Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the previously disclosed appointment of David Aufderhaar as
the Chief Financial Officer of Stitch Fix, Inc. (the "Company"), which became
effective April 3, 2023, on April 3, 2023, the Compensation Committee of the
Company's Board of Directors approved the following compensation for Mr.
Aufderhaar:
•an annual base salary of $550,000;
•eligibility to participate in the Company's executive bonus program, with a
target bonus of 50% of base salary;
•a stock award consisting of 400,000 restricted stock units ("RSUs") which shall
vest 25% on the Company's first quarterly vesting date that is at least six
months following April 3, 2023, with the remainder vesting 25% in equal
quarterly installments over the next two quarterly vesting dates, 33 ?% in equal
quarterly installments over the next four quarterly vesting dates, and 16 ?% of
the shares in equal quarterly installments over the next four quarterly vesting
dates;
•a stock award consisting of 800,000 stock options, which shall vest 25% on the
Company's first quarterly vesting date that is at least six months following
April 3, 2023, with the remainder vesting 25% in equal quarterly installments
over the next two quarterly vesting dates, 33 ?% in equal quarterly installments
over the next four quarterly vesting dates, and 16 ?% of the shares in equal
quarterly installments over the next four quarterly vesting dates;
•a stock award consisting of 250,000 RSUs, which shall vest 1/12th on June 12,
2024, with the remainder vesting in equal quarterly installments of 1/12th over
the next 11 subsequent quarterly vesting dates; and
•a stock award consisting of 500,000 stock options, which shall vest 1/12th on
June 12, 2024, with the remainder vesting in equal quarterly installments of
1/12th over the next 11 subsequent quarterly vesting dates.
The Company and Mr. Aufderhaar entered into an employment offer letter on April
4, 2023, relating to the above compensation terms. This description of the offer
letter is qualified in its entirety by reference to the full text of the offer
letter, which will be filed as an exhibit to the Company's next quarterly report
on Form 10-Q.
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STITCH FIX, INC. 
