financial ~~measure~~measures with other companies’ non-GAAP financial measures having the same or similar names. ~~Adjusted diluted earnings per share~~These adjusted financial measures should not be considered in isolation or as a substitute for reported operating (loss)/income and reported diluted earnings per share. ~~Adjusted diluted earnings per share reflects~~These adjusted financial measures reflect an additional way of viewing our operations that, when viewed with our GAAP results and the below reconciliations to the corresponding GAAP financial ~~measure, provides~~measures, provide a more complete understanding of our business. We strongly encourage investors and stockholders to review our financial statements and ~~publicly filed~~publicly-filed reports in their entirety and not to rely on any single financial measure.

The following ~~table presents~~tables present: reconciliations of adjusted ~~net~~ operating (loss)/income for 2019 and 2018 to reported operating (loss)/income and reconciliations of adjusted diluted earnings per share for ~~2015~~2019 and ~~2016, which eliminate certain non-core operating costs. No adjustments were made~~2018 to ~~diluted earnings per share for 2014.~~

2016 2015
(in thousands)
Adjusted Net Income $ 64,343 $ 122,429
Adjusted Diluted Earnings Per Share $ 0.81 $ 1.45

~~The table below reconciles the non-GAAP financial measures, adjusted net income and adjusted diluted earnings per share, with the most directly comparable GAAP financial measures, net income and~~reported diluted earnings per share.

2016
(in thousands, except per share amounts) Net Income         Diluted Earnings
Per Share         Weighted Average Diluted
Shares Outstanding
Reported GAAP Measure       $ 57,417                    $ 0.73 79,049
Interest Expense^(a) $ 11,354 $ 0.14
Income Tax Benefit^(b) $ (4,428) $ (0.06)
Adjusted Non-GAAP Measure $ 64,343 $ 0.81

	2019
(in thousands, except per share amounts)	Operating Loss			Net Loss			Diluted Earnings Per Share			Weighted Average Diluted Shares Outstanding
Reported GAAP Measure	$	(217,865	)	$	(164,358	)	$	(2.49	)		66,133
Impairment of Intangible Assets^(a)	$	197,618		$	147,891		$	2.24
Impact of Restructuring^(a)	$	7,337		$	5,503		$	0.08
Impact of CEO Departure^(b)	$	—		$	822		$	0.01
Impact of Other Executive Departures^©	$	1,716		$	1,728		$	0.03
Adjusted Non-GAAP Measure	$	(11,194	)	$	(8,414	)	$	(0.13	)

(a)	Items tax affected at the applicable deferred or statutory rate.

(b)	Represents ~~non-core items~~the tax impact of the expiration of the former CEO's non-qualified stock options.

(c)	Represents the tax impact of executive departure costs offset by the tax impact related to the ~~amendment~~expiration of the ~~Times Square Flagship store lease discussed in Note 5~~executive non-qualified stock options.

	2018
(in thousands, except per share amounts)	Operating Income		Net Income		Diluted Earnings Per Share		Weighted Average Diluted Shares Outstanding
Reported GAAP Measure	$	28,215	$	9,630	$	0.13		73,239
Impact of CEO Departure	$	5,436	$	4,050	$	0.06
162(m) Impact as a Result of CEO Departure	$	—	$	1,473	$	0.02
Equity Method Investment Impairment^(a)	$	—	$	8,400	$	0.11
Adjusted Non-GAAP Measure	$	33,651	$	23,553	$	0.32

(a)	The tax effect of the ~~Company’s financial statements included in its Annual Report for the year ended January 28, 2017.~~
~~(b)~~	~~Items were tax affected at our statutory rate of approximately 39% for 2016.~~

2015
(in thousands, except per share amounts) Net Income         Diluted Earnings
Per Share         Weighted Average Diluted
Shares Outstanding
Reported GAAP Measure       $ 116,513                    $ 1.38 84,591
Interest Expense^(a) $ 9,657 $ 0.11
Income Tax Benefit^(b) $ (3,741) $ (0.04)
Adjusted Non-GAAP Measure $ 122,429 $ 1.45

~~(a)~~	~~Includes the redemption premium paid, the write-off of unamortized debt issuance costs, and the write-off of the unamortized debt discount related to the redemption of all $200.9~~$8.4 million impairment of our ~~Senior Notes.~~
~~(b)~~	~~Items were~~equity method investment is $2.1 million offset by a full valuation allowance against the related deferred tax ~~affected at our statutory rate of approximately 39% for 2015.~~assets.

EXPRESS 74Notice of 2020 Annual Meeting of Stockholders		~~www.express.com~~	83

~~Table of Contents~~

~~Appendix~~Appendix B

SECOND AMENDED AND RESTATED EXPRESS, INC. ~~2010~~
2018 INCENTIVE COMPENSATION PLAN

ARTICLE I

PURPOSE

The purpose of this Express, Inc. ~~2010~~2018 Incentive Compensation Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. The Plan is effective as of the date set forth in Article XV.

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following terms shall have the following meanings:

2.1~~2.1~~ “Acquisition Event” has the meaning set forth in Section 4.2(d).

2.2~~2.2~~ “Affiliate” means each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; (d) any trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and (e) any other entity in which the Company or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Committee; provided that, unless otherwise determined by the Committee, the Common Stock subject to any Award constitutes “service recipient stock” for purposes of Section 409A of the Code or otherwise does not subject the Award to Section 409A of the Code.

2.3~~2.3~~ “Award” means any award under the Plan of any Stock Option, Stock Appreciation Right, Restricted Stock, Performance Award or Other Stock-Based Award or Other Cash-Based Award. All Awards shall be granted by, confirmed by, and subject to the terms of, a written agreement executed by the Company and the Participant.

2.4~~2.4~~ “Award Agreement” means the written or electronic agreement setting forth the terms and conditions applicable to an Award. Evidence of an Award may be limited to notation on the books and records of the Company and, with the approval of the Board, need not be signed by a representative of the Company or a Participant.

2.5~~2.5~~ “Board” means the Board of Directors of the Company.

2.6~~2.6~~ “Cause” means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Termination of Employment or Termination of Consultancy, the following: (a) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award (or where there is such an agreement but it does not define “cause” (or words of like import)), termination due to a Participant’s, dishonesty, fraud, moral turpitude, willful misconduct or refusal to perform his or her duties or responsibilities for any reason other than illness or incapacity, as determined by the Committee in its sole discretion; or (b) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that defines “cause” (or words of like import), “cause” as defined under such agreement; provided, however, that with regard to any agreement under which the definition of “cause” only applies on occurrence of a change in control, such definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter. With respect to a Participant’s Termination of Directorship, “cause” means an act or failure to act that constitutes cause for removal of a director under applicable Delaware law.

2.7~~2.7~~ “Change in Control” has the meaning set forth in 11.2.

2.8~~2.8~~ “Change in Control Price” has the meaning set forth in Section 11.1.

2.9~~2.9~~ “Code”means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be a reference to any successor provision and any Treasury Regulation promulgated thereunder.

2.10~~2.10~~ “Committee”means any committee of the Board duly authorized by the Board to administer the Plan. If no committee is duly authorized by the Board to administer the Plan, the term “Committee” shall be deemed to refer to the Board for all purposes under the Plan.

2.11~~2.11~~ “Common Stock”means the Common Stock, $0.01 par value per share, of the Company.

~~EXPRESS~~ ~~Notice of 2017 Annual Meeting of Stockholders~~		75

2.12~~Table of Contents~~“

~~Appendix B~~

~~2.12 “~~Company”means Express, Inc., a Delaware corporation, and its successors by operation of law.

www.express.com

Appendix B

2.13“Consultant”means any natural person who is an advisor or consultant to the Company or its ~~Affiliates.~~Affiliates; provided that such person satisfies the Form S-8 definition of an “employee.”

2.14~~2.14~~ “Detrimental Activity” means, unless otherwise determined by the Committee, in the applicable Award Agreement: (a) the disclosure to anyone outside the Company or its Affiliates, or the use in any manner other than in the furtherance of the Company’s or its Affiliate’s business, without written authorization from the Company, of any confidential information, trade secrets or proprietary information, relating to the business of the Company or its Affiliates that is acquired by a Participant prior to the Participant’s Termination; (b) activity while employed or performing services that results, or if known could result, in the Participant’s Termination that is classified by the Company as a termination for Cause; (c) any attempt, directly or indirectly, to solicit, induce or hire (or the identification for solicitation, inducement or hiring of) any employee of the Company or its Affiliates to be employed by, or to perform services for, the Participant or any person or entity with which the Participant is associated (including, but not limited to, due to the Participant’s employment by, consultancy for, equity interest in, or creditor relationship with such person or entity) or any person or entity from which the Participant receives direct or indirect compensation or fees as a result of such solicitation, inducement or hire (or the identification for solicitation, inducement or hire) without, in all cases, written authorization from the Company; (d) any attempt, directly or indirectly, to solicit in a competitive manner any customer or prospective customer of the Company or its Affiliates at the time of a Participant’s Termination, without, in all cases, written authorization from the Company; (e) the Participant’s Disparagement, or inducement of others to do so, of the Company or its Affiliates or their past and present officers, directors, employees or products; or (f) breach of any agreement between the Participant and the Company or an Affiliate (including, without limitation, any employment agreement or noncompetition or nonsolicitation agreement). For purposes of sub-sections (a), (c), and (d) above, the General Counsel, Chief ~~Administrative~~Operating Officer, Senior Vice President of Human Resources or the Chief Executive Officer of the Company shall have authority to provide the Participant, except for himself or herself, with written authorization to engage in the activities contemplated thereby and no other person shall have authority to provide the Participant with such authorization.

2.15~~2.15~~ “Disability”means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Termination, a permanent and total disability as defined in Section 22(e)(3) of the Code. A Disability shall only be deemed to occur at the time of the determination by the Committee of the Disability. Notwithstanding the foregoing, for Awards that are subject to Section 409A of the Code, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.

2.16~~2.16~~ “Disparagement”means making comments or statements to the press, the Company’s or its Affiliates’ employees, consultants or any individual or entity with whom the Company or its Affiliates has a business relationship which could reasonably be expected to adversely affect in any manner: (a) the conduct of the business of the Company or its Affiliates (including, without limitation, any products or business plans or prospects); or (b) the business reputation of the Company or its Affiliates, or any of their products, or their past or present officers, directors or employees.

2.17~~2.17~~ “Effective Date”means the effective date of the Plan as defined in Article XV.

2.18~~2.18~~ “Eligible Employee”means each employee of the Company or an Affiliate.

2.19~~2.19~~ “Eligible Individual”means an Eligible Employee, Non-Employee Director or Consultant who is designated by the Committee in its discretion as eligible to receive Awards subject to the conditions set forth herein.

2.20~~2.20~~ “Exchange Act”means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.21~~2.21~~ “Fair Market Value”means, for purposes of the Plan, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided below, the last sales price reported for the Common Stock on the applicable date: (a) as reported on the principal national securities exchange in the United States on which it is then traded or (b) if the Common Stock is not traded, listed or otherwise reported or quoted, the Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate taking into account the requirements of Section 409A of the Code. For purposes of the grant of any Award, the applicable date shall be the trading day immediately prior to the date on which the Award is granted. For purposes of the exercise of any Award, the applicable date shall be the date a notice of exercise is received by the Committee or, if not a day on which the applicable market is open, the next day that it is open.

2.22~~2.22~~ “Family Member”means “family member” as defined in Section A.1.(5) of the general instructions of Form S-8.

2.23~~2.23~~ “Incentive Stock Option”means any Stock Option awarded to an Eligible Employee of the Company, its Subsidiaries and its Parents (if any) under this Plan intended to be and designated as an “Incentive Stock Option” within the meaning of Section 422 of the Code.

2.24~~2.24~~ “Merger Event”has the meaning set forth in Section ~~4.2(d)~~4.2(b).

2.25“76		~~www.express.com~~

~~Table of Contents~~

~~Appendix B~~

~~2.25 “~~Non-Employee Director”means a director or a member of the Board of the Company or any Affiliate who is not an active employee of the Company or any Affiliate.

2.26~~2.26~~ “Non-Qualified Stock Option”means any Stock Option awarded under the Plan that is not an Incentive Stock Option.

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2.27“Non-Tandem Stock Appreciation Right”shall mean the right to receive an amount in cash and/or stock equal to the difference between (x) the Fair Market Value of a share of Common Stock on the date such right is exercised, and (y) the aggregate exercise price of such right, otherwise than on surrender of a Stock Option.

2.28~~2.28~~ “Other Cash-Based Award” means an Award granted pursuant to Section 10.3 of the Plan and payable in cash at such time or times and subject to such terms and conditions as determined by the Committee in its sole discretion.

2.29~~2.29~~ “Other Stock-Based Award”means an Award under Article X of the Plan that is valued in whole or in part by reference to, or is payable in or otherwise based on, Common Stock, including, without limitation, an Award valued by reference to an Affiliate.

2.30~~2.30~~ “Parent”means any parent corporation of the Company within the meaning of Section 424(e) of the Code.

2.31~~2.31~~ “Participant”means an Eligible Individual to whom an Award has been granted pursuant to the Plan.

2.32~~2.32~~ “Performance Award”means an Award granted to a Participant pursuant to Article IX hereof contingent upon achieving certain Performance Goals.

2.33~~2.33~~ “Performance Goals”means goals established by the Committee as contingencies for Awards to vest and/or become exercisable or distributable based on one or more of the performance goals set forth in Exhibit A hereto.

2.34~~2.34~~ “Performance Period”means the designated period during which the Performance Goals must be satisfied with respect to the Award to which the Performance Goals relate.

2.35~~2.35~~ “Plan”means this ~~Second Amended & Restated~~ Express, Inc. 2018 Incentive Compensation Plan, as amended from time to time.

2.36~~2.36~~ “Prior Plan” means the Express, Inc. 2010 Incentive Compensation Plan, as amended and restated from time to time.

2.37“Reference Stock Option”has the meaning set forth in Section 7.1.

2.38~~2.37~~ “Restricted Stock”means an Award of shares of Common Stock under the Plan that is subject to restrictions under Article VIII.

2.39~~2.38~~ “Restriction Period”has the meaning set forth in Section 8.3(a) with respect to Restricted Stock.

2.40~~2.39~~ “Rule 16b-3”means Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor provision.

2.41~~2.40~~ “~~Section 162(m) of the Code~~”~~means the exception for performance-based compensation under Section 162(m) of the Code and any applicable treasury regulations thereunder.~~

~~2.41 “~~Section 409A of the Code”means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder.

2.42~~2.42~~ “Securities Act”means the Securities Act of 1933, as amended and all rules and regulations promulgated thereunder. Reference to a specific section of the Securities Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.43~~2.43~~ “Stock Appreciation Right”shall mean the right pursuant to an Award granted under Article VII.

2.44~~2.44~~ “Stock ~~Option~~”Option”or“Option”means any option to purchase shares of Common Stock granted to Eligible Individuals granted pursuant to Article VI.

2.45~~2.45~~ “Subsidiary”means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.

