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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant 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))
☒  Definitive Proxy Statement
 ☐  Definitive Additional Materials
 ☐  Soliciting Material Pursuant to §240.14a-12

¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to §240.14a-12
MICHAEL KORS HOLDINGS LIMITED
(Name of Registrant as Specified In Its Charter)


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

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MICHAEL KORS HOLDINGS LIMITED
JohnJOHN D. IdolIDOL
Chairman and Chief Executive Officer

CHAIRMAN & CHIEF EXECUTIVE OFFICER
June 21, 2016



16, 2022
Dear Fellow Shareholder:

You are cordially invited to attend the 20162022 Annual Meeting of Shareholders (the “Annual Meeting”) of Michael KorsCapri Holdings Limited, to be held at 1:12:00 p.m., local time, on August 4, 20163, 2022, at Baker & McKenzie LLP, 100 New Bridge Street,the company's headquarters, 33 Kingsway, London, 6JA EC4V.United Kingdom WC2B 6UF. Information concerning the matters to be considered and voted upon at the Annual Meeting is set out in the attached Notice of 20162022 Annual Meeting of Shareholders and Proxy Statement.proxy statement.

Looking back on fiscal 2022, I am proud of the progress we made across our luxury houses. Revenue and earnings results significantly exceeded our original expectations. Capri Holdings achieved the highest revenue, gross margin and EPS levels in the company’s history. Additionally, we generated strong cash flow and returned $650 million to shareholders in fiscal 2022. Our ability to deliver record results while navigating the challenges of an unprecedented global pandemic is a testament to the strength of our brands and the success of our strategic growth initiatives. Most importantly, we would not have been able to achieve these results if not for the hard work, dedication and resiliency of our teams across the globe.
InI am also incredibly proud of our entire organization for demonstrating how business can truly be a force for good. During fiscal 2022, we continued to execute on our corporate social responsibility goals and objectives, building on our commitments to improve the way we work in order to better the world in which we live. We are pleased with the progress we are making towards our CSR targets, and we look forward to continuing to share the work we are doing to create a more sustainable and equitable future for all.
Looking forward in fiscal 2023 we expect to achieve another year 2016, we delivered strong financial results, growing totalof record revenue 8% to $4.7 billion and increasing earnings per share by 4%share. Longer term we are also confident in our ability to $4.44.  We continuedcontinue to see growth across regions, with performance led by strength in accessories, footwearincrease revenues and menswear,earnings. The power of Versace, Jimmy Choo and Michael Kors as well as in our digital flagship business.  Importantly, our growth came despite the challenging retail environment, pressured by weak mall traffic and tourism trends, in addition to the foreign currency impactproven resilience of the strengthening U.S. dollar. 

Over the course of the year we also delivered a number of operational accomplishments, including:
Raising the level of fashion innovation and newness inluxury market reinforce our luxury product assortments;
Launching our digital flagship in Canada and developing a global platform that will enable us to launch our digital flagships across international markets;
Expanding our retail presence with 142 net new store openings globally;
Developing the platform to support long term growth in Asia, and successfully integrating our South Korea licensed business;
Accelerating the roll-out of our menswear line with new, modern designs in sportswear and leather goods; and
Continuing to make enhancements to our infrastructure to support long term sustainable growth.

For fiscal year 2017, we have multiple, long-term growth strategies in place, including international expansion, further development of our digital flagships, the build-out of our men's business, the launch of Michael Kors ACCESS wearable technology line, and the continued design innovation of our luxury fashion product. We will remain intently focused on these areas of our business where we can achieve profitable growth as we manage our business prudently through what we expect to be another challenging yearoptimism for the overall retail industry.  We remain confident that we can continue to expand the Michael Kors business worldwide, and we are committed to driving earnings per share growth and delivering shareholder value over the long term.

future.
Thank you for your continued support. We look forward to seeing you at our 20162022 Annual Meeting.
Sincerely,

Sincerely,
John D. Idol
Chairman and Chief Executive Officer


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Notice of 2022 Annual Meeting
of Shareholders
NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS
Meeting Date:
August 3, 2022
Meeting Time:
12:00 p.m. local time
Meeting Location:
33 Kingsway, London,
United Kingdom WC2B 6UF
To Our Shareholders:
Notice is hereby given that the 20162022 Annual Meeting of Shareholders (the “Annual Meeting”) of Michael KorsCapri Holdings Limited, a British Virgin Islands corporation (the “Company”), will be held at Baker & McKenzie LLP, 100 New Bridge Street,the Company's headquarters, 33 Kingsway, London, 6JA EC4V,United Kingdom WC2B 6UF, on August 4, 20163, 2022 at 1:12:00 p.m., local time, for the following purposes:
1.
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To elect threetwo Class II directors for a three-year term and until the election and qualification of their respective successors in office;
office
2.
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To ratify the appointment of Ernst & Young LLP as the Company'sCompany’s independent registered public accounting firm for the fiscal year ending April 1, 2017;
2023
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To hold a non-binding advisory vote on executive compensation ("(“say on pay"pay”); and
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To consider and vote upon the approval of the Capri Holdings Limited Third Amended and Restated Omnibus Incentive Plan
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To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.thereof

The Board of Directors has fixed the close of business on June 1, 20166, 2022 as the record date for the Annual Meeting (the “Record Date”), and only holders of record of ordinary shares of the Company at such time will be entitled to notice of or to vote at the Annual Meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statementproxy statement for the Annual Meeting. On or about June 21, 2016,16, 2022, we intend to mail to our shareholders of record as of the Record Date a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the Proxy Statementproxy statement and thea copy of our Annual Report on Form 10-K for the fiscal year ended April 2, 20162022 (the “2016“2022 Annual Report”). The Notice also provides instructions on how to vote online and includes instructions on how to receive a paper copy of the proxy materials by mail.
Important Notice Regarding the Availability of Proxy Materials for the Shareholders’ Meeting to be Held on August 4, 2016
The Notice, Proxy Statement and the 2016 Annual Report are available at www.proxyvote.com.
CAPRI HOLDINGS
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Important Notice Regarding the Availability of Proxy Materials for the
Shareholders’ Meeting to be Held on August 3, 2022
The notice of the Annual Meeting and proxy statement and the 2022 Annual Report are available at www.proxyvote.com.
YOUR VOTE IS IMPORANTIMPORTANT
Based on current New York Stock Exchange rules your broker will NOT be able to vote your ordinary shares with respect to the election of directors (Proposal No. 1) or, the say on pay vote (Proposal No. 3) or the approval of the Capri Holdings Limited Third Amended and Restated Omnibus Incentive Plan (Proposal No. 4) if you have not provided instructions to your broker. We strongly encourage you to provide instructions to your broker to vote your ordinary shares and exercise your right as a shareholder.
We intend to hold the Annual Meeting in person. If you are a shareholder of record as of the Record Date, you will be admitted to the meeting upon presenting a form of photo identification. If you own ordinary shares beneficially through a bank, broker or otherwise, you will be admitted to the meeting upon presenting a form of photo identification and proof of share ownership or a valid proxy signed by the record holder. A recent brokerage statement or a letter from a bank or broker are examples of proof of share ownership for this purpose.



We are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials and federal, state and local governments may issue in light of COVID-19. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described above) or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). If we take this step, we will announce the decision to do so in advance by issuing a press release and filing such press release as definitive additional soliciting material with the U.S. Securities and Exchange Commission.
Regardless of whether or not you plan to attend the Annual Meeting, please follow the instructions you received to authorize a proxy to vote your ordinary shares as soon as possible to ensure that your ordinary shares are represented at the Annual Meeting. Any shareholder that decides to attend the Annual Meeting in person may, if so desired, revoke thetheir prior proxy by voting their ordinary shares at the Annual Meeting.
By order of the Board of Directors,

Claire Harries Ogle
Hannah Merritt
Corporate Secretary

London, United Kingdom
June 21, 201616, 2022



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Table of Contents
GENERAL INFORMATION
1
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
6
CORPORATE GOVERNANCE
1012
Corporate Governance Practices
12
2022 Corporate Governance Highlights
13
Corporate Social Responsibility
13
Diversity and Inclusion
14
Corporate Governance Guidelines
14
Code of Business Conduct and Ethics
14
Strong Board Leadership; Independent Lead Director
15
Executive Sessions
15
Independence of the Board
15
Committees of the Board and Meeting Attendance
15
Risk Oversight
19
Board Evaluations
22
Board Refreshment
22
Director Nomination Process and Elections
23
CEO Performance Evaluation Process
23
Management Succession Planning
24
Director Onboarding and Continuing Education
24
Shareholder Engagement
24
Communications with the Board and the Audit Committee
25
Executive Officers
25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
1826
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
1929
AUDIT COMMITTEE REPORT
2231
PROPOSAL NO. 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
2332
PROPOSAL NO. 3 – NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION
34
COMPENSATION DISCUSSION AND ANALYSIS
2535
COMPENSATION AND TALENT COMMITTEE REPORTExecutive Summary
4336
Compensation Design
39
Fiscal 2022 Compensation
41
Compensation Governance
47
Additional Information
51
COMPENSATION AND TALENT COMMITTEE RISK ASSESSMENT
4353
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EXECUTIVE COMPENSATION
4454
Summary Compensation Table
44
Total Compensation
4554
Fiscal 20162022 Grants of Plan-Based Awards
4656
Employment Agreements with Our Named Executive Officers
4757
Outstanding Equity Awards at 20162022 Fiscal Year-End
5060
Option Exercises and Shares Vested During Fiscal 20162022
5161
Fiscal 2022 Non-Qualified Deferred Compensation
61
Potential Payments Upon Termination of Employment or Change in Control
5162
CEO PAY RATIO
70
DIRECTOR COMPENSATION
5971
PROPOSAL NO. 34 – NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATIONAPPROVAL OF CAPRI HOLDINGS LIMITED THIRD AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN
6173
PROPOSALS OF SHAREHOLDERS FOR THE 20172023 ANNUAL MEETING
6287
OTHER MATTERS
6287
ANNUAL REPORT ON FORM 10-K
6288
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
6388
ESG DATA AND RELATED INFORMATION INCLUDED IN THIS PROXY STATEMENT
89
WEBSITES REFERENCED IN THIS PROXY STATEMENT
89
ANNEX A – GAAP TO NON-GAAP RECONCILIATION OF REPORTED TO ADJUSTED MEASURES
A-1
ANNEX B – CAPRI HOLDINGS LIMITED THIRD AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN
B-1
PROXY CARD
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Proxy Statement






MICHAEL KORS HOLDINGS LIMITED
PROXY STATEMENT
20162022 Annual Meeting of Shareholders
Thursday,Wednesday, August 4, 20163, 2022


WHO
Stockholders of record
as of Date June 6, 2022
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DATE
August 3, 2022
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TIME
12:00 p.m. local time
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WHERE
33 Kingsway, London,
United Kingdom WC2B 6UF
GENERAL INFORMATION
This Proxy Statementproxy statement is being provided to solicit proxies on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Michael KorsCapri Holdings Limited (the “Company,” “Michael Kors,“Capri Holdings,” “we”“we,” “our” or “us”) for use at the 20162022 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday,Wednesday, August 4, 2016,3, 2022, at 1:12:00 p.m., local time, at Baker & McKenzie LLP, 100 New Bridge Street,the Company's headquarters, 33 Kingsway, London, 6JA EC4V,United Kingdom WC2B 6UF, and any adjournment or postponement thereof. We expect to first make this Proxy Statementproxy statement available, together with a copy of our Annual Report on Form 10-K for the fiscal year ended April 2, 20162022 (the “2016“2022 Annual Report”), to shareholders on or about June 21, 2016.16, 2022.
Internet Availability of Annual MeetingProxy Materials
We have elected to provide access to our proxy materials over the Internet in accordance with the rules adopted by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders of record as of the close of business on June 1, 20166, 2022 (the “Record Date”). All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed copy of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. You will not receive a printed copy of the proxy materials unless you request one in the manner set forth in the Notice. This permits us to conserve natural resources and reduces our printing costs, while giving shareholders a convenient and efficient way to access our proxy materials and vote their ordinary shares.
We intend to mail the Notice on or about June 21, 201616, 2022 to all shareholders of record entitled to vote at the Annual Meeting as of the close of business on the Record Date. On that same date, we will also mail a printed copy of this Proxy Statement,proxy statement, our 20162022 Annual Report and form of proxy to certain shareholders who had previously requested printed copies.
Who May Vote
Only holders of record of our ordinary shares at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, 176,448,645142,809,426 ordinary shares were issued and outstanding. Each ordinary share is entitled to one vote at the Annual Meeting.


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1 | MICHAEL KORS
2016 Proxy Statement



What Constitutes a Quorum
Shareholders may not take action at the Annual Meeting unless there is a quorum present at the meeting. A meeting of shareholders is duly constituted, and a quorum is present, if, at the commencement of the meeting, there are present in person or by proxy not less than 50% of the votes of the shares entitled to vote on resolutions of shareholders to be considered at the meeting. Abstentions and broker non-votes (as described below) will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes.
Broker Non-Votes and Abstentions
Broker non-votes occurA broker non-vote occurs when brokersa broker holding shares in street name for beneficial owners dodoes not receive instructions from the beneficial ownersowner about how to vote their shares. An abstention occurs when a shareholder withholds such shareholder’s vote by checking the “ABSTAIN” box on the proxy card, or similarly elects to abstain via Internet or telephone voting. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have the discretion to vote such shares on routine matters, including the ratification of the appointment of the independent registered public accounting firm (Proposal No. 2) and such broker non-votes are counted as shares entitled to vote on such proposal. Based on current New York Stock Exchange (“NYSE”) rules, your broker will NOT be able to vote your shares with respect to the election of directors (Proposal No. 1) or, the say on pay vote (Proposal No. 3) or the approval of the Capri Holdings Limited Third Amended and Restated Omnibus Incentive Plan (Proposal No. 4) if you have not provided instructions to your broker. In the absence of voting instructions, broker non-votes will not be counted as entitled to vote on Proposals No. 1, 3 or 3 and will not affect the outcome of these matters,4, assuming a quorum is obtained. We strongly encourage you to provide instructions to your broker to vote your ordinary shares and exercise your right as a shareholder.
An abstention occurs when a shareholder withholds such shareholder’s vote by checking the “ABSTAIN” box on the proxy card, or similarly elects to abstain via Internet or telephone voting. Abstentions are treated as shares that are entitled to vote and will have the same effect as a vote “AGAINST” a proposal.
Vote Required
Proposal No. 1 (Election of Directors): Under applicable British Virgin Islands law and our Amended and Restated Memorandum and Articles of Association (our “Memorandum”), directors are elected by the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote on the proposal that are present at the Annual Meeting and are voted and not abstained, if a quorum is present. Our Memorandum does not provide for cumulative voting. Under our Corporate Governance Guidelines, a director nominee, running uncontested, who receives more “AGAINST” than “FOR” votes is required to tender his or her resignation for consideration by the Governance, Nominating and NominatingCorporate Social Responsibility Committee. See “Corporate Governance—Director Nomination Process and Elections; Board DiversityElections.”
Proposal No. 2 (Auditor Ratification): The ratification of the appointment of Ernst & Young LLP, our proposed independent registered public accounting firm for the fiscal year ending April 1, 20172023 (“Fiscal 2017”2023”), requires the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote on the proposal that are present at the Annual Meeting and are voted and not abstained, if a quorum is present.


2 | MICHAEL KORS
2016 Proxy Statement



Proposal No. 3 (Say on Pay): Our Board of Directors is seeking a non-binding advisory vote regarding the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures contained in this Proxy Statement.proxy statement. Under our Memorandum, the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote on the proposal that are present at the Annual Meeting and are voted and not abstained is required to approve this resolution, (assumingif a quorum is present).present. The vote is non-binding and advisory in nature, but our Compensation and Talent Committee and our Board will take into account the outcome of the vote when considering future executive compensation arrangements, to the extent they can determine the cause or causes of any significant negative voting results.
Proposal No. 4 (Capri Holdings Limited Third Amended and Restated Omnibus Incentive Plan): The affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote on the proposal that are present at the Annual Meeting and are voted is required to approve this resolution, if a quorum is present, pursuant to our Memorandum.
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Proxy Statement
Voting Process and Revocation of Proxies
If you are a shareholder of record, there are three ways toyou may cast your vote by proxy:
By Internet – You can vote over the Internet at www.proxyvote.com by following the instructions in the Notice or, if you received your proxy materials by mail, by following the instructions on the proxy card. You will need to enter your control number, which is a 12-digit number located in a box on your proxy card that is included with your proxy materials. You can also vote by scanning the QR barcode on the Notice or proxy card. We encourage you to vote by Internet even if you received proxy materials in the mail.
By Telephone – You may vote and submit your proxy by calling (800) 690-6903 and providing your control number.
By Mail – If you received your proxy materials by mail or if you requested paper copiesany of the proxy materials, you can vote by mail by marking, dating, signingfollowing ways:

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Internet
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QR Code
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Telephone
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Mail
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In Person
Go to
www.proxyvote.com.
You will need the 16-digit control number included in your proxy card or Notice.
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Scan the QR code included on your proxy card or Notice. You will need the 16-digit control number.
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Call (800) 690-6903 and provide your 16-digit control number.
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Mark, date, sign and return the proxy card to the address provided in the proxy materials.
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See “Attendance at the Annual Meeting.”
Internet and returning the proxy card in the postage-paid envelope provided with the proxy materials.
Telephone and Internettelephone voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Daylight Time on August 3, 2016.2, 2022. Submitting your proxy by any of these methods will not affect your ability to attend the Annual Meeting in-person and vote at the Annual Meeting.
If your ordinary shares are held in “street name,” meaning you are a beneficial owner with your shares held through a bank or brokerage firm, you will receive voting instructions from your bank or brokerage firm. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting will also be offered to shareholders owning shares through certain banks and brokers.
The Company will retain an independent tabulator to receive and tabulate the proxies.
If you submit proxy voting instructions and direct how your shares will be voted, the individuals named as proxies will vote your shares in the manner you indicate. If you submit proxy voting instructions but do not direct how your shares will be voted, the individuals named as proxies will vote your shares:
“FOR” the election of the threetwo Class II nominees for director (Proposal No. 1);
“FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending April 1, 20172023 (Proposal No. 2); and
“FOR” the compensation of our named executive officers (Proposal No. 3).


3 | MICHAEL KORS
2016 Proxy Statement



“FOR” the approval of the Capri Holdings Limited Third Amended and Restated Omnibus Incentive Plan (Proposal No. 4)
It is not expected that any other matters will be brought before the Annual Meeting. If, however, other matters are properly presented, the individuals named as proxies will vote in accordance with their discretion with respect to such matters.
A shareholder who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:
attending the Annual Meeting and voting in person;in-person at the Annual Meeting,
voting by Internet or telephone (only the last vote cast by each shareholder of record will be counted), provided that the shareholder does so before 11:59 p.m. Eastern Daylight Time on August 3, 2016;2, 2022,
delivering a written notice, at the address given below, bearing a date later than that indicated on the proxy card or the date you voted by Internet or telephone, but prior to the date of the Annual Meeting, stating that the proxy is revoked;revoked, or
signing and delivering a subsequently dated proxy card prior to the vote at the Annual Meeting.
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Proxy Statement
You should send any written notice or new proxy card to Michael KorsCapri Holdings Limited, Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. If you are a registered holdershareholder of record you may request a new proxy card by calling the Company at its principal executive office in London at (44) 207 632 8600.
Any shareholder owning shares in street name may change or revoke previously given voting instructions by contacting the bank or brokerage firm holding the ordinary shares or by obtaining a legal proxy from such bank or brokerage firm and voting in person at the Annual Meeting.
Your last vote, prior to or at the Annual Meeting, is the vote that will be counted.
Attendance at the Annual Meeting
We intend to hold the Annual Meeting in person. Only shareholders or their legal proxy holders are invited to attend the Annual Meeting. To be admitted to the Annual Meeting, you will need a form of photo identification (such as a driver’s license or passport), and if you hold your ordinary shares in street name you must also bring valid proof of ownership of your ordinary shares or a valid legal proxy. If you are a shareholder of record, you will be admitted to the meetingAnnual Meeting only if we are able to verify your shareholder status by checking your name against the list of registered shareholders on the Record Date. If you hold your ordinary shares in street name through a bank or brokerage firm, a brokerage statement or a letter from a bank or broker reflecting your ownership as of the Record Date or a letter from a bank or broker is sufficient proof of ownership to be admitted to the meeting.Annual Meeting.
No cameras, recording equipment, electronic devices or large bags, briefcases or packages will be permitted in the Annual Meeting. Attendees may be asked to pass through security prior to entering the Annual Meeting.
The Company encourages members of its Board of Directors to attend the Annual Meeting. Representatives of Ernst & Young LLP, the Company’s independent registered public accounting firm, may also attend the Annual Meeting along with certainCertain members of management of the Company and outside counsel.Company advisors may also attend the Annual Meeting.


4 | MICHAEL KORS
2016 Proxy Statement



We are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials and federal, state and local governments may issue in light of COVID-19. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described above) or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). If we take this step, we will announce the decision to do so in advance by issuing a press release and filing such press release as definitive additional soliciting material with the SEC.
Electronic Delivery of Proxy Materials and Annual Report
The Noticenotice of the Annual Meeting and Proxy Statementproxy statement and the 20162022 Annual Report are available at www.proxyvote.com. In the future, instead of receiving copies of the Notice andof Internet Availability of Proxy StatementMaterials or proxy statement and the Annual Reportannual report in the mail, shareholders may elect to view the proxy materials for theour annual meetingmeetings on the Internet or to receive proxy materials for theour annual meetingmeetings by e-mail. The
If you are a shareholder of record with ordinary shares registered in your own name, you may enroll in electronic delivery service by contacting American Stock Transfer & Trust Company, our transfer agent, at (800) 937-5449, by following the instructions on their website at www.astfinancial.com, or by following the instructions in your Notice, will provideif you with instructions regarding how to view our proxy materials overcurrently receive one. If you hold your shares in street name through a bank or brokerage firm, check the Internet and how to instruct us to send future proxy materialsinformation provided to you by e-mail. your bank or broker or contact your bank or broker for information on electronic delivery service.
Receiving your proxy materials online permits the Company to conserve natural resources and saves the Company the cost of producing and mailing documents to your home or business, while giving you an automatic link to the proxy voting site.
If you are a shareholder of record with ordinary shares registered in your own name, you may enroll in the electronic delivery service by contacting American Stock Transfer & Trust Company, our transfer agent, at (800) 937-5449, or by following the instructions on their website at www.amstock.com. If you hold your shares in street name through a bank or brokerage firm, check the information provided to you by your bank or broker or contact your bank or broker for information on electronic delivery service.
Householding
The SEC permits companies to send a single Notice, and for those shareholders that elect to receive a paper copy of proxy materials in the mail, one copy of this Proxy Statement,proxy statement, together with our 20162022 Annual Report, to any household at which two or more shareholders reside, unless contrary instructions have been received, but only if we provide advance notice and follow certain procedures. This “householding” process reduces the volume of duplicate information and reduces printing and mailing expenses. If you are a shareholder of record with ordinary shares registered in your own name
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Proxy Statement
and you are interested in consenting to the delivery of a single notice or proxy statement and annual report to your household, you may do so by contacting American Stock Transfer & Trust Company, our transfer agent, at (800) 937-5449, or by following the instructions on their website at www.astfinancial.comwww.amstock.com. If your familyhousehold has multiple accounts holding our ordinary shares in street name, you may have already received a householding notification from your broker. Please contact your broker directly if you hold your shares in street name and have any questions concerning the householding process or require additional copies of the Notice, the 20162022 Annual Report or this Proxy Statement.proxy statement. The broker will arrange for delivery of a single set of materials (if requested) or a separate copy of the Notice, and, if so requested, a separate copy of these proxy materials promptly upon your written or verbal request. You may decide at any time to revoke your decision to receive a single copy of the proxy materials for your household, and thereby receive multiple copies of the proxy materials by contacting our transfer agent, if you are a record holder, or your broker, if you hold your ordinary shares in street name.
Solicitation of Proxies
We will pay the cost of soliciting proxies for the Annual Meeting. We will reimburse brokers, fiduciaries, custodians and other nominees for their costs in forwarding proxy materials to beneficial owners of our ordinary shares. Solicitation may be undertaken by written or electronic mail, telephone, personal contact, facsimile or other similar means by our directors, officers and employees without additional compensation.



5 | MICHAEL KORSCAPRI HOLDINGS
​2016 Proxy Statement​
5

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PROPOSAL NO. 1
ELECTION OF DIRECTORSElection of Directors
Board Composition
Our Board of Directors consists of eight members. Our Memorandum provides that our Board of Directors must be composed of between one and twelve members. The number of directors is determined from time to time by a resolution of the directors.
John D. Idol, our Chief Executive Officer, serves as the Chairman of our Board of Directors. He has primary responsibility for providing leadership and guidance to our Board and for managing the affairs of our Board. We have appointed Michael Kors as the Honorary Chairman of our Board because he is our founder and the namesake behind our brand. Mr. Kors participates in board meetings and deliberations in his capacity as a director.
Our Board of Directors is divided into three classes. Pursuant to our Memorandum, our directors are appointed at the annual meeting of shareholders for a period of three years, with each director serving until the third annual meeting of shareholders following his or her election. Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of shareholders in the year of such expiration. Any additional directorships resulting from an increase in the number of directors or a vacancy will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors.
Michael Kors, Judy Gibbons and Jane Thompson are Class II directors and their term will expire on the date of the upcoming Annual Meeting. Accordingly, we are nominating Mr. Kors, Ms. Gibbons and Ms. Thompson for re-election at the Annual Meeting. If elected, each of them will serve as a Class II directorsdirector until our annual meeting of shareholders in 20192025 and until the election and qualification of their respective successors in office.
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PROPOSAL ONE
The following table lists each of our directors their respective ages and positions and the class in which they serve as of the date of this Proxy Statement:proxy statement. All of our directors are independent except Mr. Idol.
Name
​​
Age
​​
Director
Tenure
(Years)*
​​
Principal Occupation
​​
Other
Public
Company
Boards
​​
Class
​​
Term Expiring
​​
Committee
Membership
John D. Idol
​​
63
​​
10.5
​​
Chairman and Chief Executive Officer of Capri Holdings Limited
​​
0
​​
III
​​
2023
​​
None
Marilyn Crouther
​​
56
​​
1.0
​​
Chief Executive Officer and Principal of Crouther Consulting, LLC
​​
1
​​
I
​​
2024
​​
Audit; Compensation and Talent
Robin Freestone
​​
63
​​
5.5
​​
Retired chief financial officer
​​
3
​​
III
​​
2023
​​
Audit (Chair); Compensation and Talent
Judy Gibbons
​​
65
​​
9.5
​​
Retired technology executive
​​
0
​​
II
​​
2025 (nominated for re-election)
​​
Governance, Nominating and Corporate Social Responsibility (Chair); Audit
Ann Korologos
​​
80
​​
9
​​
Former U.S. Secretary of Labor; Chairman Emeritus of The Aspen Institute
​​
0
​​
III
​​
2023
​​
Compensation and Talent; Governance, Nominating and Corporate Social Responsibility
Stephen F. Reitman
​​
74
​​
10.5
​​
President and Chief Executive Officer of Reitmans (Canada) Limited
​​
1
​​
I
​​
2024
​​
Audit; Governance, Nominating and Corporate Social Responsibility
Jane Thompson
​​
50
​​
7.0
​​
Co-founder and director of The Fusion Labs
​​
0
​​
II
​​
2025 (nominated for re-election)
​​
Audit; Compensation and Talent
Jean Tomlin OBE
​​
67
​​
9
​​
Founder and Chief Executive Officer of Chanzo Ltd.
​​
0
​​
I
​​
2024
​​
Compensation and Talent (Chair); Governance, Nominating and Corporate Social Responsibility
Average Age
​​
64.8
​​
​​
​​
​​
​​
​​
Average Tenure
​​
 
​​
7.8
​​
 
​​
 
​​
 
​​
 
​​
 
*
Commencing with our initial public offering (the “IPO”) in December 2011.
Board Diversity
The Board of Directors seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. We do not have a formal policy on diversity, but the Governance, Nominating and Corporate Social Responsibility Committee and the Board will assess an individual’s independence, diversity, age, skills and experience in the context of the needs of the Board. We are proud of the diverse backgrounds that characterize our Board of Directors, including that more than half of our directors are women, and one-quarter of our directors are persons of color. We believe that our diversity provides significant benefits to us.
GENDER
​​
ETHNICITY
​​
GENERATION
​​
​​

​​

​​


Name Age Position ClassTerm Expiring
Michael Kors 56 Honorary Chairman, Chief Creative Officer & Director II2016 Nominated for re-election
John D. Idol 57 Chairman, Chief Executive Officer & Director III2017
M. William Benedetto 75 Director I2018
Judy Gibbons 59 Director II2016 Nominated for re-election
Ann McLaughlin Korologos 74 Director III2017
Stephen F. Reitman 68 Director I2018
Jane Thompson 44 Director II2016 Nominated for re-election
Jean Tomlin 61 Director I2018
CAPRI HOLDINGS
​​
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PROPOSAL ONE
Director NomineesSkills and Experiences
Our Board represents a broad and diverse set of skills, qualifications and experiences that we believe are particularly valuable to the effective oversight of our Company and the execution of our strategy. The below matrix highlights the depth and breadth of skills on our Board.


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PROPOSAL ONE
Class II Director Nominees for Election at the 20162022 Annual Meeting
Set forth below
Judy Gibbons



​​
Title: Retired technology executive
|
Age: 65
|
Director Since: 2012
​
Qualifications:
Over 35 years of experience as a business leader in technology sector with strong strategic and operational knowledge of digital media, e-commerce and technology

Experience:
Ms. Gibbons joined our Board in November 2012. She was employed by Accel Partners in Europe as a venture partner and board member, focusing primarily on early stage equity investments across mobile applications, digital advertising, e-commerce and social media from 2005 until 2010. Prior to joining Accel Partners, Ms. Gibbons was Corporate Vice President at Microsoft where she spent ten years in international leadership roles in the company’s Internet division. Previously, she has held senior positions at Apple Inc. and Hewlett Packard. Ms. Gibbons currently serves as Chairman of Which? Limited and Wonderbly. She previously served as a director of Guardian Media Group plc and Hammerson plc.
Jane Thompson



​​
Title: Co-founder and director of
The Fusion Labs
|
Age: 50
|
Director Since: 2015
​
Qualifications:
More than 20 years of experience in e-commerce, digital marketing and technology with expertise in customer relationship management (CRM)

Experience:
Ms. Thompson joined our Board in January 2015. Since 2011, she has served as Co-Founder and Director of The Fusion Labs, a UK-based digital marketing and e-commerce company, which operates a network of niche e-commerce sites. From 2007 to 2009, Ms. Thompson was Managing Director, International at IAC/InterActiveCorp, a leading interactive media and Internet company, and from 2003 to 2007, she held various senior roles at Match.com LLC, including as Senior Vice President and General Manager, North America. She also previously worked as a management consultant at Bain & Company in London. Ms. Thompson is an active investor in digital businesses as well as a director of a number of private companies, including Listcorp.com, Stitch.net, Lightsense Technologies Ltd. and IVC Evidensia. She holds a MBA from the Wharton School of the University of Pennsylvania.
Vote Required and Board Recommendation
If a quorum is present, directors are elected by the affirmative vote of a brief biographysimple majority of eachthe votes of our Class II directors being nominated for electionthe ordinary shares entitled to vote on the proposal that are present at the Annual Meeting:


6 | MICHAEL KORS
2016 Proxy Statement



Michael KorsMeeting and are voted and not abstained. Ordinary shares that constitute broker non-votes are not considered entitled to vote on Proposal No. 1 and will not affect the outcome of this matter, assuming a quorum is Chief Creative Officer, Honorary Chairman and a director ofpresent. Abstentions will have the Company. Mr. Kors studied fashion design at the Fashion Institute of Technology in Manhattan and in 1981 created what has become an enduring and iconic luxury lifestyle empire with a distinctive point of view and global reach. He held his first runway show in 1984 for the Michael Kors fall collection and he has successfully built our Company into a global luxury lifestyle brand. Mr. Kors has been the recipient of numerous industry awards, including the CFDA Womenswear Designer of the Year in 1999 and Menswear Designer of the Year in 2003. Amongst his other accolades, Mr. Kors has also been awarded The Accessories Council ACE Award for Designer of the Year in 2006 and Fashion Group International’s Star Honoree at its annual Night of Stars Awards in 2009. In 2010, the CFDA acknowledged Mr. Kors with their most prestigious honor, the Lifetime Achievement Award. He also received the Award of Courage from the American Foundation for AIDS Research (amfAR) in 2011. In addition to all of these accomplishments, from 1998 to 2004 Mr. Kors also served as creative director of Celine, the French luxury brand.
Mr. Kors is a renowned, award winning designer and is instrumental in defining our brand and designing our collections. His unique role as our founder, Chief Creative Officer and the namesake behind our brand provides our Board of Directors with valuable leadership and insight into our design, marketing and publicity strategy. We believe that these factors taken together with Mr. Kors’ 35 years of experience in the fashion industry make him uniquely qualified to servesame effect as a member of our Board of Directors.
Judy Gibbons has been a director of the Company since November 2012. She serves as a member of our Audit Committee and our Governance and Nominating Committee. From 2005 until 2010, Ms. Gibbons was employed by Accel Partners in Europe as a venture partner and board member, focusing primarily on early stage equity investments across mobile applications, digital advertising, e-commerce and social media. Prior to joining Accel Partners, Ms. Gibbons was Corporate Vice President at Microsoft where she spent ten years in international leadership roles in the company’s Internet division. Previously she has held senior positions at Apple Inc. and Hewlett Packard. Ms. Gibbons currently serves as a non-executive director of Hammerson plc and Guardian Media Group plc. She is also a director of Virgin Money Giving, a not-for-profit company within the Virgin Group.
Ms. Gibbons has over 25 years’ experience in software, Internet, digital media, e-commerce and mobile technologies. We believe that her experience as a business leader and her strategic and operational knowledge of digital media, e-commerce and technology is beneficial as we continue to digitize our brand and qualifies Ms. Gibbons to serve as a member of our Board of Directors.
Jane Thompson has been a director of the Company since January 2015. She serves as a member of our Audit Committee, Compensation and Talent Committee and Governance and Nominating Committee. Ms. Thompson is currently Co-Founder and Director of The Fusion Labs, a UK-based digital marketing and e-commerce company, which operates a network of niche e-commerce sites. From 2007 to 2009, Ms. Thompson was Managing Director, International at IAC/InterActiveCorp, a leading interactive media and Internet company, and from 2003 to 2007, she held various senior roles at Match.com LLC, including as Senior Vice President and General Manager, North America. She also previously worked as a management consultant at Bain & Company in London. Ms. Thompson currently serves as a non-executive director of Pure Gym Ltd. and as a director of Listcorp.com. She holds a MBA from the Wharton School of the University of Pennsylvania.
Ms. Thompson has over 10 years’ experience in e-commerce, digital marketing and technology. Her expertise in these areas, particularly as it relates to customer relationship management (CRM), provides the Board invaluable insights and qualifies Ms. Thompson to serve as a member of our Board of Directors.


7 | MICHAEL KORS
2016 Proxy Statement



vote “AGAINST” this proposal.
Our Board of Directors has no reason to believe that any of the nominees listed above would be unable to serve as a director of the Company. If, however, any nominee were to become unable to serve as a director, the proxy holders will have discretionary authority to vote for a substitute nominee.
Vote Required and Board Recommendation
If a quorum is present, directors are elected by the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote that are present at the Annual Meeting and voted. Ordinary shares that constitute broker non-votes are not considered entitled to vote on Proposal No. 1 and will not affect the outcome of this matter, assuming a quorum is obtained. Abstentions will have the same effect as a vote “AGAINST” this proposal.
Our Board of Directors unanimously recommends a vote “FOR” the election of the threetwo Class II director nominees named above. Unless contrary voting instructions are provided, the persons named as proxies will vote “FOR” the election of Michael Kors, Judy Gibbons and Jane Thompson to hold office as directors until the 20192025 annual meeting of shareholders and until the election and qualification of their respective successors in office.
CAPRI HOLDINGS
​​
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PROPOSAL ONE
Continuing Directors
Class III Directors for Election at the 20172023 Annual Meeting
John D. Idol
Chairman



​​
Title: Chairman and Chief Executive Officer of Capri Holdings Limited
|
Age: 63
|
Director Since: 2003
​
Qualifications:
CEO for almost 20 years with intimate knowledge of our business operations and strategy; more than 30 years of experience in the retail industry with extensive knowledge of sales and marketing, product development, operations, finance and strategy; and prior public company board and CEO experience

Experience:
Mr. Idol has been our Chief Executive Officer and a director since December 2003. In September 2011, he was appointed Chairman of the Board. Previously, from July 2001 until July 2003, Mr. Idol served as Chairman and Chief Executive Officer and a director of Kasper ASL, Ltd., whose lines included the Anne Klein brand. Prior to that, from July 1997 until July 2001, Mr. Idol served as Chief Executive Officer and a director of Donna Karan International Inc. Mr. Idol also served as Ralph Lauren’s Group President and Chief Operating Officer of Product Licensing, Home Collection and Men’s Collection from 1994 until 1997.
John D. Idol has been the Chairman of the Board of Directors of the Company since September 2011 and the Chief Executive Officer and a director since December 2003. Previously, from July 2001 until July 2003, Mr. Idol served as Chairman and Chief Executive Officer and a director of Kasper ASL, Ltd., whose lines included the Anne Klein brand. Prior to that, from July 1997 until July 2001, Mr. Idol served as Chief Executive Officer and a director of Donna Karan International Inc. Prior thereto, from 1994 until 1997, Mr. Idol served as Ralph Lauren’s Group President and Chief Operating Officer of Product Licensing, Home Collection and Men’s Collection.
Robin Freestone



​​
Title: Retired chief financial officer
|
Age: 63
|
Director Since: 2016
​
Qualifications:
Esteemed FTSE 100 executive with significant experience across a broad array of international businesses, including as chief financial officer

Experience:
Mr. Freestone joined our Board in November 2016. He was Chief Financial Officer of Pearson Plc, from 2006 through August 2015, having previously served as Deputy Chief Financial Officer since 2004. Prior to that, he held a number of senior financial positions at Amersham plc from 2000 to 2004, Henkel Chemicals UK Ltd from 1995 to 2000 and ICI/Zeneca Agrochemicals Ltd (now Syngenta) from 1985 to 1995. He began his financial and accounting career at Touche Ross (now Deloitte). Mr. Freestone also serves as a non-executive director of Smith and Nephew plc and Aston Martin Lagonda, and as Chairman of the Board of moneysupermarket.com.
As our Chief Executive Officer for almost 13 years, Mr. Idol has intimate knowledge of our business operations and strategy. Mr. Idol also has extensive knowledge of sales and marketing, product development, operations, finance and strategy based on his more than 30 years’ experience in the retail industry. We believe that these factors taken together with Mr. Idol’s prior experience as Chairman and Chief Executive Officer of a public-company make him an invaluable member of our Board of Directors.
Ann McLaughlin Korologos has been a director of the Company since March 2013. She serves as the Chair of our Governance and Nominating Committee and is a member of our Compensation and Talent Committee. Ms. Korologos is a former U.S. Secretary of Labor. She is Chairman Emeritus of The Aspen Institute, a nonprofit organization, and previously served as the Chairman of the Board of Trustees of the RAND Corporation from April 2004 to April 2009. Ms. Korologos has significant public company board experience and currently serves as a director of Kellogg Company, Host Hotels & Resorts, Inc. and Harman International Industries, Inc.
Ms. Korologos possesses particular knowledge and experience in the areas of international markets, marketing, regulatory and government affairs, policy making and corporate governance. We believe that this knowledge and experience, together with her significant public company board and governance experience, qualifies Ms. Korologos to serve as a member of our Board of Directors.


Ann Korologos



​​
Title: Former U.S. Secretary of Labor; Chairman Emeritus of The Aspen Institute
|
Age: 80
|
Director Since: 2013
​
Qualifications:
Significant knowledge and experience in the areas of international markets, marketing, regulatory and government affairs, policy making and corporate governance; and seasoned public company board member

Experience:
Ms. Korologos joined our Board in March 2013. She is a former U.S. Secretary of Labor. She is Chairman Emeritus of The Aspen Institute, a nonprofit organization, and previously served as the Chairman of the Board of Trustees of the RAND Corporation from April 2004 to April 2009. Ms. Korologos has significant public company board experience. She previously served on the boards of AMR Corporation (and its subsidiary, American Airlines), Kellogg Company, Harman International Industries, Inc., Vulcan Materials Company and Host Hotels & Resorts, Inc., among others.
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8 | MICHAEL KORSPROPOSAL ONE
2016 Proxy Statement



Class I Directors for Election at the 20182024 Annual Meeting
M. William Benedetto has been a director of the Company since December 2011 and Lead Director since July 2014. He serves as the Chair of our Audit Committee and is a member of our Compensation and Talent Committee and Governance and Nominating Committee. Mr. Benedetto is a co-founder and retired chairman emeritus of The Benedetto Gartland Group, a boutique investment bank founded in 1988 that specializes in raising equity capital for private equity firms and providing other investment banking services. From 1983 to 1988, Mr. Benedetto served as executive vice president, director and manager of Dean Witter Reynolds, Inc.’s Investment Banking Division. From 1980 to 1983, Mr. Benedetto served as head of corporate finance for Warburg, Paribas Becker, and previously Mr. Benedetto served as an executive in the financial services industry since 1978. Mr. Benedetto was lead director of Donna Karan International from 1996 to 2001 and chaired its audit and compensation committees. Mr. Benedetto was a member of the board of directors of Georgetown University, as well as the chairman of its board of regents until June 30, 2010, and is currently a director of FidelisCare, a non-for-profit healthcare insurance company.
Marilyn Crouther


​​
Title: Chief Executive Officer and Principal of Crouther Consulting, LLC
|
Age: 56
|
Director Since: 2021
​
Qualifications:
More than 30 years experience delivering transformational technology and IT modernization services and strong background in finance and accounting

Experience:
Ms. Crouther joined our Board in June 2021. Since 2018, she has served as CEO and Principal of Crouther Consulting, LLC, a firm that provides consulting services to IT companies. From 2017 to 2018, Ms. Crouther was senior vice president, general manager at DXC Technology Company. Before that, she was senior vice president and general manager for Hewlett Packard Enterprise, having joined Hewlett Packard in 1989. While at Hewlett Packard, Ms. Crouther served in various senior management positions, including as vice president of finance for the U.S. public sector business and industry controller for its government industry group. Currently, Ms. Crouther also serves as a director of ICF, a Nasdaq-listed global consulting and digital services provider.
Mr. Benedetto has a strong financial background and significant experience as an executive in the financial services industry. We believe that these factors along with his prior public-company board experience (including his prior role as audit committee and compensation committee chairman) qualify Mr. Benedetto to serve as a member of our Board of Directors.
Stephen F. Reitman


​​
Title: President and Chief Executive Officer of Reitmans (Canada) Limited
|
Age: 74
|
Director Since: 2011
​
Qualifications:
Extensive experience as an executive in the retail industry with in-depth industry knowledge and strong retail operations background

Experience:
Mr. Reitman joined our Board in December 2011. He has served on the board of directors and as an officer of Reitmans (Canada) Limited (“Reitmans”), a specialty ladies’ wear retailer based in Canada, since 1984. Since January 2020, he has served as the President and Chief Executive Officer of Reitmans, having previously served as President and Chief Operating Officer.
Jean
Tomlin OBE


​​
Title: Founder and Chief Executive Officer of Chanzo Ltd.
|
Age: 67
|
Director Since: 2013
​
Qualifications:
Extensive management experience in human resources and unique insight into human resources matters

Experience:
Ms. Tomlin joined our Board in March 2013. Since 2016, Ms. Tomlin has been the founder and CEO of Chanzo Ltd., a firm that provides consulting, operational delivery and international recruitment services to major event and sport sectors. She served as Director of Human Resources of the London Organising Committee of the Olympic and Paralympic Games from 2006 through the end of March 2013. Previously, she was the Director of Human Resources of Marks & Spencer plc, a major British retailer. Ms. Tomlin also spent 15 years at Prudential plc and nine years at Ford Motor Company in the UK in various human resources management positions. Currently, Ms. Tomlin also serves as a director of Holdingham Group Limited, a privately owned management consultancy business, and she previously served as a director of J. Sainsbury plc, the UK’s third-largest food retailer and grocery store operator.
Stephen F. Reitman has been a director of the Company since December 2011. He serves as a member of our Audit Committee and Governance and Nominating Committee. Since June 2010, Mr. Reitman has been President of Reitmans (Canada) Limited, a specialty ladies’ wear retailer based in Canada, having previously served as Executive Vice President and Chief Operating Officer since 1984. Mr. Reitman currently serves on the board of directors of Reitmans and Simone Perele Canada Ltd., a wholly owned subsidiary of Simone Perele S.A.
Mr. Reitman has strong retail operations experience and extensive experience as an executive in the retail industry. We believe that Mr. Reitman’s in-depth knowledge of our industry qualifies him to serve as a member of our Board of Directors.
Jean Tomlin has been a director of the Company since March 2013. She serves as the Chair of our Compensation and Talent Committee and is a member of our Governance and Nominating Committee. From 2006 through the end of March 2013, Ms. Tomlin served as Director of Human Resources of the London Organising Committee of the Olympic and Paralympic Games. Previously, she was the Director of Human Resources of Marks & Spencer plc, a major British retailer. Ms. Tomlin also spent 15 years at Prudential plc and nine years at Ford Motor Company in the UK in various human resources management positions. Currently, Ms. Tomlin also serves as a director of J. Sainsbury plc, the UK’s third-largest food retailer and grocery store operator.
Ms. Tomlin has extensive management experience in human resources. We believe that her unique insight into human resources matters is instrumental as we continue to expand our organization internationally and qualifies Ms. Tomlin to serve as a member of our Board of Directors.



CAPRI HOLDINGS
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Corporate
Governance
Corporate Governance Practices
We are committed to strong corporate governance practices as demonstrated by the following policies and practices:
Independence
​​
Accountability
​​
Alignment with
Shareholders
​​
Board Practices
​​
Corporate Social
Responsibility
All non-employee
directors are independent
9 | MICHAEL KORSIndependent directors
meet regularly in
executive session
2016 Proxy Statement
Fully independent Board
committees
Majority voting in
uncontested elections
Advisory vote on
compensation held annually
Incentive compensation for
executives subject to our
Clawback Policy
Executive compensation
program emphasizes pay for
performance
Robust share ownership
guidelines for executive
officers and directors
Shareholder engagement
No hedging our stock
Strong lead
independent director
Comprehensive governance
framework including
Corporate Governance
Guidelines and Code of
Business Conduct and Ethics
Board oversight of risk
management
Annual board and
committee evaluations
Succession planning for
Board, CEO and other
members of senior
management
Global strategy to achieve
significant, measurable goals
across a range of important
environmental and social
sustainability issues
Commitment to fostering an
inclusive environment where
employees and customers of
diverse backgrounds are
respected, valued and
celebrated
Through our Code of
Conduct for Business
Partners and Factory Social
Compliance Program, we
partner with our suppliers on
important human rights,
health and safety,
environmental and
compliance issues
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Corporate Governance
2022 Corporate Governance Highlights
During Fiscal 2022, we continued to demonstrate our commitment to corporate governance best practices and corporate social responsibility:
​​
Corporate Governance
​​
​​
Corporate Social Responsibility
•
​​
As part of our Board refreshment program, one independent director retired and one independent director was added who is a diverse woman
​​
•
​​
We reported during Fiscal 2022 that we reduced our Scope 1 and Scope 2 greenhouse gas emissions by 26% in Fiscal 2021 from our Fiscal 2019 baseline
•
​​
We have had gender parity on our Board since April 2019, and in Fiscal 2022 we had more women than men on our Board (62.5%)
​​
•
​​
We reaffirmed our commitment to reach 100% renewable energy in our global direct operations by joining RE100
•
​​
We increased the number of persons of color on our Board from one to two (25%)
​​
•
​​
During Fiscal 2022, we reported that in Fiscal 2021 85% of the leather sourced by our brands came from Leather Working Group Gold and Silver certified tanneries, and we continued to explore innovative, environmentally responsible materials, including through our investment in Desserto® – an advanced, cactus-based material that is a sustainable, low-impact option for accessories and footwear
•
​​
We lowered the average age of our independent directors from 66.9 in Fiscal 2021 to 64.8 in Fiscal 2022
​​
•
​​
We received 90/100 on the Human Rights Campaign's 2022 Corporate Equality Index, earning our company a Best Place to Work for LGBTQ+ Equality designation
•
​​
We appointed a new independent Lead Director in Fiscal 2022, and 7 out of 8 directors continued to be independent
​​
•
​​
We continued to support the places we live and work through our aid of long-standing philanthropic partners of our brands, including the United Nations World Food Programme
Corporate Social Responsibility
We know that the success of our Company is directly linked to the sustainability of the world around us. In April 2020, we shared Capri’s group-wide, global corporate social responsibility (CSR) strategy, set around the environmental and social sustainability opportunities and challenges most important to our company and its stakeholders. Within each of our strategy’s foundational pillars are key CSR focus areas that guide our work in support of the United Nations Sustainable Development Goals (SDGs).
​​
​​
​​
​​
​​
​​
​​
​​
THREE
STRATEGIC
PILLARS
​​
​​


​​
​​


​​
​​


​​
​​
OUR WORLD
​​
​​
OUR COMMUNITY
​​
​​
OUR PHILANTHROPY
​​
SIXTEEN
AREAS OF
FOCUS
​​
​​
Climate Change, Energy & Emissions
Supply Chain Traceability &
Compliance
Better Leather
Responsible Sourcing &
Sustainable Materials
Sustainable Packaging & Reducing
Waste
Responsible Water Use &
Chemical Management
​​
​​
Combatting Injustice & Advancing
Equality
The Capri Holdings Foundation for the
Advancement of Diversity in Fashion
Diversity & Inclusion
Workplace Safety, Health & Well-being
Learning & Development
Supply Chain Empowerment
​​
​​
Community
Outreach & Support
Michael Kors’ Fight Against
Hunger & Kors Cares
The Jimmy Choo Foundation &
Women for Women
International
The Versace Foundation & LGBTQIA+
​​
NINE
PRIORITY
SDGS
​​
​​


​​
​​


​​
​​


CAPRI HOLDINGS
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Corporate Governance
Our key sustainability goals, our plans for getting there, and an update on the progress we have made can be found in our annual CSR report located at www.capriholdings.com/responsibility.
Diversity and Inclusion
Diversity and inclusion are embedded in our DNA. We work to foster an inclusive environment where employees and customers of diverse backgrounds are respected, valued and celebrated. We are proud of our commitment to diversity, equality and inclusion, and intend to continue to advance these principles through meaningful short and long term actions across the globe. We have a Head of Diversity and Inclusion and a Global Diversity and Inclusion Council, comprised of leaders across our brands focused on bringing Capri’s diversity and inclusion strategy to life. Our commitment to diversity and inclusion is supported by three pillars:
Capri Culture - Our commitment to diversity extends beyond representation. We are building an inclusive space where we aim for all employees to have the opportunity to realize their full potential and excel, while contributing to our success in a meaningful way.
Capri Talent - Differences in ideas and experiences allow our Company to thrive. We are attracting, advancing and advocating for a workforce that reflects the diversity of the world around us.
Capri Community - Through diversity and inclusion comes understanding and strength. Our responsibility to promote equality is not just to those who work with us, but to our industry, the customers we serve and the communities around us.
Through The Capri Holdings Foundation for the Advancement of Diversity in Fashion, we are driving diversity, inclusion and equality throughout the fashion industry by working collaboratively with colleges and high schools to create meaningful opportunities in fashion for underrepresented communities. In Fiscal 2022, the Foundation announced an expansive new scholarship program in partnership with the Fashion Institute of Technology (FIT), Howard University, PENSOLE Academy and Central Saint Martins – University of the Arts London. Over the next four years, the Foundation will fund scholarships for nearly 100 students from historically underrepresented communities pursuing degrees in fashion and merchandising across these four educational institutions.
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines, which are available on the Investor Relations page of our website at www.capriholdings.comwww.michaelkors.com and in print to any shareholder who requests a copy from our Corporate Secretary. The Corporate Governance Guidelines set forth our corporate governance principles andprinciples. These guidelines reflect the governance rules of NYSE listed companies. These Corporate Governance GuidelinesNYSE-listed companies, and address, among other governance matters, Board composition and responsibilities, committees, director compensation, Board and committee self-appraisals, CEO compensation and executive succession planning.
Code of Business Conduct and Ethics
We have a Code of Business Conduct and Ethics, which is applicable to all of our directors, executive officers and employees, including our CEO and CFO. A copy of our Code of Business Conduct and Ethics is available on the Investor Relations page of our website at www.capriholdings.comwww.michaelkors.com and in print to any shareholder who requests a copy from our Corporate Secretary. Our Code of Business Conduct and Ethics reflects our commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all of our directors, executive officers and employees are expected to comply. We proactively promote ethical behavior and encourage our directors, executive officers and employees to report violations of the Code of Business Conduct and Ethics, unethical behavior or other concerns either directly to a supervisor, the Human Resources Department or the Legal Department or through an anonymous toll-free telephone hotline.
We also expect all of our employees (including our executive officers) and our directors to promptly report any potential relationships, actions or transactions, including those involving immediate family members, that reasonably could be expected to give rise to a conflict of interest to theour General Counsel, Chief Human ResourcesPeople Officer and Head of Internal Audit, in the case of potential conflicts involving an executive officer or director, or to the employee’s supervisor or to a representative of our Human Resources Department, in the case of potential conflicts involving any other employee. If we amend or waive the Code of Business Conduct and Ethics with respect to any of our directors or our CEO or CFO, we will promptly disclose such amendment or waiver as required by applicable law and the NYSE.
Independence of Board
A majority ofNYSE, and we will post such amendment or waiver on our directors and each member of our Audit Committee, Compensation and Talent Committee and Governance and Nominating Committee are required to be “independent” within the meaning of the NYSE listing standards and the guidelines for director independence set forth in our Corporate Governance Guidelines. The Governance and Nominating Committee reviews the independence of all members of the Board for purposes of determining which Board members are deemed independent and which are not. The Governance and Nominating Committee and our Board of Directors affirmatively determined that M. William Benedetto, Judy Gibbons, Ann McLaughlin Korologos, Stephen F. Reitman, Jane Thompson and Jean Tomlin are each independent.website referenced above.


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10 | MICHAEL KORSCorporate Governance
2016 Proxy Statement



Committees of theStrong Board
Our Board of Directors has three standing committees: an Audit Committee, a Compensation and Talent Committee and a Governance and Nominating Committee. The following table sets forth the members of each committee during Fiscal 2016:
Audit CommitteeCompensation and Talent CommitteeGovernance and Nominating Committee
M. William Benedetto  L
 
Judy Gibbons
 
Ann McLaughlin Korologos
 
Stephen F. Reitman
 
Jane Thompson
 
 
Jean Tomlin

Chairperson Member Financial Expert Leadership; Independent Lead Director L

Audit Committee
The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to: (i) the accounting and financial reporting processes of the Company and the related internal controls, including the integrity of the financial statements and other financial information of the Company; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the independent auditor’s qualifications and independence; (iv) the audit of the Company’s financial statements; (v) the performance of the Company’s internal audit function and the independent auditor; and (vi) such other matters mandated by applicable law or NYSE rules.
In carrying out these responsibilities, the Audit Committee, among other things:
Selects, determines compensation, evaluates and, where appropriate, replaces the independent auditor;
Approves all audit engagement fees and terms and all non-audit engagements with the independent auditor;
Evaluates annually the performance of the independent auditor and the lead audit partner;
Reviews annual audited and quarterly unaudited financial statements with management and the independent auditor;
Reviews reports and recommendations of the independent auditor;
Reviews the scope and plan of work to be done by the internal audit group and annually reviews the performance of the internal audit group and the appointment, replacement and compensation of the person responsible for the Company’s internal audit function;
Reviews management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the independent auditor’s related attestation;
Oversees the Company’s risk assessment and risk management policies, procedures and practices;
Establishes procedures for receiving and responding to complaints regarding accounting, internal accounting controls or auditing matters;
Reviews, and if appropriate, approves related person transactions; and


11 | MICHAEL KORS
2016 Proxy Statement



Evaluates its own performance annually and reports regularly to the Board.
A complete copy of the Audit Committee Charter is available on the Investor Relations page of our website at www.michaelkors.com.
The Board of Directors has determined that each member of the Audit Committee satisfies the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the NYSE rules, and that each member of the Audit Committee is financially literate. Furthermore, the Board of Directors has determined that Mr. Benedetto qualifies as an “audit committee financial expert” under the rules of the SEC implementing Section 407 of the Sarbanes-Oxley Act of 2002.
Compensation and Talent Committee
The Compensation and Talent Committee has direct responsibility for the compensation of the Company’s executive officers, including the CEO, and for incentive compensation and equity-based plans.
In carrying out these responsibilities, the Compensation and Talent Committee, among other things:
Reviews the Company’s compensation strategy to ensure it is appropriate;
Reviews and approves the corporate goals and objectives of the Company’s Chief Creative Officer and CEO, evaluates the performance of these executives in light of those goals and objectives and, either as a committee or together with the other independent directors (as directed by the Board), determines and approves their compensation level, perquisites and other benefits based on this evaluation;
Recommends and sets appropriate compensation levels for the Company’s named executive officers;
Evaluates the potential risks associated with the Company’s compensation policies and practices;
Reviews, evaluates and makes recommendations to the Board with respect to incentive compensation plans, equity-based plans and director compensation, and is primarily responsible for setting performance targets under annual bonus and long-term incentive compensation plans and certifying the achievement level of any such performance targets;
Reviews our annual equity share usage rate and aggregate long-term incentive grant value on a regular basis to ensure that the dilutive and earnings impact of equity compensation remains appropriate, affordable and competitive;
Retains (or terminates) consultants to assist in the evaluation of director and executive officer compensation; and
Evaluates its own performance annually and reports regularly to the Board.
A complete copy of the Compensation and Talent Committee Charter is available on the Investor Relations page of our website at www.michaelkors.com.
No person who served as a member of our Compensation and Talent Committee during Fiscal 2016 has served as one of our officers or employees or has any relationship requiring disclosure under Item 404 of Regulation S-K (“Regulation S-K”) of the Securities Act of 1933, as amended (the “Securities Act”). None of our executive officers serves as a member of the board of directors or as a member of a compensation committee of any other company that has an executive officer serving as a member of our Board or our Compensation and Talent Committee.


12 | MICHAEL KORS
2016 Proxy Statement



Governance and Nominating Committee
The purpose of the Governance and Nominating Committee is to perform, or assist the Board in performing, the duties of the Board relating to: (i) identification and nomination of directors; (ii) areas of corporate governance; (iii) succession planning for the CEO and other members of senior management; (iv) annual performance evaluations of the Board and the committees of the Board; and (v) the other duties and responsibilities set forth in its charter.
In carrying out these responsibilities, the Governance and Nominating Committee, among other things:
Reviews Board and committee composition and size;
Identifies candidates qualified to serve as directors;
Assists the Board in determining whether individual directors have material relationships with the Company that may interfere with their independence;
Establishes procedures for the Governance and Nominating Committee to exercise oversight of the evaluation of senior management;
Reviews and discusses management succession and makes recommendations to the Board with respect to potential successors to the CEO and other members of senior management;
Reviews and assesses the adequacy of the Company’s Corporate Governance Guidelines;
Reviews policies and practices of the Company and monitors compliance in the areas of corporate governance; and
Evaluates its own performance annually and reports regularly to the Board.
A complete copy of the Governance and Nominating Committee Charter is available on the Investor Relations page of our website at www.michaelkors.com.
Board and Committee Meeting Attendance
Our Board of Directors held four meetings and each of the Audit Committee and the Governance and Nominating Committee held four meetings in Fiscal 2016. The Compensation and Talent Committee held five meetings in Fiscal 2016. During Fiscal 2016, each of our directors attended at least 75% of the total number of meetings of our Board of Directors and all of the committees of our Board of Directors on which such director served during the fiscal year. All of our non-employee directors are invited to attend all committee meetings. The Board of Directors and its committees also act from time to time by written consent in lieu of meetings. Directors are encouraged (but not required) to attend our annual meeting of shareholders. John D. Idol, M. William Benedetto, Judy Gibbons, Ann McLaughlin Korologos, Stephen F. Reitman, Jane Thompson and Jean Tomlin attended our annual meeting of shareholders held in 2015.
Executive Sessions
Pursuant to our Corporate Governance Guidelines, the Board is required to meet at least quarterly in executive session without management directors or any members of management, whether or not they are directors, present. Our Lead Director, M. William Benedetto, presides over executive sessions of the Board of Directors.


13 | MICHAEL KORS
2016 Proxy Statement



Special Committee
On July 30, 2015, the Board of Directors formed a Special Committee to explore the previously announced acquisition of Michael Kors (HK) Limited and its subsidiaries, our exclusive licensee for retail and wholesale operations in China, Hong Kong, Macau and Taiwan. See “Certain Relationships and Related Party Transactions—Michael Kors Far East Holdings Limited.”The Special Committee was comprised of Mr. Benedetto, Ms. Korologos, Mr. Reitman and Ms. Thompson, each of whom is independent. In Fiscal 2016, the Special Committee held 13 meetings.
Director Nomination Process and Elections; Board Diversity
The Governance and Nominating Committee is responsible for, among other things, identifying individuals qualified to become members of the Board in a manner consistent with the criteria approved by the Board. The Corporate Governance Guidelines set forth qualifications and criteria for our directors. The Board of Directors seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. We do not have a formal policy on diversity, but the Governance and Nominating Committee and the Board will assess an individual’s independence, diversity, age, skills and experience in the context of the needs of the Board.
The Governance and Nominating Committee will consider candidates recommended by our officers and directors, including our Chairman and CEO, employees and others. In addition, the Governance and Nominating Committee may engage third-party search firms to identify qualified director candidates. When identifying and evaluating candidates, the Governance and Nominating Committee determines whether there are any evolving needs of the Board that require an expert in a particular field. The Chair of the Governance and Nominating Committee and some or all of the members of the Board of Directors (including the Chairman and CEO) will interview potential candidates that the Governance and Nominating Committee deems appropriate. The Governance and Nominating Committee will listen to feedback received from those directors that had the opportunity to meet with the potential candidate. If the Governance and Nominating Committee deems appropriate, it will recommend the nomination of the candidate to the full Board for approval.
The Governance and Nominating Committee will also consider candidates proposed by shareholders of the Company and all candidates will be evaluated in the same manner regardless of the source of such nomination so long as shareholder nominations are properly submitted to us. Shareholders wishing to recommend persons for consideration by the Governance and Nominating Committee as nominees for election to the Board must do so in accordance with the procedures set forth in “Proposals of Shareholders for the 2017 Annual Meeting” and in compliance with our Memorandum.
In accordance with the Memorandum, directors must be elected by the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote that are present at the meeting and voted. In the event an incumbent director fails to receive a simple majority of the votes in an uncontested election, such incumbent director is required to tender a resignation letter in accordance with the Company’s Corporate Governance Guidelines. The Governance and Nominating Committee will then make a recommendation to the Board as to whether to accept or reject the resignation or whether such other action should be taken. The Board will act on the resignation, taking into account the Governance and Nominating Committee’s recommendation, and publicly disclose its decision regarding the resignation within 90 days following certification of the election results.


14 | MICHAEL KORS
2016 Proxy Statement



The Governance and Nominating Committee, in making its recommendation, may consider any factors and other information that it considers appropriate and relevant, including, without limitation, the stated reasons why shareholders voted “against” such director, the director’s length of service and qualifications, the director’s contributions to the Company, compliance with applicable NYSE rules and listing standards and the Corporate Governance Guidelines. The incumbent director will remain active and engage in Board activities while the Governance and Nominating Committee and the Board decide whether to accept or reject such resignation or take other action, but the incumbent director will not participate in deliberations by the Governance and Nominating Committee or the Board regarding whether to accept or reject the director’s resignation.
Board Leadership Structure; Lead Independent Director
John D. Idol, our CEO, has been the Chairman of our Board of Directors since shortly before our initial public offeringIPO in December 2011 (the “IPO”).2011. The Board believes that the Company can most effectively execute its business plans and strategy and drive value for shareholders if Mr. Idol, who has intimate knowledge of our business operations and strategy and extensive experience in the retail industry, serves the combined role of Chairman and CEO. A combined Chairman and CEO serves as a bridge between the Board and management, and provides our Board and Company with unified leadership. The Board believes that Mr. Idol’s unified leadership enables us to better communicate our vision and strategy clearly and consistently across our organization and to our employees, customers, shareholders and shareholders.other stakeholders.
M. William BenedettoMr. Idol’s role as Chairman and CEO is counterbalanced and complemented by a robust independent Lead Director position. Robin Freestone serves as our independent Lead Director in order to provide forand provides strong and independent leadership onto the Board. As the Lead Director, Mr. Benedetto: (i) Freestone:
presides at meetings of the Board in the absence of, or upon the request of, the Chairman, including executive sessions of the non-management directors; (ii) directors
serves as principleprincipal liaison to facilitate communications between the other directors and the Chairman, without inhibiting direct communications between the Chairman and the other directors; (iii) directors
consults with the Chairman in the preparation of the annual Board meeting schedule and in determining the need for special meetings of the Board; (iv) Board
suggests to the Chairman agenda items for meetings of the Board and approves the agenda as well as the substance and timeliness of information sent to the Board; (v) Board
calls meetings of the non-management directors when necessary and appropriate; (vi) appropriate
leads the evaluation process and provides feedback to the CEO in consultation with the Chair of the Compensation and Talent Committee; (vii) Committee
serves as the liaison to shareholders who request direct communications with the Board; (viii) Board
performs such other duties as the Board may from time to time delegate; and (ix) delegate
assists in optimizing the effectiveness of the Board and ensures that it operates independently of management.
management
In addition to the active and independent leadership that the Lead Director brings to the Board, the independent chairs of each of our standingthe Board’s committees provide leadership for matters underwithin the jurisdictionareas of responsibility of their respective committees.
Executive Sessions
Pursuant to our Corporate Governance Guidelines, the Board is required to meet at least quarterly in executive session without management directors or any members of management, whether or not they are directors, present. Our Lead Director presides over executive sessions of the Board of Directors.
Independence of Board
A majority of our directors and each member of our Audit Committee, Compensation and Talent Committee and Governance, Nominating and Corporate Social Responsibility Committee are required to be “independent” within the meaning of the NYSE listing standards and the guidelines for director independence set forth in our Corporate Governance Guidelines. The Governance, Nominating and Corporate Social Responsibility Committee reviews the independence of all members of the Board for purposes of determining which Board members are independent and which are not. The Governance, Nominating and Corporate Social Responsibility Committee and our Board of Directors affirmatively determined that Marilyn Crouther, Robin Freestone, Judy Gibbons, Ann Korologos, Stephen F. Reitman, Jane Thompson and Jean Tomlin are each independent.
Committees of the Board and Meeting Attendance
Our Board of Directors has three standing committees: an Audit Committee, a Compensation and Talent Committee and a Governance, Nominating and Corporate Social Responsibility Committee. Directors are expected to attend Board meetings and meetings of the committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Directors are also expected to review meeting materials prior to Board and committee meetings. Each director’s attendance at, and preparation for, Board and committee meetings is considered by the full Board (including the Chairman) when recommending director nominees. All of our non-employee directors are invited to attend all committee meetings.
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Corporate Governance
The below table sets forth the current members of each committee and the number of meetings held by the Board and each standing committee. The Board of Directors and its committees also act from time to time by written consent in lieu of meetings.
 