2.46~~2.46~~ “Substitute Award” has the meaning set forth in Section 4.4.

2.47“Tandem Stock Appreciation Right”shall mean the right to surrender to the Company all (or a portion) of a Stock Option in exchange for an amount in cash and/or stock equal to the difference between (i) the Fair Market Value on the date such Stock Option (or such portion thereof) is surrendered, of the Common Stock covered by such Stock Option (or such portion thereof), and (ii) the aggregate exercise price of such Stock Option (or such portion thereof).

2.48~~2.47~~ “Ten Percent Stockholder”means a person owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, its Subsidiaries or its Parent.

2.49~~2.48~~ “Termination”means a Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

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~~2.49 “~~Termination of Consultancy”means: (a) that the Consultant is no longer acting as a consultant to the Company or an Affiliate; or (b) when an entity which is retaining a Participant as a Consultant ceases to be an Affiliate unless the Participant otherwise is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination of his or her consultancy, unless otherwise determined by the Committee, in its sole discretion, no Termination of Consultancy shall be deemed to occur until such time as such Consultant is no longer a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Consultancy in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Consultancy thereafter, provided that any such change to the definition of the term “Termination of Consultancy” does not subject the applicable Stock Option to Section 409A of the Code.

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~~2.50~~ 2.51“Termination of Directorship”means that the Non-Employee Director has ceased to be a director of the Company; except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of his or her directorship, his or her ceasing to be a director of the Company shall not be treated as a Termination of Directorship unless and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be.

2.52~~2.51~~ “Termination of Employment”means: (a) a termination of employment (for reasons other than a military or personal leave of absence granted by the Company) of a Participant from the Company and its Affiliates; or (b) when an entity which is employing a Participant ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, employed by the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that an Eligible Employee becomes a Consultant or a Non-Employee Director upon the termination of his or her employment, unless otherwise determined by the Committee, in its sole discretion, no Termination of Employment shall be deemed to occur until such time as such Eligible Employee is no longer an Eligible Employee, a Consultant or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Employment in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Employment thereafter, provided that any such change to the definition of the term “Termination of Employment” does not subject the applicable Stock Option to Section 409A of the Code.

2.53~~2.52~~ “Transfer”means: (a) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or other disposition (including the issuance of equity in any entity), whether for value or no value and whether voluntary or involuntary (including by operation of law), and (b) when used as a verb, to directly or indirectly transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise dispose of (including the issuance of equity in any entity) whether for value or for no value and whether voluntarily or involuntarily (including by operation of law). “Transferred” and “Transferable” shall have a correlative meaning.

ARTICLE III

ADMINISTRATION

3.1~~3.1~~ The Committee. The Plan shall be administered and interpreted by the Committee. To the extent required by applicable law, rule or regulation, each member of the Committee shall qualify as (a) a “non-employee director” under Rule 16b-3, ~~(b) an “outside director” under Code Section 162(m)~~ and ~~(c)~~(b) an “independent director” under the rules of any national securities exchange or national securities association, as applicable. If it is later determined that one or more members of the Committee do not so qualify, actions taken by the Committee prior to such determination shall be valid despite such failure to qualify. In the event that any member of the Committee does not qualify as a “non-employee director” for purposes of Section 16 of the Exchange Act, then all compensation that is intended to be exempt from Section 16 will also be approved by the Board or a subcommittee made up of members of the Board who qualify as non-employee directors. In the event that any member of the Committee does not qualify as an “outside director” for purposes of Section 162(m) of the Code, then all compensation that is intended to be exempt from Section 162(m) of the Code will also be approved by a subcommittee made up of members of the Board who qualify as outside directors.

3.2~~3.2~~ Grants of Awards. The Committee shall have full authority to grant, pursuant to the terms of this Plan, to Eligible Individuals: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Performance Awards; (v) Other Stock-Based Awards; and (vi) Other Cash-Based Awards. In particular, the Committee shall have the authority:

(a) to select the Eligible Individuals to whom Awards may from time to time be granted hereunder;

(b) to determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible Individuals;

(c) to determine the number of shares of Common Stock or the amount of cash to be covered by each Award granted hereunder;

(d) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common Stock relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion);

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(e) to determine whether, to what extent and under what circumstances grants of Options and other Awards under the Plan are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of this Plan;

(f) to determine whether and under what circumstances a Stock Option may be settled in cash, Common Stock and/or Restricted Stock under Section 6.4(d);

(g) to determine whether a Stock Option is an Incentive Stock Option or Non-Qualified Stock Option;

(h) to determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of shares acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such Award;

(i) to modify, extend or renew an Award, subject to Article XII and Section 6.4(l), provided, however, that such action does not subject the Award to Section 409A of the Code without the consent of the Participant; and

(j) solely to the extent permitted by applicable law, to determine whether, to what extent and under what circumstances to provide loans (which may be on a recourse basis and shall bear interest at the rate the Committee shall provide) to Participants in order to exercise Options under the Plan.

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3.3Guidelines. Subject to Article XII hereof, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by applicable law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of the Plan. The Committee may adopt special guidelines and provisions for persons who are residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions to comply with applicable tax and securities laws of such domestic or foreign jurisdictions. Notwithstanding the foregoing, no action of the Committee under this Section 3.3 shall impair the rights of any Participant without the Participant’s consent. To the extent applicable, this Plan is intended to comply with the applicable requirements of Rule 16b-3 and ~~with respect to Awards intended to be “performance-based,” the applicable provisions of Section 162(m) of the Code, and~~ the Plan shall be limited, construed and interpreted in a manner so as to comply therewith.

3.4~~3.4~~ Decisions Final. Any decision, interpretation or other action made or taken in good faith by or at the direction of the Company, the Board or the Committee (or any of its members) arising out of or in connection with the Plan shall be within the absolute discretion of all and each of them, as the case may be, and shall be final, binding and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators, successors and assigns.

3.5~~3.5~~ Procedures. If the Committee is appointed, the Board shall designate one of the members of the Committee as ~~chairman~~chair and the Committee shall hold meetings, subject to the By-Laws of the Company, at such times and places as it shall deem advisable, including, without limitation, by telephone conference or by written consent to the extent permitted by applicable law. A majority of the Committee members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all of the Committee members in accordance with the By-Laws of the Company, shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable.

3.6~~3.6~~ Designation of Consultants/Liability.

(a) The Committee may designate employees of the Company and professional advisors to assist the Committee in the administration of the Plan and (to the extent permitted by applicable law and applicable exchange rules) may grant authority to officers to grant Awards and/or execute agreements or other documents on behalf of the Committee.

(b) The Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be paid by the Company. The Committee, its members and any person designated pursuant to sub-section (a) above shall not be liable for any action or determination made in good faith with respect to the Plan. To the maximum extent permitted by applicable law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it.

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3.7~~Table~~Indemnification. To the maximum extent permitted by applicable law and the Certificate of ~~Contents~~Incorporation and By-Laws of the Company and to the extent not covered by insurance directly insuring such person, each officer or employee of the Company or any Affiliate and member or former member of the Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees of counsel reasonably acceptable to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the Committee), and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in connection with the administration of the Plan, except to the extent arising out of such officer’s, employee’s, member’s or former member’s own fraud or bad faith. Such indemnification shall be in addition to any right of indemnification the employees, officers, directors or members or former officers, directors or members may have under applicable law or under the Certificate of Incorporation or By-Laws of the Company or any Affiliate. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by an individual with regard to Awards granted to such individual under the Plan.

~~Appendix B~~

ARTICLE IV

SHARE LIMITATION

4.1~~4.1~~ Shares.

(a) Subject to any increase or decrease pursuant to Section 4.2, the aggregate number of shares of Common Stock that may be issued ~~or used for reference purposes or~~ with respect to ~~which~~ Awards ~~may be~~ granted under the Plan shall not exceed ~~15,215,769 in the aggregate, which includes 10,054,895~~2,400,000, plus (i) any shares ~~previously issued~~of Common Stock that are available under the Prior Plan as of the Effective Date, plus (ii) any shares of Common Stock that are subject to an award under the Prior Plan that lapses, expires, terminates, or is canceled on or following the Effective Date, plus (iii) effective March 17, 2020 (subject to stockholder approval) 2,500,000 million shares. No additional awards shall be ~~issued in connection with outstanding awards and 5,160,874 shares available for future issuance.~~made under the Prior Plan on or after the Effective Date. The shares may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both. The maximum number of shares of Common Stock with respect to which Incentive Stock Options may be granted under the Plan shall be ~~5,160,874~~2,400,000 shares. With respect to Stock Appreciation Rights settled in Common Stock, upon settlement, only the number of shares of Common Stock delivered to a Participant (based on the difference between the Fair Market Value of the shares of Common Stock subject to such Stock Appreciation Right on the date such Stock Appreciation Right is exercised and the exercise price of each Stock Appreciation Right on the date such Stock Appreciation Right was awarded) shall count against the aggregate and individual share limitations set forth under Sections 4.1(a) and 4.1(b).

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(b) If any Option, Stock Appreciation Right or Other Stock-Based Award granted under the Plan or any award under the Prior Plan expires, terminates or is canceled for any reason without having been exercised in full, the number of shares of Common Stock underlying any such unexercised Award shall ~~again~~ be available for the purpose of Awards under the ~~Plan.~~Plan;provided, however, that (i) in the case of Incentive Stock Options, the foregoing shall be subject to any limitations under the Code, and (ii) in the case of the exercise of Stock Appreciation Rights, the number of shares counted against the aggregate share limitations set forth under Sections 4.1(a) shall be the full number of shares subject to the Stock Appreciation Right multiplied by the percentage of the Stock Appreciation Right actually exercised, regardless of the number of shares actually used to settle such Stock Appreciation Right.

(c) If any ~~shares of~~ Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in shares of Common Stock awarded under the Plan to a Participant or similar awards under the Prior Plan expire or are terminated, surrendered or canceled, or are forfeited in whole or in part for any reason, ~~(other than with respect to any Restricted Stock, Performance Awards or Other Stock-Based Awards ultimately settled in cash),~~ the number of forfeited shares of Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in shares of Common Stock shall again be available for purposes of Awards under the Plan.

(d) If a Tandem Stock Appreciation Right or a Limited Stock Appreciation Right is granted in tandem with an Option, ~~such grant~~only the shares covered by the Option, and not the shares covered by the Tandem Stock Appreciation Right or the Limited Stock Appreciation Right, shall ~~only apply once~~be so counted against the maximum number of shares of Common Stock which may be issued under the Plan, and the expiration of one in connection with the other’s exercise will not restore shares to the Plan. ~~Any~~

(e) Except as provided herein, any Award under the Plan settled in cash shall not be counted against the foregoing maximum share limitations.

~~(b)~~ ~~Individual~~(f) Shares of Common Stock delivered (either by actual delivery, attestation, or net exercise) to the Company by a Participant ~~Limitations. To the extent required by Section 162(m) of the Code for Awards under the Plan~~ to ~~qualify as “performance-based compensation,” the following individual Participant limitations apply:~~

(i) ~~The maximum number of~~purchase shares of Common Stock ~~subject to any Award~~upon the exercise of ~~Stock Options, or Stock Appreciation Rights, or shares of Restricted Stock, or Other Stock-Based Awards for which the grant of such~~an Award or (ii) satisfy tax withholding obligations (including shares retained from the ~~lapse of~~Award creating the ~~relevant Restriction Period is subject to~~tax obligation) shall not increase the attainment of Performance Goals in accordance with Section 8.3(a)(ii) which may be granted under the Plan during any fiscal year of the Company to any Participant shall be one million (1,000,000) shares per type of Award (which shall be subject to any further increase or decrease pursuant to Section 4.2), provided that the maximum number of shares available for future grant of Awards.

(g) Shares of Common Stock ~~for all types~~repurchased by the Company on the open market using the proceeds from the exercise of ~~Awards does~~an Award shall not ~~exceed one million (1,000,000) shares (which shall be subject to any further~~ increase ~~or decrease pursuant to Section 4.2) during any fiscal year of~~ the Company. If a Tandem Stock Appreciation Right is granted or a Limited Stock Appreciation Right is granted in tandem with a Stock Option, it shall apply against the Participant’s individual share limitations for both Stock Appreciation Rights and Stock Options.

(ii) There are no annual individual share limitations applicable to Participants on Restricted Stock or OtherStock-Based Awards for which the grant, vesting or payment (as applicable) of any such Award is not subject to the attainment of Performance Goals.

~~(iii) The maximum~~ number of shares available for future grant of Common Stock subject to any Performance Award which may be granted under the Plan during any fiscal year of the Company to any Participant shall be one million (1,000,000) shares (which shall be subject to any further increase or decrease pursuant to Section 4.2) withAwards.

(h) With respect to ~~any fiscal year of the Company.~~

(iv) The maximum value of a cash payment made under a Performance Award which may be granted under the Plan with respect to any fiscal year of the Company to any Participant shall be ten million dollars ($10,000,000.00).

~~(v) Notwithstanding anything to the contrary,~~Non-Employee Directors, the aggregate value of all compensation paid or granted to any individual for service as a Non-Employee Director with respect to any calendar year, including Awards granted under this Plan and cash fees paid by the Company to such Non-Employee Director outside of the Plan, shall not exceed six hundred thousand dollars ($600,000), calculating the value of any Awards granted during such calendar year based on the grant date fair value of such Awards for financial reporting purposes, excluding special compensation paid to any Non-Employee Director when serving as Chairman of the Board.

(vi) The individual Participant limitations set forth in this Section 4.1(b) (other than Section 4.1 (b)(iii)) shall be cumulative; that is, to the extent that shares of Common Stock for which Awards are permitted to be granted to a Participant during a fiscal year are not covered by an Award to such Participant in a fiscal year, the number of shares of Common Stock available for Awards to such Participant shall automatically increase in the subsequent fiscal years during the term of the Plan until used.

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~~4.2~~ ~~Changes~~.Changes.

(a) The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate or (vi) any other corporate act or proceeding.

(b) Subject to the provisions of Section 4.2(d), in the event of a dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property) other than regular cash dividends, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, Change in Control or exchange of Common Stock or other securities of the Company, or other corporate transaction or event that affects the Common Stock such that an adjustment is necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under the Plan (a “Section 4.2 Event”), the Committee shall equitably adjust (i) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted under the Plan, (ii) the ~~maximum share limitation applicable to each type of Award that may be granted to any individual participant in any calendar year, (iii) the~~ number of shares of Common Stock or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards, and ~~(iv)~~(iii) the exercise price with respect to any Stock Option or any Stock Appreciation Right. Any such adjustment determined by the Committee shall be final, binding and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors and permitted assigns. If the Company enters into or is involved in any merger, reorganization, Change in Control or other business combination with any person or entity (a “Merger Event”), the Committee may, prior to such Merger Event and effective upon such Merger Event, take such action as it deems appropriate, including, but not limited to, replacing Awards with substitute Awards in respect of the shares, other securities or other property of the surviving corporation or any affiliate of the surviving corporation on such terms and conditions, as to the number of shares, pricing and otherwise, which shall substantially preserve the value, rights and benefits of any affected Awards granted hereunder as of the date of the consummation of the Merger Event. Upon receipt by any affected Participant of any such substitute Award (or payment) as a result of any such Merger Event, such Participant’s affected Awards for which such substitute Awards (or payment) were received shall be thereupon cancelled without the need for obtaining the consent of any such affected Participant. In addition, subject to Section 4.2(d), if there shall occur any change in the capital structure or the business of the Company that is not a Section 4.2 Event or Merger Event (an “Other Extraordinary Event”), then the Committee, in its sole discretion, may adjust any Award and make such other adjustments to the Plan. Except as expressly provided in this Section 4.2 or in the applicable Award Agreement, a Participant shall have no rights by reason of any Section 4.2 Event, Merger Event, or any Other Extraordinary Event.