​​
Audit
Committee
​​
Compensation and
Talent Committee
​​
Governance, Nominating
and Corporate Social
Responsibility Committee
Marilyn CroutherF
​​
 
​​
 
​​
Robin Freestone F,L
​​
 
​​
 
​​
 
Judy Gibbons
​​
 
​​
​​
 
Ann Korologos
​​
 
​​
 
​​
 
Stephen F. Reitman
​​
 
​​
​​
 
Jane Thompson
​​
 
​​
 
​​
 
Jean Tomlin
​​
​​
 
​​
 
Number of Board Meetings in Fiscal 2022: 8
​​
 
​​
 
​​
 
Number of Committee Meetings in Fiscal 2022:
​​
​4
​​
4
​​
4
 
​​
Chairperson
​​
 
​​
Member
​​
F Financial Expert
​​
L Lead Director
Each of our directors who served on our Board during Fiscal 2022 attended at least 75% of the total number of meetings of our Board of Directors, and each attended at least 75% of the total number of meetings of each committee of our Board of Directors on which such director served in Fiscal 2022.
Directors are encouraged (but not required) to attend our annual meeting of shareholders. All of our Directors attended our annual meeting of shareholders held in 2021.
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Corporate Governance
Audit Committee

A complete copy of the
Audit Committee Charter
is available on our website at
www.capriholdings.com.
​​
Committee Members:
Marilyn Crouther, Robin Freestone, Judy Gibbons, Stephen Reitman and Jane Thompson
Number of Meetings in 2022:
4
​
Background
The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to: (i) the accounting and financial reporting processes of the Company and the related internal controls, including the integrity of the financial statements and other financial information of the Company, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications and independence, (iv) the audit of the Company’s financial statements, (v) the performance of the Company’s internal audit function and the independent auditor, and (vi) such other matters mandated by applicable law or NYSE rules.

Responsibilities
In carrying out these responsibilities, the Audit Committee, among other things:
• Selects, determines compensation of, evaluates and, where appropriate, replaces the independent auditor
• Approves all audit engagement fees and terms and all non-audit engagements with the independent auditor
• Evaluates annually the performance of the independent auditor and the lead audit partner
• Reviews annual audited and quarterly unaudited financial statements with management and the independent auditor
• Reviews reports and recommendations of the independent auditor
• Reviews the scope and plan of work to be done by the internal audit group and annually reviews the performance of the internal audit group and the appointment, replacement and compensation of the person responsible for the Company’s internal audit function
• Reviews management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the independent auditor’s related attestation
• Reviews and discusses with management the Company’s major risk exposures (including financial and financial reporting risks, information security and technology risks, and privacy and data protection risks) and management’s risk assessment and risk management, policies, procedures and practices
• Establishes procedures for receiving and responding to complaints regarding accounting, internal accounting controls or auditing matters
• Develops and approves policies and procedures for the review and approval of related person transactions
• Evaluates its own performance annually and reports regularly to the Board
The Board of Directors has determined that each member of the Audit Committee satisfies the independence requirements of Rule 10A-3 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the NYSE rules, and that each member of the Audit Committee is financially literate. Furthermore, the Board of Directors has determined that each of Ms. Crouther and Mr. Freestone is an “audit committee financial expert” under the rules of the SEC implementing Section 407 of the Sarbanes-Oxley Act of 2002.
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Corporate Governance
Compensation and Talent Committee

A complete copy of the
Compensation and Talent
Committee Charter is
available on our website at www.capriholdings.com.
​​
Committee Members:
Marilyn Crouther, Robin Freestone, Ann Korologos, Jane Thompson, and Jean Tomlin
Number of Meetings in 2022:
4
​
Background
The Compensation and Talent Committee has direct responsibility for the compensation of the Company’s executive officers, including the CEO, and for the Company’s incentive compensation and equity-based plans.

Responsibilities
In carrying out these responsibilities, the Compensation and Talent Committee, among other things:
• Reviews the Company’s compensation strategy to ensure it is appropriate to continue to attract, retain and motivate senior management and other key employees
• Reviews and approves the corporate goals and objectives of the Company’s CEO, evaluates the CEO’s performance in light of those goals and objectives and, either as a committee or together with the other independent directors (as directed by the Board), determines and approves the CEO’s compensation level, perquisites and other benefits based on this evaluation
• Recommends to the Board appropriate compensation levels for the Company’s other executive officers
• Evaluates the potential risks associated with the Company’s compensation policies and practices
• Reviews, evaluates and makes recommendations to the Board with respect to incentive compensation plans, equity-based plans and director compensation, and is primarily responsible for setting performance targets under annual cash incentive and long-term equity incentive compensation plans, and certifying the achievement level of any such performance targets
• Reviews our annual equity share usage rate and aggregate long-term equity incentive grant value to ensure that the dilutive and earnings impact of equity compensation remains appropriate, affordable and competitive
• Reviews the Company’s programs relating to diversity and inclusion, leadership and talent development
• Reviews the Company’s global human capital strategy and strategic priorities
• Retains (or terminates) consultants to assist in the evaluation of director and executive officer compensation
• Reviews executive compensation-related regulatory developments and industry wide compensation practices and general market trends in order to ensure compliance with law and assess the adequacy and competitiveness of the Company’s compensation programs
• Evaluates its own performance annually and reports regularly to the Board

Compensation Committee Interlocks and Insider Participation
No person who has served as a member of our Compensation and Talent Committee during Fiscal 2022 currently serves or has served as one of our executive officers or employees or has (or during Fiscal 2022 had) any relationship requiring disclosure under Item 404 of Regulation S-K of the U.S. Securities Act of 1933, as amended (the “Securities Act”).
None of our executive officers serves as a member of the board of directors or as a member of the compensation committee of any other company that has an executive officer serving as a member of our Board or our Compensation and Talent Committee.
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Corporate Governance
Governance, Nominating and Corporate Social Responsibility Committee

A complete copy of the
Governance Committee Charter
is available on our website at www.capriholdings.com.
​​
Committee Members:
Judy Gibbons, Ann Korologos, Stephen Reitman and Jean Tomlin
Number of Meetings in 2022:
4
​
Background
The purpose of the Governance, Nominating and Corporate Social Responsibility Committee (the “Governance Committee”) is to perform, or assist the Board in performing, the duties of the Board relating to: (i) identification and nomination of directors, (ii) areas of corporate governance, (iii) succession planning for the CEO and other members of senior management, (iv) annual performance evaluations of the Board and the committees of the Board, (v) oversight of the Company’s corporate social responsibility program, and (v) the other duties and responsibilities set forth in its charter.

In carrying out these responsibilities, the Governance Committee, among other things:
• Reviews and makes recommendations to the Board regarding Board and committee composition and size
• Identifies candidates qualified to serve as directors
• Assists the Board in determining whether individual directors have material relationships with the Company that may interfere with their independence
• Establishes procedures for the Governance Committee to exercise oversight of the evaluation of senior management
• Reviews and discusses management succession and makes recommendations to the Board with respect to potential successors to the CEO and other key members of management
• Develops, reviews and assesses the adequacy of the Company’s Corporate Governance Guidelines
• Reviews policies and practices of the Company and monitors compliance in the areas of corporate governance
• Oversees the Company’s program relating to corporate social responsibility, including environmental, social and other matters of significance relating to sustainability
• Evaluates its own performance annually and reports regularly to the Board
Risk Oversight
Management is responsible for understanding and managing the risks that we face in our business, and the Board of Directors is responsible for overseeing management’s overall approach to risk management. The Board has an active role, as a whole and also at the committee level, in overseeing management of our risks to ensure our risk management policies are consistent with our corporate strategy. The Board regularly reviews the Company’s major strategic, operational, financial, legal and legalregulatory and reputational risks facing the Company as well as risks relating to cybersecurity and global information systems and environmental, social and governance (ESG) matters along with potential options for mitigating these risks. The Board is informed of these risks through regular reports from our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, General Counsel and Chief Sustainability Officer, and other key members of senior management as well as from the Chair’s of the Board’s committees. The Company’s independent and internal auditors and other relevant third parties work with senior management (and in connection with their oversight responsibility, the Board and its committees) to ensure that enterprise-wide risk management is incorporated into the Company’s business and strategy. In connection with the recent COVID-19 pandemic, the Board, together with management, has overseen our efforts to mitigate the financial, human capital management and other business and operational risks related to the outbreak.


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15 | MICHAEL KORSCorporate Governance
2016 Proxy Statement



The Board has delegated to its committees responsibilitiesresponsibility for elements of the Company’s risk management program that relate specifically to matters within the scope of each such committee’s duties and responsibilities.
The Audit Committee is primarily responsible for the oversight of of:
accounting, auditing, internal control and financial related risks. The Governancefinancial-related risks
the operation of our enterprise risk management program
information systems infrastructure and Nominating Committee manages risks associated with the independence of the Board, potential conflicts of interestcybersecurity risk
risk management, compliance and succession planning. legal and regulatory matters
The Compensation and Talent Committee is primarily responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The Compensation and Talent Committee periodically reviews oversight of:
the various design elements of our compensation program to determine whether any of its aspects encourage excessive or inappropriate risk-taking. risk-taking
the management of risks relating to our executive compensation plans and arrangements
human capital management risks
See “Compensation and Talent Committee Risk Assessment.”
The Governance Committee is primarily responsible for oversight of:
risks associated with the independence of the Board
compliance by the Company with corporate governance policies and rules
succession planning for the CEO and other key members of senior management
ESG related risks
While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about those risks. The Company believes that the Board and its committees provide appropriate risk oversight of the Company’s business activities and strategic initiatives.
Cybersecurity Risk Management
Managing cybersecurity risk is a critical focus for our Company. Our Board of Directors has delegated primary responsibility for overseeing the management of cybersecurity risks to the Audit Committee. The Audit Committee receives regular reports regarding our cybersecurity risks from our Chief Information Officer (CIO) with periodic updates to the full Board as necessary. Our global cybersecurity team, led by our head of Global Cybersecurity and Compliance, who reports to our CIO, is responsible for implementing security standards, network and system security tools, third-party service provider assessments, training and education programs, and security incident response policies and procedures. We measure the effectiveness of these initiatives in numerous ways, including by performing annual external network penetration tests, engaging external independent advisors to conduct system audits as appropriate, deploying phishing simulation exercises and undergoing cyber-incident table top exercises. We also require that all employees with access to our systems complete an annual cybersecurity and data privacy training to educate our employees on cybersecurity risks. We continually evaluate our privacy notices, policies and procedures surrounding our handling of personal data and the measures and systems we have in place to help identify, assess, mitigate, respond to and remediate cybersecurity issues or personal data breaches.
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Corporate Governance
ESG Risk Management
We believe responsible business practices start from the top, and we recognize the increasing importance of ESG matters to our shareholders, employees, customers and other key stakeholders. When setting Capri’s CSR strategy, we knew it was critical that sustainability be integrated into our business decisions. One of the first steps we took was to delegate oversight of ESG activities to the Board’s Governance Committee. Our governance structure ensures appropriate supervision of our goal-setting and public reporting process related to ESG matters. On at least an annual basis, our sustainability goals and action plans are presented to the Governance Committee for review and approval, along with CSR progress updates which are presented quarterly. Our sustainability governance model includes a multi-level structure to ensure our Board of Directors, executive management team and business leaders across our brands are aligned on the most important ESG risks and opportunities for Capri.

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Our Governance, Nominating and Corporate Social Responsibility Committee provides Board-level oversight of our CSR strategy, long-term sustainability goals and reporting.

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Our CSR Executive Committee is made up of executive-level brand and company leadership, providing direction and support for all pillars and focus areas within our CSR strategy.

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Our Sustainability Steering Committee includes leaders across key business functions who are responsible for driving progress toward Capri’s environmental sustainability goals.

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Our Global CSR Team, led by Capri’s Chief Sustainability Officer, manages the strategy and reporting of our global CSR progress, while closely coordinating with business partners to drive implementation of sustainability initiatives throughout our organization.
CAPRI HOLDINGS
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Corporate Governance
Board Evaluations
The Board believes that an annual, robust Board evaluation process is a critical tool in ensuring strong corporate governance. The Governance Committee has primary oversight of the annual Board evaluation process which assesses whether the Board, its committees and the directors are functioning effectively.

While this formal evaluation process is conducted on an annual basis, directors are encouraged to continuously share their perspectives, feedback and suggestions throughout the year. Items requiring implementation and follow-up from the annual Board evaluation process or otherwise are monitored throughout the year by the Board, the applicable committees and management.
Board Refreshment
The Governance Committee recognizes that building and maintaining an effective Board is one of its critical responsibilities, and is continuously focused on aligning Board composition and leadership with the Company’s strategic needs. As part of the refreshment process, the Governance Committee: (i) identifies qualities and skills needed to serve on our Board, (ii) identifies the qualities and skills that each current director possesses, (iii) assesses how the current directors deploy their qualities and skills for our benefit, (iv) determines whether any additional skill sets or other attributes are necessary to fill gaps in the current Board, (v) establishes a Board succession strategy and executes against that strategy, and (vi) performs onboarding and transitioning for new directors. As part of the Governance Committee’s refreshment process, the Governance Committee:
uses a skills matrix to assess the strengths and needs of the Board in relation to our current business strategy, expected future strategic needs, and the current state of our industry
reviews the skills matrix, along with individual director demographics, tenure and committee memberships, to determine whether we need to add directors with specific qualities or skills
considers the disclosures by each director in their annual director and officer questionnaire, including with respect to external commitments
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Corporate Governance
reviews the annual Board, Committee and director evaluations
regularly discusses with the full Board refreshment and succession planning
Director Nomination Process and Elections
The Governance Committee is responsible for, among other things, identifying individuals qualified to become members of the Board in a manner consistent with the criteria approved by the Board. The Corporate Governance Guidelines set forth qualifications and criteria for our directors.
The Governance Committee will consider candidates recommended by our executive officers and directors, including our Chairman and CEO, employees and others. In addition, the Governance Committee may engage third-party search firms to identify qualified director candidates. When identifying and evaluating candidates, the Governance Committee determines whether there are any evolving needs of the Board that require an expert in a particular field. The Chair of the Governance Committee and some or all of the members of the Board of Directors (including the Chairman and CEO) will interview potential candidates that the Governance Committee deems appropriate. The Governance Committee will listen to feedback received from those directors that had the opportunity to meet with the potential candidate. If the Governance Committee deems appropriate, it will recommend the nomination of the candidate to the full Board for approval.
The Governance Committee will also consider candidates proposed by shareholders of the Company and all candidates will be evaluated in the same manner regardless of the source of such nomination so long as shareholder nominations are properly submitted to us. Shareholders wishing to recommend persons for consideration by the Governance Committee as nominees for election to the Board must do so in accordance with the procedures set forth under “Proposals of Shareholders for the 2023 Annual Meeting” and in compliance with our Memorandum.
In accordance with the Memorandum, directors must be elected by the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote on the election of directors that are present at the meeting and are voted and not abstained. In the event an incumbent director fails to receive a simple majority of the votes in an uncontested election, such incumbent director is required to tender a resignation letter in accordance with the Company’s Corporate Governance Guidelines. The Governance Committee will then make a recommendation to the Board as to whether to accept or reject the resignation or whether such other action should be taken. The Board will act on the resignation, taking into account the Governance Committee’s recommendation, and publicly disclose its decision regarding the resignation within 90 days following certification of the election results.
The Governance Committee, in making its recommendation, may consider any factors and other information that it considers appropriate and relevant, including, without limitation, the stated reasons why shareholders voted “against” such director, the director’s length of service and qualifications, the director’s contributions to the Company, compliance with applicable NYSE rules and listing standards and the Corporate Governance Guidelines. The incumbent director will remain active and engage in Board activities while the Governance Committee and the Board decide whether to accept or reject such resignation or take other action, but the incumbent director will not participate in deliberations by the Governance Committee or the Board regarding whether to accept or reject the director’s resignation.
CEO Performance Evaluation
The Compensation and Talent Committee, together with the independent Lead Director, has primary oversight of the CEO performance evaluation process. On an annual basis, in consultation and deliberation with the Compensation and Talent Committee, quantitative and qualitative goals and objectives for the CEO are set for the upcoming fiscal year that include three primary areas of performance: Financial Results, Talent Management and Development and Strategic Planning and Operations. After the fiscal year is completed, the Compensation and Talent Committee conducts a performance review with the CEO of his prior year performance in light of the predetermined goals and objectives. While this formal review process happens annually, the independent Lead Director and/or the Chair of the Compensation and Talent Committee and the Chairman and CEO meet as needed during the year to discuss feedback on the CEO’s performance and suggest areas of improvement.
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Corporate Governance
Management Succession Planning
The Governance Committee has primary oversight of succession planning for the CEO and other members of management. At least annually and updated as necessary, detailed succession plans are reviewed and considered by the Governance Committee and presented to the full Board. The succession-planning process includes both identifying and developing plans for promising internal candidates and identifying external candidates. The plan also includes mid-term and long-term solutions and arrangements in the event an emergency arises. The Board recognizes that management succession planning is one of its key responsibilities and will continue to make this a focus.
Director Onboarding and Continuing Education
We believe a wide-ranging orientation is important in positioning new directors for success. New directors participate in a corporate, business and financial orientation program that involves substantive individual meetings with senior executives. For example:
the Chief Executive Officer will brief new directors on current business and strategy
the Chief Financial Officer and Chief Operating Officer will speak about our financial and operational performance, capital structure, shareholder base and investor relations
the General Counsel and Chief Sustainability Officer will discuss corporate governance, periodic reporting and sustainability matters
the Chief People Officer will report on human capital management strategies, key talent and succession planning
In addition, senior executives within each of our brands provide an overview of their respective businesses, divisions or regions. The orientation extends to the Board committees on which a new director will sit, and includes an introductory session with the Chair or other committee members and potentially executives and outside advisors who work with the committee. SEC filings and other information are provided as a background resource. Directors are encouraged to periodically attend appropriate continuing education programs.
Shareholder Engagement
We regularly engage with shareholders to understand their perspectives on our Company, our business and their concerns. We meet with and speak to shareholders during appearances by management at scheduled events, as well as in one-on-one meetings and through conference calls held throughout the year. The following table summarizes the ways in which we engage with our shareholders:
How We Engage with Shareholders
•
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Regular financial reporting (SEC filings)
•
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Press releases
•
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Quarterly earnings conference calls
•
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Analyst meetings and conference calls
•
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Investor meetings and conference calls
•
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Annual shareholders meeting
•
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Roadshows in key cities
•
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Participation in conferences
•
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Investor day
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Corporate Governance
Communications with the Board and the Audit Committee
Shareholders and interested parties may contact any of the Company’s directors, including the Chairman, the non-management directors as a group, the independent Lead Director, the chair of any committee of the Board of Directors or any committee of the Board by writing them as follows:
Michael KorsCapri Holdings Limited
33 Kingsway
London, United Kingdom
WC2B 6UF
Attn: Corporate Secretary
Concerns relating to accounting, internal controls or auditing matters should be communicated to the Company through the Corporate Secretary and such matters will be handled in accordance with the procedures established by the Audit Committee. Any concerns may be reported anonymously.
Required Certifications
The Company has filed with the SEC, as an exhibit to its most recently filed Annual Report on Form 10-K, the certifications required by its Chief Executive Officer and Chief Financial Officer under the Sarbanes-Oxley Act of 2002. The Company has also timely submitted to the NYSE the Section 303A Annual CEO Certification for the prior fiscal year, and such certification was submitted without any qualifications.


16 | MICHAEL KORS
2016 Proxy Statement



Executive Officers
The following table sets forth information regarding each of our executive officers as of the date of this Proxy Statement:
proxy statement:
Name
​​
Age
Name​​Age  
Position
Michael KorsJohn D. Idol(1)
​56​
63
Honorary ​​
Chairman & Chief Creative Officerand CEO
John D. Idol(2)Thomas J. Edwards, Jr.
​57​
57
Chairman & Chief Executive Officer
Joseph B. Parsons​​63
Executive Vice President, Chief Financial Officer, Chief Operating Officer & TreasurerCFO and COO
Pascale Meyran
Jenna Hendricks
​56​
41
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Senior Vice President, Chief Human ResourcesPeople Officer
Cathy Marie Robinson
Krista A. McDonough
​48​
42
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Senior Vice President, Corporate Strategy &General Counsel and Chief OperationsSustainability Officer
Lee S. Sporn
Daniel T. Purefoy
​56​
52
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Senior Vice President, Business Affairs & General Counsel

(1)
Biographical information regarding Mr. Kors is set forth under “Proposal No. 1 ElectionGlobal Operations and Head of Directors—Director Nominees—Class II Directors for Election at the 2016 Annual Meeting.”Diversity and Inclusion
(2)(1)
Biographical information regarding Mr. Idol is set forth under “Proposal No. 1 Election of Directors—Directors—Continuing Directors—Class III Directors for Election at the 20172023 Annual Meeting Meeting..”
Joseph B. ParsonsThomas J. Edwards, Jr. is the Executive Vice President, Chief Financial Officer and Chief Operating Officer and Treasurer of Michael KorsCapri Holdings and has been with the Company since January 2004.April 2017. Previously, from March 2002 until December 2003, Mr. ParsonsEdwards served as Executive Vice President and Chief Financial Officer of Kasper ASL, Ltd.Brinker International, Inc. Prior to that, until October 2001, Mr. Parsonshe held numerous positions within finance at Wyndham Worldwide from 2007 to 2015, including having served as Executive Vice President and Chief Financial Officer of Donna Karan International Inc., where he had been employedthe Wyndham Hotel Group from March 2013 to March 2015. Mr. Edwards has also held a number of financial and operational leadership positions in various roles since 1993. Prior thereto, Mr. Parsons servedthe consumer goods industry, including as Assistant Controller for Crystal Brands, Inc. from 1989 to 1993. Previously, from 1979 to 1989, Mr. Parsons workedVice President, Consumer Innovation and Marketing Services at KPMG, where he began his career.Kraft Foods and Vice President, Finance at Nabisco Food Service Company.
Pascale MeyranJenna Hendricks is the Senior Vice President, Chief People Officer of Capri Holdings. She assumed this role in June 2021 having previously served as Senior Vice President, Global Human Resources Officer offor Michael Kors andfrom July 2019. She has been with the Company since September 2014. Previously, Ms. Meyran was at S.C. Johnson & Son, where she held the position of Senior Vice President of Global Human Resources from 2010 until she joined the Company. Prior to her 20-year tenure at S.C. Johnson & Son, Ms. Meyran worked2004 in a variety ofvarious human resources functions at General Electric.roles of increasing responsibility.
Cathy Marie RobinsonKrista A. McDonough is the Senior Vice President, Corporate StrategyGeneral Counsel and Chief OperationsSustainability Officer of Michael KorsCapri Holdings. She assumed the role of General Counsel in October 2016 and was subsequently appointed Chief Sustainability Officer. She has been with the Company since May 2014 (joiningAugust 2011 in various legal roles, including, previously, as Deputy General Counsel. Prior to joining Capri Holdings, Ms. McDonough was an attorney in the corporate department of Paul, Weiss, Rifkind, Wharton and Garrison LLP, where she specialized in capital markets and securities law, from 2005 to 2011.
Daniel T. Purefoy has been the Senior Vice President, Global Operations). Previously from 2012 to 2014, Ms. Robinson was Senior Vice President, Chief Logistics Officer at ToysRUs,Operations since March 30, 2020 and from 2010 to 2012, Ms. Robinson wasis also the Senior Vice President, Supply, LogisticsHead of Diversity and Customer Experience at The Great Atlantic & Pacific Tea Company (A&P). Prior to that, from 2006 to 2010, she was Senior Vice President, Supply Chain at Smart & Final Stores LLC. Ms. Robinson began her career as a United States Army Logistics Officer and also held various logistics and operations positions at Wal-Mart Stores, Inc.
Lee S. Sporn is the Senior Vice President, Business Affairs and General Counsel of Michael Kors andInclusion. He has been with the Company since December 2003. Previously, from September 2001 until December 2003, Mr. Sporn servedOctober 2014 in roles of increasing responsibility in the areas of operations, supply chain, strategy, engineering and procurement, most recently serving as SeniorDivision Vice President, General CounselGlobal Operations Services. Previously, Mr. Purefoy held senior roles at The Home Depot from 2008 to 2014 and Secretary of Kasper ASL, Ltd. PriorDell from 2005 to that, until September 2001, Mr. Sporn served2008. He worked as Vice President of Intellectual Property and Associate General Counsel of Polo Ralph Lauren Corp., where he had been employeda management consultant for Kurt Salmon Associates from 1996 to 2005. He was also a Captain in various roles since 1990.the United States Army.




17 | MICHAEL KORSCAPRI HOLDINGS
​2016 Proxy Statement​
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Security Ownership of Certain Beneficial Owners and Management

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of June 1, 20166, 2022 by:
each person known to us to beneficially own more than five percent of our outstanding ordinary shares based solely on our review of SEC filings;filings,
each of our named executive officers;officers,
each of our directors;directors, and
all directors and executive officers as a groupgroup.
Beneficial ownership is based upon 176,448,645142,809,426 ordinary shares outstanding as of June 1, 2016,6, 2022, unless otherwise indicated in the footnotes to the table. In addition, ordinary shares issuable upon exercise of share options or other derivative securities that are exercisable currentlyas of June 6, 2022 or will become exercisable within 60 days of June 1, 20166, 2022 are deemed outstanding for purposes of computing the percentage of the person holding such options or other derivative securities, but are not deemed outstanding for purposes of computing the percentage owned by any other person.
All of the ordinary shares listed in the table below are entitled to one vote per share and each of the persons described below has sole voting power and sole investment power with respect to the shares set forth opposite his, her or its name, except as otherwise noted. Unless otherwise indicated, the address of each executive officer named in the table below is c/o Michael Kors (USA), Inc.,Capri Holdings Limited, 11 West 42nd42nd Street, New York, New York 10036, and the address of each director named in the table below is 33 Kingsway, London, United Kingdom WC2B 6UF.
Beneficial Owner
​​
Ordinary Shares
Beneficially
Owned
​​
Percent of Ordinary
Shares Beneficially
Owned
5% or More Shareholder
​​
​​
FMR LLC(1)
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22,488,932
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14.95%
The Vanguard Group(2)
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14,242,078
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9.47%
BlackRock, Inc.(3)
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13,338,727
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8.90%
Senvest Management, LLC(4)
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7,230,622
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5.1%
Named Executive Officers and Directors
​​
 
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John D. Idol(5)
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​3,176,269
​​
2.2%
Thomas J. Edwards, Jr.(6)
​​
179,132
​​
*
Jenna Hendricks(7)
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39,866
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*
Krista A. McDonough(8)
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84,188
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*
Daniel T. Purefoy(9)
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37,445
​​
*
Joshua Schulman(10)
​​
—
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—
Marilyn Crouther(11)
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3,035
​​
*
Robin Freestone(11)
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16,101
​​
*
Judy Gibbons(11)
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31,005
​​
*
Ann Korologos(11)
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34,320
​​
*
Stephen F. Reitman(11)
​​
13,647
​​
*
Jane Thompson(11)
​​
21,132
​​
*
Jean Tomlin(11)
​​
22,128
​​
*
All Executive Officers and Directors as a Group (13 persons)
​​
3,658,268
​​
2.6%
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Beneficial Owner 
Ordinary Shares
Beneficially
Owned
 
Percent of Ordinary
Shares Beneficially
Owned
5% or More Shareholder    
The Vanguard Group(1)
 14,820,373 8.1%
BlackRock, Inc.(2)
 13,506,285 7.3%
Named Executive Officers and Directors    
Michael Kors(3)
 5,465,495 3.1%
John D. Idol(4)
 3,548,968 2.0%
Joseph B. Parsons(5)
 604,810 *
Pascale Meyran(6)
 16,510 *
Cathy Marie Robinson(7)
 23,418 *
M. William Benedetto(8)
 18,488 *
Judy Gibbons(9)
 12,641 *
Ann McLaughlin Korologos(10)
 8,580 *
Stephen Reitman(8)
 15,088 *
Jane Thompson(10)
 4,609 —
Jean Tomlin(10)
 8,580 *
All Executive Officers and Directors as a Group (12 persons) 9,870,494 5.0%

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* Represents beneficial ownership of less than one percent of the Company’s ordinary shares outstanding.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
*
Represents beneficial ownership of less than one percent of the Company’s ordinary shares outstanding.
(1)
Based on Amendment No. 12 to the Schedule 13G filed with the SEC by FMR LLC (“FMR”) on February 9, 2022. The mailing address for FMR is 245 Summer Street, Boston, Massachusetts 02210. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR. FMR may be deemed to have sole voting power with respect to 1,455,044 ordinary shares and sole dispositive power with respect to 22,488,932 ordinary shares, and Ms. Johnson may be deemed to have sole dispositive power with respect to 22,488,932 ordinary shares.
(2)
Based on Amendment No. 9 to the Schedule 13G filed with the SEC by The Vanguard Group (“Vanguard”) on February 10, 2016.9, 2022. The mailing address for Vanguard is 100 Vanguard Blvd, Malvern, Pennsylvania 19355. Vanguard may be deemed to have shared voting power with respect to 77,134 ordinary shares, sole dispositive power with respect to 14,033,605 ordinary shares and shared dispositive power with respect to 208,473 ordinary shares.
(2)(3)
Based on Amendment No. 13 to the Schedule 13G filed with the SEC by BlackRock, Inc. (“BlackRock”) on FebruaryJanuary 10, 2016.2022. The mailing address for BlackRock is 55 East 52nd Street, New York, New York 10022. BlackRock may be deemed to have sole voting power with respect to 12,845,447 ordinary shares and sole dispositive power with respect to 13,338,727 ordinary shares.
(4)
Based on the Schedule 13G filed with the SEC by Senvest Management, LLC (“Senvest”) on June 7, 2022. The mailing address for Senvest is 540 Madison Avenue, 32nd Floor, New York, New York 10022. These securities are held in the account of Senvest Master Fund, LP (the “Investment Vehicle”). Senvest may be deemed to beneficially own the securities held by the Investment Vehicle by virtue of Senvest’s position as investment manager of the Investment Vehicle. Richard Mashaal may be deemed to beneficially own the securities held by the Investment Vehicle by virtue of Mr. Mashaal’s status as the managing member of Senvest. Senvest and Mr. Mashaal may be deemed to have shared voting and dispositive power with respect to 7,230,622 ordinary shares.
(3)(5)
This
For Mr. Idol, thisamount includes the following securities held directly by Mr. Kors: (i) 22,331 unvested restricted shares and (ii) 522,32175,752 options to purchase ordinary shares that are vested and exercisable or will become vested and exercisable within 60 days of June 1, 2016. This amount also includes 95,000 ordinary shares held by the Kors LePere Foundation6, 2022, and the following securities held by Mr. Kors' spouse: (x) 3,587 unvested restricted shares208,227 RSUs and (y) 462,691 options to purchase ordinary shares148,405 PRSUs that are vested and exercisable or will become vested and exercisablevest within 60 days of June 1, 2016. Mr. Kors may be deemed to have shared voting and dispositive power over the ordinary shares and other equity interests held by the Kors LePere Foundation and his spouse.


18 | MICHAEL KORS
2016 Proxy Statement



(4)
This amount includes the following securities held by Mr. Idol: (i) 22,331 unvested restricted shares and (ii) 1,469,747 options to purchase ordinary shares that are vested and exercisable or will become vested and exercisable within 60 days of June 1, 2016.6, 2022. This amount also includes 95,00054,600 ordinary shares held by the Idol Family Foundation. Mr. Idol may be deemed to have beneficial ownership of the shares held by the Idol Family Foundation and 300,000but does not have a pecuinary interest in such shares. This amount also includes 1,756,017 ordinary shares held by certain grantor retained annuity trusts (“GRATs”) established by Mr. Idol (as grantor) for the benefit of his children. Mr. Idol is not the trustee of the GRATs but may be deemed to have beneficial ownershipshared voting and dispositive power over the ordinary shares held by the GRATs.GRATs, and therefore, may be deemed to have beneficial ownership over such ordinary shares.
(5)(6)
ThisFor Mr. Edwards, this amount includes the following securities held by Mr. Parsons: (i) 5,866 unvested restricted shares and (ii) 559,95412,250 options to purchase ordinary shares that are vested and exercisable or will become vested and exercisable within 60 days of June 1, 2016.6, 2022, and 57,241 RSUs and 29,681 PRSUs that will vest within 60 days of June 6, 2022.
(7)
For Ms. Hendricks, this amount includes 18,690 RSUs that will vest within 60 days of June 6, 2022.
(6)(8)
ThisFor Ms. McDonough, this amount includes the following securities held by Ms. Meyran: (i) 5,494 unvested restricted shares and (ii) 8,42111,785 options to purchase ordinary shares that are vested and exercisable or will become vested and exercisable within 60 days of June 1, 2016.
(7)
This amount includes the following securities held by Ms. Robinson: (i) 11,116 unvested restricted shares6, 2022 and (ii) 2,152 options to purchase ordinary shares35,147 RSUs and 19,788 PRSUs that are vested and exercisable or will become vested and exercisablevest within 60 days of June 1, 2016.6, 2022.
(8)(9)
ThisFor Mr. Purefoy, this amount includes 7,587 unvested restricted share units5,587 RSUs that will become vestedvest within 60 days of June 1, 2016.6, 2022.
(10)
Mr. Schulman departed the Company on March 7, 2022.
(9)(11)
This amount includes 5,746 unvested restricted share unitsIncludes 3,035 ordinary shares that will become vestedmay be acquired within 60 days of June 1, 2016.6, 2022 upon vesting of RSUs.
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(10)SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This amount includes 3,561 unvested restricted share units that will become vested within 60 days of June 1, 2016.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than 10% of our ordinary shares to file initial reports of ownership and reports of changes in ownership of our ordinary shares with the SEC. To our knowledge, based solely on our review of the copies of the Section 16(a) reports furnished to us during and with respect to Fiscal 20162022 and representations from certain reporting persons, we believe that all reportable transactions during such fiscal year were reported on a timely basis.basis, except for one Form 4 for Mr. John D. Idol reporting option exercises and the subsequent sales of the underlying ordinary shares which was inadvertently filed one day late on February 15, 2022.
Securities Trading Policy and Hedging
Our named executive officers, directors and certain other employees and related parties are prohibited from trading in Company shares during certain prescribed blackout periods that typically begin two weeks prior to the end of each fiscal quarter and end two days after the public release of our quarterly earnings announcement. We also prohibit all of our employees and directors from engaging in buying stockshares of the Company on margin, short sales, buying or selling puts, calls, options or other derivatives or engaging in hedging transactions in respect of securities of the Company.
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Certain Relationships and
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONSRelated Person Transactions
Shareholders Agreement
On July 11, 2011, we entered into a Shareholders Agreement (the “Shareholders Agreement”) with certain of our pre-IPO shareholders, including Michael Kors, our Honorary Chairman and Chief Creative Officer, and John D. Idol, our Chairman and Chief Executive Officer.Idol. The Shareholders Agreement contains certain registration rights described below which have remained operative since our IPO.
If we propose to register any of our shares under the Securities Act either for our own account or for the account of others, we must give prompt notice to each of Messrs. Kors andMr. Idol of our intent to do so and the number and class of shares to be registered, and each such shareholderhe will have piggyback registration rights and will be entitled to include any part of itshis registrable securities in such registration, subject to certain exceptions.