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(c) Fractional shares of Common Stock resulting from any adjustment in Awards pursuant to Section 4.2(a) or 4.2(b) shall be aggregated until, and eliminated at, the time of exercise by rounding-down for fractions less than one-half and rounding-up for fractions equal to or greater than one-half. No cash settlements shall be made with respect to fractional shares eliminated by rounding. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.

(d) In the event of a Merger Event in which the Company is not the surviving entity or in the event of any transaction that results in the acquisition of substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or in the event of the sale or transfer of all or substantially all of the Company’s assets (all of the foregoing being referred to as an “Acquisition Event”), then the Committee may, in its sole discretion, in addition to its rights under Article XI herein, terminate all outstanding and unexercised Stock Options, Stock Appreciation Rights, or any Other Stock-Based Awards that provide for a Participant elected exercise, effective as of the date of the Acquisition Event, by delivering notice of termination to each Participant at least 10 days prior to the date of consummation of the Acquisition Event, in which case during the period from the date on which such notice of termination is delivered to the consummation of the Acquisition Event, each such Participant shall have the right to exercise in full all of his or her vested Awards that are then outstanding, but any such exercise shall be contingent on the consummation of the Acquisition Event, and, provided that, if the Acquisition Event does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void.

If an Acquisition Event occurs but the Committee does not terminate the outstanding Awards pursuant to this Section 4.2(d), then the provisions of Section 4.2(b) and Article XI shall apply.

4.3~~4.3~~ Minimum Purchase Price. Notwithstanding any provision of the Plan to the contrary, if authorized but previously unissued shares of Common Stock are issued under the Plan, such shares shall not be issued for a consideration that is less than as permitted under applicable law.

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4.4~~Table~~Substitute Awards and Shares Issuable Under Acquired Company Plans.

(a) The Committee may, in its discretion and on such terms and conditions as the Committee considers appropriate in the circumstances, grant Substitute Awards under the Plan. Substitute Awards shall not be counted against or otherwise reduce the number of ~~Contents~~Available Shares under the Plan. For purposes of this Section 4.4, “Substitute Award” means an Award granted under the Plan in substitution for stock and stock-based awards (“Acquired Entity Awards”) held by current and former employees or non-employee directors of, or consultants to, another corporation or entity who become Eligible Individuals or whose awards are assumed or substituted as the result of a merger, consolidation or combination of the employing corporation or other entity (the “Acquired Entity”) with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the Acquired Entity immediately prior to such merger, consolidation, acquisition or combination (“Acquisition Date”) in order to preserve for the Participant the economic value of all or a portion of such Acquired Entity Award at such price as the Committee determines necessary to achieve preservation of economic value.

(b) If a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards and shall not reduce the Available Shares under the Plan. Awards using such available shares under acquired plans shall not be made after the date awards could have been made under the terms of the acquired plan, absent the acquisition or combination, and shall only be made to individuals who were not eligible to participate in the Plan prior to such acquisition or combination.

~~Appendix B~~

ARTICLE V

ELIGIBILITY AND MINIMUM VESTING

5.1~~5.1~~ General Eligibility. All current and prospective Eligible Individuals are eligible to be granted Awards. Eligibility for the grant of Awards and actual participation in the Plan shall be determined by the Committee in its sole discretion.

5.2~~5.2~~ Incentive Stock Options. Notwithstanding the foregoing, only Eligible Employees of the Company, its Subsidiaries and its Parent (if any) are eligible to be granted Incentive Stock Options under the Plan. Eligibility for the grant of an Incentive Stock Option and actual participation in the Plan shall be determined by the Committee in its sole discretion.

5.3~~5.3~~ General Requirement. The vesting and exercise of Awards granted to a prospective Eligible Individual are conditioned upon such individual actually becoming an Eligible Employee, Consultant or Non- Employee Director, respectively.

5.4Minimum Vesting. Notwithstanding any provision of the Plan to the contrary, except with respect to a maximum of five percent (5%) of the aggregate number of available shares initially reserved for issuance under the Plan, subject to adjustment as provided in Section 4.2, no Award payable in Common Stock (other than a Substitute Award and Awards a non-employee director elects to receive at Fair Market Value in lieu of all or a portion of such non-employee director’s cash compensation) may provide for vesting sooner than twelve (12) months from the grant date thereof or may be subject to a Performance Period that is less than twelve (12) months, as applicable, other than in connection with a Change in Control or, with respect to any Participant, in connection with the death or Disability of such Participant.

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5.5Dividends and Dividend Equivalents on Unvested Awards. To the extent any Award provides for the payment of dividends or crediting of dividend equivalents, in no event will such dividends or dividend equivalents attributable to unvested Awards be paid unless and before the underlying Award has become vested pursuant to its terms.

ARTICLE VI

STOCK OPTIONS

6.1~~6.1~~ Options. Stock Options may be granted alone or in addition to other Awards granted under the Plan. Each Stock Option granted under the Plan shall be of one of two types: (a) an Incentive Stock Option or (b) a Non-Qualified Stock Option.

6.2~~6.2~~ Grants. The Committee shall have the authority to grant to any Eligible Employee one or more Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options. The Committee shall have the authority to grant any Consultant or Non-Employee Director one or more Non-Qualified Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof which does not so qualify shall constitute a separate Non-Qualified Stock Option.

6.3~~6.3~~ Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Participants affected, to disqualify any Incentive Stock Option under such Section 422.

6.4~~6.4~~ Terms of Options. Options granted under the Plan shall be subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a) Exercise Price. The exercise price per share of Common Stock subject to a Stock Option (other than a Substitute Award) shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Stock Option shall not be less than 100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110%) of the Fair Market Value of the Common Stock at the time of grant.

(b) Stock Option Term. The term of each Stock Option shall be fixed by the Committee, provided that no Stock Option shall be exercisable more than 10 years after the date the Option is granted; and provided further that the term of an Incentive Stock Option granted to a Ten Percent Stockholder shall not exceed five years.

(c) Exercisability. Unless otherwise provided by the Committee in accordance with the provisions of this Section 6.4, Stock Options granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. If the Committee provides, in its discretion, that any Stock Option is exercisable subject to certain limitations (including, without limitation, that such Stock Option is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after the time of grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Stock Option may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion. Unless otherwise determined by the Committee at the time of grant, the Option agreement shall provide that (i) in the event that the Participant engages in Detrimental Activity prior to any exercise of the Stock Option (whether vested or unvested), all Stock Options held by the Participant shall thereupon terminate and expire, (ii) as a condition of the exercise of a Stock Option, the Participant shall be required to certify (or shall be deemed to have certified) at the time of exercise in a manner acceptable to the Company that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity, and (iii) in the event that the Participant engages in Detrimental Activity during the one-year period commencing on the date that the Stock Option is exercised or becomes vested, the Company shall be entitled to recover from the Participant at any time within one year after such exercise or vesting, and the Participant shall pay over to the Company, an amount equal to any gain realized as a result of the exercise (whether at the time of exercise or thereafter).

(d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under Section 6.4(c), to the extent vested, Stock Options may be exercised in whole or in part at any time during the Option term, by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, if the Common Stock is traded on a national securities exchange, and the Committee authorizes, through a procedure whereby the Participant delivers irrevocable instructions to a

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broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, the relinquishment of Stock Options or by payment in full or in part in the form of Common Stock owned by the Participant based on the Fair Market Value of the Common Stock on the payment date as determined by the Committee). No shares of Common Stock shall be issued until payment therefore, as provided herein, has been made or provided for.

(e) Non-Transferability of Options. No Stock Option shall be Transferable by the Participant otherwise than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock Option that is otherwise not Transferable pursuant to this Section is Transferable to a Family Member in whole or in part and in such circumstances, and under such conditions, as specified by the Committee. A Non-Qualified Stock Option that is Transferred

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to a Family Member pursuant to the preceding sentence (i) may not be subsequently Transferred otherwise than by will or by the laws of descent and distribution and (ii) remains subject to the terms of this Plan and the applicable Award Agreement. Any shares of Common Stock acquired upon the exercise of a Non-Qualified Stock Option by a permissible transferee of a ~~Non- Qualified~~Non-Qualified Stock Option or a permissible transferee pursuant to a Transfer after the exercise of the Non- Qualified Stock Option shall be subject to the terms of this Plan and the applicable Award Agreement.

(f) Termination by Death or Disability. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by reason of death or Disability, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of one year from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options; provided, however, that if the Participant dies within such exercise period, all unexercised Stock Options held by such Participant shall thereafter be exercisable, to the extent to which they were exercisable at the time of death, for a period of one year from the date of such death, but in no event beyond the expiration of the stated term of such Stock Options.

(g) Involuntary Termination Without Cause. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by involuntary termination without Cause, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of 90 days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.

(h) Voluntary Termination. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is voluntary (other than a voluntary termination described in Section 6.4(i)(y) hereof), all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of 90 days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.

(i) Termination for Cause. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination (x) is for Cause or (y) is a voluntary Termination (as provided in Section 6.4(h)) after the occurrence of an event that would be grounds for a Termination for Cause, all Stock Options, whether vested or not vested, that are held by such Participant shall thereupon terminate and expire as of the date of such Termination.

(j) Unvested Stock Options. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, Stock Options that are not vested as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of such Termination.

(k) Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar year under this Plan and/or any other stock option plan of the Company, any Subsidiary or any Parent exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options. Should any provision of this Plan not be necessary in order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may amend this Plan accordingly, without the necessity of obtaining the approval of the stockholders of the Company.

(l) Form, Modification, Extension and Renewal of Stock Options. Subject to the terms and conditions and within the limitations of the Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee. Notwithstanding anything herein to the contrary, without the consent of stockholders, the Committee may not (i) lower the strike price of a Stock Option after it is granted, or take any other action with the effect of lowering the strike price of a Stock Option after it is granted, or (ii) permit the cancellation of a Stock Option in exchange for another Award.

(m) Deferred Delivery of Common Shares. The Committee may in its discretion permit Participants to defer delivery of Common Stock acquired pursuant to a Participant’s exercise of an Option in accordance with the terms and conditions established by the Committee in the applicable Award Agreement, which shall be intended to comply with the requirements of Section 409A of the Code.

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(n) Early Exercise. The Committee may provide that a Stock Option include a provision whereby the Participant may elect at any time before the Participant’s Termination to exercise the Stock Option as to any part or all of the shares of Common Stock subject to the Stock Option prior to the full vesting of the Stock Option and such shares shall be subject to the provisions of Article VIII and be treated as Restricted Stock. Unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Committee determines to be appropriate.

~~(o)~~ ~~Reserved~~.

ARTICLE VII

STOCK APPRECIATION RIGHTS

7.1~~7.1~~ Tandem Stock Appreciation Rights.Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option (a “Reference Stock Option”) granted under the Plan (“Tandem Stock Appreciation Rights”). In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the grant of such Reference Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such Reference Stock Option.

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7.2Terms and Conditions of Tandem Stock Appreciation Rights.Tandem Stock Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, and the following:

(a) Exercise Price. The exercise price per share of Common Stock subject to a Tandem Stock Appreciation Right (other than a Substitute Award) shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Tandem Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant.

(b) Term. A Tandem Stock Appreciation Right or applicable portion thereof granted with respect to a Reference Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the Reference Stock Option, except that, unless otherwise determined by the Committee, in its sole discretion, at the time of grant, a Tandem Stock Appreciation Right granted with respect to less than the full number of shares covered by the Reference Stock Option shall not be reduced until and then only to the extent that the exercise or termination of the Reference Stock Option causes the number of shares covered by the Tandem Stock Appreciation Right to exceed the number of shares remaining available and unexercised under the Reference Stock Option.

(c) Exercisability. Tandem Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Reference Stock Options to which they relate shall be exercisable in accordance with the provisions of Article VI, and shall be subject to the provisions of Section 6.4(c).

(d) Method of Exercise. A Tandem Stock Appreciation Right may be exercised by the Participant by surrendering the applicable portion of the Reference Stock Option. Upon such exercise and surrender, the Participant shall be entitled to receive an amount determined in the manner prescribed in this Section 7.2. Stock Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent that the related Tandem Stock Appreciation Rights have been exercised.

(e) Payment. Upon the exercise of a Tandem Stock Appreciation Right, a Participant shall be entitled to receive up to, but no more than, an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair Market Value of one share of Common Stock over the Option exercise price per share specified in the Reference Stock Option agreement multiplied by the number of shares of Common Stock in respect of which the Tandem Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment.

(f) Deemed Exercise of Reference Stock Option. Upon the exercise of a Tandem Stock Appreciation Right, the Reference Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Article IV of the Plan on the number of shares of Common Stock to be issued under the Plan.

(g) Non-Transferability. Tandem Stock Appreciation Rights shall be Transferable only when and to the extent that the underlying Stock Option would be Transferable under Section 6.4(e) of the Plan.

7.3~~7.3~~ Non-Tandem Stock Appreciation Rights.Non-Tandem Stock Appreciation Rights may also be granted without reference to any Stock Options granted under the Plan.

7.4~~7.4~~ Terms and Conditions of Non-Tandem Stock Appreciation Rights.Non-Tandem Stock Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, and the following:

(a) Exercise Price. The exercise price per share of Common Stock subject to a Non-Tandem Stock Appreciation Right (other than a Substitute Award) shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Non-Tandem Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant.

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(b) Term. The term of each Non-Tandem Stock Appreciation Right shall be fixed by the Committee, but shall not be greater than 10 years after the date the right is granted.

(c) Exercisability. Unless otherwise provided by the Committee in accordance with the provisions of this Section 7.4, Non-Tandem Stock Appreciation Rights granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. If the Committee provides, in its discretion, that any such right is exercisable subject to certain limitations (including, without limitation, that it is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such right may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion. Unless otherwise determined by the Committee at grant, the Award Agreement shall provide that (i) in the event that the Participant engages in Detrimental Activity prior to any exercise of the Non-Tandem Stock Appreciation Right, all Non-Tandem Stock Appreciation Rights held by the Participant shall thereupon terminate and expire, (ii) as a condition of the exercise of a Non-Tandem Stock Appreciation Right, the Participant shall be required to certify (or shall be deemed to have certified) at the time of exercise in a manner acceptable to the Company that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity, and (iii) in the event that the Participant engages in Detrimental Activity during the one-year period commencing on the date the Non-Tandem Stock Appreciation Right is exercised or becomes vested, the Company shall be entitled to recover from the Participant at any time within one year after such exercise or vesting, and the Participant shall pay over to the Company, an amount equal to any gain realized as a result of the exercise (whether at the time of exercise or thereafter).