19 | MICHAEL KORS
2016 Proxy Statement



In addition, if we are eligible to use a shelf registration statement on Form S-3 or Form F-3 in connection with a secondary public offering of our ordinary shares, then, if Messrs. Kors andMr. Idol, either individually or together as a group holdwith certain other pre-IPO shareholders, holds at least 4% of the ordinary shares that were outstanding as of the date of the Shareholders Agreement, theyhe will be entitled to unlimited demand registrations, subject to certain limitations including, among others, that such shareholdershe must propose to sell registrable securities at an aggregate price to the public (net of any underwriters’ discounts or commissions) of at least $20,000,000. Following the filing of a shelf registration statement on Form S-3 or F-3, the holders of a majority of the registrable securities included therein may initiate a shelf take-down offering, and we must use our reasonable best efforts to effect an amendment or supplement to such shelf registration statement for such offering.
The registration rights described above are subject to customary limitations and exceptions, including our right to withdraw or defer a registration in certain circumstances and certain cutbacks by the underwriters if marketing factors require a limitation on the number of shares to be underwritten in a proposed offering.
In connection with the potential registrations described above, we have agreed to indemnify Messrs. Kors andMr. Idol against certain liabilities. In addition, we will bear all fees, costs and expenses associated with such registrations, excluding underwriting discounts and commissions and similar brokers’ fees, transfer taxes and certain costs of more than one counsel for all of the selling shareholders in an offering.
Michael Kors Far East Holdings Limited
For the fiscal year ended April 2, 2016, Michael Kors and John D. Idol owned 14.3% and 8.1%, respectively, of the ordinary shares of Michael Kors Far East Holdings Limited (“Far East Holdings”) and an employee of the Company who is not an executive officer or director owned indirectly 0.5% of the ordinary shares of Far East Holdings. On April 1, 2011, we entered into agreements (the “Far East Licensing Agreements”) with certain subsidiaries of Far East Holdings (the “Licensees”) pursuant to which the Licensees have certain exclusive rights within China, Hong Kong, Macau and Taiwan, and rights of first refusal to expand to other territories across Asia, to import, sell, distribute, advertise and promote apparel, footwear and accessories, excluding eyewear, watches and fragrance and personal care products, bearing our “Michael Kors” and “MICHAEL Michael Kors” trademarks and to own and operate free-standing retail stores bearing our “Michael Kors” trademark.
On May 31, 2016, we acquired all of the outstanding capital stock of the Licensees from the shareholders of Far East Holdings, including Messrs. Kors and Idol, for $500.0 million, subject to an escrow of $47.5 million of the proceeds to satisfy certain potential Chinese withholding tax liabilities in connection with the transaction and an additional escrow of $52.0 million of the proceeds to satisfy potential indemnification claims by us and subject to certain other adjustments. As of that same date, the Far East Licensing Agreements were terminated. The Far East Licensing Agreements otherwise would have expired on March 31, 2041, and we were also permitted to terminate them at certain intervals if certain minimum sale benchmarks were not met. Under the Far East Licensing Agreements, net sales of licensed products by the Licensees for Fiscal 2016 totaled approximately $169.8 million, and the royalty earned by us under the Far East Licensing Agreements in Fiscal 2016 was approximately $7.6 million. In addition, during Fiscal 2016 we sold inventory to the Licensees through our wholesale segment. In Fiscal 2016, total net wholesale sales from us to the Licensees were approximately $62.8 million.


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2016 Proxy Statement



Prior to our acquisition of the Licensees, any issuance or transfer of an equity interest in Far East Holdings or any of its subsidiaries was subject to our right of first refusal, except for the following issuances: (i) issuances to Far East Holdings’ existing shareholders and their affiliates so long as Sportswear Holdings Limited and its affiliates retain a majority interest in Far East Holdings; (ii) issuances to third parties for bona fide business financing purposes so long as such third parties agree to be bound by our right of first refusal; (iii) issuances pursuant to employee stock plans; (iv) issuances in connection with a bona fide business acquisition; (v) issuances to vendors, lenders, lessors and other similar persons; and (vi) issuances pursuant to stock splits, stock dividends and other recapitalizations. In addition, in the event that Far East Holdings or any of its subsidiaries proposed to consummate an initial public offering, we would have had the right to purchase the proposed listing entity based on its total market capitalization upon consummation of the initial public offering, as determined by a mutually agreed, internationally recognized investment bank.
Other Relationships
Lance LePere is the Executive Vice President, Creative Director—Women’s Design of Michael Kors (USA), Inc. Mr. LePere is the spouse of Michael Kors, our Honorary Chairman and Chief Creative Officer. In Fiscal 2016, Mr. LePere’s total compensation (including equity compensation) was approximately $1.208 million.
We entered into an Aircraft Time Sharing AgreementsAgreement with each of Michael Kors and John D. Idol on December 12, 2014 and November 24, 2014, respectively, relating to each such executive’s personal use of the Company-owned aircraft. Pursuant to thesethe Aircraft Time Sharing Agreements, each of Messrs. Kors andAgreement, Mr. Idol areis permitted to use the Company aircraft with flight crew for personal purposes at no charge to the executive, except that the executive is required to reimburse the Company for the incremental costs associated with usingoperating expenses of such flights chargeable pursuant to Federal Aviation Regulations. In Fiscal 2022, amounts reimbursed by Mr. Idol to the Company-owned aircraftCompany for personal purposes. For the fiscal year ended April 2, 2016, Michael Kors did not use the Company aircraft for personal purposes, and as a result, no incremental costs associated withof the aircraft were paid or payable to the Company by him. In Fiscal 2016, John Idol did use the Company aircraft for personal purposes; however, the incremental costs associated with the aircraft paid or payable to the Company by Mr. Idol during Fiscal 2016 were de minimis.$481,880. See "“Executive Compensation—Summary Compensation Table—All Other Compensation.Compensation"
Beginning in” for the third quarter of Fiscal 2016, Lee S. Sporn, our Senior Vice President, Business Affairs and General Counsel, shares a household with an employee of one of our suppliers of fixtures for our shop-in-shops, retail stores and showrooms, and therefore, such employee may be deemedaggregate incremental costs to be an immediate family memberthe Company of Mr. Sporn for purposes of federal securities laws. For Fiscal 2016, purchases from this supplier totaled $3.4 million.Idol’s personal aircraft use.
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Related Person Transactions Policies and Procedures
We have adopted a written Related Person Transactions Policy (the “Related Person Policy”), which sets forth our policy with respect to the review, approval and ratification of certain related party transactions by our Audit Committee. In accordance with the Related Person Policy, our Audit Committee has overall responsibility for the implementation of, and compliance with, the Related Person Policy.


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For the purposes of the Related Person Policy, a “related party transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are or will be a participant and in which any related party (as defined in the Related Person Policy) had, has or will have a direct or indirect material interest. A “related party transaction” does not include any employment relationship or transaction involving an executive officer and any related compensation resulting solely from that employment relationship that has been reviewed and approved by our Board of Directors or our Compensation and Talent Committee.
The Related Person Policy requires that notice of a proposed related party transaction be provided to our Legal Department prior to entering into such transaction. If our Legal Department determines that such transaction is a related party transaction, the proposed transaction will be submitted to our Audit Committee for consideration at its next meeting. Under the Related Person Policy, our Audit Committee may approve only those related party transactions that are in, or are not inconsistent with, our best interests. In the event that we become aware of a related party transaction that has not been previously reviewed and approved or ratified under the Related Person Policy and that is ongoing or has been completed, the transaction will be submitted to the Audit Committee so that it may determine whether to ratify, rescind or terminate the related party transaction.
The Related Person Policy also provides that our Audit Committee will review certain previously approved or ratified related party transactions that are ongoing to determine whether the related party transaction remains in our best interests and the best interests of our shareholders. Additionally, we also make periodic inquiries of executive officers and directors with respect to any potential related party transaction of which they may be a party or of which they may be aware (including through annual director and officer questionnaires).
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AUDIT COMMITTEE REPORT
Audit Committee Report
The role of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the accounting and financial reporting processes of the Company and the related internal controls. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements. The Company’s independent registered public accounting firm is responsible for auditing the consolidated financial statements and expressing an opinion on the fair presentation of those financial statements in conformity with accounting principles generally accepted in the United States, performing reviews of the unaudited quarterly financial statements and auditing and expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee has the sole authority and responsibility to select, evaluate and, when appropriate, replace the Company’s independent registered public accounting firm.
During Fiscal 2016,2022, the Audit Committee met and held discussions with management, the internal auditor and the independent registered public accounting firm and met independently as a committee. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Audit Committee has reviewed and discussed the consolidated financial statements as of and for the fiscal year ended April 2, 20162022 with management and the independent registered public accounting firm. These discussions included a review of the reasonableness of significant judgments, the quality, not just acceptability, of the Company’s accounting principles, and such other matters as are required to be discussed with the Audit Committee. In addition, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm the adequacy and effectiveness of the Company’s financial reporting procedures, disclosure controls and procedures, and internal control


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2016 Proxy Statement



over financial reporting, including the respective reports of management and the independent registered public accounting firm on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee discussed with the independent registered public accounting firm all matters required to be discussed by the standards established byapplicable requirements of the Public Company Accounting Oversight Board (United States)(PCAOB) and the Securities and Exchange Commission, as well as the firm’s independence. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. In performing its functions, the Audit Committee acts only in an oversight capacity and necessarily relies on the work and assurances of the Company’s management, internal audit group and independent registered public accounting firm.
In reliance on the reviews and discussions referred to above, and the receipt of the unqualified opinions from Ernst & Young LLP dated June 1, 2016, with respect to the consolidated financial statements of the Company as of and for the fiscal year ended April 2, 2016, and with respect to the effectiveness of the Company’s internal control over financial reporting, the Audit Committee recommended to the Board, and the Board has approved, that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 2, 2016,2022, for filing with the U.S. Securities and Exchange Commission.
Audit CommitteeAUDIT COMMITTEE
M. William BenedettoRobin Freestone (Chair)
Marilyn Crouther
Judy Gibbons
Stephen F. Reitman
Jane Thompson

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PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ProposalRatification of Independent Registered Public Accounting Firm
The Audit Committee of the Board of Directors has appointed Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm to audit the financial statements of the Company and its subsidiaries for the fiscal year ending April 1, 2017.2023. EY has served as the Company’sCompany's independent registered public accounting firm since the fiscal year beginning March 31, 2013. A2014. This resolution will beis being presented to our shareholders at the Annual Meeting to ratify EY’s appointment.
Independent Auditor Fees
The fees related to services rendered by EY for the fiscal year ended March 28, 2015 (“Fiscal 2015”)2021 and Fiscal 20162022 were as follows (in thousands):
  Fiscal 2015 ($) Fiscal 2016 ($)
Audit Fees 2,050 2,453
Audit-Related Fees 5 345
Tax Fees 30 160
All Other Fees 4 4


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Audit Fees
Audit fees for Fiscal 2015 and Fiscal 2016 consist of fees related to the integrated audit of the consolidated financial statements of the Company, including quarterly reviews and statutory audits of foreign subsidiaries, and accounting consultations and other audit services, including, in Fiscal 2016, relating to foreign business combinations and acquisitions, restructurings and expanded audit procedures for international locations.
 
​​
Fiscal 2021
($)
​​
Fiscal 2022
($)
Audit Fees
​​
5,937
​​
5,992
Audit-Related Fees
​​
Audit-related fees for Fiscal 2015 consist of fees related to the performance of due diligence in connection with our acquisition of our licensee in South Korea. Audited-related fees for Fiscal 2016 consist of financial and tax due diligence in connection with our acquisition of our licensee in Greater China.—
​​
338
Tax Fees
​​
Tax fees for Fiscal 2015 consist of fees for tax compliance services. Tax fees for Fiscal 2016 consist of fees for state tax planning.1,336
​​
897
All Other Fees
​​
Other fees for Fiscal 2015 and Fiscal 2016 represents fees for EY’s online research tool.—
​​
—
Audit Fees
Audit fees for Fiscal 2021 and Fiscal 2022 consist of fees related to the integrated audit of the consolidated financial statements of the Company, including quarterly reviews and statutory audits of foreign subsidiaries, accounting consultations and other audit services as well as, for Fiscal 2021, additional costs associated with COVID-19.
Audit-Related Fees
There were no audit-related fees for Fiscal 2021. Audit related fees for Fiscal 2022 consist of fees to EY in connection with the pre-implementation phase of the Company’s ERP project.
Tax Fees
Tax fees for Fiscal 2021 and Fiscal 2022 consist of fees related to tax services in connection with international tax matters, tax supply chain and transfer pricing matters and routine tax advisory services.
All Other Fees
There were no other fees in Fiscal 2021 or Fiscal 2022.
Pre-Approval Policies and Procedures
It is the policy of the Audit Committee to pre-approve all services, audit and non-audit, to be provided to the Company by its independent registered public accounting firm. Under the policy, the Audit Committee is generally required to pre-approve the provision by the Company’s independent registered public accounting firm of specific audit, audit-related, tax and other non-audit services, subject to the fee limits established from time to time by the Audit Committee, as being consistent with auditor independence.
All services provided by EY, as our independent registered public accounting firm for Fiscal 2015 and Fiscal 2016, were pre-approved by the Audit Committee.
Representatives of EY are expected to be present at the Annual Meeting. They will be given an opportunity to make a statement and will be available to respond to appropriate shareholder questions.
Vote Required and Board Recommendation
Approval of this proposal requires the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote that are present at the Annual Meeting and are voted, as well as the presence of a quorum representing a majority of all of our outstanding ordinary shares, either in person or by proxy. Ordinary shares that constitute broker non-votes are counted as shares entitled to vote on Proposal No. 2. Abstentions will have the same effect as a vote “AGAINST” this proposal.
Our Board of Directors unanimously recommends a vote “FOR” the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending April 1, 2017.
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PROPOSAL TWO
24 | MICHAEL KORS
Pre-Approval Policies and Procedures
It is the policy of the Audit Committee to pre-approve all services, audit and non-audit, to be provided to the Company by its independent registered public accounting firm. Under the policy, the Audit Committee is generally required to pre-approve the provision by the Company’s independent registered public accounting firm of specific audit, audit-related, tax and other non-audit services, subject to the fee limits established from time to time by the Audit Committee, as being consistent with auditor independence.
All services provided by EY as our independent registered public accounting firm for Fiscal 2021 and Fiscal 2022 were pre-approved by the Audit Committee.
Representatives of EY are expected to be present at the Annual Meeting. They will be given an opportunity to make a statement and will be available to respond to appropriate shareholder questions.
Vote Required and Board Recommendation
Approval of this proposal requires the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote on this proposal that are present at the Annual Meeting and are voted and not abstained, as well as the presence of a quorum representing a majority of all of our outstanding ordinary shares, either in person or by proxy. As this proposal is considered “routine” under applicable NYSE rules, we do not anticipate any broker non-votes on this Proposal No. 2. Abstentions will have the same effect as a vote “AGAINST” this proposal.
Our Board of Directors unanimously recommends a vote “FOR” the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending April 1, 2023.
2016 Proxy Statement


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COMPENSATION DISCUSSION AND ANALYSIS

TABLE OF CONTENTS

PROPOSAL NO. 3
Non-Binding Advisory Vote on Executive Compensation
Results of 2021 Shareholder Advisory Vote
On July 28, 2021, at the 2021 annual meeting of shareholders, our say on pay proposal passed with approximately 95.8% of the votes cast in favor of our executive compensation program.
Fiscal 2022 Say on Pay Proposal
We are submitting to our shareholders for approval a non-binding resolution to ratify named executive officer compensation as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement under “Compensation Discussion and Analysis” and “Executive Compensation.” This proposal gives our shareholders the opportunity to vote to approve, on a non-binding advisory basis, our executive pay program and policies through the following resolution:
“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures contained in the proxy statement for the 2022 Annual Meeting of Shareholders.”
Our compensation structure is centered on a pay for performance philosophy, and this pay for performance focus is designed to align the interests of our executives and our shareholders, motivate and retain our executives to achieve our targeted financial and other performance objectives, reward them for their achievements when those objectives are met or exceeded, and to provide for reductions in compensation when results fall below target and no incentive compensation if results do not achieve a threshold level of performance. With these principles in mind, we structure our compensation program as a competitive total pay package, which we believe allows us to attract, retain and motivate executives with the skills and knowledge we require and promote the stability of our management team, which we view as vital to the success of our business. We believe our executive compensation programs are structured to best support our Company and our business objectives and that a vote in favor of the compensation of our named executive officers is warranted.
Vote Required and Board Recommendation
Approval of the above resolution requires the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote on this proposal that are present at the Annual Meeting and are voted and not abstained, as well as the presence of a quorum representing a majority of all of our outstanding ordinary shares, either in person or by proxy. The vote is advisory and non-binding in nature, but our Compensation and Talent Committee and our Board will take into account the outcome of the vote when considering future executive compensation arrangements, to the extent they can determine the cause or causes of any significant negative voting results. Ordinary shares that constitute broker non-votes are not considered entitled to vote on Proposal No. 3 and will not affect the outcome of this matter assuming a quorum is present. Abstentions will have the same effect as a vote “AGAINST” this proposal.
We expect that our next say on pay vote will take place at the 2023 annual meeting of shareholders.
Our Board of Directors unanimously recommends a vote “FOR” approval of the advisory resolution on executive compensation.
This Compensation Discussion and Analysis explains our compensation program as it pertains to our Honorary Chairman and Chief Creative Officer,
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Compensation Discussion
and Analysis
This Compensation Discussion & Analysis provides our shareholders and other stakeholders information about our performance, and the compensation framework, decisions and governance for our Named Executive Officers (“NEOs”). For Fiscal 2022, our NEOs were:
Name
​​
Position
John D. Idol
​​
Chairman and Chief Executive Officer (CEO), our
Thomas J. Edwards, Jr.
​​
Executive Vice President, Chief Financial Officer (CFO) and our two other most highly compensated executive officers (referred to collectively as our “named executive officers”) in respectChief Operating Officer
Jenna Hendricks
​​
Senior Vice President, Chief People Officer
Krista A. McDonough
​​
Senior Vice President, General Counsel and Chief Sustainability Officer
Daniel T. Purefoy
​​
Senior Vice President, Global Operations and Head of Fiscal 2016Diversity and includes a discussionInclusion
Joshua Schulman(1)
​​
Former Chief Executive Officer of our compensation objectives and philosophy and the material elements of compensation earned by, awarded or paid to our named executive officers in Fiscal 2016. This section also describes processes we use in reaching compensation decisions and is intended to amplify and provide context for understanding the amounts in the tabular disclosure that follows. For Fiscal 2016, our named executive officers were as follows:Michael Kors
NamePosition
Michael KorsHonorary Chairman & Chief Creative Officer
John D. IdolChairman & Chief Executive Officer
Joseph B. ParsonsExecutive Vice President, Chief Financial Officer, Chief Operating Officer & Treasurer
Cathy Marie RobinsonSenior Vice President, Corporate Strategy & Chief Operations Officer
Pascale MeyranSenior Vice President, Chief Human Resources Officer
(1)
Executive Summary

Highlights for Fiscal 2016

Despite a difficult macro and retail environment, we achieved our revenue and earnings per share (EPS) goals for Fiscal 2016, continued to execute our key strategic initiatives and returned value to our shareholders through our share repurchase program.

Key Financial and Performance Achievements

Strong total revenue—Our total revenueincreased 7.8% on
Mr. Schulman served as an as reported basis, or 11.7% on a constant currency basis, to $4.7 billion. Over the last four fiscal years our revenue has grown at a CAGR of 29% as illustrated below.


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2016 Proxy Statement



EPS growth—Our diluted EPS was $4.44 per share, compared to $4.28 per share in fiscal 2015. Over the last four fiscal years, our diluted EPS has increased at a CAGR of 31% as illustrated below.

Solid balance sheet—As of April 2, 2016, we had approximately $702.0 million of cash and cash equivalents on our balance sheet.

Returned Capital to Shareholders—During Fiscal 2016, we repurchased 24,757,543 ordinary shares totaling approximately $1.15 billion. Since we initiated our share repurchase program in fiscal 2015, we have returned approximately $1.6 billion of capital to our shareholders through share repurchases.
Key Strategic Achievements
Trend setting products—Michael Kors and the design team elevated our luxury fashion product across categories with newness in silhouette, texture, color and mixed materials, which was met with a positive response among consumers. Our innovative product design strengthens our position as a fashion leader and enabled us to deliver strong results in fiscal 2016.
Distinctive brand positioning—We refreshed our marketing campaign, which we believe more closely aligns with the lifestyleexecutive officer of the modern Michael Kors customer, enabling uscompany from August 24, 2021 through March 4, 2022. Mr. Schulman ceased to continue to increase customer awareness and brand loyalty.
Invested in infrastructure—We continued to invest in our business in order to further develop the infrastructure necessary to support long-term sustainable growth, including capital investments in our digital flagships, such as the launch of our Canadian e-commerce website, which enabled us to grow our business in North America.


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2016 Proxy Statement



Optimized customer engagement—We invested in technology and focused on customer relationship initiatives as part of our omni-channel strategy to provide a seamless customer experience across different channels. Our sales associates also remained committed to deliveringbe an exceptional Jet Set luxury experience for our customers in our retail stores, shop-in-shops and through our digital flagships.
Expanded retail footprint—We expanded our retail presence with 142 net new store openings globally.

Set Foundation for Long-Term Growth in Asia—On January 1, 2016, we acquired the Michael Kors business in South Korea from our former licensee, consistent with our strategy to expand internationally, including in Asia, and we continued to develop the platform to support long-term growth in Asia.

Focused on Menswear—We accelerated the roll-out of our menswear line with new, modern designs in sportswear and leather goods.
Key Components of Fiscal 2016 Compensation
Fiscal 2016 Compensation
Set forth below is Fiscal 2016 compensation information for each of our named executive officers as determined under SEC rules. See the Summary Compensation Table for the accompanying notes.
Name and Principal Position  
Salary
($)
 
Bonus
($)
 
Share
Awards
($)
 
Option
Awards
($)
 
Non-Equity
Incentive Plan
Compensation
($)
 
All Other
Compensation
($)
 
Total
($)
Michael Kors Honorary Chairman & Chief Creative Officer
  1,000,000 — 5,999,974 1,488,984 6,500,000 136,291 15,125,249
John Idol Chairman & Chief Executive Officer
  1,000,000 — 5,999,974 1,488,984 6,500,000 80,703 15,069,661
Joseph Parsons Executive Vice President, Chief Financial Officer, Chief Operating Officer & Treasurer
  600,000 — 1,440,036 357,357 420,000 7,800 2,825,193
Cathy Marie Robinson Senior Vice President, Corporate Strategy & Chief Operations Officer
  450,000 — 1,980,047 119,114 157,500 7,123 2,713,784
Pascale Meyran Senior Vice President, Chief Human Resources Officer
  500,000 250,000 560,020 138,971 — 444,964 1,893,955
Fiscal 2016 Compensation Decisions
In Fiscal 2016, we made the following changes to our compensation practices:
Because the Compensation and Talent Committee wanted to maximize tax deductions, we amended Michael Kors and John Idol's employment agreements to: (i) reduce their respective annual base salary to $1 million; and (ii) modify the bonus payout structure and performance metric to take into account the reduction in base salary so that each of them will be entitled to receive a bonus equal to 1% of EBITDA (as defined in their employment agreements) up to a maximum of $1.5 million for the first six monthsemployee of the fiscal year and up to $6.5 million for the full fiscal year performance period, reduced by the part-year bonus, if any. See "Executive Compensation—Employment Agreements with Our Named Executive Officers."


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2016 Proxy Statement



We modified the equity grant mix for our executive officers so that it is now comprisedCompany as of 20% share options, 40% performance-based restricted share units and 40% time-based restricted share units. For further details, see “—Elements of Executive Compensation—Performance-Based Compensation.”
Restricted share units granted to Messrs. Kors and Idol will vest on the anniversary of the date of grant so long as our EBITDA for the fiscal year ending immediatelyMarch 7, 2022 (which was prior to the first vesting date is at least $250 million.
Prior to the start of Fiscal 2016, we engaged in a thorough process to establish our operating budget, performance targets and measures which were then presented to the Compensation and Talent Committee for approval. Upon the completion of the fiscal year, the Compensation and Talent Committee determines the extent, if at all, to which financial performance has been achieved against the pre-established targets and the degree of achievement, based on our final audited financial statements for such fiscal year, and recommends that the Board approve annual cash incentive bonuses to our executive officers. For Fiscal 2016, the corporate performance target under our Executive Bonus Program (the "Bonus Plan") was operating income with a target operating income goal of $1.26 billion. The corporate performance target under the Bonus Plan was not met because actual operating income was approximately $1.18 billion. The Compensation and Talent Committee believes that operating income is an appropriate performance metric for the named executive officers that participate in the Bonus Plan because these executives have the ability to control and impact expenses and capital expenditures.
Messrs. Kors and Idol do not participate in the Bonus Plan and are eligible for an annual incentive bonus pursuant to their respective Employment Agreements equal to 1% of EBITDA, up to $6.5 million. See "Executive Compensation—Employment Agreements with Our Named Executive Officers." In Fiscal 2016, we achieved EBITDA of approximately $1.367 billion. The Compensation and Talent Committee believes that EBITDA is an appropriate performance metric for determining the incentive bonus for Messrs. Kors and Idol because it is a comprehensive indicator of our overall financial performance and cash flows and is aligned with the interests of our shareholders.
Despite numerous headwinds in Fiscal 2016, we achieved strong financial performance which we reflected in the compensation decisions and pay to our named executive officers as follows:
Messrs. Kors and Idol earned their maximum incentive bonus of $6.5 million for Fiscal 2016 pursuant to the terms of their employment agreements.
Our other executive officers (except for Ms. Meyran) earned an incentive bonus equal to 70% of their maximum incentive bonus pursuant to the terms of the Bonus Plan reflecting the attainment at the maximum level of their respective divisional targets and the forfeiture of 30% of their maximum incentive bonus because the corporate performance target was not attained. See "—Elements of Executive Compensation—Performance-Based Compensation—Annual Cash Bonuses—Bonus Program."
Ms. Meyran received 100% of her maximum bonus opportunity for Fiscal 2016 pursuant to the terms of her employment agreement.
New equity awards were approved for each of our named executive officers in fiscal 2017 as a reward for performance in Fiscal 2016 at the following estimated target long-term incentive value as of June 15, 2016 (which was the date of grant):


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2016 Proxy Statement



Named Executive OfficerTarget LTI Value (Est. $)
Michael Kors1,000,000
John D. Idol1,000,000
Joseph B. Parsons1,200,000
Cathy Marie Robinson500,000
Pascale Meyran500,000
The Compensation and Talent Committee believes it was appropriate to reduce the equity granted to each of Michael Kors and John Idol in fiscal 2017 in respect of Fiscal 2016 performance because they each earned their maximum incentive bonus in Fiscal 2016 but the other named executive officers, with the exception of Ms. Meyran, did not, and each of Messrs. Kors and Idol already has a meaningful equity interest in the Company at 3.1% and 2.0%, respectively. See "Security Ownership of Certain Beneficial Owners and Management." If the grant date fair value of the equity awards for Messrs. Kors and Idol were shown in the performance year in respect of which the Compensation and Talent Committee actually attributes such equity awards, Michael Kors and John Idol's total Fiscal 2016 compensation would have been as follows:
Name and Principal Position
Fiscal 2016(1)
Michael Kors
Honorary Chairman & Chief Creative Officer
$8,636,263
John D. Idol
Chairman & Chief Executive Officer
$8,580,675
__________________
(1) Amounts reported as total compensation in this column differ substantially from the amounts determined under SEC rules and reported as total compensation in the Summary Compensation Table for Fiscal 2016. This amount is not a substitute for total compensation. For more information on total compensation as calculated under SEC rules, see the narrative disclosure and footnotes accompanying the Summary Compensation Table included in this Proxy Statement.
Performance-Based Restricted Share Unit Vesting
The performance-based restricted share units granted in fiscal 2014 for the performance period commencing on on March 30, 2014 (the first day of fiscal 2014) and continuing through April 2, 2016 (the last day of Fiscal 2016) vested at the maximum level of 150% for such performance period for each of Messrs. Kors, Idol and Parsons because cumulative net income for the three-year performance period ending on the last day of Fiscal 2016 was approximately $2.382 billion, representing 180.4% of the target performance goal2022).
Table of Contents
Performance Level 
Cumulative Net
Income for the
Performance
Period
(in thousands)
 
% of Target
Performance Goal
Achieved
 
% of PRSUs That
Will Become
Vested On the
Vesting Date
Threshold $924,217 70% 50%
Target $1,320,310 100% 100%
Maximum $1,452,341 110% 150%
Ms. Meyran and Ms. Robinson were not employed by the Company during fiscal 2014, and therefore, were not eligible for this particular grant of performance-based restricted share units.



Executive Summary
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2016 Proxy Statement



Fiscal 2016 Target Annual Total Direct Compensation Mix
In2022 Business Highlights | Our Fiscal 2016, we also continued to align executive compensation with the Company's performance, with incentive-based compensation representing a significant portion of our executive compensation. Set forth below is the 2016 target annual total direct compensation mix. These charts represent regular, ongoing annual target compensation and exclude one-time special compensation.

2022 Executive Compensation PhilosophyProgram | Leadership Transitions
Compensation Design
39
Compensation Objectives | Compensation Policies and Practices | Compensation Framework
Fiscal 2022 Compensation
What We DoWhat We Don't Do
ü Pay for performance
û No hedging of company securities41
Base Salary | Incentive Compensation | Other Compensation
Compensation Governance
47
ü Share ownership guidelines
û No guaranteed salary increases
ü Double trigger vesting
û No grants below fair market value
ü Clawback policy
û No repricing without shareholder approval
ü Review of share utilization
û No long-term incentive grants in severance
ü Independent consultant
û No gross-up taxes
ü Independent committee
û No excessive executive perquisites


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2016 Proxy Statement



Our executive compensation program reflects our philosophy of compensating our executives, including our named executive officers, in ways that are designed to achieve the following primary goals of:
Aligning executives’ interests with those of our shareholders by making a meaningful portion of compensation tied to our financial performance and share price;
Balancing long and short-term focus so that our executives are incentivized to grow our business but also motivated to think long-term, with a significant portion of compensation in the form of equity awards;
Attracting, retaining and motivating senior management;
Promoting collaborative leadership behavior to maximize the achievement of our financial and strategic goals and objectives; and
Rewarding the unique performance, career histories, contributions and skill sets of each of our named executive officers.
Our primary business objective is to drive sustained increases in shareholder value through ongoing revenue and earnings growth. As such, our compensation structure is centered on a pay for performance philosophy, and this pay for performance focus is designed to align the interests of our executives and our shareholders, motivate our executives to achieve our targeted financial and other performance objectives, and reward them for their achievements when those objectives are met. With these principles in mind, we structure our compensation program as a competitive total pay package, which we believe allows us to attract, retain and motivate executives with the skills and knowledge we require and promote the stability of our management team, which we view as vital to the success of our business. In setting our named executive officer compensation levels, while we do compare our executive compensation to a group of selected competitors, we do not target any specific market percentile at our peers because our Compensation and Talent Committee believes that compensation of the named executive officers should reflect the overall financial performance of our Company.
Our business strategy and our compensation programs have been designed with these objectives in mind. To help achieve these objectives, a significant portion of our named executive officers’ compensation is at-risk and provided in the form of variable or performance-based compensation. We believe this is appropriate given our named executive officers’ abilities to influence our overall performance and execute our key growth strategies.
Results of 2015 Shareholder Advisory Vote
On July 30, 2015, at the 2015 Annual Meeting of Shareholders, our say on pay proposal passed with approximately 78.8% of the votes cast in favor of our executive compensation program.


31 | MICHAEL KORS
2016 Proxy Statement



Establishing and Evaluating Executive Compensation
Role of the Compensation and Talent Committee | Role of Consultants and Our ChiefAdvisors | Say-on-Pay | Considerations in Setting Executive OfficerCompensation | Compensation and Risk
The
Additional Information
51
Severance Protection and Change in Control | Tax and Accounting Considerations | Compensation and Talent Committee is responsibleReport
CAPRI HOLDINGS
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Compensation Discussion and Analysis
Executive Summary
Fiscal 2022 Business Highlights
The COVID-19 pandemic and other external headwinds continued to create uncertainty for our business during Fiscal 2022, including ongoing supply chain challenges, COVID-19 related regional restrictions and the war in Ukraine that has led to the temporary cessation of our business in Ukraine and Russia. Despite these challenges, we were able to drive strong financial results for Fiscal 2022 — delivering the highest revenue, gross margin and earnings per share (“EPS”) in our Company’s history.