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(d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under Section 7.4(c), Non-Tandem Stock Appreciation Rights may be exercised in whole or in part at any time in accordance with the applicable Award Agreement, by giving written notice of exercise to the Company specifying the number of Non-Tandem Stock Appreciation Rights to be exercised.

(e) Payment. Upon the exercise of a Non-Tandem Stock Appreciation Right a Participant shall be entitled to receive, for each right exercised, up to, but no more than, an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair Market Value of one share of Common Stock on the date that the right is exercised over the Fair Market Value of one share of Common Stock on the date that the right was awarded to the Participant.

(f) Termination. Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the provisions of the applicable Award Agreement and the Plan, upon a Participant’s Termination for any reason, Non-Tandem Stock Appreciation Rights will remain exercisable following a Participant’s Termination on the same basis as Stock Options would be exercisable following a Participant’s Termination in accordance with the provisions of Sections 6.4(f) through 6.4(j).

(g) Non-Transferability. No Non-Tandem Stock Appreciation Rights shall be Transferable by the Participant otherwise than by will or by the laws of descent and distribution, and all such rights shall be exercisable, during the Participant’s lifetime, only by the Participant.

7.5~~7.5~~ Limited Stock Appreciation Rights. The Committee may, in its sole discretion, grant Tandem and Non-Tandem Stock Appreciation Rights either as a general Stock Appreciation Right or as a Limited Stock Appreciation Right. Limited Stock Appreciation Rights may be exercised only upon the occurrence of a Change in Control or such other event as the Committee may, in its sole discretion, designate at the time of grant or thereafter. Upon the exercise of Limited Stock Appreciation Rights, except as otherwise provided in an Award Agreement, the Participant shall receive in cash and/or Common Stock, as determined by the Committee, an amount equal to the amount (i) set forth in Section 7.2(e) with respect to Tandem Stock Appreciation Rights, or (ii) set forth in Section 7.4(e) with respect to Non-Tandem Stock Appreciation Rights.

ARTICLE VIII

RESTRICTED STOCK

8.1~~8.1~~ Awards of Restricted Stock. Shares of Restricted Stock may be issued either alone or in addition to other Awards granted under the Plan. The Committee shall determine the Eligible Individuals, to whom, and the time or times at which, grants of Restricted Stock shall be made, the number of shares to be awarded, the price (if any) to be paid by the Participant (subject to Section 8.2), the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards.

Unless otherwise determined by the Committee at grant, each Award of Restricted Stock shall provide that in the event that the Participant engages in Detrimental Activity prior to, or during the one-year period after, any vesting of Restricted Stock, the Committee may direct that all unvested Restricted Stock shall be immediately forfeited to the Company and that the Participant shall pay over to the Company an amount equal to the Fair Market Value at the time of vesting of any Restricted Stock which had vested in the period referred to above.

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The Committee may condition the grant or vesting of Restricted Stock upon the attainment of specified performance targets (including, the Performance Goals) or such other factor as the Committee may determine in its sole ~~discretion, including to comply with the requirements of Section 162(m) of the Code.~~discretion.

8.2~~8.2~~ Awards and Certificates. Eligible Individuals selected to receive Restricted Stock shall not have any right with respect to such Award, unless and until such Participant has delivered a fully executed copy of the agreement evidencing the Award to the Company and has otherwise complied with the applicable terms and conditions of such Award. Further, such Award shall be subject to the following conditions:

(a) Purchase Price. The purchase price of Restricted Stock shall be fixed by the Committee. Subject to Section 4.3, the purchase price for shares of Restricted Stock may be zero to the extent permitted by applicable law, and, to the extent not so permitted, such purchase price may not be less than par value.

(b) Acceptance. Awards of Restricted Stock must be accepted within a period of 60 days (or such shorter period as the Committee may specify at grant) after the grant date, by executing a Restricted Stock agreement and by paying whatever price (if any) the Committee has designated thereunder.

(c) Legend. Each Participant receiving Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock, unless the Committee elects to use another system, such as book entries by the transfer agent, as evidencing ownership of shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall, in addition to such legends required by applicable securities laws, bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

“The anticipation, alienation, attachment, sale, transfer, assignment, pledge, encumbrance or charge of the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Express, Inc. (the “Company”) ~~2010~~2018 Incentive Compensation Plan (the “Plan”) and an Agreement entered into between the registered owner and the Company dated [_______]. Copies of such Plan and Agreement are on file at the principal office of the Company.”

(d) Custody. If stock certificates are issued in respect of shares of Restricted Stock, the Committee may require that any stock certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a

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condition of any grant of Restricted Stock, the Participant shall have delivered a duly signed stock power or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit transfer to the Company of all or a portion of the shares subject to the Restricted Stock Award in the event that such Award is forfeited in whole or part.

8.3~~8.3~~ Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to the Plan shall be subject to the following restrictions and conditions:

(a) Restriction Period.

(i) The Participant shall not be permitted to Transfer shares of Restricted Stock awarded under the Plan during the period or periods set by the Committee (the “~~Restriction Period~~”“Restriction Period”) commencing on the date of such Award, as set forth in the Restricted Stock Award Agreement and such agreement shall set forth a vesting schedule and any event that would accelerate vesting of the shares of Restricted Stock. Within these limits, based on service, attainment of Performance Goals pursuant to Section 8.3(a)(ii) and/or such other factors or criteria as the Committee may determine in its sole discretion, the Committee may condition the grant or provide for the lapse of such restrictions in installments in whole or in part, or may accelerate the vesting of all or any part of any Restricted Stock Award and/or waive the deferral limitations for all or any part of any Restricted Stock Award.

(ii) If the grant of shares of Restricted Stock or the lapse of restrictions is based on the attainment of Performance Goals, the Committee shall establish the objective Performance Goals and the applicable vesting percentage of the Restricted Stock applicable to each Participant or class of Participants in writing prior to the beginning of the applicable fiscal year or at such later date as otherwise determined by the ~~Committee and while the outcome of the Performance Goals are substantially uncertain.~~Committee. Such Performance Goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. With regard to a Restricted Stock Award that is intended to comply with Section 162(m) of the Code, to the extent that any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect.

(b) Rights as a Stockholder. Except as provided in Section 8.3(a) and this Section 8.3(b) and as otherwise determined by the Committee, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of shares of Common Stock of the Company including, without limitation, the right to vote such shares, subject to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares, and the right to receive all dividends and other distributions paid with respect to the Restricted Stock, provided that such dividends or other distributions will be subject to the

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same vesting requirements as the underlying Restricted Stock and shall be paid at the time the Restricted Stock becomes vested. If dividends or distributions are paid in shares of Common Stock, such shares shall be deposited with the Company and shall be subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid. The Committee may, in its sole discretion, determine at the time of grant that the payment of dividends shall be deferred until, and conditioned upon, the expiration of the applicable Restriction Period.

(c) Termination. Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason during the relevant Restriction Period, all Restricted Stock still subject to restriction will be forfeited in accordance with the terms and conditions established by the Committee at grant or thereafter.

(d) Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates for such shares, if any, shall be delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to the Participant, except as otherwise required by applicable law or other limitations imposed by the Committee.

ARTICLE IX

PERFORMANCE AWARDS

9.1~~9.1~~ Performance Awards. The Committee may grant a Performance Award to a Participant payable upon the attainment of specific Performance Goals. The Committee may grant Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, as well as Performance Awards that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code. If the Performance Award is payable in shares of Restricted Stock, such shares shall be transferable to the Participant ~~only~~ upon attainment of the relevant Performance Goal in accordance with Article VIII. If the Performance Award is payable in cash, it may be paid upon the attainment of the relevant Performance Goals either in cash or in shares of Restricted Stock (based on the then current Fair Market Value of such shares), as determined by the Committee, in its sole and absolute discretion. Each Performance Award shall be evidenced by an Award Agreement in such form that is not inconsistent with the Plan and that the Committee may from time to time approve.

Unless otherwise determined by the Committee at grant, each Performance Award shall provide that in the event the Participant engages in Detrimental Activity prior to, or during the one-year period after, any vesting of the Performance Award, the Committee may direct (at any time within one year thereafter) that all of the unvested portion of the Performance Award shall be immediately forfeited to the Company and that the Participant shall pay over to the Company an amount equal to any gain that the Participant realized from any Performance Award that had vested in the period referred to above.

With respect to Performance Awards that are intended to qualify as “performance-based compensation” underSection 162(m) of the Code, the Committee shall condition the right to payment of any Performance Award upon the attainment of objective Performance Goals established pursuant to Section 9.2(c).

9.2~~9.2~~ Terms and Conditions. Performance Awards awarded pursuant to this Article IX shall be subject to the following terms and conditions:

(a~~(a)~~ ) Earning of Performance Award. At the expiration of the applicable Performance Period, the Committee shall determine the extent to which the Performance Goals established pursuant to Section 9.2 (c) are achieved and the percentage of each Performance Award that has been earned.

(b) Non-Transferability. Subject to the applicable provisions of the Award Agreement and the Plan, Performance Awards may not be Transferred during the Performance Period.

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(c) Objective Performance Goals, Formulae or Standards. ~~With respect to Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the~~The Committee shall establish the objective Performance Goals for the earning of Performance Awards based on a Performance Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date as ~~permitted under Section 162(m) of~~otherwise determined by the ~~Code and while the outcome of the Performance Goals are substantially uncertain.~~Committee. Such Performance Goals may incorporate ~~if and only to the extent permitted under Section 162(m) of the Code,~~ provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent that any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect, with respect to Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code.

(d) Dividends. ~~Unless otherwise determined by the Committee at the time of grant, amounts~~Amounts equal to dividends declared during the Performance Period with respect to the number of shares of Common Stock covered by a Performance Award will not be paid to the ~~Participant.~~

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~~Table~~Participant unless otherwise determined by the Committee at the time of ~~Contents~~grant; provided, however, in all events any dividend or dividend equivalents attributable to such Performance Award will be subject to the same vesting requirements as the underlying Performance Award, and shall be paid only at the time the Performance Award becomes vested.

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~~(e)Payment~~. Following the Committee’s determination in accordance with Section 9.2(a), the Company shall settle Performance Awards, in such form (including, without limitation, in shares of Common Stock or in cash) as determined by the Committee, in an amount equal to such Participant’s earned Performance Awards. Notwithstanding the foregoing, the Committee may, in its sole discretion, award an amount ~~less~~other than the earned Performance Awards and/or subject the payment of all or part of any Performance Award to additional vesting, forfeiture and deferral conditions as it deems appropriate.

(f) ~~(f)~~Termination. Subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason during the Performance Period for a given Performance Award, the Performance Award in question will vest or be forfeited in accordance with the terms and conditions established by the Committee at grant.

ARTICLE X

OTHER STOCK-BASED AND CASH-BASED AWARDS

10.1~~10.1~~Other Stock-Based Awards. The Committee is authorized to grant to Eligible Individuals Other Stock-Based Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of Common Stock, including but not limited to, shares of Common Stock awarded purely as a bonus and not subject to restrictions or conditions, shares of Common Stock in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or an Affiliate, stock equivalent units, restricted stock units, and Awards valued by reference to book value of shares of Common Stock. Other Stock-Based Awards may be granted either alone or in addition to or in tandem with other Awards granted under the Plan.

Subject to the provisions of the Plan, the Committee shall have authority to determine the Eligible Individuals, to whom, and the time or times at which, such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such Awards, and all other conditions of the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the completion of a specified Performance Period.

The Committee may condition the grant or vesting of Other Stock-Based Awards upon the attainment of specified Performance Goals as the Committee may determine, in its sole discretion; provided that to the extent that such Other Stock-Based Awards are intended to comply with Section 162(m) of the Code, the Committee shall establish the objective Performance Goals for the grant or vesting of such Other Stock- Based Awards based on a Performance Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are substantially uncertain.discretion. Such Performance Goals may incorporate ~~if and only to the extent permitted under Section 162(m) of the Code,~~ provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent that any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect, with respect to Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code.

10.2~~10.2~~Terms and Conditions. Other Stock-Based Awards made pursuant to this Article X shall be subject to the following terms and conditions:

(a) ~~(a)~~Non-Transferability. Subject to the applicable provisions of the Award Agreement and the Plan, shares of Common Stock subject to Awards made under this Article X may not be Transferred prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses.

(b) ~~(b)~~Dividends. ~~Unless otherwise determined by the Committee at the time of Award, subject~~Subject to the provisions of the Award Agreement and the Plan, the recipient of an Award under this Article X shall not be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents with respect to the number of shares of Common Stock covered by the Award as(as determined at the time of the Award by the Committee in its sole ~~discretion.~~discretion) unless otherwise determined by the Committee at the time of grant; provided, however, in all events any dividends or dividend equivalents attributable to such Award will be subject to the same vesting requirements as the underlying Award and shall only be paid at the time the Award becomes vested.

(c) ~~(c)~~Vesting. Any Award under this Article X and any Common Stock covered by any such Award shall vest or be forfeited to the extent so provided in the Award Agreement, as determined by the Committee, in its sole discretion.

(d) ~~(d)~~Price. Common Stock issued on a bonus basis under this Article X may be issued for no cash consideration. Common Stock purchased pursuant to a purchase right awarded under this Article X shall be priced, as determined by the Committee in its sole discretion.

10.3~~10.3~~Other Cash-Based Awards. The Committee may from time to time grant Other Cash-Based Awards to Eligible Individuals in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by applicable law, as it shall determine in its sole discretion. Other Cash-Based Awards may be granted subject to the satisfaction of vesting conditions or may be awarded purely as a bonus and not subject to restrictions or conditions, and if subject to vesting conditions, the Committee may accelerate the vesting of such Awards at any time in its sole discretion. The grant of an Other Cash-Based Award shall not require a segregation of any of the Company’s assets for satisfaction of the Company’s payment obligation thereunder.

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10.4Detrimental Activity. Unless otherwise determined by the Committee at grant, the Award Agreement shall provide that (i) in the event that the Participant engages in Detrimental Activity prior to any exercise, distribution or settlement of any Other Stock-Based Award and/or Other Cash-Based Award, such Other Stock-Based Awards and/or Other Cash-Based Awards held by the Participant shall thereupon terminate and expire, (ii) as a condition of the exercise, distribution or settlement of an Other Stock-Based Award and/or Other Cash-Based Award, the Participant shall be required to certify (or shall be deemed to have certified) at the time of exercise in a manner acceptable to the Company that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity, and (iii) in the event that the Participant engages in Detrimental Activity during the one-year period commencing on the date of exercise, distribution, or settlement of an Other Stock-Based Award and/or Other Cash-Based Award, the Company shall be entitled to recover from the Participant at any time within one year after such exercise, settlement, or distribution, and the Participant shall pay over to the Company, an amount equal to any gain realized as a result of the exercise, distribution or settlement (whether at the time of exercise, distribution or settlement or thereafter).