(1)
A reconciliation to GAAP amounts appear in Annex A of this Proxy Statement.
*
Illustrates TSR for reviewing and approving corporate goals and objectives relevantrecent periods relative to the compensation of Messrs. Kors and Idol, evaluating the performance of these executives in light of those goals and objectives and determining and approving Messrs. Kors’ and Idol’s compensation levels based on this evaluation. With respect to the compensation of our other named executive officers, the Compensation and Talent Committee reviews such executive officers’ compensation levels and makes recommendations to the full Board for approval. Mr. Idol also makes recommendations to the Compensation and Talent Committee with respect to the compensation levels of such named executive officers.
In connection with recommending and setting appropriate compensation levels for our named executive officers, our Compensation and Talent Committee bases its decisions on a number of factors, including performance evaluations of our named executive officers, the experience, potential and nature and scope of responsibility of each executive officer, the terms of executive officer employment agreements, if applicable, and information provided to the Compensation and Talent Committee with respect to the compensation of our selected competitors (as discussed below), while also taking into account our performance, strategic goals and objectives and our articulated compensation strategy relative to that of our selected competitors.
Role of the Independent Compensation Consultant
In Fiscal 2016, the Compensation and Talent Committee engaged Willis Towers Watson as its independent compensation consultant. Willis Towers Watson provides the Compensation and Talent Committee with market data on executive compensation levels and practices at our selected competitors and also advises the Compensation and Talent Committee on trends and best practices in the areas of executive compensation and governance, assists the Compensation and Talent Committee in its review and evaluationmedian of our compensation policies and practices, reviews our compensation discussion and analysis, and also provides independent advice to our Compensation and Talent Committee on director compensation. Willis Towers Watson does not provide, and is prohibited from providing, other services to the Company or our management, except at the direction of the Compensation and Talent Committee. We do not have any other relationships with Willis Towers Watson,peer group as detailed in this Proxy Statement and the CompensationS&P 500 Apparel, Accessories and Talent Committee has determined that Willis Towers WatsonLuxury Goods index. TSR is independentbased on stock price appreciation, plus dividends reinvested. 1-year TSR assumes shares purchased on March 27, 2021 and has no conflicts of interest with us. The Compensationsold on April 2, 2022; 3-year TSR assumes shares purchased on March 30, 2019 and Talent Committee has the sole authority to retain or terminate advisors to the Compensationsold on April 2, 2022; and Talent Committee that assist in the evaluation of the compensation of our named executive officers5-year TSR assumes shares purchased on April 1, 2017 and our directors.
Market Data
One factor considered by the Compensation and Talent Committee and management in setting total compensation levels for our named executive officers is market data. Our Compensation and Talent Committee,sold on behalf of our Board and with the assistance of Willis Towers Watson, reviews compensation levels at select competitor companies of similar size and stage of development operating in the retail accessories and apparel and other related industries to better assess the range of compensation needed to attract, retain and motivate executive talent in our highly competitive industry and to inform and guide compensation decisions.


April 2, 2022.
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Compensation Discussion and Analysis
In addition, we remained steadfast in our execution of our strategy to maximize the full potential of our three distinct fashion luxury brands by continuing to:
design innovative and exciting fashion product
create compelling communication to deepen consumer desire and engagement
leverage our seamless omni-retailing capabilities to accelerate revenue growth
build upon our corporate values with communities both internally and externally
We generated free cash flow of $573 million, ending the year with strong liquidity and lower net debt. We returned $650 million in capital to our shareholders through our share repurchase program that we reinstated in Fiscal 2022 given our strong financial position and positive business trends.
Our Fiscal 2022 results are a testament to the dedication and agility of our executive team and our employees across the globe. Looking ahead to Fiscal 2023, we expect to see continued recovery from the global pandemic driven by our ongoing strategic initiatives. Given the strength across all of our luxury houses, we continue to believe that Capri Holdings is well positioned to deliver multiple years of revenue and earnings growth and to drive increased value for our shareholders.
CAPRI HOLDINGS
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Compensation Discussion and Analysis
Our Fiscal 2022 Executive Compensation Program
Our executive compensation plan design emphasizes pay for performance and is designed to promote responsible pay and governance practices that align with the interests of our shareholders. Our Fiscal 2022 executive pay program reflects the definitive steps we took to prudently manage costs, build a position of financial strength and retain critical leaders and talent with outcomes recognizing our exceptional financial results. Despite the challenging business environment, total compensation packages for our NEOs continued to emphasize short-term and long-term incentive awards that are paid out only if we achieved specific financial targets, and equity awards that continued to be linked to movements in share value. During Fiscal 2022, a number of modifications were made to our executive compensation program in response to the continued uncertainty presented with the COVID-19 pandemic. While we reverted to pre-pandemic practices in certain elements of our program, the ongoing uncertainty continued to influence the design of our Fiscal 2022 executive compensation program.
Program
​​
Fiscal 2022 Decisions
​​
Rationale
32 | MICHAEL KORS
2016 Proxy Statement



The Compensation and Talent Committee reviewed the compensation levels with respect to all direct pay elements, including salary, cash incentives and equity, at the following 17 companies with similar characteristics to us: namely, retail apparel and/or accessories companies, with a strong consumer brand, high profitability and comparable size (based on revenue, operating income and market capitalization):
Abercrombie & Fitch Co.Fossil Group, Inc.Ralph Lauren Corporation
American Eagle Outfitters, Inc.Guess?, Inc.Tiffany & Co.
Ascena Retail Group Inc.Hanesbrands Inc.Under Armour, Inc.
Burberry GroupL Brands, Inc.Urban Outfitters Inc.
Coach, Inc.lululemon athletic inc.VF Corporation
Footlocker Inc.PVH Corp.
Elements of Executive Compensation
The principal components of named executive officer compensation include both fixed and variable (performance-based) elements, with a significant emphasis placed on performance-based compensation. A competitive, fixed level of compensation is designed to attract and retain highly talented and qualified executives. Performance-based compensation is designed to motivate and reward executives to achieve or exceed financial goals and align the interests of our executives with the interests of our shareholders. With respect to performance-based compensation, the amount of compensation that the executive ultimately earns or is paid varies based on our financial performance or our share price.
Fixed Compensation
Base Salary
​​
Base salaries for our named executive officers are designedCEO, CFO / COO and SVP, Global Operations continued to provide a stable level of minimum compensation to our executives, commensurate with the executive’s role, experience and duties. Except with respect to Messrs. Kors and Idol, the Compensation and Talent Committee, on an annual basis, reviews several factors to determine whether any increase inhave
partial base salary is warranted, including the performancereduction for Fiscal 2022
CEO base salary at 90% of each other named executive officer, the efforts each has takenFiscal 2020 levels
CFO / COO and SVP, Global Operations received a 4.2% base salary merit increase as part of annual review cycle but still had base salary at 93.8% of Fiscal 2020 levels
​​
• Align with focus on behalfmanaging costs
• Begin to re-align leaders with pre-COVID-19 base salary levels as pandemic stabilized
• Retain leaders in critical leadership roles
​
As part of the Companyannual review cycle, SVP, General Counsel and expected future contribution, the individual’s experience, responsibilities and performance, our expected financial performance and salaries of similarly situated executives of our selected competitors. None of our named executive officersChief Sustainability Officer received any increase ina 10% base salary merit increase as compared to Fiscal 2020 levels for Fiscal 2022
​​
• Align target total cash compensation with similar positions in Fiscal 2016.our executive compensation peer group
For Fiscal 2016, the base salaries of our named executive officers were as follows:
Named Executive Officer

Base Salary ($)• Retain leaders in critical leadership roles
Michael Kors1,000,000
John D. Idol1,000,000
Joseph B. Parsons600,000
Cathy Marie Robinson450,000
Pascale Meyran500,000


33 | MICHAEL KORS
2016 Proxy Statement



Performance-Based Compensation
Annual Cash BonusesIncentive Program
​​
The second component of executive officer compensation isReinstated full year annual cash incentive bonusesprogram with performance hurdles at threshold, target and maximum aligned with our Company’s operating budget

Payout based on executive’s base salary as of the last day of Fiscal 2022, which reflects a base salary below Fiscal 2020 levels for CEO, CFO / COO and SVP, Global Operations
​​
• Reflects improved ability to more accurately forecast for the full fiscal year and reduced pressure to lower operating costs in light of evidence of recovery trends within our business
​
Eliminated individual performance component

Performance based 50% on free cash flow, 30% on gross margin and 20% on SG&A for all NEOs
​​
• Align NEO annual cash incentive with Company performance. Tyingfinancial performance
• Uniformly encourage our executive officers to increase cash flow, drive profitability and manage expenses in uncertain macroeconomic environment
LTI Awards
​​
June 2021 LTI awards (granted in Fiscal 2022 for performance in Fiscal 2021) were granted 100% in Restricted Share Units (RSUs), rather than 50% RSUs and 50% Performance-Based RSUs (PRSUs); RSUs vest over three years
​​
• Lack of visibility in June 2021 into future financial performance given unpredictability surrounding the pandemic making it difficult to set informed, multi-year performance targets
• Drive retention and engagement through a portionperiod of totalheightened uncertainty
​
Consistent with our expectation that the change in pay mix would be a temporary action due to the COVID-19 pandemic, we reinstated our standard target equity mix for our June 2022 LTI awards (granted in Fiscal 2023 for performance in Fiscal 2022) comprised of 50% RSUs (vesting over three years) and 50% Performance-Based RSUs (PRSUs)

Instituted three-year (as opposed to two-year) performance period and expanded the maximum payout range from 150% of target under our prior PRSU program to 200% of target
​​
• Encourage executives to achieve multi-year, long-term performance goals
• Recognize economic recovery trends and ability to more accurately forecast long-term goals
• Establish a clear, rigorous performance standard while also appropriately rewarding executive's for exceptional performance
• Motivate and retain executives
• Share ownership further aligns the interest of our executives with our the interests of our shareholders
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Compensation Discussion and Analysis
Leadership Transitions
On August 24, 2021, we announced that Joshua Schulman was appointed Chief Executive Officer of Michael Kors, and that he was intended to succeed John D. Idol as Chief Executive Officer of Capri Holdings in September 2022. At such time, Mr. Idol was intended to assume the role of Executive Chairman.
On March 7, 2022, we announced that Mr. Idol would remain as Chairman and Chief Executive Officer of Capri Holdings, and that Mr. Schulman would leave the company. Mr. Schulman’s departure met the definition of termination without Cause (as defined in his employment agreement), and the Company paid him the severance amount provided for under Section 5(b) of his employment agreement in exchange for a release of claims against the Company. No additional discretionary payments were made by the Company to Mr. Schulman in connection with his departure. See “Executive Compensation—Potential Payments Upon Termination of Employment and Change in Control—Severance Benefits—Joshua Schulman.”
As demonstrated by the Company’s strong results in Fiscal 2022, the Board believes that the Company has in place a clear strategy and an experienced leadership team with a successful track record of delivering on the Company’s growth initiatives. The Board recognizes that succession planning is one of its key responsibilities and will continue to make this a focus.
Compensation Design
Compensation Objectives
Capri Holdings is a global fashion luxury group, consisting of iconic brands that are industry leaders in design, style and craftsmanship. Our goal is to continue to extend the global reach of our brands while ensuring that they maintain their independence and exclusive DNA. For our shareholders, we expect this will translate into long-term earnings and revenue growth across our brands. We believe that to be successful we need to provide a diverse and inclusive environment and a culture that attracts, retains and motivates employees to operate at their highest level.
These objectives are reflected in our executive compensation program which is centered on a pay for performance philosophy designed to align the interests of our executives with those of our shareholders, motivate and retain our executives to achieve targeted financial and other performance objectives, reward them for their achievements when those objectives are met or exceeded, and likewise, reduce compensation when results fall below expectations.
Aligns executives’
interests with
shareholders
​​
Balances a long and
short-term focus
​​
Promotes collaborative
behaviors
​​
Rewards unique skills
and value
Compensation is meaningfully
tied to our financial performance
and share price
​​
Compensation combines annual
and multi-year performance
elements, incentivizing near-term
actions that generate sustainable
long-term value
​​
Incentive metrics are uniform and
assessed consistently for our
NEOs, encouraging partnership
and rewarding growth across the
Company
​​
Compensation levels reflect a
balance of contextual market data
with reference to individual
factors including performance,
career history, skills and
contributions
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Compensation Discussion and Analysis
Compensation Policies and Practices
The design of our compensation program also reflects practices that are intended to help ensure its successful operation and to align with the best interests of our shareholders.
Compensation Governance Policies and Practices
✔ Pay for performance | Majority of compensation is at risk, linked to annualperformance and shareholders’ interests
​​
✘ No guaranteed salary increases | Salaries are reviewed annually with no expectation or requirement to increase
✔ Require meaningful ownership | Executives are required to own 2-5-times their salary in Company performance permits usshares within five years, and are subject to adjust the performance measures each year to reflect changing objectivesa retention requirement if not met
​​
✘ No hedging of securities | Employees, including our NEOs, are prohibited from buying Company shares on margin or engaging in any hedging transactions
✔ Operate a clawback policy | The Company can clawback earned cash incentives and those that may be of special importance for a particular year. Through this program, we seek to provide an appropriate amount of short-termawarded performance-based long-term incentives in clearly defined situations
​​
✘ No equity awards included in severance calculations | If paid, severance is based only on cash compensation thatand is variable, at-riskclearly defined in employment agreements
✔ Have double trigger change in control | Severance requires a change in control and tiedinvoluntary termination
​​
✘ No option repricing | Any repricing requires advance shareholder approval
✔ Review share utilization | Share utilization is monitored carefully to the achievement of specific and measurable short-term performance goals.ensure equity programs are not overly dilutive
​​
Bonus Program
The Bonus Plan, which for Fiscal 2016 was a component of the Michael Kors Holdings Limited Amended and Restated Omnibus Incentive Plan, is designed to encourage eligible employees, including our named executive officers (other than Michael Kors and John D. Idol), to achieve or exceed our pre-established annual financial performance goals. Pursuant to the Bonus Plan, these named executive officers and certain other eligible employees may be awarded an annual cash bonus✘ No equity grants below fair market value | Equity awards are based on fair market values at the attainmentdate of divisional and corporate performance goals for each fiscal year. Prior to the beginning of each fiscal year, we engage in a thorough process to establish the specific performance measures and targets which are then presented to our Compensation and Talent Committee for approval. Actual bonuses for all participants in the Bonus Plan are based 30% on overall corporate performance and 70% on divisional performance.grant
✔ Engage an independent consultant | The Compensation and Talent Committee engages a consultant and annually assesses independence
​​
✘ No tax gross-ups | No executive has the authorityany right to make adjustments to the financial performance goals to omit, among other things, the effectreceive a tax gross-up on any element of unbudgeted extraordinary items (including increased expenditures resulting from unanticipated strategic events or due to revenues in excess of budget), unusual or infrequently occurring events and transactions and cumulative effects of changes in accounting principles. This ensures that our executives will not be unduly influenced in their decision-making because they would neither benefit nor be penalized as a result of certain unexpected and uncontrollable or strategic events that may positively or negatively affect the performance metrics in the short-term. Because we believe that the performance of each participant in the Bonus Plan is represented by our results, individual performance is not a factor considered by thecompensation
✔ Have an independent Committee | The Compensation and Talent Committee in determining actual bonuses.is comprised of independent Directors
​​
✘ No excessive executive perquisites | Perquisites are modest and aligned with market typical practices
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Compensation Discussion and Analysis
Compensation Framework
Our executive compensation program comprises three core components which reflect our long-standing compensation philosophy.
​​
Target Compensation Mix(1)
​​
Component and Purpose
​​
CEO
​​
Other NEOs
​​
Overview
Base Salary
Provides a stable level of fixed compensation commensurate with the NEO’s role, experience and duties
​​
​

​​
• Determined annually or as required
• Takes into account role, individual factors and contextual market data
Annual Cash Incentive
Encourages achievement of pre-established, objective performance goals
​​

 
​​
Bonus targets and maximum bonus opportunities for each named executive officer that participates in the Bonus Plan are fixed percentages of such named executive officer’s base salary based upon the executive officer’s position. Under the Bonus Plan, participants can earn• Expressed as a bonus opportunity based on the achievement of the performance goal at target, stretch or maximum. For our named executive officers, bonus targets range from 25% to 50%percentage of base salary as of last day of fiscal year
• Maximum opportunity capped at no more than 200% of target
• Based solely on achievement of financial performance targets without any individual component
Long-Term Equity Incentives
Aligns NEOs’ long-term interests with those of our shareholders, and, maximum bonus opportunities range from 50%in the case of PRSUs, provides an opportunity to 100%earn equity if pre-established, objective performance goals are achieved
​​
​
​​
• Typically granted as a mix of RSUs (50%) and PRSUs (50%)
• PRSUs generally cliff vest after three
years with a three year performance
period starting with the June 2022 grant
• PRSUs based on financial performance, and can vest at 0% – 200% of target starting with June 2022 grant
• RSUs typically vest over three years on each anniversary of the date of grant
(1)
Based on salary inclusive of COVID-19 salary reductions in effect as of the last day of Fiscal 2022. Incentives based on full-year annual target cash incentive and the Fiscal 2022 target value of long-term equity incentives. Excludes Mr. Schulman and perquisites.
Fiscal 2022 Compensation
Base Salary
We believe competitive base salaries are necessary to attract and retain qualified, high-performing executives. The Compensation and Talent Committee reviews salaries annually, or as required, and considers whether any increase is warranted based on an executive’s role, responsibilities, performance, experience, expected future contributions and the base salary of similarly situated executives at our selected competitors.
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Compensation Discussion and Analysis
The base salaries of our NEOs as of the last day of Fiscal 2022, or on the last day of their employment in the case of Mr. Schulman, were as follows:
Named Executive Officer
​​
Fiscal 2022
Base Salary
Rate ($)
​​
% Increase /
Decrease from
Fiscal 2021
​​
Effective Date of
Base Salary Rate
​​
% Increase /
Decrease from
Fiscal 2020
John D. Idol
​​
1,215,000
​​
N/A(1)
​​
April 1, 2021 
​​
(10.0)%
Thomas J. Edwards, Jr.
​​
750,000
​​
4.2%(2)
​​
June 1, 2021 
​​
(6.2)%
Jenna Hendricks
​​
500,000
​​
N/A(3)
​​
N/A(3)
​​
N/A(3)
Krista A. McDonough
​​
550,000
​​
22.2%(4)
​​
June 1, 2021 
​​
10.0%
Daniel T. Purefoy
​​
375,000
​​
4.2%(2)
​​
May 30, 2021 
​​
(6.2)%
Joshua Schulman
​​
1,200,000
​​
N/A
​​
August 24, 2021 
​​
N/A
(1)
Mr. Idol voluntarily elected to forgo his base salary.
After our audited financial statementssalary in Fiscal 2021 except for the fiscal year are completed,minimum required for benefits and certain perquisites.
(2)
Merit increases for Mr. Edwards and Mr. Purefoy were awarded as part of our annual review cycle in an effort to begin to re-align these leaders with pre-COVID-19 base salary levels as the pandemic stabilized. For Fiscal 2022, the base salary rate for these executives was reduced as compared to Fiscal 2020 and represented 93.8% of pre-pandemic levels.
(3)
Ms. Hendricks was not an NEO of the Company in Fiscal 2021 or Fiscal 2020.
(4)
Merit increase for Ms. McDonough was awarded as part of our annual review cycle taking into account her role and responsibilities and her performance and to better align Ms. McDonough’s target total cash compensation with similar positions in our executive compensation peer group.
Incentive Compensation
Fiscal 2022 Annual Cash Incentive
Each year the Compensation and Talent Committee establishes a target annual cash incentive opportunity, defined as a percentage of base salary as of the last day of the fiscal year, for each NEO. The amount earned can range from 0 to 200% of target depending on the role and based on the achievement of specific and measurable short-term performance goals.
 
​​
Fiscal 2022
Annual Cash Incentive
(% of Salary)
Named Executive Officer
​​
Target
​​
Maximum
John D. Idol
​​
300%
​​
400%
Thomas J. Edwards, Jr.
​​
100%
​​
200%
Jenna Hendricks
​​
50%
​​
100%
Krista A. McDonough
​​
50%
​​
100%
Daniel T. Purefoy
​​
50%
​​
100%
Joshua Schulman
​​
100%
​​
200%
In identifying performance metrics and setting performance goals, the Compensation and Talent Committee ensures alignment with our strategic priorities by referencing the Company’s operating budget. Performance metrics reflect priorities for the Company in any given year over a short-term time horizon, and performance ranges are aligned with the operating budget, with target set equal to budget. The budget itself reflects a rigorous assessment of projected performance, informed by our strategic and operational initiatives, prior year performance and broader general industry trends that could impact the business positively or negatively.
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Compensation Discussion and Talent Committee determines the extent to which our pre-established performance targets have been achieved (reflecting any adjustments approvedAnalysis
The financial performance measures, target values and financial results established by the Compensation and Talent Committee for Fiscal 2022 under the Cash Incentive Plan appear below:
 
​​
 
​​
Fiscal 2022 Award Targets(1)
​​
 
​​
 
​​
 
 
​​
Weighting
​​
Threshold
​​
Target
​​
Maximum
​​
Year-End
Results
​​
CEO
Weighted
Payout as
a % of
Target
​​
Other NEO
Weighted
Payout as
a % of
Target
 
​​
(dollars in millions)
Free Cash Flow
​​
50%
​​
$180.0
​​
$240.0
​​
$300.0
​​
$573.0
​​
66.5%
​​
100%
Adjusted Gross Margin(2)
​​
30%
​​
63.7%
​​
64.9%
​​
65.4%
​​
66.7%
​​
39.9%
​​
60%
Adjusted SG&A(2)
​​
20%
​​
$2,690.0
​​
$2,635.0
​​
$2,585.0
​​
$2,550.0
​​
26.6%
​​
40%
Total Weighted Payout as a % of Target
​​
 
​​
 
​​
133%
​​
200%
(1)
Payouts between threshold and maximum are calculated on an interpolated basis.
(2)
The performance measures used under the Cash Incentive Plan that were approved at the beginning of the performance period provided for certain non-GAAP adjustments so that performance measures would more consistently reflect underlying business operations as compared to the corresponding GAAP measures. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure is set forth in Annex A of this Proxy Statement. The non-GAAP financial results and reconciliations may differ from those disclosed as adjusted, non-GAAP measures in our public filings as additional items may be excluded in accordance with the terms of our Incentive Plan. These non-GAAP measures and adjustments may also be different from non-GAAP measures and adjustments used by other companies.
The Compensation and Talent Committee believes that free cash flow, gross margin and SG&A are appropriate measures of Company performance since cash flow and gross margin assess the amount of cash that the Company generates and profitability, including the effects of our strategic and capital plans, and a SG&A target encourages our executive officers to manage expenses in an uncertain macroeconomic environment. Each of these performance measures also reflect metrics commonly used by investors.
As a result of the above performance, the Compensation and Talent Committee approved the following annual cash incentive payments :
Named Executive Officer
​​
Annual Cash
Incentive Award
as a % of
Base Salary
​​
Fiscal 2022
Annual Cash
Incentive ($)
John D. Idol
​​
400%
​​
4,860,000
Thomas J. Edwards, Jr.
​​
200%
​​
1,500,000
Jenna Hendricks
​​
100%
​​
500,000
Krista A. McDonough
​​
100%
​​
550,000
Daniel T. Purefoy
​​
100%
​​
375,000
Joshua Schulman
​​
200%(1)
​​
1,267,925(1)
(1)
Mr. Schulman served as an executive officer of the Bonus Plan) and, based upon such achievement, recommends thatcompany from August 24, 2021 through March 4, 2022. Mr. Schulman ceased to be an employee of the Board approve an annual cash incentive bonus pool and the amounts payableCompany as of March 7, 2022 (which was prior to the named executive officers participating in the Bonus Plan. Based upon such recommendation, the Board then approves the total bonus poollast day of Fiscal 2022), and the amounts payabletherefore, was not entitled to the named executive officers participating in the Bonus Plan.


34 | MICHAEL KORS
2016 Proxy Statement



Messrs. Kors and Idol do not participate in the Bonus Plan and instead, forCompany’s Fiscal 2016, they were each entitled, pursuant2022 Cash Incentive Plan. Pursuant to the terms of their respectivehis Separation and Release Agreement and consistent with being terminated without Cause under the terms of his employment agreements,agreement, Mr. Schulman was entitled to earnreceive a guaranteed bonus payment for Fiscal 2022 in the amount of $700,000 plus a payment of $567,925 representing the portion of Mr. Schulman’s annual cash incentive for Fiscal 2022 that exceeded his Fiscal 2022 guaranteed bonus, pro-rated for the portion of Fiscal 2022 that Mr. Schulman was actually employed.
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Compensation Discussion and Analysis
Looking Ahead to Fiscal 2023
Our CSR strategy has always been about focusing our energy and resources where we can make the greatest impact on our world, our community and our philanthropic work. Beginning in Fiscal 2023, and as illustrated below, 10% of leadership’s annual incentive compensation will be tied to individualized ESG goals designed to hold our executives accountable for reducing the impact our operations have on the environment, as well as to incentivize management to foster a more diverse and inclusive workforce while continuing to give back to communities and people in need. These goals will be derived from our CSR strategy which can be found on our corporate website at www.capriholdings.com/responsibility. Over the next year, we will continue to improve the way we work in order to better the world in which we live.
 