ARTICLE XI

CHANGE IN CONTROL PROVISIONS

11.1~~11.1~~Benefits. In the event of a Change in Control of the Company (as defined below), and except as otherwise provided by the Committee in an Award Agreement, a Participant’s unvested Award shall not vest and a Participant’s Award shall be treated in accordance with one of the following methods as determined by the Committee:

(a) Awards, whether or not then vested, shall be continued, assumed, have new rights substituted therefore or be treated in accordance with Section 4.2(d) hereof, as determined by the Committee, and restrictions to which shares of Restricted Stock or any other Award granted prior to the Change in Control are subject shall not lapse upon a Change in Control and the Restricted Stock or other Award shall, where appropriate in the sole discretion of the Committee, receive the same amount and form distribution as other Common Stock on such terms as determined by the Committee; provided that the Committee may decide to award additional Restricted Stock or other Awards in lieu of any cash distribution. Notwithstanding anything to the contrary herein, for purposes of Incentive Stock Options, any assumed or substituted Stock Option shall comply with the requirements of Treasury Regulation Section 1.424-1 (and any amendment thereto).

(b) The Committee, in its sole discretion, may provide for the purchase of any Awards by the Company or an Affiliate for an amount of cash equal to the excess (if any) of the Change in Control Price (as defined below) of the shares of Common Stock covered by such Awards, over the aggregate exercise price of such Awards (if applicable). For purposes of this Section 11.1, “~~Change~~“Change in Control ~~Price~~”Price” shall mean the highest price per share of Common Stock paid in any transaction related to a Change in Control of the Company.

(c) Notwithstanding any other provision herein to the contrary, the Committee may, in its sole discretion, provide for accelerated vesting or lapse of restrictions, of an Award at any time.

11.2~~11.2~~Change in Control. Unless otherwise determined by the Committee in the applicable Award Agreement or other written agreement approved by the Committee, a “Change in Control” shall be deemed to occur if:

(a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Common Stock of the Company), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities;

(b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c), or (d) of this Section 11.2 or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such term is used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board;

(c) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in Section 11.2(a)) acquires more than 50% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; or

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(d) a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, 50% or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale.

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Notwithstanding the foregoing, with respect to any Award that is characterized as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment of any such award unless such event is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.

ARTICLE XII

TERMINATION OR AMENDMENT OF PLAN

12.1~~12.1~~Termination or Amendment. Notwithstanding any other provision of the Plan, the Board may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Plan (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Article XIV or Section 409A of the Code), or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, unless otherwise required by law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may not be impaired without the consent of such Participant and, provided further, that without the approval of the holders of the Company’s Common Stock entitled to vote in accordance with applicable law, no amendment may be made that would (i) increase the aggregate number of shares of Common Stock that may be issued under the Plan (except by operation of Section 4.2); (ii) ~~increase the maximum individual Participant limitations for a fiscal year under Section 4.1(b) (except by operation of Section 4.2); (iii)~~ change the classification of individuals eligible to receive Awards under the Plan; ~~(iv)~~(iii) decrease the minimum option price of any Stock Option or Stock Appreciation Right; ~~(v)~~(iv) extend the maximum option period under Section 6.4; ~~(vi) alter the Performance Goals for Restricted Stock, Performance Awards or Other Stock-Based Awards as set forth inExhibit A~~ ~~hereto; (vii)~~(v) award any Stock Option or Stock Appreciation Right in replacement of a canceled Stock Option or Stock Appreciation Right with a higher exercise price than the replacement award;(vi) cancel any Stock Options or ~~(viii)~~Stock Appreciation Rights at a time when its Exercise Price exceeds Fair Market Value in exchange for cash, shares of Common Stock, or other Awards or (vii) require stockholder approval in order for the Plan to continue to comply with the ~~applicable~~ provisions of Section ~~162(m)~~422 of the Code ~~or, to the extent~~ applicable to Incentive Stock ~~Options, Section 422 of the Code.~~Options. In no event may the Plan be amended without the approval of the stockholders of the Company in accordance with the applicable laws of the State of Delaware to increase the aggregate number of shares of Common Stock that may be issued under the Plan, decrease the minimum exercise price of any Award, or to make any other amendment that would require stockholder approval under Financial Industry Regulatory Authority (FINRA) rules and regulations or the rules of any exchange or system on which the Company’s securities are listed or traded at the request of the Company. Notwithstanding anything herein to the contrary, the Board may amend the Plan or any Award Agreement at any time without a Participant’s consent to comply with applicable law including Section 409A of the Code.

The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Article IV or as otherwise specifically provided herein, no such amendment or other action by the Committee shall impair the rights of any holder without the holder’s consent.

ARTICLE XIII

UNFUNDED STATUS OF PLAN

The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payment as to which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any right that is greater than those of a general unsecured creditor of the Company.

ARTICLE XIV

GENERAL PROVISIONS

14.1~~14.1~~Legend. The Committee may require each person receiving shares of Common Stock pursuant to a Stock Option or other Award under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution thereof. In addition to any legend required by the Plan, the certificates for such shares may include any legend that the Committee deems appropriate to reflect any restrictions on Transfer. All certificates for shares of Common Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or any national securities exchange system upon whose system the Common Stock is then quoted, any applicable federal or state securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

14.2~~14.2~~Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.

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~~14.3~~No Right to Employment/Directorship/Consultancy. Neither the Plan nor the grant of any Option or other Award hereunder shall give any Participant or other employee, Consultant or Non-Employee Director any right with respect to continuance of employment, consultancy or directorship by the Company or any Affiliate, nor shall there be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee Director is retained to terminate his or her employment, consultancy or directorship at any time.

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14.4Withholding of Taxes. The Company shall have the right to deduct from any payment to be made pursuant to the Plan, or to otherwise require, prior to the issuance or delivery of shares of Common Stock or the payment of any cash hereunder, payment by the Participant of, any federal, state or local taxes required by law to be withheld. Upon the vesting of Restricted Stock (or other Award that is taxable upon vesting), or upon making an election under Section 83(b) of the Code, a Participant shall pay all required withholding to the Company. ~~Any~~Unless not permitted by the Committee at the time of grant of an Award or thereafter, and subject to any rules established by the Committee, the Participant shall be able to satisfy any statutorily required withholding obligation ~~with regard to any Participant may be satisfied, subject to the consent of the Committee,~~ by reducing the number of shares of Common Stock otherwise deliverable or by delivering shares of Common Stock already ~~owned.~~owned, and shall be permitted similarly to satisfy additional tax withholding above the statutory minimum applicable withholding amounts; provided, however, that the Participant shall not be entitled to deliver such additional shares if it would cause adverse accounting or tax consequences for the Company.

14.5~~14.5~~No Assignment of Benefits. No Award or other benefit payable under the Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be Transferable in any manner, and any attempt to Transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such person.

14.6~~14.6~~Listing and Other Conditions.

(a) Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system sponsored by a national securities association, the issuance of shares of Common Stock pursuant to an Award shall be conditioned upon such shares being listed on such exchange or system. The Company shall have no obligation to issue such shares unless and until such shares are so listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended until such listing has been effected.

(b) If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock pursuant to an Option or other Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to shares of Common Stock or Awards, and the right to exercise any Option or other Award shall be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company.

(c) Upon termination of any period of suspension under this Section 14.6, any Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award.

(d) A Participant shall be required to supply the Company with certificates, representations and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate.

14.7~~14.7~~Stockholders Agreement and Other Requirements. Notwithstanding anything herein to the contrary, as a condition to the receipt of shares of Common Stock pursuant to an Award under the Plan, to the extent required by the Committee, the Participant shall execute and deliver a stockholder’s agreement or such other documentation that shall set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise or purchase, and such other terms as the Board or Committee shall from time to time establish. Such stockholder’s agreement or other documentation shall apply to the Common Stock acquired under the Plan and covered by such stockholder’s agreement or other documentation. The Company may require, as a condition of exercise, the Participant to become a party to any other existing stockholder agreement (or other agreement).

14.8~~14.8~~Governing Law. The Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict of laws).

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14.9Jurisdiction; Waiver of Jury Trial. Any suit, action or proceeding with respect to the Plan or any Award Agreement, or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, the Company and each Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or any Award Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined

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in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and each Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or any Award Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

14.10~~14.10~~Construction. Wherever any words are used in the Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.

14.11~~14.11~~Other Benefits. No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefit under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.

14.12~~14.12~~Costs. The Company shall bear all expenses associated with administering this Plan, including expenses of issuing Common Stock pursuant to Awards hereunder.

14.13~~14.13~~No Right to Same Benefits. The provisions of Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years.

14.14~~14.14~~Death/Disability. The Committee may in its discretion require the transferee of a Participant to supply it with written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may also require that the agreement of the transferee to be bound by all of the terms and conditions of the Plan.

14.15~~14.15~~Section 16(b) of the Exchange Act. All elections and transactions under the Plan by persons subject to Section 16 of the Exchange Act involving shares of Common Stock are intended to comply with any applicable exemptive condition under Rule 16b-3. The Committee may establish and adopt written administrative guidelines, designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration and operation of the Plan and the transaction of business thereunder.

14.16~~14.16~~Section 409A of the Code. The Plan is intended to comply with the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, any provision in the Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null and void. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee or the Company and, in the event that any amount or benefit under the Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Company. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan to a “specified employee” (as defined under Section 409A of the Code) as a result of his or her separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) on the payment date that immediately follows the end of such six-month period or as soon as administratively practicable thereafter.

14.17~~14.17~~Successor and Assigns. The Plan shall be binding on all successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate.

14.18~~14.18~~Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.

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14.19Payments to Minors, Etc. Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipt thereof shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Committee, the Board, the Company, its Affiliates and their employees, agents and representatives with respect thereto.

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~~14.20Agreement~~. As a condition to the grant of an Award, if requested by the Company and the lead underwriter of any public offering of the Common Stock (the “Lead Underwriter”), a Participant shall irrevocably agree not to sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of, any interest in any Common Stock or any securities convertible into, derivative of, or exchangeable or exercisable for, or any other rights to purchase or acquire Common Stock (except Common Stock included in such public offering or acquired on the public market after such offering) during such period of time following the effective date of a registration statement of the Company filed under the Securities Act that the Lead Underwriter shall specify (the “Lock-Up Period”). The Participant shall further agree to sign such documents as may be requested by the Lead Underwriter to effect the foregoing and agree that the Company may impose stop-transfer instructions with respect to Common Stock acquired pursuant to an Award until the end of such Lock-Up Period.

14.21~~14.21~~Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

14.22~~14.22Section 162(m)~~Special Rule Related to Securities Trading Policy.The Company has established (or may from time to time establish) a securities trading policy (the ‘‘Policy’’) relative to disclosure and trading on inside information as described in the Policy. Under the Policy, certain Participants are or may be prohibited from trading Common Stock or other securities of the ~~Code. Notwithstanding any other provision~~Company except during certain ‘‘window periods’’ as described in the Policy. If, under the terms of an Agreement, the last day on which a Stock Option or Stock Appreciation Right can be exercised falls on a date that is not, in the opinion of counsel to the Company, within a window period permitted by the Policy, the applicable exercise period shall automatically be extended by this Section 14.22 until the second business day of, in the opinion of counsel to the Company, a window period under the Policy, but in no event beyond the expiration date of the ~~Plan~~Stock Option or Stock Appreciation Right. The Committee shall interpret and apply the extension automatically provided by the preceding sentence to ensure when possible without extending the ~~contrary,~~exercise period beyond the ~~provisions~~expiration date that in no event shall the term of ~~the Plan requiring compliance with Section 162(m) of the Code shall not apply to~~any Stock Option or Stock Appreciation Right expire except during a window period.

14.23Clawback. All Awards, ~~granted~~amounts, or benefits received or outstanding under the Plan that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code. Any Award granted under the Plan that is intended to be “performance-based compensation” under Section 162(m) of the Code, shall be subject to clawback, cancellation, recoupment, rescission, payback, reduction, or other similar action in accordance with the ~~approval~~terms of any Company clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time. A Participant’s acceptance of an Award shall be deemed to constitute the Participant’s acknowledgement of and consent to the Company’s application, implementation, and enforcement of any applicable Company clawback or similar policy that may apply to the Participant, whether adopted before or after September 9, 2019 and any provision of applicable law relating to clawback, cancellation, recoupment, rescission, payback, or reduction of compensation, and the Participant’s agreement that the Company may take such actions as may be necessary to effectuate any such policy or applicable law, without further consideration or action.

14.24Non-U.S. Laws. The Committee shall have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with provisions of the ~~material terms~~laws of foreign countries in which the Company or its Affiliates may operate to assure the viability of the benefits from Awards granted to Participants performing services in such countries and to meet the objectives of the Plan.

14.25Code Section 162(m). For the avoidance of doubt, the provisions of this Plan is not intended, and shall not be interpreted, to modify any awards granted in the Prior Plan or any written binding contract in effect as of November 2, 2017 to the extent such modification would result in a loss of deductibility under Code Section 162(m).

ARTICLE XV
EFFECTIVE DATE OF PLAN

The Plan shall become effective on the date of the Company’s 2018 Annual Meeting of Stockholders, subject to approval at such meeting by stockholders eligible to vote in the election of directors, by a ~~majority~~vote sufficient to meet the requirements of Code Section 422, Rule 16b-3 under the ~~stockholders~~Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed or quoted and other laws, regulations and obligations of the Company applicable to the Plan. Awards may be granted subject to stockholder approval, but may not be exercised or otherwise settled in ~~accordance with Section 162(m) of~~ the ~~Code and~~event the ~~treasury regulations promulgated thereunder.~~stockholder approval is not obtained.

~~ARTICLE XV~~
~~EFFECTIVE DATE OF PLAN~~

The Plan became effective at 12:01 AM Eastern Time on May 12, 2010, the day that the Company’s Registration Statement on Form S-1 for its Initial Public Offering (File No. 333-164906) was declared effective by the Securities and Exchange Commission.

ARTICLE XVI

TERM OF PLAN

No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the earlier of the date that the Plan is adopted or the date of stockholder approval, but Awards granted prior to such tenth anniversary may extend beyond that date; provided that no Award (other than a Stock Option or Stock Appreciation Right) that is intended to be “performance-based compensation” under Section 162(m) of the Code shall be granted on or after the fifth anniversary of the stockholder approval of the Plan unless the Performance Goals are re-approved (or other designated Performance Goals are approved) by the stockholders no later than the first stockholder meeting that occurs in the fifth year following the year in which stockholders approve the Performance Goals.date.

ARTICLE XVII

NAME OF PLAN

This Plan shall be known as the “Express, Inc. ~~2010~~2018 Incentive Compensation Plan.”

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EXHIBIT A

PERFORMANCE GOALS

~~To the extent permitted under Section 162(m) of the Code, performance goals established for purposes of~~Performance Goals with respect to Performance Awards ~~intended to be “performance-based compensation” under Section 162(m) of the Code, shall~~may be based on the attainment of certain target levels of, or a specified increase or decrease (as applicable), in ~~one~~objective measurement, including but not limited to, the following:

earnings per share;

operating income;

gross income;

net income (before or ~~more~~after taxes);

cash flow;

gross profit;

gross profit return on investment;

gross margin return on investment;

gross margin;

operating margin;

working capital;

earnings before interest and taxes;

earnings before interest, tax, depreciation and amortization;

return on equity;

return on assets;

return on capital;

return on invested capital;

net revenues;

gross revenues;

revenue growth;

annual recurring revenues;

recurring revenues;

license revenues;

sales or market share;

total shareholder return;

economic value added;

specified objectives with regard to limiting the level of increase in all or a portion of the ~~following performance goals:~~Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee in its sole discretion;

the fair market value of a share of Common Stock;

the growth in the value of an investment in the Common Stock assuming the reinvestment of dividends;

reduction in operating expenses;

comparable sales, comparable store sales, e-commerce sales;

inventory turnover or shrinkage;

free cash flow;

●

102

~~earnings per share;~~

www.express.com

Appendix B

●	~~operating income;~~ •
●	~~gross income;~~
●	~~net income (before or after taxes);~~
●	~~cash flow;~~
●	~~gross profit;~~
●	~~gross profit return on investment;~~
●	~~gross margin return on investment;~~
●	~~gross margin;~~
●	~~operating margin;~~
●	~~working capital;~~
●	~~earnings before interest and taxes;~~
●	~~earnings before interest, tax, depreciation and amortization;~~
●	~~return on equity;~~
●	~~return on assets;~~
●	~~return on capital;~~
●	~~return on invested capital;~~
●	~~net revenues;~~
●	~~gross revenues;~~
●	~~revenue growth;~~
●	~~annual recurring revenues;~~
●	~~recurring revenues;~~
●	~~license revenues;~~
●	~~sales or market share;~~
●	~~total shareholder return;~~
●	~~economic value added;~~
●	specified objectives with regard to limiting the level of increase in all or a portion of the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee in its sole discretion;
●	~~the fair market value of a share of Common Stock;~~
●	~~the growth in the value of an investment in the Common Stock assuming the reinvestment of dividends;~~
●	~~reduction in operating expenses;~~
●	~~comparable sales, comparable store sales, e-commerce sales;~~
●	~~inventory turnover or shrinkage;~~
●	~~free cash flow;~~
●	cash flow from operations; or

94		~~www.express.com~~

~~Table~~strategic or operational business criteria, consisting of ~~Contents~~

~~Appendix B~~

●

~~strategic or operational business criteria, consisting of one or more objectives based on meeting geographic expansion or new concept development goals; new store opening; product~~one or more objectives based on meeting geographic expansion or new concept development goals; new store openings or other changes in store count; cost savings targets; customer satisfaction; human resources goals, including employee engagement, staffing, training and development and succession planning; implementation or development of new or enhanced technology systems and capabilities; omni-channel goals; marketing goals; merchandising goals; sustainability goals; and goals relating ~~to acquisitions or divestitures of subsidiaries, affiliates, or joint ventures.~~

~~With respect~~ to ~~Awards that are intended to qualify as “performance-based compensation” under Section 162(m)~~acquisitions or divestitures of ~~the Code, to the extent permitted under Section 162(m) of the Code, the~~subsidiaries, affiliates, or joint ventures.

The Committee may, in its sole discretion, also exclude, or adjust to reflect, the impact of an event or occurrence that the Committee determines should be appropriately excluded or adjusted, including:

(a) restructurings, discontinued operations, extraordinary items or events, and other unusual or non-recurring charges as described in Accounting Principles Board Opinion No. 30 and/or management’s discussion and analysis of financial condition and results of operations appearing or incorporated by reference in the Company’s Form 10-K for the applicable year;

(b) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management; or

Performance goals may also be based upon individual participant performance goals as determined by the Committee, in its sole discretion. In addition, Awards that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code may be based on the performance goals set forth herein or on such other performance goals as determined by the Committee in its sole discretion.

In addition, such performance goals may be based upon the attainment of specified levels of Company (or subsidiary, division, other operational unit or administrative department of the Company) performance under one or more of the measures described above relative to the performance of other corporations. With respect to Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, to the extent permitted under Section 162(m) of the Code, but only to the extent permitted under Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval), theThe Committee may also:

(a) designate additional business criteria on which the performance goals may be based; or

(b) adjust, modify or amend the aforementioned business criteria.

EXPRESS ~~EXPRESS~~Notice of ~~2017~~2020 Annual Meeting of Stockholders		95
		103

~~Table~~

EXPRESS EXPRESS, INC. 1 EXPRESS DRIVE COLUMBUS, OH 43230 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of ~~Contents~~

~~Driving Directions to Annual Meeting~~

~~Directions to Express, Inc. corporate headquarters located at 1 Express Drive, Columbus, Ohio 43230:~~

~~From~~information up until 11:59 P.M. Eastern Time the ~~North~~

~~Take I-71 South to 270 South. Take I-270 South for approximately 5.4 miles to~~day before the ~~Morse Road exit (#32). Turn left at~~meeting date. Have your proxy card in hand when you access the ~~end of exit ramp onto Morse Road. Pass under the interstate. Make your first right onto Express Drive through Gate 1~~web site and follow ~~signs.~~

~~From~~ the ~~South~~

~~Take I-71 North~~instructions to ~~I-670 East~~obtain your records and to ~~I-270 North. Take I-270 North~~create an electronic voting instruction form. During the Meeting - Go to www.virtualshareholdermeeting.com/EXPR2020 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for ~~approximately 3 miles~~electronic delivery, please follow the instructions above to vote using the ~~Morse Road exit (#32). At~~Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the ~~end of~~day before the ~~exit ramp, turn right onto Morse Road~~meeting date. Have your proxy card in hand when you call and ~~make~~then follow the instructions. VOTE BY MAIL Mark, sign and date your ~~first right onto Express Drive through Gate 1~~proxy card and ~~follow signs.~~

~~From~~return it in the ~~East~~

~~Take I-70 West~~postage-paid envelope we have provided or return it to I-270 North. Follow I-270 North approximately 6 miles to the Morse Road exit (#32). At the end of the exit ramp, turn right onto Morse Road and make your first right onto Express Drive through Gate 1 and follow signs.

~~From the West~~

Take I-70 East to I-71 North. Follow I-71 North for approximately .8 miles to I-670 East. Take I-670 East to I-270 North. Take I-270 North for approximately 3 miles to the Morse Road exit (#32). At the end of the exit ramp, turn right onto Morse Road and make your first right onto Express Drive through Gate 1 and follow signs.

~~From Port Columbus Airport~~

Take Airport Road out of Port Columbus to I-670 East. Take I-670 East to I-270 North. Take I-270 North for approximately 3 miles to the Morse Road exit (#32). At the end of the exit ramp, turn right onto Morse Road and make your first right onto Express Drive through Gate 1 and follow signs.

96		~~www.express.com~~

~~Table of Contents~~

~~EXPRESS, INC.~~
~~1 EXPRESS DRIVE~~
~~COLUMBUS, OH 43230~~

~~VOTE BY INTERNET - www.proxyvote.com~~
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

~~VOTE BY PHONE - 1-800-690-6903~~
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

~~VOTE BY MAIL~~
~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~

~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~

~~KEEP THIS PORTION FOR YOUR RECORDS~~

~~DETACH AND RETURN THIS PORTION ONLY~~

Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

The Board ~~of Directors recommends you vote FOR the following:~~

1.	~~Election of Class I Directors.~~

	~~Nominees~~	~~For~~	~~Against~~	~~Abstain~~

1.	~~Michael Archbold~~	☐	☐	☐

2.	~~Peter Swinburn~~	☐	☐	☐

~~The Board of Directors recommends you vote FOR the following proposals:~~		~~For~~	~~Against~~	~~Abstain~~

2.	~~Advisory vote to approve executive compensation (say-on-pay).~~	☐	☐	☐

3.	~~Ratification of PricewaterhouseCoopers LLP as Express, Inc.'s independent registered public accounting firm for 2017.~~	☐	☐	☐

4.	~~Approval of the Internal Revenue Code Section 162(m) performance goals and various annual grant limitations under the Express, Inc. 2010 Incentive Compensation Plan.~~	☐	☐	☐

~~NOTE:~~~~Also includes authorization of the named proxies to vote in their discretion upon such other business as may properly come before the meeting or any adjournment or postponement thereof.~~

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.



~~Signature [PLEASE SIGN WITHIN BOX]~~	~~Date~~	~~Signature (Joint Owners)~~	~~Date~~

~~Table~~ of ~~Contents~~

Directors recommends you vote FOR all the nominees listed in the following proposal: 1. Election of Class I Directors. Nominees For Against Abstain 1a. Michael Archbold 1b. Timothy Baxter 1c. Peter Swinburn The Board of Directors recommends you vote FOR the following proposals: For Against Abstain 2. Advisory vote to approve executive compensation (say-on-pay). 3. Ratification of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2020. 4. Approval of Amendment to the Amended and Restated Express, Inc. 2018 Incentive Compensation Plan to Increase the Number of Shares Available for Grant. NOTE: Also includes authorization of the named proxies to vote in their discretion upon such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000463226_1 R1.0.1.18

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:~~ ~~The Notice & Proxy Statement, Annual Report is/are available at www.proxyvote.com~~

~~EXPRESS, INC.~~
~~Annual Meeting of Stockholders~~
~~June 7, 2017 8:30 a.m., EDT~~
~~This proxy is solicited by the Board of Directors~~

EXPRESS Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and Annual Report are available at www.proxyvote.com EXPRESS, INC. Annual Meeting of Stockholders June 10, 2020 8:30 a.m., EDT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Timothy Baxter and Melinda McAfee, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Express, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held virtually at 8:30 a.m., EDT, on June 10, 2020 at www.virtualshareholdermeeting.com/EXPR2020, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted for all of the nominees listed in Proposal 1, for Proposals 2, 3, and 4, and, in the proxies discretion, upon such other business as properly comes before the meeting. Continued and to be signed on reverse side 0000463226_2 R1.0.1.18

The stockholder(s) hereby appoint(s) David Kornberg and Lacey Bundy, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Express, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 8:30 a.m., EDT, on June 7, 2017, at the Express, Inc. corporate headquarters located at 1 Express Drive, Columbus, Ohio, and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the recommendations of the Board of Directors.

~~Continued and to be signed on reverse side~~

~~Filed by the Registrant [X]~~
~~Filed by a Party other than the Registrant [ ]~~

~~Check the appropriate box:~~

~~[ ]~~ ☐		Preliminary Proxy Statement
~~[ ]~~
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
~~[X]~~
☒	Definitive Proxy Statement
~~[ ]~~
☐	Definitive Additional Materials
~~[ ]~~
☐	Soliciting Material Pursuant to §240.14a-12

☒	~~Express, Inc.~~
	~~(Name of Registrant as Specified In Its Charter)~~


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

Time and Date		8:30 a.m., Eastern Daylight Time, on Wednesday, June ~~7, 2017~~10, 2020. We encourage you to access the meeting prior to the start time.
~~Place~~		~~Express Corporate Headquarters, 1 Express Drive, Columbus, OH 43230~~
Place	The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/EXPR2020

Items of Business		1.	Election of Class I directors;
		2.	Advisory vote to approve executive compensation (say-on-pay);
		3.	Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for ~~2017;~~
		2020; 4.	Approval of Amendment to the ~~Internal Revenue Code (“Code”) Section 162(m) performance goals~~Amended and ~~various annual grant limitations under the~~Restated Express, Inc. ~~2010~~2018 Incentive Compensation ~~Plan;~~Plan to Increase the Number of Shares Available for Grant; and
		5.	Such other business as may properly come before the meeting.

Record Date		Holders of record of the Company’s common stock at the close of business on April ~~10, 2017~~20, 2020 are entitled to notice of and to vote at the ~~2017~~2020 Annual Meeting of Stockholders or any adjournment or postponement thereof.


PROXY STATEMENT SUMMARY INFORMATION		1

~~FREQUENTLY ASKED QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING~~		6

ELECTION OF CLASS I DIRECTORS (PROPOSAL NO. 1)		9 8

CORPORATE GOVERNANCE		15 14

Board Responsibilities		15 14

Board Composition		15 14

Board Competencies and Experience		16 15

Board Demographics and Refreshment		17 16

Identifying and Evaluating Director Candidates		18 17

Board Leadership & Structure		18 17

Leadership Structure		18 17

Board Committees		19 18

Board Practices		22 21

Strategy Oversight		22 21

Risk Oversight		22 21

Management Oversight and Succession Planning		23 21
~~Compliance & Corporate Responsibility~~		23
Compliance Oversight	22

Corporate and Social Responsibility	22

Stockholder Engagement		23 22

Communications with the Board		24 23

Board Meetings		24 23

Corporate Governance Principles		25 24

Director Election Standards		25 24

Board Evaluations		25 24

Outside Board Memberships		25 24

Code of Conduct		25

Related Person Transactions		26 25

Director Compensation		26 25

EXECUTIVE OFFICERS		28 27

EXECUTIVE COMPENSATION		30 28

Compensation Discussion and Analysis		30 28

Executive Summary		30 28

What We Pay and Why: Elements of Compensation		34

Executive Compensation Practices		42 45

Compensation and Governance Committee Report		46 48

Compensation Tables		47 49

Employment Related Agreements		53 56

Potential Payments Upon Termination and ~~Change-in-Control~~Change-in- Control		55 59

CEO Compensation Relative to Median Company Employee	62

STOCK OWNERSHIP INFORMATION		59 63
~~Section 16(a) Beneficial Ownership Reporting Compliance~~		60
AUDIT COMMITTEE	65
~~AUDIT COMMITTEE~~		61
Audit Committee Report		61 65

Independent Registered Public Accounting Firm Fees and Services		62 66

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY-ON-PAY) (PROPOSAL NO. 2)		63 67

RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ~~2017~~2020 (PROPOSAL NO. 3)		64 68

APPROVAL OF AMENDMENT TO THE ~~CODE SECTION 162(M) PERFORMANCE GOALS~~ AMENDED AND ~~VARIOUS ANNUAL GRANT LIMITATIONS UNDER THE~~RESTATED EXPRESS, INC. ~~2010~~2018 INCENTIVE COMPENSATION PLAN ~~(PROPOSAL~~TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR GRANT (PROPOSAL NO. 4)		65 69

OTHER MATTERS		72 78

ADDITIONAL INFORMATION		72 78

FREQUENTLY ASKED QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING	80

APPENDIX A — Information About Non-GAAP Financial Measures		74 83

APPENDIX B — Amended and Restated Express, Inc. ~~2010~~2018 Incentive Compensation Plan		75 84

~~Payment of Filing Fee (Check the appropriate box):~~
~~[X]~~		No fee required.
~~[ ]~~
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	1)	1)		Title of each class of securities to which transaction applies:

	2)	2)		Aggregate number of securities to which transaction applies:

	3)	3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	4)	4)		Proposed maximum aggregate value of transaction:

	5)	5)		Total fee paid:

~~[ ]~~
☐	Fee paid previously with preliminary materials.