​​
Fiscal 2022 Plan
​​
Fiscal 2023 Plan
Free Cash Flow
​​
50%
​​
50%
Gross Margin
​​
30%
​​
20%
SG&A
​​
20%
​​
20%
ESG
​​
—%
​​
10%
In addition, commencing in Fiscal 2023, Mr. Idol’s target annual cash incentive opportunity will be reduced from 300% to 200% of base salary. The Compensation and Talent Committee determined that this change was appropriate in order to better align Mr. Idol’s target opportunity with the targets for the other executives so that each executive’s target opportunity equals one-half of their maximum opportunity. This change also aligns Mr. Idol’s target opportunity with the typical CEO target opportunity at our selected peer companies.
Equity Incentive Compensation
The use of equity-based compensation enables us to align the interests of our NEOs with those of our shareholders, reward for performance that is reflected in our share price increases and provides a balance to our annual Cash Incentive Plan which focuses on short-term objectives. Equity that vests over multiple years also fosters a long-term commitment that aids in the retention of our senior executives.
Typically, our target equity awards comprise an equal mix of PRSUs and RSUs. The Compensation and Talent Committee believes the mix of long-term equity incentive awards is appropriate because the value of the RSUs is tied to our share price, RSUs assist in our ability to retain key executives in a highly competitive market for talent, and we remain focused on the attainment of our long-term growth plan through the multi-year performance goals for PRSUs which aligns the interests of our executives with our shareholders.
50% Performance-Based Restricted Share Units (PRSUs)
​​
​​
50% Time-Based Restricted Share Units (RSUs)
• Typically vest after three years based on the achievement of pre-established goals
• Commencing in June 2022, performance measured over three years (instead of two)
• Subject to 1%three-year continued employment requirements
• Commencing in June 2022, depending on performance, the number of EBITDA (as definedshares earned will range from 0-200% of the target award (instead of 0-150%)
• Performance targets set with reference to operating plan
​​
​
​​
• Become vested at a rate of 1/3 per annum on each of the first three anniversaries of the date of grant
• Subject to continued employment requirements
For equity grants in respect of performance in Fiscal Years 2020 and 2021, the Compensation and Talent Committee determined that awards be granted solely in the form of RSUs. This reflected the challenge of setting sufficiently informed performance goals for PRSUs as there was significant uncertainty around the continuing impact of COVID-19, regional COVID-19 restrictions imposed on our operations, supply chain issues and the general macroeconomic environment. In May 2022, the Compensation and Talent Committee determined that it would reinstate PRSUs and that equity award grants to be made in June 2022 (which is our Fiscal 2023) in respect of Fiscal 2022 performance would again be comprised of 50% time-based RSUs and 50% performance-based RSUs. The Compensation and Talent Committee further determined that the PRSUs would vest
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Compensation Discussion and Analysis
after three years and, relative to the pre-pandemic program, increased the measurement period from a two-year performance period to a three-year performance period to better align the performance targets with the Company’s long-term strategic plan. The Compensation and Talent Committee also expanded the maximum payout levels for the PRSUs to establish a clear, rigorous performance standard while also appropriately rewarding executives for exceptional performance. Beginning in June 2022, with respect to shares underlying PRSUs, executives can earn 0% of the target number of shares for performance below established thresholds, 50% of the target number of shares for threshold performance and up to 200% of the target number of shares for maximum performance.
Timing of Awards
Typically, the target equity award value with respect to a fiscal year is approved shortly following the end of the fiscal year, and then granted in Q1 of the following fiscal year. This means that the awards captured in our Fiscal 2022 Summary Compensation Table were established based on Fiscal 2021 performance, and granted in June 2021. This is illustrated below in the context of our overall compensation framework.
​​
Fiscal Year
​​
Fiscal Year +1
​​
Fiscal Year +2
​​
Fiscal Year +3
​​
Fiscal Year +4
Base Salary(1)
​​
Paid in theircash
​​
​​
​​
​​
Annual Cash Incentive(1)
​​
Performance period
​​
Paid in cash
​​
​​
​​
PRSUs(2)
​​
​​
Fiscal Year award made
​​
​​
​​
0-200% vests(3)
​
​​
Performance period
​
​
​​
Service Period(3)
​​
RSUs(2)
​​
​​
Fiscal Year award made
​​
1/3 vests
​​
1/3 vests
​​
1/3 vests
​
​​
Service Period
(1)
Disclosed in the Fiscal Year Summary Compensation Table
(2)
Disclosed in the Fiscal Year+1 Summary Compensation Table. For example, our long-term incentive awards granted in June 2022 (our Fiscal 2023) related to an executive’s individual performance and contributions in Fiscal 2022 but will appear next year in the Fiscal 2023 Summary Compensation Table.
(3)
PRSUs vest in the June following the end of the applicable performance period subject to executive’s continued employment agreements)with the Company through the vesting date unless the executive dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.
June 2021 Equity Incentives
As discussed above, the equity incentive awards that were made in June 2021 (based on performance in Fiscal 2021) were granted solely in the form of RSUs given the significant challenges in setting sufficiently informed long-term performance goals. Rather than approve goals that could ultimately prove too easy or too difficult to achieve, resulting in a misalignment of pay and performance, the Compensation and Talent Committee determined that time-vested RSUs would continue to align executives’ interests with those of our shareholders, while exposing them to movements in our share price and enhancing retention. Despite relating to the prior year, given the timing of grant, these awards are captured in the Fiscal 2022 Summary Compensation Table:
Named Executive Officer
​​
Long-Term
Incentive Value(1)
John D. Idol
​​
8,500,000
Thomas J. Edwards, Jr.
​​
3,000,000
Jenna Hendrick
​​
1,500,000
Krista McDonough
​​
1,500,000
Daniel T. Purefoy
​​
600,000
Joshua Schulman
​​
N/A(2)
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(1)
Reflects estimated long-term equity incentive value. Because SEC disclosure rules require that we only include the grant date fair value of share-based long-term equity incentive awards actually granted in the applicable fiscal year, our long-term equity incentive awards made in Fiscal 2022 (June 2021) in respect of Fiscal 2021 performance appear in the Fiscal 2022 Summary Compensation Table. See “Executive Compensation—Summary Compensation Table” for the aggregate grant date fair value computed in accordance with Accounting Standards Codification topic 718, “Stock Compensation,” as issued by the Financial Accounting Standards Board (disregarding any forfeiture assumptions).
(2)
Mr. Schulman was not an employee on June 15, 2021 (the date the Fiscal 2022 equity award was made). For the grant date fair value of share-based long-term equity incentive awards granted to Mr. Schulman in Fiscal 2022 see “Executive Compensation—Summary Compensation Table.” For an explanation of Mr. Schulman’s initial equity award in connection with his hiring, see “—Schulman New Hire Equity Award” below.
June 2022 Equity Incentives
As discussed above, the equity incentive awards that were made in June 2022 subsequent to the end of the fiscal year and based on the individual executive’s performance in Fiscal 2022 were comprised of 50% time-based RSUs and 50% performance-based RSUs. The PRSUs will vest after three years subject to attainment of pre-established three year performance goals. The grant date fair value and percentage of RSUs and PRSUs granted to each NEO are reflected in the table below. For each NEO that received an equity grant, grant values remain unchanged relative to the prior year. Mr. Schulman is excluded from the below table as he is no longer employed by the Company.
Named Executive Officer
​​
Long-Term Incentive
Value ($)(1)
​​
Restricted Share
Units (RSUs)(%)
​​
Performance-Based
Share Units
(PRSUs)(%)
John D. Idol
​​
8,500,000
​​
50
​​
50
Thomas J. Edwards, Jr.
​​
3,000,000
​​
50
​​
50
Jenna Hendricks
​​
1,500,000
​​
50
​​
50
Krista A. McDonough
​​
1,500,000
​​
50
​​
50
Daniel T. Purefoy
​​
—
​​
—
​​
—
(1)
Reflects estimated grant date fair value rounded to the nearest whole number. Because SEC disclosure rules require that we only include the grant date fair value of share-based long-term equity incentive awards actually granted in the applicable fiscal year, our long-term equity incentive awards made in Fiscal 2023 (June 2022) in respect of Fiscal 2022 performance will appear in the Fiscal 2023 Summary Compensation Table.
Schulman New Hire Equity Award
In connection with Mr. Schulman’s appointment as Chief Executive Officer of Michael Kors and intended successor Chief Executive Officer to Mr. Idol, the Compensation and Talent Committee approved an initial equity award with a grant date fair value of approximately $15 million. This award served as a means to attract him to leave his former employer and join Capri Holdings, and to immediately align Mr. Schulman with the interests of our shareholders. The new hire equity grant was comprised entirely of RSUs that would vest in equal installments over five years on each anniversary of the date of grant.
The terms of this equity grant were subject to the standard terms under our Incentive Plan and the contractual provisions of his employment agreement for a termination without Cause (as defined in Mr. Schulman’s employment agreement). Accordingly, Mr. Schulman was eligible to continued vesting of his unvested RSUs that would otherwise have vested within twelve months of his separation date subject to the restrictive covenant and forfeiture provisions under the award agreement and his employment agreement. All other unvested RSUs were forfeited as of the separation date. Given the timing of his departure, this means that Mr. Schulman only received one-fifth of the RSUs under his new hire equity grant. In accordance with SEC disclosure requirements, the Summary Compensation Table shows the full grant date fair value of this award and does not reflect what Mr. Schulman ultimately received.
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Compensation Discussion and Analysis
Other Compensation
We maintain broad-based benefits that are provided to all employees. Our NEOs generally participate in the same benefit plans as other eligible full-time employees in the United States.
Benefit
​​
Key Features
401(k) Plan
​​
• Tax qualified retirement savings plan for U.S.-based employees
• Discretionary company contribution of up to 50% of up to a maximum employee contribution of $1.5 million6% of eligible earnings
• Employee contributions are fully vested immediately
• Company contributions vest ratably over four years
Deferred Compensation Plan
​​
• Available to executive officers and certain other highly compensated employees
• Participants can defer receipt of up to 75% of annual salary and/or 100% of their annual cash incentive to a future distribution date
• Participant deferrals are fully vested on contribution
Other Benefits and Perquisites
​​
• Medical, dental and vision plans
• Life insurance
• Short- and long-term disability coverage
• Paid vacation
• Merchandise discounts
Additional CEO Perquisites
​​
• Whole life insurance and term life insurance policy premiums paid by the Company up to $50,000 per annum
• Limited non-business use of the corporate aircraft (treated as taxable income in accordance with the IRS regulations)
in accordance with his aircraft time sharing agreement
• Use of an automobile and driver
No tax gross ups are provided on any perquisites. See “Executive Compensation—Summary Compensation Table—All Other Compensation” and “Executive Compensation—Fiscal 2022 Non-Qualified Deferred Compensation Table” for additional information regarding the value of benefit plans and perquisites in Fiscal 2022.
Compensation Governance
Role of the Compensation and Talent Committee
The Compensation and Talent Committee is comprised solely of independent directors and is chaired by Jean Tomlin. The Compensation and Talent Committee is responsible for reviewing and approving the Chief Executive Officer’s compensation, including target compensation levels, the corporate goals and objectives on which variable compensation is based, evaluating performance and approving pay outcomes. With respect to the compensation of our other NEOs, the Compensation and Talent Committee reviews such executive officers’ compensation levels and makes recommendations to the full Board for approval. Mr. Idol also makes recommendations to the Compensation and Talent Committee with respect to the compensation levels of the other NEOs given his direct knowledge of their performance and contributions.
The Compensation and Talent Committee meets several times a year (in some cases, multiple times per quarter) and follows a regular calendar of reviewing and approving compensation related matters. In general, our timeline consists of the following:
Primary Topics Covered by the Compensation and Talent Committee
Q1
​​
• Approve prior year performance and resulting variable compensation outcomes
• Approve current year incentive compensation performance goals
• Approve target compensation levels for senior executives
• Approve long-term incentive spend, dilution, and future LTI pool
Q2
​​
• Approve annual equity grants for independent directors
• Review compensation policies and practices
• Review incentive risk assessment
• Review compensation consultant independence
Q3
​​
• Review compensation peer group
• Review proposed changes to other compensation programs as needed
Q4
​​
• Review compensation philosophy, strategy, and any proposed program changes
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Compensation Discussion and Analysis
Primary Topics Covered by the Compensation and Talent Committee
​​
• Review market data on compensation levels and practices for senior executives
• Review independent director compensation benchmarking
Role of Consultants and Advisors
The Compensation and Talent Committee has the sole authority to retain or terminate advisers to the Compensation and Talent Committee that assist in the evaluation of the compensation of our named executive officers and our directors. In Fiscal 2022, the Compensation and Talent Committee retained WTW as its independent compensation consultant. In this capacity, WTW provides the Compensation and Talent Committee with market data on executive compensation levels and practices at our selected competitors, advises on trends and best practices in the areas of executive compensation and governance, assists in the review and evaluation of our compensation policies and practices, reviews our compensation discussion and analysis, and provides independent advice on director compensation. WTW is prohibited from providing other services to the Company or our management, except at the direction or approval of the Compensation and Talent Committee. In Fiscal 2022, and with the approval of the Compensation and Talent Committee, WTW provided the Company with risk and insurance brokering services, including management and consulting services related to our wholly-owned captive insurance entity, with total fees of approximately $894,687. The Compensation and Talent Committee has determined that its executive compensation consulting team at WTW is independent and that no conflicts exist.
Say-On-Pay
The Compensation and Talent Committee considers the feedback of our shareholders an important factor in reviewing executive compensation. Management currently conducts quarterly meetings with our major shareholders following earnings calls, and while executive compensation is not a focal point, these meetings provide a forum for our major shareholders to provide feedback. Additionally, the Compensation and Talent Committee considers the results of our annual advisory say-on-pay vote when reviewing executive compensation. At our 2021 Annual Meeting of Shareholders, 95.8% of votes were cast in favor of our executive compensation program, demonstrating widespread support for our current programs and practices.
Considerations in Setting Compensation
In assessing executive compensation and approving target pay, the Compensation and Talent Committee bases its decisions on our compensation philosophy, including the following factors:
Individual performance
evaluations
​​
Scope and nature of
responsibility
​​
Experience
​​
Expected future
contributions
Retention concerns
​​
Company and business
unit performance
​​
Market data at select
competitors
​​
Employment agreement
terms
One of the factors considered is practices at select competitors where compensation data is available, recognizing that many of our competitors are privately held or traded on a non-U.S. stock exchange and not subject to the same disclosure requirements as us. Given this is just one of several factors considered, we do not target any specific market percentile because our Compensation and Talent Committee believes that NEO compensation should reflect a broader and more holistic perspective, particularly our overall financial performance. This is reflected in both our pay levels and pay mix, with a significant portion of our NEOs’ compensation provided in the form of at-risk variable compensation, which we believe is appropriate given their ability to influence our overall performance and execute our key growth strategies.
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Compensation Discussion and Analysis
The Use of Market Data
Practices at a selection of our competitors who are required to disclose executive compensation are one of the factors considered in assessing and setting the total compensation levels for our NEOs.
Our compensation peer group comprises companies with broadly similar characteristics including:
Industry focus: retail accessories and/or apparel companies
Brand value: one or more strong consumer brands
Relative scale: comparable size with reference to revenue, net income and market capitalization
General relevance: similar stage of development and subject to similar economic factors
The composition of the peer group is reviewed periodically and is determined by the Compensation and Talent Committee, considering input from WTW, its independent compensation consultant. In October 2021, following a regular review of the existing peer group by WTW, the Compensation and Talent Committee approved revisions to the peer group, namely:
adding Deckers Outdoor Corporation
removing L Brands and Tiffany & Co. who were both subject to transaction activity that either reduced their continuing relevance and/or resulted in the lack of future disclosed compensation data being publicly available
This resulted in the peer group being reduced to 15 companies for Fiscal 2022.
Understanding compensation practices at these peer companies listed below enables the Compensation and Talent Committee to understand the relative competitiveness of our compensation in a highly competitive industry and guide compensation decisions in the context of our compensation philosophy.
Compensation Peer Group
Abercrombie & Fitch Co.
​​
Hanesbrands Inc.
​​
Under Armour, Inc.
American Eagle Outfitters, Inc.
​​
Levi Strauss & Co.
​​
Urban Outfitters Inc.
Burberry Group
​​
lululemon athletic inc.
​​
VF Corporation
Columbia Sportswear Company
​​
Deckers Outdoor Corporation
​​
Footlocker Inc.
​PVH Corp.
​​
Ralph Lauren Corporation
​​
​Tapestry, Inc.
At the time this peer group was determined for the Fiscal 2022 review, Capri Holdings was positioned at the 39th percentile for revenue and 47th percentile for market capitalization.
Performance Goal Setting and Assessment
For us to successfully link pay and performance, it is important that performance goals are set appropriately. At the beginning of each fiscal year, we engage in a thorough process to develop an internal annual operating budget. This budget reflects anticipated revenues and expenses for the fiscal year, taking into account known strategic and operational initiatives, informed by prior year performance and broader general industry trends that could impact the business positively or negatively. This internal operating budget is directly related to the guidance that we provide to investors at the beginning of the fiscal year and is the basis for the performance targets approved by the Compensation and Talent Committee. The Compensation and Talent Committee aligns target with the annual operating budget, and establishes ranges for threshold and maximum performance around target, to align pay with performance. See “—Fiscal 2022 Compensation—Incentive Compensation—Fiscal 2022 Annual Cash Incentive.”
Following the conclusion of the fiscal year, the Compensation and Talent Committee determines the degree of achievement in respect of the financial performance goals relative to the pre-established targets based on our final audited financial statements. As part of this determination, the Compensation and Talent Committee has the authority, based on previously approved adjustment guidelines, to make adjustments to the financial performance goals to omit, among other permitted adjustments under the Incentive Plan, the effect of unbudgeted extraordinary items (including increased expenditures resulting from unanticipated strategic events or due to revenues in excess of budget), unusual or infrequently occurring events
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Compensation Discussion and Analysis
and transactions (such as acquisitions or business interruption events), and cumulative effects of changes in accounting principles. This ensures that our executives will not be unduly influenced in their decision-making because they would neither benefit nor be penalized as a result of certain unexpected and uncontrollable or strategic events that may positively or negatively affect the performance metrics in the short-term. As a result, adjusted metrics under the Incentive Plan may differ from as reported adjusted financial metrics disclosed in our public filings. Having reached a determination, the Compensation and Talent Committee recommends that the Board approve performance-based incentives to our executive officers at the corresponding levels, who in turn approve the incentives for each of the NEOs.
Compensation and Risk
The Compensation and Talent Committee periodically reviews with management the design elements of our compensation program to determine whether any of its aspects encourage excessive or inappropriate risk-taking, particularly as it pertains to our NEOs. In conducting this assessment, the Compensation and Talent Committee evaluates a range of factors including pay mix, the range of performance metrics used, the performance goals, ranges and vesting schedules, how performance results are certified, our performance evaluation processes, and our leadership culture and values. In addition, consideration is given to the design of our risk mitigation policies detailed below. See “Compensation and Talent Committee Risk Assessment.”
Clawback Policy
We believe that having the ability to recover compensation in defined situations enables the Company to ensure incentive payments align with the long-term shareholder experience and deters behavior that could harm the business.
Clawback Policy
Covered compensation
​​
• Earned annual cash compensation
• Awarded performance-based long-term incentives
Individuals
​​
• Certain covered employees, which includes NEOs
Triggers
​​
• Restatement of financial results to correct an accounting error due to:
  • Material noncompliance with any financial reporting requirements under U.S. securities laws
  • Any mistake in calculations, or
  • Any other administrative error
Time horizon
​​
• Three years from the first six monthsissuance of such financial results
Permitted action
​​
• The Company may:
  • Recover all or part of any annual cash incentive compensation awarded or paid to these employees, and
  • Cancel and require the fiscal year and upexecutive to $6.5 million forpromptly repay any excess value received pursuant to a performance-based long-term incentive award
Related powers
​​
• Employment agreement: Similar powers with respect to the full fiscal year performance period, reduced byclawback of annual cash incentive compensation paid or awarded in the part-year bonus, if any. See "employment agreement with Mr. Idol (see “Executive Compensation—Employment Agreements with Our Named Executive Officers." Officers”)
In addition, our long-term incentive award agreements provide additional protections related to the breach of post-employment covenants, which we view as a necessary element of our incentive program as it deters activities that would likely cause significant competitive harm to our business. The terms provide that all vested share-based awards will be forfeited automatically under the Incentive Plan upon a breach by executive of any of the post-employment covenants such as any non-competition, employee or customer non-solicitation or non-disclosure obligations to which they are subject. The executive would be required to forfeit or repay any compensation previously received on exercise or settlement of the award in connection with any such breach.
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Compensation Discussion and Analysis
Share Ownership Guidelines
We believe that it is important for our executive officers to have a meaningful ownership stake in our Company in order to further align their financial interests with those of our shareholders, encouraging the creation of sustainable long-term growth. Guidelines are expressed as a multiple of salary, and newly appointed executive officers have five years from their date of hire to accumulate the required level. Compliance is determined annually based on share ownership as of the first day of the fiscal year, using the average share price for the preceding fiscal year. All NEOs employed as of the last day of the fiscal year were in compliance with their respective guideline as of the measurement date.
Share Ownership Guidelines and Compliance
Position
​​
Ownership Guideline
(Dollar value of shares as
a multiple of salary)(1)
​​
Compliance
Chief Executive Officer
​​
5.00
​​
✔
Executive Vice President, Chief Financial Officer and Chief Operating Officer
​​
3.00
​​
✔
Senior Vice President, Chief People Officer
​​
2.00
​​
✔
Senior Vice President, General Counsel and Chief Sustainability Officer
​​
2.00
​​
✔
Senior Vice President, Global Operations and Head of Diversity and Inclusion
​​
2.00
​​
✔
(1)
Includes vested and unvested time-based RSUs, exercisable options whose strike price is greater than the Company’s share price as of the measurement date and other shares owned in private investment or savings plan accounts for purposes of determining compliance with the guidelines.
If an executive is not in compliance with the share ownership guidelines, they are expected to hold 50% of their after-tax shares as they vest until compliance is attained. For a description of the share ownership guidelines applicable to our non-employee directors, see “Director Compensation—Director Share Ownership Guidelines.”
Additional Information
Severance Protection and Change in Control
In order to attract and retain the services of our incumbent NEOs and assure their continued service, the Company entered into employment agreements with each of them that specify the terms of employment, including certain compensation levels and certain severance benefits. Cash severance is limited to one-times base salary (without giving effect to any COVID-19 salary reductions) for the NEOs other than the CEO and former CEO of Michael Kors where severance is equal to two-times base salary (using pre-COVID-19 base salary in the case of Mr. Idol) plus two-times the annual cash incentive paid or payable in respect of the most recently completed fiscal year. Depending on the nature and timing of an executive departure, they may also be entitled to a pro-rata cash incentive. Additional terms related to a change in control are captured in our Incentive Plan provisions, including the accelerated vesting of long-term equity incentive awards upon certain terminations of employment occurring within 24 months following a change in control. No named executive officer has any right to receive a tax gross up for any “golden parachute” excise tax. We believe the severance benefits provided, which are the result of negotiations between the parties, are commercially reasonable and typical of the rights afforded to similarly situated executives in other companies of similar size operating in the retail accessories and/or apparel industry.
For a detailed description of the severance protections contained in each NEO’s employment agreement, and the estimated amounts payable to each NEO in the event of termination or a change in control, including details regarding the effect of termination and change in control on outstanding equity awards, see “Executive Compensation—Potential Payments Upon Termination of Employment or Change in Control—Treatment of Long-Term Equity Incentives Upon Termination or Change in Control.”
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Compensation Discussion and Analysis
Tax and Accounting Considerations
In designing our compensation and benefits programs, the Compensation and Talent Committee reviews and considers the tax treatment of amounts awarded or paid to our executives to ensure that such amounts qualify as tax deductible to the Company for federal income tax purposes whenever possible, to the extent consistent with our overall compensation goals. As a result of amendments to Section 162(m) of the Code as part of the Tax Cuts and Jobs Acts of 2017, we are generally no longer able to take a deduction for any compensation paid to our current or former NEOs in excess of $1.0 million.
Other provisions of the Code can also affect compensation decisions. Section 409A of the Code, which governs the form and timing of payment of deferred compensation, imposes a 20% additional tax and an interest penalty on the recipient of deferred compensation that does not comply with Section 409A. The Compensation and Talent Committee takes into account the potential implications of Section 409A in determining the form and timing of compensation awarded to our executives and intends to structure any non-qualified deferred compensation plans or arrangements (including the Deferred Compensation Plan) to be exempt from or to comply with the requirements of Section 409A.
We believe it is important that our Compensation and Talent Committee retains flexibility and authority to adjust compensation as needed to address particular circumstances, or unexpected, unusual or non-recurring events, and to attract and retain key executive talent, even if this results in the payment of non-deductible compensation. Accordingly, our Compensation and Talent Committee may recommend payments that are not fully deductible if, in its judgment, such payments are necessary to achieve our compensation objectives and are in the best interests of the Company and its shareholders.
In addition, each element of the compensation paid to our executives is expensed in our financial statements as required by U.S. GAAP. The financial statement impact of various compensation awards is an important factor that the Compensation and Talent Committee considers in determining the amount, form and design of each pay component for our executives.
Compensation and Talent Committee Report
The Compensation and Talent Committee reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management. Based on such review and discussion, the Compensation and Talent Committee recommended to the Board, and the Board approved, that the Compensation Discussion and Analysis be included in the proxy statement for the 2022 Annual Meeting of Shareholders and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended April 2, 2022.
COMPENSATION AND TALENT COMMITTEE
Jean Tomlin (Chair)
Marilyn Crouther
Robin Freestone
Ann Korologos
Jane Thompson
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Compensation and Talent Committee Risk Assessment
Management periodically reviews with the Compensation and Talent Committee our compensation policies and practices and evaluates the degree to which the various design elements of our compensation program encourage excessive or inappropriate risk-taking, including by our named executive officers. We believe that the various elements of our compensation program discourage imprudent risk taking and are aligned with our strategy and objectives. As a result of its review and evaluation of our Fiscal 2022 compensation program, the Compensation and Talent Committee concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us.
The factors evaluated by management and the Compensation and Talent Committee included:
the overall mix of pay between base salary, short-term and long-term incentives
the variety of performance metrics used in our performance-based incentive compensation plans
the range of performance required to earn a payout under performance-based compensation and capped payouts under our Incentive Plan
the timing of incentive payouts and the vesting schedules and vesting conditions under our Incentive Plan
our incentive compensation clawback policy
the balance between the use of time-based and performance-based equity incentives
share ownership guidelines for our non-employee directors and our executives
our policy against buying Company shares on margin or engaging in any hedging transactions
our rigorous management performance evaluation process with an emphasis on core competencies and leadership capabilities
our leadership and culture that values long-term value creation for our shareholders and strong financial performance
its certification of all performance results, approval of all performance payouts, and ability to apply discretion as appropriate
When we are developing new compensation programs or modifying existing programs and selecting performance measures for annual and long-term incentives, management and the Compensation and Talent Committee consider the associated risks when making its decisions.
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Executive
Compensation
Summary Compensation Table
The following table sets forth the compensation earned by, awarded, or paid to each of our named executive officers for our last three completed fiscal years:
Name and
Principal Position
​​
Fiscal
Year
​​
Salary
($)
​​
Bonus
($)(1)
​​
Share Awards
($)(2)
​​
Option Awards
($)(2)
​​
Non-Equity
Incentive Plan
Compensation
($)(3)
​​
All Other
Compensation
($)(4)
​​
Total
($)
John D. Idol
Chairman and
Chief Executive Officer
​​
2022
​​
1,215,000
​​
—
​​
8,500,021
​​
—
​​
4,860,000
​​
162,810
​​
14,737,831
​
2021
​​
24,502
​​
—
​​
6,000,005
​​
—
​​
2,025,000
​​
143,918
​​
8,193,425
​
2020
​​
1,350,000
​​
—
​​
7,499,990
​​
—
​​
2,700,000
​​
205,245
​​
11,755,235
Thomas J. Edwards, Jr.
Executive Vice President,
Chief Financial Officer and
Chief Operating Officer
​​
2022
​​
745,000
​​
—
​​
3,000,023
​​
—
​​
1,500,000
​​
8,550
​​
5,253,573
​
2021
​​
693,333
​​
—
​​
1,499,993
​​
—
​​
360,000
​​
4,200
​​
2,557,526
​
2020
​​
800,000
​​
500,000
​​
1,499,998
​​
—
​​
560,000
​​
6,188
​​
3,366,186
Jenna Hendricks(5)
Senior Vice President,
Chief People Officer
​​
2022
​​
476,667
​​
—
​​
1,499,984
​​
—
​​
500,000
​​
12,340
​​
2,488,991
​
​
Krista A. McDonough
Senior Vice President,
General Counsel and
Chief Sustainability Officer
​​
2022
​​
533,333
​​
—
​​
1,499,984
​​
—
​​
550,000
​​
8,550
​​
2,591,867
​
2021
​​
437,179
​​
—
​​
1,000,001
​​
—
​​
112,500
​​
4,200
​​
1,553,880
​
2020
​​
500,000
​​
500,000
​​
1,000,021
​​
—
​​
175,000
​​
5,750
​​
2,180,771
Daniel T. Purefoy(5)
Senior Vice President, Global Operations and Head of Diversity and Inclusion
​​
2022
​​
372,115
​​
—
​​
600,005
​​
—
​​
375,000
​​
—
​​
1,347,120
​
2021
​​
346,346
​​
—
​​
999,996
​​
—
​​
90,000
​​
—
​​
1,436,342
​
Joshua Schulman(5)(6)
Former Chief
Executive Officer -
Michael Kors
​​
2022
​​
646,048
​​
700,000
​​
14,999,989(7)
​​
—
​​
—
​​
877,925
​​
17,223,962
​
 
​
 
(1)
The part-year bonus is payable no later than December 30th of each year and the full-year bonus is payable no later than June 30th of each year.
Fiscal 2016 Annual Bonus Targets and Payout
The corporate performance metric for bonusesamounts reported in this column for Fiscal 2016 (as determined2020 reflect a special one-time cash incentive to Mr. Edwards and Ms. McDonough to reward these executives for their respective roles in leading the successful acquisition of Versace. The amounts reported in this column for Fiscal 2022 reflect a guaranteed bonus to Mr. Schulman for Fiscal 2022 in accordance with this employment agreement.
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EXECUTIVE COMPENSATION
(2)
The amounts reported in these columns reflect the aggregate grant date fair value computed in accordance with Accounting Standards Codification topic 718, “Stock Compensation,” as issued by the CompensationFinancial Accounting Standards Board (disregarding any forfeiture assumptions). These values have been determined based on the fair market value on the date of grant for each award. The aggregate grant date fair value is the amount that the Company expects to expense for accounting purposes over the award’s vesting schedule and Talent Committee) was operating income. In Fiscal 2016,does not correspond to the performance goalactual value that the NEOs will realize from the award. The weighted average assumptions for payment ofshare-based awards at target, stretch and maximum was the attainment of operating income of at least $1.26 billion, $1.298 billion and $1.336 billion, respectively. Actual operating incomeare set forth in Note 16 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2016 was approximately $1.18 billion, which was below2022. The value of the target. AtPRSUs included in the divisional level,amount reported in this column is based on achieving target performance goals and represents 100% of the grant date fair value.
(3)
The amounts reported in this column were earned under our Cash Incentive Plan for the applicable fiscal year. For a more detailed discussion of our cash incentive programs, see “Compensation Discussion and Analysis—Fiscal 2022 Compensation—Incentive Compensation—Fiscal 2022 Annual Cash Incentive.”
(4)
For each of our named executive officersNEOs, “All Other Compensation” consists of the payments that participatesare shown in the Bonus Plan is parttable below for the applicable fiscal year.
(5)
Mr. Purefoy was not a NEO for Fiscal 2020 and Ms. Hendricks and Mr. Schulman were not NEOs for Fiscal 2020 and Fiscal 2021.
(6)
Mr. Schulman served as an executive officer of a division that constitutes a cost center. For eachthe company from August 24, 2021 through March 4, 2022. Mr. Schulman ceased to be an employee of these overhead departments, a target budget is setthe Company as of March 7, 2022 (which was prior to the beginninglast day of Fiscal 2022).
(7)
In connection with Mr. Schulman’s separation from service and consistent with a termination without cause under the Incentive Plan and Mr. Schulman’s employment agreement, Mr. Schulman only received one-fifth of the RSUs reflected in this column. See “Compensation Discussion and Analysis—Fiscal 2022 Compensation—Incentive Compensation—Equity Incentive Compensation—Schulman New Hire Equity Award” In accordance with SEC disclosure requirements, the Summary Compensation Table shows the full grant date fair value of this award and does not reflect what Mr. Schulman ultimately received.
All Other Compensation
Perquisite
​​
Mr. Idol
($)
​​
Mr. Edwards
($)
​​
Ms. Hendricks
($)
​​
Ms. McDonough
($)
​​
Mr. Purefoy
($)
​​
Mr. Schulman
($)
Transportation Benefit(1)
​​
​​
​​
​​
​​
​​
2022
​​
30,365
​​
—
​​
—
​​
—
​​
—
​​
—
2021
​​
16,027
​​
—
​​
(3)
​​
—
​​
—
​​
(3)
2020
​​
38,556
​​
—
​​
(3)
​​
—
​​
(3)
​​
(3)
401(k) Company Match
​​
​​
​​
​​
​​
​​
2022
​​
8,550
​​
8,550
​​
8,550
​​
8,550
​​
—
​​
 
2021
​​
4,200
​​
4,200
​​
(3)
​​
4,200
​​
—
​​
(3)
2020
​​
6,188
​​
6,188
​​
(3)
​​
5,750
​​
(3)
​​
(3)
Company Paid Life Insurance Premiums
​​
​​
​​
​​
​​
​​
2022
​​
50,000
​​
—
​​
—
​​
—
​​
—
​​
—
2021
​​
50,000
​​
—
​​
(3)
​​
—
​​
—
​​
(3)
2020
​​
50,000
​​
—
​​
(3)
​​
—
​​
(3)
​​
(3)
Other
​​
​​
​​
​​
​​
​​
2022
​​
73,895(2)
​​
—
​​
3,790(4)
​​
—
​​
—
​​
877,925(5)
2021
​​
73,691(2)
​​
—
​​
(3)
​​
—
​​
—
​​
(3)
2020
​​
110,501(2)
​​
—
​​
(3)
​​
—
​​
(3)
​​
(3)
(1)
Represents the value of an automobile and driver provided on behalf of the Company to Mr. Idol for all fiscal year. Awards are paid to these executives at target ifyears presented.
(2)
Represents (i) a foreign tax credit in the target budget is met butamount of $1,874 for Fiscal 2022, $22,055 for Fiscal 2021 and $20,258 for Fiscal 2020 and (ii) the aggregate incremental cost associated with personal use of the Company aircraft in the amount of $72,022 for Fiscal 2022, $51,636 for Fiscal 2021 and $90,243 for Fiscal 2020 for Mr. Idol.
(3)
Mr. Purefoy was not exceeded, at stretch if the division’s total spenda NEO for the fiscal year is at least 3% below target and at maximum if the division’s total spend for the fiscal year is at least 6% below target. In May 2016, based on the levels at which the corporate performance target and applicable divisional performance targets were obtained, the Compensation and Talent Committee determined that each of Mr. ParsonsFiscal 2020 and Ms. Robinson earned a bonus equal to 70%Hendricks and Mr. Schulman were not NEOs for Fiscal 2020 and Fiscal 2021.
(4)
Represents clothing allowance for Ms. Hendricks.
(5)
For Mr. Schulman, this amount represents reimbursement of their maximum bonus opportunity (reflecting$25,000 in legal fees in connection with the achievementnegotiation of their respective divisional targets athis August 2021 employment agreement plus the maximum-level) but that the 30% of the bonus target attributable to the corporate performance metric was not attained. Ms. Meyran was entitled to 100% of her maximum bonus opportunityfollowing cash payments made pursuant to the terms of herhis separation and release agreement and consistent with being terminated without cause under the terms of his employment agreement.agreement: (a) salary and target annual cash incentive continuation payments in the amount of $285,000 made in fiscal year 2022 plus (iii) payment of $567,925 representing the portion of Mr. Schulman’s annual cash incentive for Fiscal 2022 that exceeded his Fiscal 2022 guaranteed bonus, pro-rated for the portion of Fiscal 2022 that Mr. Schulman was actually employed.
In addition, the Compensation and Talent Committee determined that
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EXECUTIVE COMPENSATION
Fiscal 2022 Grants of Plan-Based Awards
The following table sets forth information on potential payment opportunities in respect of Fiscal 2022 performance under our annual Cash Incentive Plan and equity awards granted during Fiscal 2022 under our Incentive Plan:
 
​​
 
​​
 
​​
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
​​
Estimated Future Payouts
Under Equity Incentive Plan
Awards
​​
 
​​
 
​​
 
​​
 
Name
​​
Type of
Award
​​
Grant
Date
​​
Threshold
($)
​​
Target
($)
​​
Maximum
($)
​​
Threshold
(#)
​​
Target
(#)
​​
Maximum
(#)
​​
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(1)
​​
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
​​
Exercise
or Base
Price of
Option
Awards
($/ Share)
​​
Grant
Date
Fair Value
of Share
and
Option
Awards
($)(2)
John D. Idol
​​
RSUs
​​
6/15/21
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
155,025
​​
—
​​
—
​​
8,500,021
​
Annual Cash
Incentive
Plan(3)
​​
—
​​
0
​​
3,645,000
​​
4,860,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Thomas J. Edwards, Jr.
​​
RSUs
​​
6/15/21
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
54,715
​​
—
​​
—
​​
3,000,023
​
Annual Cash
Incentive Plan(3)
​​
—
​​
0
​​
750,000
​​
1,500,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Jenna Hendricks
​​
RSUs
​​
6/15/21
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
27,357
​​
—
​​
—
​​
1,499,984
​
Annual Cash
Incentive Plan(3)
​​
—
​​
0
​​
250,000
​​
500,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Krista A. McDonough
​​
RSUs
​​
6/15/21
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
27,357
​​
—
​​
—
​​
1,499,984
​
Annual Cash
Incentive Plan(3)
​​
—
​​
0
​​
275,000
​​
550,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Daniel T. Purefoy
​​
RSUs
​​
6/15/21
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
10,943
​​
—
​​
—
​​
600,005
​
Annual Cash
Incentive Plan(3)
​​
—
​​
0
​​
187,500
​​
375,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Joshua Schulman
​​
RSUs
​​
9/1/2021
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
262,467
​​
—
​​
—
​​
14,999,989
​
Annual Cash
Incentive Plan(3)
​​
—
​​
0
​​
1,200,000
​​
2,400,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
(1)
The share-based awards granted on June 15, 2021 will vest in 1/3 installments on each of Messrs. Kors and Idol were entitledthe first three anniversary dates following the grant date, in each case, subject to the maximum bonus opportunityNEO’s continued employment with the Company through the vesting date, unless the executive officer dies, becomes permanently disabled or is retirement eligible under the Incentive Plan. The share-based awards granted on September 1, 2021 will vest in 20% installments on each of $6.5 millionthe first five anniversary dates following the grant date. Subject to compliance with the restrictive covenants set forth in their respective prior employment agreements because EBITDA exceeded $650 millionhis separation and release agreement, Mr. Schulman is eligible to vest in 20% of the RSUs underlying the initial award in September 2022. Thereafter, the remaining RSUs will be forfeited.
(2)
The amounts reported in these columns reflect the aggregate grant date fair value computed in accordance with Accounting Standards Codification topic 718, “Stock Compensation,” as issued by the Financial Accounting Standards Board (disregarding any forfeiture assumptions). These values have been determined based on the fair market value on the date of grant for each award. The aggregate grant date fair value is the amount that the Company expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to the actual value that the NEOs will realize from the award. The weighted average assumptions for share-based awards are set forth in Note 16 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2016.2022.
(3)
Represents the range of possible cash payouts for Fiscal 2022 under the Cash Incentive Plan if performance metrics were attained at varying levels. If performance falls below the pre-established thresholds, the payout is $0. See “Compensation Discussion and Analysis—Fiscal 2022 Compensation—Incentive Compensation—Fiscal 2022 Annual Cash Incentive” for more information regarding cash incentive awards. Amounts actually earned for Fiscal 2022 are set forth in the Summary Compensation Table above.
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EXECUTIVE COMPENSATION
Employment Agreements with Our Named Executive Officers
John D. Idol
John D. Idol is employed pursuant to an employment agreement between the Company and him. Mr. Idol is not subject to a fixed term contract and his employment will continue pursuant to the employment agreement unless terminated by either party.
Pursuant to terms of his employment agreement, Mr. Idol serves as our Chairman and Chief Executive Officer, reporting to the Board of Directors. We must use best efforts to cause Mr. Idol to be appointed or elected to the position of Chairman of the Board. Upon termination of his employment for any reason, Mr. Idol will immediately resign from the Board and from other officer and director positions with the Company and its subsidiaries.
Mr. Idol is entitled to receive an annual base salary of at least $1.350 million (which, in light of the impact COVID-19 had on our business, Mr. Idol voluntarily elected to reduce to $1.215 million for Fiscal 2022). In addition, Mr. Idol is eligible to receive a cash incentive in accordance with, and subject to the terms and conditions of, our then existing Cash Incentive Plan which is a component of the Incentive Plan
The annual cash incentive payment is equal to a percentage of Mr. Idol’s then-current base salary with the incentive levels set at 0% for performance below established thresholds and (i) for Fiscal 2022, 300% target – 400% maximum, and (ii) for fiscal 2023 and thereafter, 200% target – 400% maximum. Mr. Idol’s actual annual cash incentive will be interpolated based on the actual level of attainment with performance components, measures and target values established by the Compensation and Talent Committee. Except in limited circumstances, Mr. Idol must be employed by us on the date that the annual cash incentive is actually paid, which will be the same date that annual cash incentives are paid to our other senior executives that participate in the Cash Incentive Plan.
If the Compensation and Talent Committee determines that Mr. Idol was overpaid as a result of certain restatements of the reported financial or operating results of the Company due to material non-compliance with financial reporting requirements, then it may reduce the amount of the cash incentive, or require the executive to re-pay the overpaid portion of the cash incentive, as long as the determination as to the fact that a cash incentive has been overpaid is made before the end of the third fiscal year following the year for which the cash incentive performance criteria were inaccurate, provided that if steps have been taken within such period to restate the Company’s financial or operating results, such three year time period shall be extended until such restatement is completed.
Mr. Idol will not accrue any vacation but he is entitled to take unlimited vacation so long as the vacation time does not interfere with his ability to complete his obligations under his employment agreement. Mr. Idol is entitled to participate in all employee benefit plans and programs generally available to our senior executives, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans. We pay the premiums, up to a maximum of $50,000 per annum in the aggregate, for Mr. Idol’s approximately $5.0 million whole life insurance and $500,000 term life insurance policy. We also provide Mr. Idol with an automobile and driver for transportation to and from our offices and for business purposes as provided for in his employment agreement, and Mr. Idol is entitled to use our corporate aircraft in accordance with his Aircraft Time Sharing Agreement.
Mr. Idol has also agreed that during the term of his employment agreement he will not engage in or carry on any “Competitive Business” (as defined in his employment agreement); provided that he may own 10% or less in a Competitive Business as a passive investor so long as he does not manage or exercise influence or control over such business.
Pursuant to his employment agreement, to the extent permitted by law and our by-laws or other governing documents, we will indemnify Mr. Idol with respect to any claims made against him as an officer, director or employee of the Company or any subsidiary, except for acts taken in bad faith or in breach of his duty of loyalty to the Company. During the term of his employment agreement and for as long thereafter as is practicable, we agreed that Mr. Idol will be covered under a directors and officers liability insurance policy with coverage limits in amounts no less than that which we maintained as of the date of his employment agreement.
Mr. Idol has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company and Mr. Idol remains obligated to maintain the confidentiality of our proprietary information. For two years after termination of his employment, Mr. Idol has agreed not to hire any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
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EXECUTIVE COMPENSATION
Thomas J. Edwards, Jr.
Pursuant to the employment agreement, effective as of April 17, 2017, between the Company and Mr. Thomas J. Edwards, Jr., our Executive Vice President, Chief Financial Officer and Chief Operating Officer, Mr. Edwards’ employment agreement automatically renews for additional one-year terms on July 1st of each year, unless either party gives written notice of non-renewal.
Mr. Edwards is entitled to receive a base salary of $800,000 per year (which, in light of the impact COVID-19 had on our business, Mr. Edwards voluntarily elected to reduce to $720,000 and which the Company reinstated to $750,000 effective June 1, 2021 through the end of Fiscal 2022). Mr. Edwards is eligible to receive an annual cash incentive based on a percentage of his then-current base salary (with the incentive levels set at 0% for below threshold performance –100% target – 200% maximum) interpolated based on actual level of attainment in accordance with the terms of our Cash Incentive Plan. Mr. Edwards is also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans.
Mr. Edwards is obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Mr. Edwards has also agreed not to hire, for a two-year period following the termination of his employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
Jenna Hendricks
Jenna Hendricks is employed as our Senior Vice President, Chief People Officer pursuant to an employment agreement, effective June 1, 2021, between the Company and Ms. Hendricks. Ms. Hendricks is not subject to a fixed term contract and her employment will continue pursuant to the employment agreement unless terminated by either party.
Ms. Hendricks receives a base salary of $500,000 per year. Ms. Hendricks is eligible to receive an annual cash incentive based on a percentage of her then-current base salary (with incentive levels set at 0% for below threshold performance – 50% target – 100% maximum) interpolated based on actual level of attainment in accordance with the terms of our Cash Incentive Plan. Ms. Hendricks is also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans.
Ms. Hendricks receives an annual clothing allowance in the amount of $10,000 plus an additional closing allowance of $15,000 for use at any time during the term.
Ms. Hendricks is obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Ms. Hendricks has also agreed not to hire, for a two-year period following the termination of her employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
Krista A. McDonough
Pursuant to the employment agreement, effective as of October 1, 2016, between the Company and Krista A. McDonough, our Senior Vice President, General Counsel and Chief Sustainability Officer, Ms. McDonough’s employment agreement automatically renews for additional one-year terms on November 1st of each year, unless either party gives advance written notice of non-renewal.
Ms. McDonough receives a base salary of $550,000 per year. Ms. McDonough is eligible to receive an annual cash incentive based on a percentage of her then-current base salary (with incentive levels set at 0% for below threshold performance – 50% target – 100% maximum) interpolated based on actual level of attainment in accordance with the terms of our Cash Incentive Plan. Ms. McDonough is also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans.
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EXECUTIVE COMPENSATION
Ms. McDonough is obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Ms. McDonough has also agreed not to hire, for a two-year period following the termination of her employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
Daniel T. Purefoy
Pursuant to the employment agreement, effective as of March 30, 2020, between the Company and Mr. Daniel T. Purefoy, our Senior Vice President, Global Operations and Head of Diversity and Inclusion, Mr. Purefoy’s employment agreement extends through March 31, 2024 and will be automatically renewed for additional one-year terms unless either party gives written notice of non-renewal.
Mr. Purefoy receives a base salary of $400,000 per year (which, in light of the impact COVID-19 had on our business, Mr. Purefoy voluntarily elected to reduce to $360,000 and the Company reinstated to $375,000 effective May 30, 2021 through the end of Fiscal 2022). Mr. Purefoy is eligible to receive an annual cash incentive based on a percentage of his then-current base salary (with the incentive levels set at 0% for below threshold performance – 50% target – 100% maximum) interpolated based on actual level of attainment in accordance with the terms of our Cash Incentive Plan. Mr. Purefoy is also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans.
Mr. Purefoy is obligated to maintain confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Mr. Purefoy has also agreed not to hire, for a two-year period following the termination of his employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
Joshua Schulman
Joshua Schulman entered into an employment agreement with the Company, effective August 24, 2021, pursuant to which he was appointed as Chief Executive Officer of Michael Kors. Mr. Schulman's employment with the Company ceased on March 7, 2022, at which time the Company and Mr. Schulman entered into a separation agreement and release (the “Schulman Separation Agreement”). For a description of the Schulman Separation Agreement and a summary of the payments and benefits provided for thereunder see “—Potential Payments Upon Termination of Employment and Change in Control—Severance Benefits—Joshua Schulman.”
CAPRI HOLDINGS
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EXECUTIVE COMPENSATION
Outstanding Equity Awards at 2022 Fiscal Year-End
The following table sets forth unexercised and unvested share options and other share-based awards that were outstanding as of the end of Fiscal 2022 for each named executive officer:
 