~~[ ]~~ ☐			Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1)	1)		Amount Previously Paid:

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	How to Vote

	YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to virtually attend the ~~2017~~2020 Annual Meeting of Stockholders, we urge you to vote your shares now in order to ensure the presence of a quorum.

	Stockholders of record may vote:


			By Internet: go to www.proxyvote.com;				By telephone:call toll free (800) 690-6903; or				By mail: if you received paper copies in the mail of the proxy materials and proxy card, mark, sign, date, and promptly mail the enclosed proxy card in the postage-paid envelope.



	Beneficial Stockholders. If you hold your shares through a broker, bank, or other nominee, follow the voting instructions you receive from your broker, bank, or other nominee, as applicable, to vote your shares.

Net Sales		Operating Income		~~Adjusted EPS~~ Earnings Per Share


~~Progress Against Select Strategic Initiatives~~
☒	*~~Increase Store Productivity~~•*.~~Same store~~Net sales ~~declined by 12% year over year.~~decreased 5% to $2,019 million from $2,116 million in 2018.
☑	*~~Optimize Retail Store Fleet~~•*~~. Since the beginning~~Operating Loss was $217.9 million, and on an adjusted basis operating loss was $11.2 million in 2019, compared to Operating Income of ~~2015 we closed 47 of the 50 retail stores identified~~$28.2 million, and $33.7 million on an adjusted basis, in ~~our store rationalization plan.~~2018.
☑	*~~E-commerce Growth~~•*~~. E-Commerce sales grew 5% year over year~~EPS reflected a loss of $2.49 per diluted share compared to ~~over $400 million.~~earnings of $0.13 per diluted share in 2018. Adjusted EPS reflected a loss of $0.13 per diluted share, compared to Adjusted EPS of $0.32 per diluted share, in 2018.
☑	*~~Open New Outlet Stores~~*~~. Added 23 outlet locations in 2016.~~
☑	*~~Significant Cost Savings Initiatives~~*~~. Announced $44-$54 million in cost savings opportunities expected to be realized through 2019 and realized $9 million in 2016.~~
☑	*~~Transform and Leverage Information Technology~~~~Systems~~***~~. Successfully implemented new retail management, order management, and enterprise planning systems.~~

Name		Position
Timothy Baxter	~~CEO Target Compensation Established at Median and Tied to Challenging Performance Targets.~~	Chief Executive Officer⁽¹⁾
Matthew Moellering		President and Chief Operating Officer; former Interim Chief Executive Officer and Interim President ⁽²⁾
Malissa Akay		Executive Vice President and Chief Merchandising Officer⁽³⁾
Sara Tervo		Executive Vice President and Chief Marketing Officer⁽⁴⁾
Periclis (“Perry”) Pericleous		Senior Vice President, Chief Financial Officer and Treasurer
John J. (“Jack”) Rafferty		Former Executive Vice President—Planning and Allocation⁽⁵⁾
Douglas Tilson		Former Executive Vice President—Real Estate⁽⁶⁾

●•CEO Ongoing Target Pay Opportunity Established Between 25^th Percentile and Median Level of our Peer Group~~The overall design for~~ :Mr. ~~Kornberg’s compensation package remained~~Baxter’s ongoing target pay opportunity of $6.5M was established between the ~~same in 2016, while his target total direct compensation increased to $7.3 million to approximate the~~25^th percentile and median level of our peer group and is expected to remain unchanged for 2020.
•CEO Ongoing Pay-for-Performance Compensation Design with Challenging Performance Targets Continued: Overall, the design of our new CEO’s compensation package followed the design of our former CEO’s compensation package with 85% of Mr. Baxter’s ongoing target compensation package composed of short-term cash incentives and long-term equity and cash incentives. The performance-based short-term and long-term incentives for both Mr. Baxter and other executives continue to include challenging performance targets so that realizable compensation reflects business performance. For information on one-time make-whole and hiring related payments made in connection with Mr. Baxter’s appointment to CEO in 2019, see “Executive Compensation—Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation—One-Time Make-Whole and Hiring Related Awards” on page 43.
•Short-Term Incentive Program Continues to Include Challenging Financial and Strategic Performance Components: Under the Company’s 2019 short-term cash incentive program, 75% of the target bonus opportunity was based on ~~market data~~achievement of challenging financial goals and 25% was based on achievement of key strategic objectives tied to comparable sales, retail store conversion, and customer acquisition and retention, in furtherance of the Company’s long-term growth strategy.
•Challenging Long-Term Incentive Performance Targets Continued:Performance-based long-term incentive awards continued to be dependent on the achievement of challenging three-year Adjusted EPS performance targets, subject to modification upwards or downwards 20%based on Company TSR performance relative to the Dow Jones U.S. Retail Apparel Index (“Relative TSR”). Our long-term incentive design was further modified for 2019 by providing that no long-term performance-based award will pay out if the Company’s closing stock price at the ~~time. This decision was made~~end of the three-year performance period (measured based on a 90-day moving average) has declined from the ~~Company’s strong financial performance~~closing stock price on the grant date.
•Performance-BasedLong-Term Incentives Cash Denominated: While performance-based awards continue to represent 50% of our annual long-term incentive grants to our NEOs, to help manage share usage and overhang, in ~~2015 and in recognition of Mr. Kornberg’s strong individual performance during his first year as CEO in 2015.~~ ●~~Over 90% of the increase in target compensation was~~2019, performance-based long-term incentive awards were delivered entirely in the form of ~~short-term~~performance-based cash awards (in 2018, half of the performance-based awards were delivered in the form of performance-based restricted stock units). For our new CEO, the remaining 50% was comprised of stock options with time-based vesting, and ~~long-term incentives that included challenging performance targets to ensure that~~for our other NEOs the ~~target payout would only occur if the Company achieved the challenging financial goals established by the Compensation and Governance Committee.~~ ●~~When Mr. Kornberg assumed the role~~remaining 50% was comprised of ~~CEO in 2015, his compensation package was designed in part based on feedback received from stockholders~~restricted stock units with time-based vesting. For more information on our ~~executive compensation program in prior years. We received over 95% support in last year’s say-on-pay vote~~equity plan proposal to increase the number of shares available for grant under the Amended and ~~our stockholder engagement program in 2016 did not yield any concerns or requests for changes to the CEO compensation package.~~Restated Express, Inc. 2018 Incentive Compensation Plan, see “Proposal No. 4” beginning on page 69. ●~~Mr. Kornberg’s compensation package will remain the same for 2017 with respect to overall design and target pay opportunity.~~
	~~CEO~~ •Actual Realizable Total Direct Compensation ~~Decreased Significantly in 2016 and~~ was Significantly Below Target in 2019, Reflecting Business ~~Results.~~
	●Results~~No amounts were paid to~~: Actual realizable total direct compensation for our ~~CEO or other senior executives under the Company’s seasonal~~continuing NEOs fell significantly below target in 2019 reflecting that (1) no short-term cash ~~incentive program.~~ ●Noincentives paid out for either of the Spring and Fall seasons and (2) performance-based ~~restricted stock units are expected to be earned by our CEO or other senior executives under our 2016~~ long-term ~~equity incentive awards that are~~incentives granted in 2017, which were subject to ~~challenging Adjusted EPS performance targets based on~~ a three-year performance period ~~from 2016~~ through ~~2018.~~2019, were entirely forfeited. In addition, performance-based awards granted in 2018 (which are subject to a three-year performance period through 2020) are not expected to pay out, and Adjusted EPS performance must significantly improve over the next two years for there to be any payout of the performance-based long-term incentives granted to our current NEOs in 2019 (which are subject to a three-year performance period through 2021). This excludes one-time make-whole and hiring related payments made to new executives. For information on one time make-whole and hiring related payments made to new executives in 2019, see “Executive Compensation – Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation—One-Time Make-Whole and Hiring Related Awards” on page 43.

Short-Term Annual Cash Incentive Compensation Program		Long-Term Performance-Based Awards Subject to Three-Year Performance Periods
Spring 2019	Fall 2019	2017-2019	2018-2020	2019-2021
No Payout	No Payout	No Payout	Not Expected to Payout	Will only payout if Adjusted EPS performance significantly improves over next two years



Program Objective	What We DO:
Pay for Performance	☑	Performance-Based Ongoing CEO Compensation Package with ~~86%~~85% Variable Compensation,
	☑	Short-Term and Long-Term Incentives with Challenging Performance Targets that Incentivize Creation of Stockholder Value
	☑	50% of Long-Term Incentives are Performance-Based ~~Equity Awards~~ with 3-Year Performance Periods
Pay Competitively	☑	Robust Compensation Setting Process that Utilizes Market Data to Ensure Competitiveness
Pay Responsibly	☑	~~3-Year~~ Long-Term Vesting Requirements: 3-year Performance Periods for ~~Performance-Based Equity~~Performance Based Long-Term Incentive Awards and ~~4-year~~Multi-Year Vesting Requirements for ongoing Time-Based Restricted Stock Units ~~and Stock Options~~
	☑	Annual Stockholder Engagement Process and the Incorporation of Stockholder Feedback into Executive Compensation Decision Making
	☑	Stock Ownership Guidelines
	☑	Mitigate Risk Through Incentive Compensation Design
	☑	Utilize Independent Compensation Consultant
	☑	Robust Clawback Policy including updates made in 2019

	What We DON’T DO:
Pay Responsibly	☒	No Special Tax Gross-Ups
	☒	No Pension Plans or Other Post-Employment Defined Benefit Plans
	☒	No Liberal Share Recycling, Repricing of Underwater Stock Options, or Reloads of Stock Options
	☒	No Hedging or Pledging Transactions
	☒	No Single Trigger Change-in-Control Payments
	☒	No Special Perquisites

Board Composition:

~~Governance Changes:~~
Board ~~Leadership~~Independence	●	~~Mylle Mangum assumed the role~~ • All of our directors, except for our CEO, are independent, which includes an independent Chairman of the Board and ~~Peter Swinburn assumed the role~~Committees comprised entirely of ~~Chair of the Compensation and Governance Committee in June 2016.~~
~~Board Composition~~	●	~~The Board strengthened its collective competencies and experience with the appointments of Mr. Davenport and Ms. Leever to the Board.~~

~~Other Governance Highlights:~~
~~Board Independence~~	●	~~All of our directors are~~ independent ~~except for Mr. Kornberg, our President and CEO.~~
	●	~~We currently have an independent Chairman of the Board.~~
	●	~~All of our committee members are independent.~~
	●	directors. •Our independent directors have an opportunity to meet in executive session at each meeting and do so routinely.
Director Elections	●	•We adhere to a majority vote standard, with a director resignation policy, for uncontested director elections.
Board and Committee Meetings	●	•Each of our directors attended at least 75% of all Board meetings and applicable Committee meetings.
Board and Committee Evaluations	●	•The Board and each Committee conduct a comprehensive self-evaluation each year to identify potential areas of improvement.
Corporate Strategy	●	•At least once per year, the Board and management engage in an in-depth discussion and align on the Company’s long-term corporate strategy. The strategy is revisited regularly during Board and ~~committee~~Committee meetings.
Stockholder Engagement	●	•As part of our annual stockholder engagement cycle, we reach out to our largest stockholders who collectively hold over a majority of the shares of our outstanding common stock, which usually includes approximately our top 20 largest stockholders. The Company’s repurchase in 2019 of approximately 4.3 million shares under the $150M Share Repurchase Program announced in 2017 was based in part on feedback received from our stockholders.
Succession Planning	●	•The Board reviews and discusses succession plans for executives and key contributors at least ~~annually.~~annually and followed its succession plan for the CEO position with the appointment of Mr. Moellering as Interim CEO and Interim President in January 2019 until Mr. Baxter was appointed permanent CEO in June 2019.

Proposal				Board Voting Recommendation		Page Reference (for more detail)
Election of Class I Directors (Proposal No. 1)	☑	☑	FOR		9 8
Advisory vote to approve executive compensation (say-on-pay) (Proposal No. 2)	☑	☑	FOR		63 67
Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for ~~2017~~2020 (Proposal No. 3)	☑	☑	FOR		64 68
Approval of Amendment to the ~~Code Section 162(m) performance goals~~Amended and ~~various annual grant limitations under the~~Restated Express, Inc. ~~2010~~2018 Incentive Compensation Plan to Increase the Number of Shares Available for Grant (Proposal No. 4)		☑	~~FOR~~		65

~~Proposal~~	~~Voting Options~~	~~Effect of Abstentions~~	~~Broker~~ ~~Discretionary~~ ~~Voting Allowed?~~	~~Effect of Broker~~ ~~Non-Votes~~
~~Election of Class I director (Proposal No. 1)~~	~~FOR, AGAINST or ABSTAIN~~	~~No effect—not counted~~ ~~as a “vote cast”~~	No	~~No effect~~
~~Advisory vote to approve executive compensation (say-on-pay) (Proposal No. 2)~~	~~FOR, AGAINST or ABSTAIN~~	~~Treated as a vote~~ ~~AGAINST the proposal~~	No	~~No effect~~
~~Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2017 (Proposal No. 3)~~	~~FOR, AGAINST or ABSTAIN~~	~~Treated as a vote~~ ~~AGAINST the proposal~~	~~Yes~~	~~Not applicable~~
~~Approval of the Code Section 162(m) performance goals and various annual grant limitations under the Express, Inc. 2010 Incentive Compensation Plan (Proposal No. 4)~~	~~FOR, AGAINST or ABSTAIN~~	~~Treated as a vote~~ ~~AGAINST the proposal~~	No	~~No effect~~

●	~~delivering written notice of revocation to the Office of the Corporate Secretary, Express, Inc., 1 Express Drive, Columbus, OH 43230;~~
●	~~submitting another proxy that is dated later than the original proxy (including a proxy submitted via telephone or Internet); or~~
●	~~voting in person at the Annual Meeting.~~


	Director Since: ~~MICHAEL ARCHBOLD~~January 2012 Age: 59 Chair of the Audit Committee
		~~Director Since:~~ ~~January 2012~~ ~~Age:~~ 56 ~~Audit Committee Member~~
	Select Qualifications, Skills, and Experience: ●•Accounting, finance, and capital structure ●•Risk management ●•Retail merchandising and operations ●•Business development and strategic planning ●•Investor relations ●•Executive leadership of complex organizations
Business Experience Mr. Archbold served as Chief Executive Officer of GNC Holdings, Inc. from August 2014 until July 2016 and also served as a director on the ~~Board~~board of GNC Holdings, Inc. Prior to that, he was the Chief Executive Officer of The Talbots Inc. from August 2012 until June 2013 and also served as a director on the ~~Board~~board of The Talbots Inc. Prior to that, Mr. Archbold served as President and Chief Operating Officer of Vitamin Shoppe, Inc. from April 2011 until June 2012, and prior to that as its Executive Vice President, Chief Operating Officer, and Chief Financial Officer from April 2007. Mr. Archbold served as Executive Vice President / Chief Financial and Administrative Officer of Saks Fifth Avenue from 2005 tountil 2007. From 2002 tountil 2005 he served as Chief Financial Officer for AutoZone, Inc., originally as Senior Vice President, and later as Executive Vice President. Mr. Archbold is an inactive Certified Public Accountant and has 20 years of financial experience in the retail industry. Mr. Archbold has also served as the Chief Executive Officer of The Council for Inclusive Capitalism, Inc. since September 2019.

Director⁽¹⁾	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽⁷⁾⁽⁸⁾	Total ($)
Michael Archbold	85,000	124,997	209,997
Terry Davenport⁽²⁾	29,348	71,912	101,260
Michael F. Devine	105,000	124,997	229,997
Theo Killion	85,000	124,997	209,997
Karen Leever⁽³⁾	49,524	105,827	155,352
Mylle Mangum⁽⁴⁾	183,626	164,998	348,624
Peter Swinburn⁽⁵⁾	101,209	124,997	226,206
Michael Weiss⁽⁶⁾	24,880	—	24,880

Name	2015 Fiscal Year End	Changes to Base Salary During 2016	2016 Fiscal Year End
David Kornberg	$900,000	In March 2016, Mr. Kornberg received a merit and market-based salary increase from $900,000 to $1,000,000.	$1,000,000
Matthew Moellering	$769,000	In March 2016, Mr. Moellering received a merit and market-based salary increase from $769,000 to $793,000.	$793,000
John J. (“Jack”) Rafferty	$569,000	In March 2016, Mr. Rafferty received a merit and market-based salary increase from $569,000 to $582,000.	$582,000
Colin Campbell	$569,000	In March 2016, Mr. Campbell received a merit and market-based salary increase from $569,000 to $582,000.	$582,000
Periclis (“Perry”) Pericleous	$420,000	In March 2016, Mr. Pericleous received a merit and market-based salary increase from $420,000 to $445,000.	$445,000

Annual Short-Term Cash Incentive Payout Opportunity at Target (as a % of Base Salary)
Name	2015	Changes to Short-Term Cash Incentives During 2016	2016
David Kornberg	120%	In March 2016, Mr. Kornberg received a merit and market-based increase from 120% to 130%.	130%
Matthew Moellering	85%	No change in 2016.	85%
John J. (“Jack”) Rafferty	65%	No change in 2016.	65%
Colin Campbell	60%	No change in 2016.	60%
Periclis (“Perry”) Pericleous	50%	In March 2016, Mr. Pericleous received a merit and market-based increase from 50% to 60%.	60%

Performance Metric:	Below Threshold	Threshold Goal	Target Goal	Maximum Goal	Actual Performance
2014-2015 Adjusted EPS	<$2.21	$2.21	$2.95	$3.69	$2.26
% of Performance Shares Earned	0%	75%	100%	125%	76.7%

Realizable TDC at Target					Actual Realizable TDC
Elements of TDC	2015 CEO Compensation		2016 CEO Compensation		Elements of TDC	2015 CEO Compensation		2016 CEO Compensation
Annual Cash					Annual Cash
Base Salary	$	900,000	$	1,000,000	Base Salary	$	900,000	$	1,000,000
Target Bonus	$	1,080,000	$	1,300,000	Actual Bonus Paid⁽¹⁾	$	2,160,000	$	0
Sub-Total	$	1,980,000	$	2,300,000	Sub-Total	$	3,060,000	$	1,000,000
LTI Grant Values					LTI Realized Values
Options⁽¹⁾	$	593,917	$	749,949	Options	$	0	$	0
Restricted Shares/Units⁽¹⁾	$	1,399,998	$	1,749,990	Restricted Shares/Units	$	420,070	$	0
Performance Shares/Units⁽¹⁾	$	1,999,998	$	2,499,995	Performance Shares/Units	$	0	$	0
Sub-Total	$	3,993,914	$	4,999,934	Sub-Total	$	420,070	$	0
					LTI Unrealized Values
					Options⁽²⁾	$	205,415	$	185,415
					Restricted Shares/Units⁽²⁾	$	654,000	$	839,399
					Performance Shares/Units⁽²⁾	$	1,083,758	$	0
					Sub-Total	$	1,943,173	$	1,024,814
Total TDC	$	5,973,914	$	7,299,934	Total TDC	$	5,423,243	$	2,024,814
					% of Target TDC		91%		28%

Name and Principal Position	Year	Salary ($)	Bonus ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Option Awards ($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	Non-Qualified Deferred Compensation Earnings ($)⁽⁵⁾	All Other Compensation ($)⁽⁶⁾	Total ($)
David Kornberg President and CEO	2016	984,615	—	4,249,985	749,949	—	24,851	133,912	6,143,312
	2015	900,000	—	3,399,996	593,917	2,160,000	25,505	101,988	7,181,406
	2014	700,000	—	989,006	221,925	—	29,651	135,078	2,075,660
Matthew Moellering Executive Vice President and Chief Operating Officer	2016	789,308	—	1,104,988	194,985	—	20,845	91,483	2,201,609
	2015	766,077	—	939,991	149,919	1,307,300	22,091	74,129	3,259,507
	2014	750,000	—	885,008	198,591	—	25,908	96,479	1,955,986

John J. (“Jack”) Rafferty Executive Vice President—Planning and Allocation	2016	580,000	—	594,985	104,997	—	72,906	58,384	1,411,272
	2015	566,846	275,000	493,495	78,709	739,700	84,126	64,887	2,302,763
	2014	555,000	—	460,218	103,270	—	103,869	81,583	1,303,940

Colin Campbell Executive Vice President—Sourcing & Production	2016	580,000	—	594,985	104,997	—	51,600	56,333	1,387,915
	2015	566,846		493,495	78,709	682,800	57,095	47,008	1,925,953
	2014	555,000	—	460,218	103,270	—	69,504	117,282	1,305,274

Periclis (“Perry”) Pericleous Senior Vice President, Chief Financial Officer and Treasurer	2016	441,154	—	467,511	82,493	—	1,399	38,063	1,030,620
	2015	361,735	150,000	271,492	73,487	420,000	817	37,171	1,314,702

Name	Executive Life and Disability Insurance ($)^(a)	Severance ($)	Qualified Retirement Plan Company Match ($)^(b)	Non-Qualified Supplemental Retirement Plan Company Match ($)^(c)	Total
David Kornberg	2,521	—	11,146	120,245	133,912
Matthew Moellering	2,297	—	10,831	78,355	91,483
John J. (“Jack”) Rafferty	2,059	—	10,886	45,439	58,384
Colin Campbell	2,056	—	10,886	43,391	56,333
Periclis (“Perry”) Pericleous	1,870	—	10,677	25,516	38,063

	Option Awards						Stock Awards
Name	Number of Securities Underlying Exercisable Options (#)	Number of Securities Underlying Unexercisable Options (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($/Share)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁴⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plans: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁴⁾
David Kornberg	—	78,947	⁽¹⁾	—	21.14	3/30/2026	—		—	—		—
David Kornberg	—	—		—	—	—	82,781	⁽²⁾	839,399	—		—
	—	—		—	—	—	—		—	59,130	⁽³⁾	599,578
	19,255	57,767	⁽⁴⁾	—	16.28	3/30/2025	—		—	—		—
	—	—		—	—	—	64,497	⁽⁵⁾	654,000	—		—
	—	—		—	—	—	—		—	122,850	⁽⁶⁾	1,245,699
	13,025	13,025	⁽⁷⁾	—	15.88	4/1/2024	—		—	—		—
	—	—		—	—	—	10,556	⁽⁸⁾	107,038	—		—
	—	—		—	—	—	15,788	⁽⁹⁾	160,090	—		—
	25,650	8,550	⁽¹⁰⁾	—	17.49	4/2/2023	—		—	—		—
	27,100	—		—	11.29	10/15/2022	—		—	—		—
	17,260	—		—	25.25	3/22/2022	—		—	—		—
	25,000	—		—	18.51	2/18/2021	—		—	—		—
	50,000	—		—	17.00	5/12/2020	—		—	—		—
Matthew Moellering	—	20,526	⁽¹⁾	—	21.14	3/30/2026	—		—	—		—
Matthew Moellering	—	—		—	—	—	21,523	⁽²⁾	218,243	—		—
	—	—		—	—	—	—		—	15,374	⁽³⁾	155,892
	4,813	14,442	⁽⁴⁾	—	16.28	3/26/2025	—		—	—		—
	—	—		—	—	—	16,124	⁽⁵⁾	163,497	—		—
	—	—		—	—	—	—		—	36,241	⁽⁶⁾	367,484
	11,655	11,656	⁽⁷⁾	—	15.88	4/1/2024	—		—	—		—
	—	—		—	—	—	9,446	⁽⁸⁾	95,782	—		—
	—	—		—	—	—	14,128	⁽⁹⁾	143,258	—		—
	28,500	9,500	⁽¹⁰⁾	—	17.49	4/2/2023	—		—	—		—
	30,820	—		—	25.25	3/22/2022	—		—	—		—
	50,000	—		—	18.51	2/18/2021	—		—	—		—
	60,000	—		—	17.00	5/12/2020	—		—	—		—
John J. (“Jack”) Rafferty	—	11,053	⁽¹⁾	—	21.14	3/30/2026	—		—	—		—
	—	—		—	—	—	11,589	⁽²⁾	117,512	—		—
	—	—		—	—	—	—		—	8,278	⁽³⁾	83,939
	2,527	7,582	⁽⁴⁾	—	16.28	3/26/2025	—		—	—		—
	—	—		—	—	—	8,466	⁽⁵⁾	85,845	—		—
	—	—		—	—	—	—		—	19,026	⁽⁶⁾	192,924
	6,061	6,061	⁽⁷⁾	—	15.88	4/1/2024	—		—	—		—
	—	—		—	—	—	4,912	⁽⁸⁾	49,808	—		—
	—	—		—	—	—	7,347	⁽⁹⁾	74,499	—		—
	14,820	4,940	⁽¹⁰⁾	—	17.49	4/2/2023	—		—	—		—
	13,560	—		—	25.25	3/22/2022	—		—	—		—
	25,000	—		—	18.51	2/18/2021	—		—	—		—
	50,000	—		—	17.00	5/12/2020	—		—	—		—

Name	Executive Contributions ($)	Company Contributions ($)⁽¹⁾	Aggregate Earnings ($)⁽²⁾	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Year End ($)
David Kornberg	60,122	120,245	84,572	—	1,724,101
Matthew Moellering	39,178	78,355	70,940	—	1,439,245
John J. (“Jack”) Rafferty	22,720	45,439	248,110	—	4,920,104
Colin Campbell	124,115	43,391	175,601	—	3,506,813
Periclis (“Perry) Pericleous	12,758	25,516	4,762	—	111,680

Component	Voluntary Resignation or Retirement ($)	Involuntary without Cause or Voluntary with Good Reason with Signed Release ($)		Involuntary without Cause or Voluntary with Good Reason following Change in Control with Signed Release ($)		Disability ($)⁽⁷⁾		Death ($)
Base Salary	—	1,500,000	⁽¹⁾	—		1,000,000		—
Bonus	—	1,950,000	⁽²⁾	4,600,000	⁽⁵⁾	—		—
Total Cash Severance (sub-total)	—	3,450,000		4,600,000		1, 000,000		—
Value of Accelerated Equity	—	2,368,521	⁽³⁾	4,254,004	⁽⁶⁾	4,205,372	⁽⁸⁾	4,205,372	⁽⁸⁾
Benefits and Perquisites	—	25,831	⁽⁴⁾	25,831	⁽⁴⁾	5,904		—
Total Severance	—	5,844,352		8,879,835		5,211,276		4,205,372

Name and Address	Shares Beneficially Owned	Percent of Stock Outstanding
5% Stockholders:
Blackrock, Inc.⁽¹⁾	9,746,901	12.4%
The Vanguard Group, Inc.⁽²⁾	6,804,017	8.7%
Dimensional Fund Advisors LP⁽³⁾	6,101,160	7.8%
Named Executive Officers and Directors:
David Kornberg⁽⁴⁾	488,496	*
Matthew Moellering⁽⁵⁾	433,865	*
John J. (“Jack”) Rafferty⁽⁶⁾	265,082	*
Colin Campbell⁽⁷⁾	307,070	*
Periclis Pericleous⁽⁸⁾	39,667	*
Michael Archbold⁽⁹⁾	34,735	*
Terry Davenport⁽¹⁰⁾	5,181	*
Michael F. Devine⁽¹¹⁾	38,934	*
Theo Killion⁽¹²⁾	33,410	*
Karen Leever⁽¹³⁾	7,074	*
Mylle Mangum⁽¹⁴⁾	41,624	*
Peter Swinburn⁽¹⁵⁾	34,735	*
All Current Directors and Executive Officers as a Group (15 persons)	2,079,382	2.6%

	Fees
Services Rendered	2016		2015
Audit Fees⁽¹⁾	$	1,400,675	$	1,103,261
Audit-Related Fees⁽²⁾	$	9,500	$	19,000
Tax Fees	$	—	$	—
All Other Fees⁽³⁾	$	3,600	$	3,801
Total	$	1,413,775	$	1,126,062

Outstanding Stock Options		Weighted Average Exercise Price		Weighted Average Remaining Term		RSUs and Restricted Stock Awards Unvested
2,697,581		$16.57		6.4		3,975,273

Name	Number of Shares Underlying Options/SARs	Weighted Average Exercise Price of Options/ SARs	Number of Shares Underlying Restricted Stock Awards/Stock Unit Awards
David Kornberg	506,422	$15.00	865,899
Matthew Moellering	286,331	$17.20	245,512
John J. (“Jack”) Rafferty	164,497	$17.06	128,353
Colin Campbell	154,497	$17.07	128,353
Periclis (“Perry”) Pericleous	53,677	$15.59	91,626

All Executive Officers as a Group (8 people)	1,459,629	$16.17	1,795,363
All Non-Employee Directors as a Group (7 people)	12,500	$17.11	56,975
All Other Employees	1,225,452	$17.04	2,122,934

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	4,415,970	$	18.18	⁽¹⁾	7,499,160
Equity compensation plansnot approved by security holders	0	$	0		0
Total	4,415,970	$	18.18	⁽¹⁾	7,499,160

~~Spring~~
●~~Publish Annual Report and Proxy Statement~~
●~~Engage with stockholders as appropriate concerning proposals presented in the Proxy Statement.~~

www.express.com

~~Winter~~
●~~Perform comprehensive review of the Company’s corporate governance practices~~
●~~Evaluate proxy season trends, corporate governance best practices, and regulatory developments~~

~~Summer/Fall~~
●~~Review results from Annual Meeting / Discuss potential action items~~
●~~Solicit feedback from Company’s largest stockholders on the Company’s corporate governance and executive compensation practices~~
●~~Company’s Corporate Secretary summarizes stockholder feedback and presents it to the Committee and Board~~