​​
Option Awards
​​
Share Awards
Name
​​
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
​​
Number of
Securities
Underlying
Unexercised
Options
Unexercisable (#)
​​
Option
Exercise
Price(1)
($)
​​
Option
Expiration
Date
​​
Number
of Shares or
Units That
Have Not
Yet Vested
(#)
​​
Market
Value of
Shares or
Units of
Shares That
Have Not
Vested
($)(2)
​​
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
have Not
Vested
(#)
​​
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)(2)
John D. Idol
​​
3,803
​​
—
​​
47.10
​​
6/15/2022
​​
—
​​
—
​​
—
​​
—
​
14,503
​​
—
​​
49.88
​​
6/15/2023
​​
—
​​
—
​​
—
​​
—
​
45,937
​​
15,312
​​
67.52
​​
6/15/2025
​​
—
​​
—
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
456,662(3)
​​
23,285,195
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
148,405(4)
​​
7,567,171
​​
—
​​
—
Thomas J. Edwards, Jr.
​​
9,188
​​
3,062
​​
67.52
​​
6/15/2025
​​
—
​​
—
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
128,649(3)
​​
6,559,813
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
29,681(4)
​​
1,513,434
​​
—
​​
—
Jenna Hendricks
​​
—
​​
—
​​
—
​​
—
​​
45,388(3)
​​
2,314,334
​​
—
​​
—
Krista A. McDonough
​​
6,885
​​
—
​​
34.68
​​
6/15/2024
​​
—
​​
—
​​
—
​​
—
​
3,675
​​
1,225
​​
67.52
​​
6/15/2025
​​
—
​​
—
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
76,672(3)
​​
3,909,505
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
19,788(4)
​​
1,008,990
​​
—
​​
—
Daniel T. Purefoy
​​
—
​​
—
​​
—
​​
—
​​
71,542(3)
​​
3,647,927
​​
—
​​
—
Joshua Schulman
​​
—
​​
—
​​
—
​​
—
​​
52,494(5)
​​
2,676,669
​​
—
​​
—
(1)
The Compensationshare options with an exercise price of (i) $47.10 per share were granted on June 15, 2015 and Talent Committee believes that EBITDA(ii) $49.88 per share were granted on June 15, 2016 and are immediately exercisable as of the last day of Fiscal 2022. The share options with an exercise price of (i) $34.68 per share were granted on June 15, 2017 and (ii) $67.52 per share were granted on June 15, 2018 and will vest 25% each year over four years on each of the first four anniversaries of the date of grant.
(2)
The aggregate market or payout value of unvested or unearned shares is an appropriate performance metricbased on $50.99, which is the closing price of the Company’s ordinary shares on the NYSE on April 1, 2022 (the last business day of Fiscal 2022).
(3)
These RSUs vest 25% each year over four years on each of the first four anniversaries of the date of grant, except for determining the incentive bonus for Messrs. Korsawards granted to the NEOs on June 15, 2020 and Idol because it is a comprehensive indicatorJune 15, 2021, which vest in equal installments over three years on the anniversary of our overall financial performance and cash flows and is alignedthe date of grant, in each case, subject to the NEO’s continued employment with the interestsCompany through the vesting date, unless the executive officer dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.
(4)
Reflects PRSUs that were deemed earned but not yet vested as of our shareholders,the last day of Fiscal 2022.
(5)
Reflects RSUs that will vest on September 1, 2022, subject to Mr. Schulman's compliance with certain restrictive covenants in accordance with the Schulman Separation Agreement and consistent with his original employment agreement. All other RSUs were forfeited by Mr. Schulman as of the separation date.
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EXECUTIVE COMPENSATION
Option Exercises and Shares Vested During Fiscal 2022
 
​​
Option Awards
​​
Share Awards
Name
​​
Number of
Shares
Acquired
on Exercise
(#)
​​
Value
Realized on
Exercise
($)
​​
Number of
Shares
Acquired
on Vesting
(#)
​​
Value
Realized on
Vesting
($)
John D. Idol
​​
103,801(1)
​​
2,286,599
​​
212,357
​​
11,609,201
Thomas J. Edwards, Jr.
​​
—
​​
—
​​
70,626
​​
3,918,250
Jenna Hendricks
​​
2,762(2)
​​
113,018
​​
11,013
​​
603,283
Krista A. McDonough
​​
—
​​
—
​​
31,661
​​
1,731,395
Daniel T. Purefoy
​​
—
​​
—
​​
60,026
​​
3,041,161
Joshua Schulman
​​
—
​​
—
​​
—
​​
—
(1)
Reflects the exercise in February 2022 of options with a $47.10 exercise price granted in June 2015 that operating income is an appropriate performance metricwere scheduled to expire on June 15, 2022.
(2)
Reflects the exercise in July 2021 of options with a $12.12 exercise price granted in August 2011 that were scheduled to expire on August 11, 2021.
Fiscal 2022 Non-Qualified Deferred Compensation
Name
​​
Executive
Contributions ($)
in Last FY(1)
(2022)
​​
Registrant
Contributions ($)
in Last FY (2)
(2022)
​​
Aggregate
Earnings/(Losses)
($) in Last FY(3)
(2022)
​​
Aggregate
Withdrawals/
Distributions ($)
​​
Aggregate
Balance ($)
at Last FYE (2022)(4)
John D. Idol
​​
—
​​
—
​​
—
​​
—
​​
—
Thomas J. Edwards, Jr.
​​
—
​​
—
​​
—
​​
—
​​
—
Jenna Hendricks
​​
—
​​
—
​​
2,148
​​
—
​​
50,966
Krista A. McDonough
​​
45,417
​​
—
​​
(1,679)
​​
—
​​
130,706
Daniel T. Purefoy
​​
—
​​
—
​​
—
​​
—
​​
—
Joshua Schulman
​​
—
​​
—
​​
—
​​
—
​​
—
(1)
Amounts shown in this column represent elective salary and/or annual cash incentive deferrals made by NEOs into the Deferred Compensation Plan in Fiscal 2022. All contributions shown are also reported as “Salary” and/or “Non-Equity Incentive Plan Compensation,” as applicable, for the named executive officers that participateFiscal 2022 in the BonusSummary Compensation Table.
(2)
In Fiscal 2022, the Company did not make any matching contributions to the accounts of employees who participated in the Deferred Compensation Plan.
(3)
Amounts shown in this column represent total investment earnings (losses) under the Deferred Compensation Plan. The Deferred Compensation Plan because these executives have the ability to control and impact expenses and capital expenditures.


35 | MICHAEL KORS
2016 Proxy Statement



The table below sets forth the target bonus, stretch bonus and maximum bonus opportunity (in dollars and as a percentage of base salary),does not pay above-market or preferential earnings on compensation that is deferred, and the actualamounts shown in this column are not reported as compensation in the Summary Compensation Table.
(4)
The aggregate balance in this column includes contributions, net of withdrawals and distributions, and total investment earnings (losses) for each NEO under the Deferred Compensation Plan in Fiscal 2016 bonus earned by each of our named executive officers:
Named Executive Officer 
Target
Bonus
(%)
 
Target
Bonus

 
Stretch
Bonus
(%)
 
Stretch
Bonus

 
Maximum 
Bonus
(%)
 
Maximum
Bonus

 
Actual  Fiscal
2016 Bonus
Michael Kors(1)
 — — — — — $6,500,000 $6,500,000
John D. Idol(1)
 — — — — — $6,500,000 $6,500,000
Joseph B. Parsons(2)
 50% $300,000 75% $450,000 100% $600,000 $420,000
Cathy Marie Robinson(2)
 25% $112,500 37.5% $168,750 50% $225,000 $157,500
Pascale Meyran(3)
 25% $125,000 37.5% $187,500 50% $250,000 $250,000

(1)
Pursuant to the terms of their respective employment agreements, Messrs. Kors and Idol earned an annual bonus for Fiscal 2016 equal to 1% of our EBITDA up to a maximum of $1.5 million for the first six months of the fiscal year and up to $6.5 million for the full fiscal year performance period, reduced by the part-year bonus, if any. See "2022. Amounts shown in this column include amounts that were reported as compensation in the Summary Compensation TableExecutive Compensation—Employment Agreements with Our Named Executive Officers."
(2)
Mr. Parsons and Ms. Robinson earned 70% of their maximum bonus opportunity in accordance with the terms of the Bonus Plan.
(3)
Pursuant to the terms of her employment agreement, Ms. Meyran was entitled to her maximum bonus opportunity for Fiscal 2016.
Long-Term Equity-Based Compensation
We believe that equity awards are an important component of our executive compensation program. Equity compensation aligns the interests of our executives with the interests of our shareholders, rewards our executives to the extent our share price increases, balances our short-termthat such amounts were contributed by the executive or the Company but not to the extent that such amounts represent earnings (losses). See Note (3) above.
See “Compensation Discussion and Analysis—Fiscal 2022 Compensation—Other Compensation” for a description of the Deferred Compensation Plan.
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Potential Payments Upon Termination of Employment or Change in Control
The following summaries and tables (including the Potential Payments Upon Termination of Employment and Change in Control Table) describe and quantify the potential payments and benefits that would be payable to our named executive officers in connection with termination of employment and/or change in control. In determining amounts payable, we have assumed in all cases that the termination of employment and/or change in control occurred on April 2, 2022 (the last day of Fiscal 2022). The amounts that would actually be paid to our executive officers upon a termination of employment and/or change in control will depend on the circumstances and timing of such termination or change in control.
Regardless of the reason for a named executive officer’s termination of employment, he or she may be entitled to receive certain other amounts or accrued benefits, including unused vacation pay, any vested balance in his or her 401(k) plan and the ability to convert individual life insurance.
Severance Benefits
John D. Idol
Mr. Idol’s employment agreement continues until it is terminated in accordance with its terms. Mr. Idol agreed not to terminate his employment for any reason (other than “Good Reason” (as defined in his employment agreement)) without giving the Company at least six months’ notice.
Mr. Idol’s employment agreement will terminate upon Mr. Idol’s death or “Total Disability” (as defined in his employment agreement) or with Good Reason, subject to certain notice and cure rights. We may terminate Mr. Idol’s employment for Cause (as defined in his employment agreement) upon 10 days’ advance written notice, subject to Mr. Idol having certain rights to meet with the Board, and a majority of the Board must approve his dismissal.
If Mr. Idol’s employment is terminated by us without Cause or by him for Good Reason, he will be entitled to receive a pro rata portion of his annual cash incentive (as described under “—Employment Agreements with Our Named Executive Officers—John D. Idol”) that would have been payable in respect of the fiscal year, or part fiscal year, as of the date of termination plus severance equal to two times (1) the sum of his then-current base salary and (2) the annual cash incentive paid or payable to him with respect to the Company’s last full fiscal year, payable in a single lump sum within 30 days following termination as well as payment of any accrued benefits including earned but unpaid base salary, cash incentives and reimbursement of any reimbursable expenses incurred prior to the termination date. If Mr. Idol dies or has a Total Disability, in addition to the accrued benefits referenced above, Mr. Idol (or his estate, as applicable) is entitled to a pro rata portion of his cash incentive that would have been payable to Mr. Idol in respect of such fiscal year as of the date of death or Total Disability. He would also be entitled to a benefit under his whole life insurance policy (currently valued at approximately $5.0 million) and his term life insurance policy (currently valued at approximately $500,000) upon termination due to death. In the event Mr. Idol is terminated for Cause, he is not entitled to receive any compensation or benefits other than for accrued benefits (including base salary earned but not yet paid, vested equity, his annual cash incentive with respect to any performance period that has been completed prior to the termination date, and such other accrued obligations as defined in his employment agreement).
“Good Reason” is defined in Mr. Idol’s employment agreement as:
the assignment of duties or responsibilities that are inconsistent in any material respect with the scope of the duties or responsibilities of his title or position,
the Company’s failure to perform substantially any material term of his employment agreement and such failure, if curable, is not cured within 60 days after the Company receives notice of the breach,
Mr. Idol’s office is relocated more than 50 miles from his then-current office,
the employment agreement is not assumed by any successor-entity to the Company following a change in control (as defined in the Incentive Plan),
Mr. Idol’s duties or responsibilities are significantly reduced, except with respect to any corporate action initiated or recommended by Mr. Idol and approved by the Board, including any succession planning initiated and recommended by Executive,
Mr. Idol is involuntarily removed from the Board (other than in connection with a termination for Cause, voluntary termination without Good Reason, death or Total Disability), or
subject to the terms of the employment agreement, the Board is managing the day-to-day operations of the Company and, after receipt of written notice from Mr. Idol and sufficient time to cease such involvement, the Board continues to do so.
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EXECUTIVE COMPENSATION
“Cause” is defined in Mr. Idol’s employment agreement as Mr. Idol’s:
gross negligence, willful misconduct or dishonesty in performing his duties,
conviction of a felony (other than a felony involving a traffic violation),
commission of a felony involving fraud or other business crime against the Company or any of its subsidiaries, or
breach of the no-hire, confidentiality or non-compete covenants contained in his employment agreement if such breach, if curable, is not cured within 30 days after written notice of such breach.
Thomas J. Edwards, Jr.
Mr. Edwards’ employment agreement continues until it is terminated in accordance with its terms. Mr. Edwards agreed not to terminate his employment for any reason (other than “Good Reason” (as defined in his employment agreement)) without giving the Company at least two months’ notice.
If Mr. Edwards’ employment is terminated by us without “Cause” (as defined in his employment agreement) or by Mr. Edwards for “Good Reason” (as defined in his employment agreement), he will be entitled to receive severance pay equal to $800,000 (which equates to one year of his base salary prior to the voluntary reduction in salary applicable to Mr. Edwards due to COVID-19), payable in equal installments over such one-year period consistent with our payroll practice and continuation of medical, dental and insurance benefits, subject to offset for any compensation and benefits that he receives from other employment during the severance period and his execution of a release of claims.
“Good Reason” is defined in Mr. Edwards’ employment agreement as a significant reduction of his duties or responsibilities relating to the position of Chief Financial Officer, except with respect to any Company action initiated or recommended by him and approved by the Board, or a material breach by the Company of its obligations under his employment agreement, in each case, that it has failed to cure (as determined by the Company acting in good faith) within 30 days following notice.
“Cause” is defined in Mr. Edwards’ employment agreement as Mr. Edwards’:
material breach of his obligations under his employment agreement that is not cured within 30 days following notice of such breach,
insubordination or refusal to perform his duties under his employment agreement for at least five days following notice from the Company,
gross negligence, willful misconduct or dishonesty in performing his duties or with respect to the Company or any of its affiliates or licensees, or any of their respective businesses, assets or employees,
commission of a fraud or theft against the Company or any of its affiliates or licensees or his conviction for the commission of, or aiding or abetting, a felony or of a fraud or a crime involving moral turpitude or a business crime, or
possession or use of illegal drugs or prohibited substances, the excessive drinking of alcoholic beverages on a recurring basis which impairs his ability to perform his duties under his employment agreement, or the appearance during hours of employment on a recurring basis of being under the influence of such drugs, substances or alcohol.
Jenna Hendricks
Ms. Hendricks’ employment agreement continues until it is terminated in accordance with its terms. Ms. Hendricks agreed not to terminate her employment for any reason (other than “Good Reason” (as defined in her employment agreement)) without giving the Company at least 90 days’ notice.
If Ms. Hendricks’ employment is terminated by us without “Cause” (as defined in her employment agreement) or by Ms. Hendricks for “Good Reason” (as defined in her employment agreement), she will be entitled to receive severance pay equal to $500,000, payable in equal installments over such one year period consistent with our payroll practice and continuation of medical, dental and insurance benefits, subject to offset for any compensation and benefits that she receives from other employment during the severance period and her execution of a release of claims.
“Good Reason” is defined in Ms. Hendricks’ employment agreement as a significant reduction of her duties or responsibilities relating to the role of Chief People Officer, except with respect to any action initiated by Ms. Hendricks and approved by the Company, or a material breach by the Company of its obligations under her employment agreement that is not cured within 30 days following notice of such breach.
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“Cause” is defined in Ms. Hendricks’ employment agreement as Ms. Hendricks’:
material breach of her obligations under her employment agreement that is not cured within 30 days following notice of such breach,
insubordination or refusal to perform her duties under her employment agreement for at least five days following notice from the Company,
gross negligence, willful misconduct or dishonesty in performing her duties under the employment agreement or with respect to the Company or any of its affiliates or licensees, or any of their respective businesses, assets or employees,
commission of a fraud or theft against the Company or any of its affiliates or licensees or her conviction for the commission of, or aiding or abetting, a felony or of a fraud or a crime involving moral turpitude or a business crime, or
possession or use of illegal drugs or prohibited substances, the excessive drinking of alcoholic beverages on a recurring basis which impairs her ability to perform her duties under her employment agreement, or the appearance during hours of employment on a recurring basis of being under the influence of such drugs, substances or alcohol.
Krista A. McDonough
Ms. McDonough’s employment agreement continues until it is terminated in accordance with its terms. Ms. McDonough agreed not to terminate her employment for any reason (other than “Good Reason” (as defined in her employment agreement)) without giving the Company at least four weeks’ notice.
If Ms. McDonough’s employment is terminated by us without “Cause” (as defined in her employment agreement) or by Ms. McDonough for “Good Reason” (as defined in her employment agreement), she will be entitled to receive severance pay equal to $550,000, payable in equal installments over such one year period consistent with our payroll practice and continuation of medical, dental and insurance benefits, subject to offset for any compensation and benefits that she receives from other employment during the severance period and her execution of a release of claims.
“Good Reason” is defined in Ms. McDonough’s employment agreement as a material breach by the Company of its obligations under her employment agreement that is not cured within 30 days following notice of such breach.
“Cause” is defined in Ms. McDonough’s employment agreement as Ms. McDonough’s:
material breach of her obligations under her employment agreement that is not cured within 30 days following notice of such breach,
insubordination or refusal to perform her duties under her employment agreement for at least five days following notice from the Company,
misconduct with respect to the Company or any of its affiliates or licensees, or any of their respective businesses, assets or employees,
commission of a fraud or theft against the Company or any of its affiliates or licensees or her conviction for the commission of, or aiding or abetting, a felony or of a fraud or a crime involving moral turpitude or a business crime, or
possession or use of illegal drugs or prohibited substances, the excessive drinking of alcoholic beverages on a recurring basis which impairs her ability to perform her duties under her employment agreement, or the appearance during hours of employment on a recurring basis of being under the influence of such drugs, substances or alcohol.
Daniel T. Purefoy
Mr. Purefoy’s employment agreement continues until it is terminated in accordance with its terms. Mr. Purefoy agreed not to terminate his employment for any reason (other than “Good Reason” (as defined in his employment agreement)) without giving the Company at least two months’ notice.
If Mr. Purefoy’s employment is terminated by us without “Cause” (as defined in his employment agreement) or by Mr. Purefoy for “Good Reason” (as defined in his employment agreement), he will be entitled to receive severance pay equal to $400,000 (which equates to one year of his base salary prior to the voluntary reductions in salary applicable to Mr. Purefoy due to COVID-19), payable in equal installments over such one year period consistent with our payroll practice and continuation of medical, dental and insurance benefits, subject to offset for any compensation and benefits that he receives from other employment during the severance period and his execution of a release of claims.
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“Good Reason” is defined in Mr. Purefoy’s employment agreement as the significant reduction of his duties or responsibilities relating to his position, except with respect to any action initiated or recommended by Mr. Purefoy and approved by the Company, or a material breach by the Company of its obligations under his employment agreement that is not cured within 30 days following notice of such breach.
“Cause” is defined in Mr. Purefoy’s employment agreement as Mr. Purefoy’s:
material breach of his obligations under his employment agreement that is not cured within 30 days following notice of such breach,
insubordination or refusal to perform his duties under his employment agreement for at least five days following notice from the Company,
gross negligence, willful misconduct or dishonesty in performing his duties under his employment agreement with respect to the Company or any of its affiliates or licensees, or any of their respective businesses, assets or employees,
commission of a fraud or theft against the Company or any of its affiliates or licensees or his conviction for the commission of, or aiding or abetting, a felony or of a fraud or a crime involving moral turpitude or a business crime, or
possession or use of illegal drugs or prohibited substances, the excessive drinking of alcoholic beverages on a recurring basis which impairs his ability to perform his duties under his employment agreement, or the appearance during hours of employment on a recurring basis of being under the influence of such drugs, substances or alcohol.
Joshua Schulman
On March 7, 2022, Mr. Schulman was terminated without “Cause” as defined in his employment agreement. In connection with Mr. Schulman’s separation of employment with the Company, the Company and Mr. Schulman entered into the Schulman Separation Agreement which provided for the following payments and benefits and are the same severance benefits that were provided for under Mr. Schulman’s underlying employment agreement:
Continued payment of Mr. Schulman’s base salary (at a rate of $1,300,000) for a period of two (2) years,
Payment equivalent to two (2) years of his target annual cash incentive (using a base salary of $1,300,000 and a target of 200%),
Payment of $700,000 as a guaranteed bonus for Fiscal 2022 (the “FY 22 Guaranteed Bonus”) plus an additional payment, based on actual Fiscal 2022 performance, to the extent actual performance results in a bonus payment in excess of the FY 22 Guaranteed Bonus, and pro-rated for the portion of Fiscal 2022 that Mr. Schulman was actually employed by the Company (28 out of 53 weeks) (the “FY 22 Additional Pro Rata Bonus”), and
Continued vesting of Mr. Schulman’s unvested restricted share units that have a vesting date within 12 months of the separation date.
All payments under the Schulman Separation Agreement will be made less applicable tax withholdings and payroll deductions.
The Schulman Separation Agreement also contains a mutual release of claims, mutual non-disparagement provisions and requires that Mr. Schulman comply with confidentiality and non-solicitation restrictive covenants. The Company also agreed to reduce Mr. Schulman’s non-compete obligations to a six-month period expiring on September 2, 2022.
This below table summarizes amounts owed or paid to Mr. Schulman under the Schulman Separation Agreement, updated for the Company’s actual financial results in Fiscal 2022:
Compensation and Benefits due to Joshua Schulman under the Schulman Separation Agreement
​​
Salary Continuation Severance Payments(1)(2)
​​
$2,600,000
Health and Other Benefits Continuation
​​
$—
Annual Cash Incentive Continuation Severance Payments(1)(2)
​​
$5,200,000
FY 22 Guaranteed Bonus(3)
​​
$700,000
FY 22 Additional Pro Rata Bonus(3)
​​
$567,925
Intrinsic Value of Unvested LTI Awards that Continued Vesting upon Termination(4)
​​
Stock Options
​​
$—
RSUs(5)
​​
$2,676,669
Total
​​
$11,744,594
(1)
Payments will be made over two years.
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(2)
Pro rata portion of salary continuation severance payments and annual cash componentsincentive continuation severance payments from the separation date through the last day of compensation, fosters a long-term commitment to us and aidsFiscal 2022 are shown in the retentionSummary Compensation Table as “All Other Compensation.”
(3)
The FY 22 Guaranteed Bonus is reported in the Summary Compensation Table as “Bonus,” and the FY 22 Additional Pro Rata Bonus is reported in in the Summary Compensation Table as “All Other Compensation.”
(4)
The intrinsic value of senior managementRSUs is the number of shares expected to vest multiplied by $50.99, which is the closing price of the Company’s ordinary shares on the NYSE on April 1, 2022 (the last business day of Fiscal 2022).
(5)
Reflects RSUs that will vest on September 1, 2022, subject to Mr. Schulman’s compliance with certain restrictive covenants in an industryaccordance with the Schulman Separation Agreement. The number of RSUs that will vest represent 20% of Mr. Schulman’s “Share Awards,” as reported in which the marketSummary Compensation Table. All other RSUs were forfeited by Mr. Schulman as of the separation date.
Change in Control Benefits
If a change in control were to have occurred on April 2, 2022, and none of our named executive officers were terminated, there would have been no payments due to our named executive officers under our Incentive Plan or their respective employment agreements. We do not provide our named executive officers with any single-trigger change in control payments or benefits unless, in the event of a change in control, the successor corporation does not assume (or substitute on a substantially equivalent basis) the awards issued under the Incentive Plan or assume the obligations under the applicable employment agreement. If awards are assumed or substituted, the Incentive Plan provides for double-trigger vesting if the employee is terminated in certain limited circumstances within 24 months following a change in control.
In the event of a change in control of the Company, with respect to each outstanding award, such outstanding award will, except as otherwise set forth in the Incentive Plan, continue in effect, or be assumed or an equivalent award substituted by a successor company, and unless otherwise provided in an award agreement prior to June 25, 2020, the portion of any such award subject to performance-based vesting (including, without limitation, any PRSUs) will have any performance goals or other performance-based conditions deemed to be achieved at the target level of performance and any performance period deemed to have expired, but will continue to be subject to time-based vesting in accordance with the same time-based vesting schedule that applied to the award immediately prior to the change in control without any performance-based condition. In addition, each NEO’s share options and other share-based awards granted pursuant to the Incentive Plan will become 100% vested in connection with any termination by us without “cause” or by the executive for “good reason” (each as defined in the Incentive Plan) that occurs within 24 months following a change in control.
A “change in control” is generally defined in the Incentive Plan and/or the executive’s employment agreement as:
during any 24-month period, the individuals serving on the Board cease to comprise a majority of the Board,
the acquisition by a third party of securities representing 30% or more of the voting power of the Company,
the consummation of a merger, consolidation or similar corporate transaction that requires approval of the Company’s shareholders, unless: (i) more than 50% of the voting power is retained by the holders of the voting securities immediately prior to the transaction, (ii) no person acquires securities of the Company representing more than 30% of the total voting power of the Company, and (iii) at least a majority of the directors on the Board were the same as those serving immediately prior to the transaction, or
the shareholders of the Company approve a complete liquidation of the Company or sale of substantially all of the assets of the Company.
No named executive officer has any right to receive a “gross up” for any excise tax imposed by Section 4999 of the Code, or any other U.S. federal, state or local income tax.
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EXECUTIVE COMPENSATION
Treatment of Long-Term Equity Incentives Upon Termination or Change in Control
In general, unless stated otherwise in an employment agreement, the share options and other share-based awards granted to our named executive officers under the Incentive Plan would have been treated as follows in the event of termination or change in control in Fiscal 2022:
Reason for talent is highly competitive. The CompensationTermination
​​
Impact on Equity Awards
Voluntary by Executive (No Grounds for Company to Terminate for Cause)
​​
Unvested share options, RSUs and Talent Committee adoptedPRSUs are forfeited
Vested share options are exercisable for 30 days following termination
By Company without Cause
​​
Unvested share options, RSUs and PRSUs are forfeited
Vested share options are exercisable for 90 days following termination
By Company for Cause
​​
Vested but unexercised share options and unvested share options are forfeited and unvested RSUs and PRSUs are forfeited
Death or Disability
​​
All unvested share options and RSUs will vest in full and unvested PRSUs will vest at target
Vested share options are exercisable by executive or beneficiary (as applicable) for one year following death or disability (or, if earlier, the Michael Kors Holdings Limited Amendedexpiration date set forth in the applicable award agreement)
Retirement (at least age 60 plus at least 10 years of service)
​​
Unvested share options and Restated Omnibus Incentive Plan (the “Incentive Plan”), which was approved by our shareholdersRSUs will continue to vest on the applicable vesting schedule
Unvested PRSUs will vest at the 2015 annual meeting, pursuant to which we are permitted to grant awardsend of non-qualified share options, incentive (qualified) share options, share appreciation rights, restricted shares, restricted share units, other share-based awards, performance compensation awards (including cash bonus awards), other cash-based awards or any combination of the foregoing.
Equity grants typically occur annually as one of the major elements of compensation of our management team with exceptions for promotions or new hires. Annual equity grants occur in the fiscal year immediately following the performance period (i.e. Fiscal 2016 equity grants representbased on actual performance on a rewardpro rata basis based on the number of completed months worked during the performance period
Vested share options are exercisable for fiscal 2015 performance; however,four years following retirement (or, if earlier, the expiration date set forth in the applicable award agreement)
Termination on (or within 24 months of) Change in Control by Company without Cause or by Executive with Good Reason
​​
Vesting of unvested share options will be accelerated and remain fully exercisable for a two-year period (or, if earlier, the expiration date set forth in the applicable award agreement)
Unvested RSUs will fully vest and all restrictions, limitations and conditions will lapse
Change in Control without Termination
​​
There is no single-trigger accelerated vesting of any awards issued to date, unless the successor corporation does not assume (or substitute on a substantially equivalent basis) the awards
Unvested PRSUs will vest at target and any performance conditions and performance periods will lapse, but the awards are “at risk” andwill continue to be subject to ongoingtime-based vesting conditions). In Fiscal 2016,in accordance with the awards approved for our named executive officers were as follows:
Named Executive Officer 
Share
Options
 
Restricted
Share Units
 
Performance-
Based
Restricted
Share Units(1)
 
Target LTI Value($)(2)
Michael Kors 107,604 63,694 63,694 7,500,000
John D. Idol 107,604 63,694 63,694 7,500,000
Joseph B. Parsons 25,825 15,287 15,287 1,800,000
Cathy Marie Robinson(3)
 8,608 40,151 5,096 2,100,000
Pascale Meyran 10,043 5,945 5,945 700,000

(1)
See discussion of performance-based restricted share units under “—Equity Awards—Performance-Based Restricted Share Units” below. These performance-based restricted share units will cliff vest in June 2018, subject to the satisfaction of the pre-established cumulative net income goal for fiscal years 2016-2018 and continued employment through the end of such performance period. The number of units in this column assumes performance-based restricted share units vest at target.


36 | MICHAEL KORS
2016 Proxy Statement



(2)
Reflects estimated target long-term incentive value. See “Executive Compensation—Summary Compensation Table” for the aggregate grant date fair value computed in accordance with Accounting Standards Codification topic 718, “Stock Compensation,” as issued by the Financial Accounting Standards Board (disregarding any forfeiture assumptions).same time-based vesting schedule that applied to the award immediately prior to the change in control, unless otherwise provided in an award agreement prior to June 25, 2020
Potential Payments Upon Termination of Employment and Change in Control Table
The Potential Payments Upon Termination of Employment and Change in Control Tables below set forth the estimated payments and benefits that would be due to each of the named executive officers in the event of a termination of employment or change in control of the Company as of April 2, 2022 (the last day of Fiscal 2022). Because termination is assumed to have occurred on the last day of Fiscal 2022, the amounts presented in the tables below assume all accrued obligations (including base salary earned but not yet paid, vested equity, any annual cash incentive with respect to any performance period that has been completed prior to the termination date, and any other accrued obligations as defined in an executive’s employment agreement) have been paid as of the termination of employment or change of control date. These estimates are merely illustrative of the impact of hypothetical events, based on the terms of arrangements then in effect. The amounts to be payable upon an actual termination of employment can only be determined at the time of such event, based on the facts and circumstances then prevailing.
Regardless of the reason for a named executive officer’s termination of employment, he or she may be entitled to receive certain other amounts or accrued benefits, including unused vacation pay and any vested balance in his or her 401(k) plan or deferred compensation plan.
Mr. Schulman has been omitted from these tables because he was not employed by us as of the last day of Fiscal 2022. Please see the discussion above under “—Severance Benefits—Joshua Schulman” for the actual amounts paid or payable to him pursuant to the Schulman Separation Agreement.
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(3)
Reflects an annual equity grant of approximately $600,000 and a special one-time grant of restricted share units valued at approximately $1.5 million in connection with Ms. Robinson's promotion to Senior Vice President, Corporate Strategy and Chief Operations Officer in September 2015.
EXECUTIVE COMPENSATION
John Idol
​​
Voluntary
Termination
​​
Retirement
​​
Disability
​​
Death
​​
Cause
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason on
or within
24 months of
Change in
Control
Cash Severance(1)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$6,750,000
​​
$6,750,000
Annual Incentive
Compensation(2)
​​
—
​​
—
​​
$4,860,000
​​
$4,860,000
​​
—
​​
$4,860,000
​​
$4,860,000
Benefits(3)
​​
—
​​
—
​​
—
​​
$5,500,000
​​
—
​​
—
​​
—
Vesting of Annual Long-Term Incentives(4)
​​
$30,852,366
​​
$30,852,366
​​
$30,852,366
​​
$30,852,366
​​
—
​​
$30,852,366
​​
$30,852,366
Total
​​
$30,852,366
​​
$30,852,366
​​
$35,712,366
​​
$41,212,366
​​
$​0
​​
$42,462,366
​​
$42,462,366
Thomas J. Edwards, Jr.
​​
Voluntary
Termination
​​
Retirement
​​
Disability
​​
Death
​​
Cause
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason on
or within
24 months of
Change in
Control
Cash Severance(5)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$800,000
​​
$800,000
Annual Incentive
Compensation
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Benefits(6)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$11,838
​​
$11,838
Vesting of Annual Long-Term Incentives(7)
​​
—
​​
—
​​
$8,073,247
​​
$8,073,247
​​
—
​​
—
​​
$8,073,247
Total
​​
$0
​​
$0
​​
$8,073,247
​​
$8,073,247
​​
$0
​​
$811,838
​​
$8,885,085
Jenna Hendricks
​​
Voluntary
Termination
​​
Retirement
​​
Disability
​​
Death
​​
Cause
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason on
or within
24 months of
Change in
Control
Cash Severance(5)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$500,000
​​
$500,000
Annual Incentive
Compensation
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Benefits(6)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$557
​​
$557
Vesting of Annual Long-Term Incentives(7)
​​
—
​​
—
​​
$2,314,334
​​
$2,314,334
​​
—
​​
—
​​
$2,314,334
Total
​​
$0
​​
$0
​​
$2,314,334
​​
$2,314,334
​​
$0
​​
$500,557
​​
$2,814,891
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EXECUTIVE COMPENSATION
Krista A. McDonough
​​
Voluntary
Termination
​​
Retirement
​​
Disability
​​
Death
​​
Cause
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason
​​
By the
Company
Without
Cause or by
Executive with
Good Reason
on or within
24 months of
Change in
Control
Cash Severance(5)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$550,000
​​
$550,000
Annual Incentive
Compensation
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Benefits(6)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$17,971
​​
$17,971
Vesting of Annual Long-Term Incentives(7)
​​
—
​​
—
​​
$4,918,495
​​
$4,918,495
​​
—
​​
—
​​
$4,918,495
Total
​​
$0
​​
$0
​​
$4,918,495
​​
$4,918,495
​​
$0
​​
$567,971
​​
$5,486,466
Daniel T. Purefoy
​​
Voluntary
Termination
​​
Retirement
​​
Disability
​​
Death
​​
Cause
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason
​​
By the
Company
Without
Cause or by
Executive with
Good Reason
on or within
24 months of
Change in
Control
Cash Severance(5)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$400,000
​​
$400,000
Annual Incentive
Compensation
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Benefits(6)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$19,862
​​
$19,862
Vesting of Annual Long-Term Incentives(7)
​​
—
​​
—
​​
$3,647,927
​​
$3,647,927
​​
—
​​
—
​​
$3,647,927
Total
​​
$0
​​
$0
​​
$3,647,927
​​
$3,647,927
​​
$0
​​
$419,862
​​
$4,067,789
(1)
Reflects severance pay equal to two times the sum of: (i) $1.35 million (which equals base salary Mr. Idol is contractually entitled to without giving effect to any voluntary reduction in base pay) and (ii) the annual cash incentive paid to him with respect to the Company’s last full fiscal year ended prior to the termination date (Fiscal 2021), payable in a single lump sum within 30 days following the date of termination. Because termination is assumed to have occurred on the last day of Fiscal 2022, the amounts presented in this row assume all accrued obligations under Mr. Idol’s employment agreement have been paid.
(2)
Generally,
Represents payment of the annual cash incentive for Fiscal 2022 which executive is entitled to pursuant to his employment agreement in future years, each named executive officer will be consideredthe event of death or total disability or upon a termination by the Company without “cause” or by Mr. Idol for an annual equity grant based“good reason.” Because termination is assumed to have occurred on a numberthe last day of factors, including, their position, role, duties, experience, prior performance and expected future contribution and compensation levels. See “—Looking AheadFiscal 2022, the amounts presented in this row assume all accrued obligations with respect to Fiscal 2017 Compensation”any cash incentive payment for a discussioncompleted fiscal period which may be due and owing to Mr. Idol under other termination scenarios under his employment agreement have been paid.
(3)
Mr. Idol is entitled to a death benefit of fiscal 2017$5.0 million and $500,000 under his whole life insurance policy and term life insurance policy, respectively.
(4)
Excludes awards that are already vested as of April 2, 2022 and out of the money unvested options. Mr. Idol is retirement eligible under the Incentive Plan and the amount in this row represents the value associated with the acceleration or continuation (as the case may be) of the vesting of equity grants to our named executive officers as a reward for performance in Fiscal 2016.
Equity Awards
We grant equity awards to our executive officers and other eligible employees pursuant to the terms of the Incentive Plan. Awards granted underPlan, using $50.99 per share, which is the closing price of the Company’s ordinary shares on the NYSE on April 1, 2022 (the last business day of Fiscal 2022).
(5)
Reflects severance pay equal to one year of executive’s Fiscal 2022 base salary (without giving effect to any reduction) payable in equal installments over a one-year period consistent with our payroll practices pursuant to the terms of executive’s employment agreement.
(6)
Represents the cost of continuation of medical, dental, and basic life and accidental death and dismemberment insurance benefits for executive for one year to the extent the NEO is entitled to benefits continuation pursuant to the terms of executive’s employment agreement.
(7)
Excludes awards that are already vested as of April 2, 2022 and out of the money unvested options. Represents the value of accelerated vesting for awards that will become fully vested and exercisable upon death or disability or a termination by the Company without “cause” or by the NEO for “good reason” within 24 months following a change in control, pursuant to the terms of the Incentive Plan, using $50.99 per share, which is the closing price of the Company’s ordinary shares on the NYSE on April 1, 2022 (the last business day of Fiscal 2022).
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CEO Pay Ratio
We are a global fashion luxury group operating in three principal geographic markets: the Americas (including North America, Latin America and the Caribbean), Europe and Asia. Presented below is the ratio of the annual total compensation paid to John D. Idol, our Chief Executive Officer, in Fiscal 2022 to the annual total compensation of our median employee, excluding Mr. Idol’s compensation. This ratio is a reasonable estimate calculated in compliance with Item 402(u) of Regulation S-K of the Securities Act.
Methodology
The methodology and the material assumptions, adjustments and estimates that we used to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” were as follows:
We selected February 1, 2022 as the date on which to determine our median employee.
As of the determination date, we employed approximately 13,575 employees, consisting of approximately 10,240 full-time employees and approximately 3,335 part-time employees. Out of the total employee population as of the determination date, approximately 10,124 were engaged in retail selling or administrative positions.
We relied on the de minimis exemption provided for under the pay ratio disclosure rules which permit us to exclude non-U.S. employees constituting less than 5% of the total employee population from the median employee calculation.
We excluded 678 employees (representing 4.99% of our total employee population, excluding the CEO, as of February 1, 2022) from 14 countries as follows: 349 employees in Spain, 119 employees in Taiwan, China, 21 employees in Czechia, 48 employees in Poland, 34 employees in Hungary, 9 employees in Romania, 42 employees in Malaysia, 10 employees in Latvia, 16 employees in Panama, 9 employees in Chile, 7 employees in Aruba, 5 employees in Colombia, 5 employees in Barbados and 4 employees in St. Maarten.
We analyzed the actual total earnings compiled from our payroll records for the one-year period ending December 31, 2021 to determine the median employee. Actual earnings included base pay, overtime compensation, bonuses and other incentive pay (including commissions, fringe benefits and 401(k) match).
We annualized the compensation of the employees who were hired during the applicable period, but who did not work for us during the entire 12 months.
We did not make any cost-of-living adjustments to adjust for employees living outside of New York City.
For employees in foreign jurisdictions, we converted amounts paid in local currencies to U.S. dollars using the exchange rate as of February 1, 2022.
Calculation
We determined that our median employee was a part-time, hourly retail sales assistant located in the United States.
The estimated annual total compensation for our median employee was $27,198.
Fiscal 2022 annual total compensation for our Chief Executive Officer as set forth in the Summary Compensation Table was $14,737,831.
The estimated ratio of our Chief Executive Officer’s annual total compensation to our median employee’s total compensation for Fiscal 2022 was 542 to 1.
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Director Compensation
Director Compensation Generally
Non-employee directors receive annual cash compensation comprised primarily of an annual cash retainer (including additional cash retainers for the lead director and committee chairs) and additional cash compensation for committee service. Due to the impact of COVID-19, during Fiscal 2022, directors earned 90% of their pre-COVID-19 annual cash compensation through January 31, 2022. Thereafter, from February 1, 2022 through the conclusion of Fiscal 2022, director cash compensation was increased above pre-COVID-19 levels based on an analysis of director compensation for our peers prepared by our compensation consultant, WTW.
 
​​
Pre-COVID-19
​​
Fiscal 2022
(through January 31,
2022)
​​
Fiscal 2022
(with effect from
February 1, 2022)
Annual Cash Retainer
​​
$90,000
​​
$81,000
​​
$100,000
Additional Cash Retainers
​​
 
​​
 
​​
 
Lead Director
​​
$40,000
​​
$36,000
​​
$50,000
Audit Committee Chair
​​
$30,000
​​
$27,000
​​
$35,000
Compensation and Talent Committee Chair
​​
$25,000
​​
$22,500
​​
$30,000
Governance, Nominating and CSR Committee Chair
​​
$25,000
​​
$22,500
​​
$30,000
Committee Cash Service Payment
​​
$12,500 per committee
​​
$11,250 per committee
​​
$12,500 per committee
Travel Fee
​​
$3,000 per intercontinental
trip to Board meeting
​​
$3,000 per intercontinental
trip to Board meeting(1)
​​
$3,000 per intercontinental
trip to Board meeting(1)
(1)
There was no international travel for the Board during Fiscal 2022 due to COVID-19.
Directors who are employees receive no additional compensation for their services as directors. A portion of John D. Idol’s annual base salary, equal to one-fourth of the amount of the annual retainer paid to the Company’s independent directors, is payable to him by the Company on a quarterly basis at the same time such retainer is paid to the independent directors of the Company. This is not additional compensation for Mr. Idol and is merely an allocation of salary from the U.S. entity that employs him to the Company for his services as a director of the Company.
In addition to the annual cash fees set forth in the table above, each non-employee director is entitled to receive an annual grant of RSUs under our Incentive Plan with a fair value at the time of grant equal to approximately $150,000, which generally cliff vests on the earlier of the one year anniversary of the date of grant or the Company’s annual shareholder meeting that occurs in the calendar year following the date of grant. Non-employee directors may defer settlement of the RSUs beyond the vesting date in accordance with Section 409A of the Code. Our annual equity grants to non-employee directors are made on the date of the annual meeting of shareholders. Generally, any non-employee director appointed to our Board subsequent to the date of the annual meeting of shareholders is granted, on the date of such appointment, a pro rata portion of the annual equity grant based on the time between the director’s date of appointment and the next annual meeting of shareholders.
Our directors are permitted to use the Company aircraft to travel to and from Board and committee meetings, and we reimburse our non-employee directors for reasonable travel and other related expenses in connection with such meetings. Non-employee directors (like all of our eligible full-time employees) are also provided with a merchandise discount on our products.
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DIRECTOR COMPENSATION
Director Compensation Table
The following table sets forth the amount of compensation earned by each of our non-employee directors for service on our Board during Fiscal 2022:
Name
​​
Fees
Earned or
Paid in
Cash ($)
​​
Share Awards
($)(1)(2)
​​
All Other
Compensation
​​
Total
($)
M. William Benedetto
​​
51,667
​​
—
​​
66,672(3)
​​
118,339
Marilyn Crouther
​​
97,500
​​
150,000
​​
—
​​
247,500
Robin Freestone
​​
175,833
​​
150,000
​​
—
​​
325,833
Judy Gibbons
​​
142,500
​​
150,000
​​
—
​​
292,500
Ann Korologos
​​
116,667
​​
150,000
​​
—
​​
266,667
Stephen F. Reitman
​​
116,667
​​
150,000
​​
—
​​
266,667
Jane Thompson
​​
116,667
​​
150,000
​​
—
​​
266,667
Jean Tomlin
​​
142,500
​​
150,000
​​
—
​​
292,500
(1)
The amounts reported in this column reflect the aggregate grant date fair value computed in accordance with Accounting Standards Codification topic 718, “Stock Compensation,” as issued by the Financial Accounting Standards Board (disregarding any forfeiture assumptions). These values have been determined based on the fair market value on the date of grant for each award. The weighted average assumptions for share-based awards are subjectset forth in Note 16 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2022.
(2)
These RSUs generally vest on the earlier of the one year anniversary of the date of grant or the Company’s annual shareholder meeting that occurs in the calendar year following the date of grant, but settlement may be deferred in accordance with Section 409A of the Code.
(3)
Mr. Benedetto did not stand for re-election at our 2021 Annual Meeting and ceased to be a Director of the Company on July 28, 2021. At that same time, Mr. Benedetto was engaged to provide consulting on an as-needed basis for a one-year period in order to assist with transitioning the role of independent Lead Director, on-boarding new Board candidates (i.e., Ms. Crouther), and otherwise serving as an advisor to the terms and conditions established byChairman.
Director Share Ownership Guidelines
We have share ownership guidelines for our non-employee directors, which provide that each non-employee director must attain ownership of an amount of shares equal to at least five times the annual cash retainer for directors within five years from the date such non-employee director is appointed to the Board.
Independent Director Share Ownership at Fiscal Year End
As of the end of Fiscal 2022, each non-employee director held ordinary shares and/or unvested RSUs in accordance with our share ownership guidelines as follows:
Name
​​
Ordinary Shares
​​
Meets Guidelines
Marilyn Crouther(1)
​​
3,035
​​
✘
Robin Freestone
​​
16,101
​​
✔
Judy Gibbons
​​
31,005
​​
✔
Ann Korologos
​​
34,320
​​
✔
Stephen F. Reitman
​​
13,647
​​
✔
Jane Thompson
​​
21,132
​​
✔
Jean Tomlin
​​
22,128
​​
✔
(1)
Ms. Crouther has until June 1, 2026 to meet the Compensation and Talent Committeeguideline.
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PROPOSAL NO. 4
Approval of Capri Holdings Limited
Third Amended and Restated Omnibus Incentive Plan
Our Board of Directors is submitting the Capri Holdings Limited Third Amended and Restated Omnibus Incentive Plan (the “Amended Incentive Plan”) for shareholder approval at the annual meeting. The Amended Incentive Plan is an amendment and restatement of the Capri Holdings Limited Second Amended and Restated Incentive Plan (the “Existing Incentive Plan”), which was first adopted by our Board of Directors on June 25, 2020, and approved by our shareholders on September 23, 2020.
The Board is seeking shareholder approval of the Amended Incentive Plan because the Board believes the Amended Incentive Plan is the best way to continue to motivate employees and non-employee directors to further the growth, development and financial success of Capri, and continue to enable us to attract, motivate and retain the services of employees and non-employee directors who are essential to our long-term success by offering them an opportunity to own, and benefit from the ownership of, Capri ordinary shares.
The Board of Directors believes that the Amended Incentive Plan is a critical part of our pay-for-performance incentive compensation program. On an annual basis, we grant long-term share-based awards to more than 450 of our employees around the world, including our executive officers, any employee with a title of director-level or above, including key retail field personnel, and non-employee directors. Long-term equity incentive compensation aligns the interests of our key employees with our shareholders, and gives us a competitive edge to attract and retain top talent in the luxury retail industry. Accordingly, our Board believes that it is in the best interests of our Company and our shareholders to approve the Amended Incentive Plan.
In Fiscal 2022, more than 83% percent of equity awards granted under the Existing Incentive Plan were granted to employees other than our NEOs and long-term equity incentive awards covering approximately 1.73 million ordinary shares (excluding forfeitures) were issued from our Existing Incentive Plan. We anticipate issuing long-term equity incentive awards covering approximately 1.47 million ordinary shares from our Existing Incentive Plan in June 2022 in accordance with our historical grant cycle. This will leave us with approximately 2.6 million ordinary shares available for grant which may be insufficient to satisfy our long-term equity incentive compensation needs through our next annual grant cycle in June 2023 under the Existing Incentive Plan particularly if COVID-19, supply chain challenges, inflation and other macroeconomic factors continue to put downward pressure on our share price which would require us to issue more shares even though we expect to retain normal share grant levels for our typical pool of eligible employees. We do not anticipate any material changes to the types of awards, the fair market value of the awards or the number of award recipients under the Existing Incentive Plan.
We believe that the Existing Incentive Plan should be amended to reserve an additional 3,625,000 ordinary shares for awards (the “Share Increase”). If our shareholders do not approve the Amended Incentive Plan, the Share Increase will not be effective and we may have insufficient shares available for future equity award grants, which we believe will adversely affect our ability to attract, retain and reward the many employees and non-employee directors who are critical to our long-term success and to engage key new talent to drive the future growth of our business. If the Amended Incentive Plan is approved by our shareholders at the 2022 annual shareholders meeting, it will supersede and replace the Existing Incentive Plan. Shareholder approval of the Amended Incentive Plan will not affect existing awards under the Existing Incentive Plan or any former share incentive plan with outstanding awards, which continue in effect in accordance with their terms.
CAPRI HOLDINGS
​​
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PROPOSAL NO. 4
Changes to Existing Incentive Plan
The Amended Incentive Plan is based on the terms of the Existing Incentive Plan as currently in effect, with the following key changes:
Available Share Reserve. A total of 15,246,000 shares were originally authorized for awards under the Existing Incentive Plan (as adopted in 2011). As of April 2, 2022, there were 4,062,239 ordinary shares available for future grants of equity awards under the Existing Incentive Plan less one share for every share granted after this date, plus shares that expire, terminate, are cancelled, forfeited or settled in cash and are again available for issuance under the Existing Incentive Plan, for a total of 4,075,874 shares currently available for future issuance under the Existing Incentive Plan as of the Record Date. As discussed in more detail below, pursuant to the Share Increase, 3,625,000 additional ordinary shares will be available for issuance under the Amended Incentive Plan, for a total of 7,687,239 ordinary shares available for issuance less one share for every share granted after April 2, 2022, plus shares under the Existing Incentive Plan or any prior plan that subsequently expire, terminate, are cancelled, forfeited or settled in cash and are again available for issuance under the Amended Incentive Plan, for a total of 7,700,874 shares as of the Record Date. As further discussed below, the available share reserve may be adjusted as provided in the Amended Incentive Plan in the event of certain corporate adjustment events.
The Amended Incentive Plan was approved by our Board of Directors on May 24, 2022, subject to and effective upon shareholder approval with respect to the Share Increase. The expiration of the Amended Incentive Plan will be extended to May 24, 2032 (the tenth anniversary of the effective date). The Amended Incentive Plan and awards granted under the Amended Incentive Plan will be void if shareholder approval is not obtained and the Existing Plan will remain in effect.
Overview of Burn Rate and Overhang
Upon approval of the Amended Incentive Plan, 7,687,239 ordinary shares will be available for issuance to eligible employees or consultants of the Company and its affiliates (as described below) or to the Company’s non-employee directors less one share for every share granted after April 2, 2022, plus shares that expire, terminate, are cancelled, forfeited or settled in cash and are again available for issuance under the Amended Incentive Plan, for a total of 7,770,874 shares as of the Record Date. In its determination to approve the Share Increase, the Board reviewed an analysis prepared by management and reviewed by WTW, the Compensation and Talent Committee’s independent compensation consultant, which included an analysis of certain burn rates, dilution and overhang metrics, select competitor market practices and trends, and the costs of the Amended Incentive Plan. Specifically, the Board considered that our three-year average historical burn rate under the Existing Incentive Plan is 1.46% of ordinary shares outstanding. The burn rates for the three most recently completed fiscal years are shown below:
Fiscal Year
​​
Options
Granted(1)
​​
Time-Based
Full Value
Awards
Granted(1)
​​
Target
Performance-
Based Awards
Granted(1)
​​
Target
Performance-
Based Awards
Earned
​​
Total
Awards(2)
​​
Basic Weighted
Average Shares
Outstanding(1)
​​
Burn Rate
2022
​​
0
​​
1,729,215
​​
​26,109
​​
​347,561
​​
​2,076,776
​​
149,724,675
​​
​1.39%
2021
​​
0
​​
2,349,594
​​
55,979
​​
102,078
​​
2,451,672
​​
150,453,568
​​
1.63%
2020
​​
0
​​
1,987,450
​​
169,817
​​
​53,025
​​
​2,040,475
​​
​150,714,598
​​
1.35%
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
Three-Year
Average
​​
1.46%
(1)
As reported in the Company's Annual Report on Form 10-K at the end of each applicable award agreementfiscal year.
(2)
Total awards includes options granted, time-based full-value awards granted, and need not be the sameperformance-awards earned.
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PROPOSAL NO. 4
To provide a complete picture of the overall share pool, the below table shows equity plan data as of the end of Fiscal 2022 and the Record Date:
 
​​
April 2, 2022
​​
June 6, 2022
Unexercised options outstanding
​​
355,448
​​
​355,448
Weighted average exercise price
​​
$57.54
​​
$​57.54
Weighted average remaining term
​​
2.0 years
​​
​1.82 years
Unvested RSUs outstanding(1)
​​
4,037,892
​​
4,020,562
Total shares remaining for future grants(2)
​​
4,062,239
​​
​4,075,874
(1)
Includes 210,192 performance-based awards (assuming target performance level) as of April 2, 2022 and 210,192 as of June 6, 2022 (the Record Date).
(2)
Assumes target performance level for each participant. For Fiscal 2016, equityperformance-based awards to our named executive officers were comprised 20% of share options, 40% of performance-based restricted share units and 40% of restricted share units.granted.
If the Amended Incentive Plan is approved, the issuance of the additional ordinary shares to be reserved under the Amended Incentive Plan would dilute the holdings of shareholders by 2.3% of our ordinary shares outstanding as of the Record Date, bringing our overhang to approximately 7.9% (including the new shares that will be reserved for issuance under the Amended Incentive Plan). Accordingly, the Board believes that the Share Increase will not be excessively dilutive to shareholders.
 
​​
Share OptionsOwnership Guidelines
To date, all share options granted under the Incentive PlanWe believe that it is important for our executive officers to have a termmeaningful ownership stake in our Company in order to further align their financial interests with those of seven years. Unless otherwise provided in an award agreement, anyour shareholders, encouraging the creation of sustainable long-term growth. Guidelines are expressed as a multiple of salary, and newly appointed executive officers have five years from their date of hire to accumulate the required level. Compliance is determined annually based on share option granted under the Incentive Plan becomes vested and exercisable with respect to 25% of the ordinary shares subject to the option on eachownership as of the first four anniversariesday of the date thatfiscal year, using the option is granted so longaverage share price for the preceding fiscal year. All NEOs employed as the participant continues to be employed by or provides services to us on the relevant vesting date.
Restricted Shares
Historically, we also granted restricted share awards to our executive officers and other eligible employees pursuant to the terms of the Incentive Plan. Restricted shares are ordinary shares that generally are non-transferable and are subject to other restrictions determined by the Compensation and Talent Committee for a specified period. Unless otherwise provided in an award agreement, a participant who receives a restricted share award has all rights of a shareholder, including voting rights and the right to receive distributions, subject to restrictions and risks of forfeiture set forth in the award agreement. Unless otherwise provided in an award agreement, 25% of each restricted share granted under the Incentive Plan vests on eachlast day of the first four anniversariesfiscal year were in compliance with their respective guideline as of the date that the restricted share was granted so long as the participant continues to be employed by or provides services to us on the relevant vestingmeasurement date.


Share Ownership Guidelines and Compliance
37 | MICHAEL KORSPosition
​2016 Proxy Statement​
Ownership Guideline
(Dollar value of shares as
a multiple of salary)(1)
​​
Compliance
Chief Executive Officer
​​
5.00
​​
✔
Executive Vice President, Chief Financial Officer and Chief Operating Officer
​​
3.00
​​
✔
Senior Vice President, Chief People Officer
​​
2.00
​​
✔
Senior Vice President, General Counsel and Chief Sustainability Officer
​​
2.00
​​
✔
Senior Vice President, Global Operations and Head of Diversity and Inclusion
​​
2.00
​​
✔
(1)
Includes vested and unvested time-based RSUs, exercisable options whose strike price is greater than the Company’s share price as of the measurement date and other shares owned in private investment or savings plan accounts for purposes of determining compliance with the guidelines.



Restricted Share Units
BeginningIf an executive is not in compliance with the fourth quartershare ownership guidelines, they are expected to hold 50% of fiscal 2015, the Compensation and Talent Committee determined that our executive officers and other eligible employees should receive restricted share units (in lieu of restricted share grants) pursuant to the termstheir after-tax shares as they vest until compliance is attained. For a description of the Incentive Plan. Previously, only non-employee directors received restricted share units. The purpose of this change was to avoid immediate income tax liability to those participants who receive a grant and are retirement eligible. Unless otherwise provided in an award agreement, 25% of each restricted share unit granted under the Incentive Plan to our executive officers and other eligible employees vests on each of the first four anniversaries of the date that the restricted share unit was granted so long as the participant continues to be employed by or provides services to us on the relevant vesting date, except that restricted share units awardedownership guidelines applicable to our non-employee directors, vest on the earlier of the one year anniversary of the date of grant or our annual meeting that occurs in the calendar year following the date of grant (unless the director elects to defer settlement to a later date) and, beginning with Fiscal 2016, the vesting of restricted share units granted to Messrs. Kors and Idol are subject to satisfaction of a minimum performance target. See see “Director Compensation—Director Share Ownership GuidelinesExecutive Compensation—Potential Payments Upon Termination of Employment or Change in Control—Treatment of Long-Term Incentives Upon Termination or Change in Control.” and “Executive Compensation—Employment Agreements With Our Named Executive Officers.”
Performance-Based Restricted Share Units
Consistent with our pay for performance compensation strategy, a portion of the annual equity grant to our named executive officers is comprised of performance-based restricted share units (referred to as “PRSUs”). The PRSUs will vest only upon achievement of a pre-established cumulative net income goal for a period of three years, subject to the individual’s continued employment through the end of the applicable three-year period. The number of ordinary shares earned with respect to such PRSUs will range from 0-150% of the shares originally subject to the award, depending on actual achievement.
For Fiscal 2016, the PRSUs granted to our named executive officers were for the performance period commencing on March 29, 2015 (the first day of Fiscal 2016) and continuing through March 31, 2018 (the last day of fiscal 2018). The PRSUs will be eligible to vest on the date that the Compensation and Talent Committee certifies the results for such performance period based on the extent to which the target cumulative net income of the Company for such performance period, as set forth in the following table, is achieved:
Performance Level 
Cumulative Net
Income for the
Performance
Period
(in thousands)
 
% of Target
Performance Goal
Achieved
 
% of PRSUs That
Will Become
Vested On the
Vesting Date
Threshold $2,288,167 80% 50%
Target $2,860,209 100% 100%
Maximum $3,146,230 110% 150%


38 | MICHAEL KORS
2016 Proxy Statement



To the extent cumulative net income of the Company during the performance period exceeds the threshold level but is less than the target or maximum, the number of PRSUs that will become vested will be calculated using straight-line interpolation (rounded to the nearest whole percentage), as determined by the Compensation and Talent Committee in its sole discretion. No PRSUs will be earned or become vested if cumulative net income of the Company during the performance period is less than the threshold level and, in such event, the PRSUs subject to the award will be automatically forfeited.
We believe that using PRSUs further aligns the interests of our executives with our shareholders with respect to our long-term growth plan while simultaneously aiding in the retention of our key executives in a highly competitive market for talent.
Employee Benefits and Executive Perquisites
We provide our named executive officers with other compensation and benefits that we believe are reasonable, competitive and consistent with our overall executive compensation philosophy and objectives. Our named executive officers generally participate in the same benefit plans that eligible full-time employees in the United States participate in such as medical, dental and vision plans, life insurance, short and long-term disability coverage and matching contributions to a 401(k) plan and are eligible for paid vacation and a merchandise discount on our products.
We also provide certain limited additional perquisites to Messrs. Kors and Idol pursuant to the terms of their respective employment agreements. The costs of these benefits constitute only a small percentage of each of Messrs. Kors’ and Idol’s total compensation. We believe that these benefits generally allow Messrs. Kors and Idol to work more efficiently and facilitate the performance of their duties. We paid premiums of about $24,340 in Fiscal 2016 on the approximately $1,100,000 whole life insurance policy and $500,000 term life insurance policy currently in place on the life of Mr. Kors, both of which policies are owned by Mr. Kors. In addition, we pay $50,000 in premiums annually for the $5,000,000 whole life insurance policy presently maintained by Mr. Idol. We also provide the use of an automobile and a driver to Messrs. Kors and Idol and for personal use of the corporate aircraft in accordance with their respective aircraft time sharing agreements. These payments are not grossed up for taxes.
See “All Other Compensation” in the Summary Compensation Table and related footnotes for a discussion of all perquisites and other personal benefits provided to our named executive officers.Additional Information
Severance Protection and Change in Control
In order to attract and retain the services of Control Benefits
We haveour incumbent NEOs and assure their continued service, the Company entered into employment agreements with each of our named executive officers whichthem that specify the terms of employment, including certain compensation levels and certain severance benefits. These employment agreements were designedCash severance is limited to attractone-times base salary (without giving effect to any COVID-19 salary reductions) for the NEOs other than the CEO and retainformer CEO of Michael Kors where severance is equal to two-times base salary (using pre-COVID-19 base salary in the servicescase of these particular executives and to assure usMr. Idol) plus two-times the annual cash incentive paid or payable in respect of the executive’s continued employment.most recently completed fiscal year. Depending on the nature and timing of an executive departure, they may also be entitled to a pro-rata cash incentive. Additional terms related to a change in control are captured in our Incentive Plan provisions, including the accelerated vesting of long-term equity incentive awards upon certain terminations of employment occurring within 24 months following a change in control. No named executive officer has any right to receive a tax gross up for any “golden parachute” excise tax. We believe the severance benefits provided, which are the result of negotiations between the parties, are commercially reasonable and typical of the rights afforded to similarly situated executives in other companies of similar size and stage of development operating in the retail accessories andand/or apparel industry.
In addition, all of the equity awards granted to our named executive officers pursuant to our Incentive Plan will be subject to accelerated vesting upon certain terminations of employment occurring within 24 months followingFor a change in control. No named executive officer has any right to receive a tax gross up for any “golden parachute” excise tax imposed under the U.S. Internal Revenue Code.


39 | MICHAEL KORS
2016 Proxy Statement



For adetailed description of the severance protectionprotections contained in the named executive officers’each NEO’s employment agreementsagreement, and the estimated amounts payable to our named executive officerseach NEO in the event of termination or a change in control, including details regarding the effect of termination and change in control on outstanding equity awards, see “Executive Compensation—Potential Payments Upon Termination of Employment or Change in Control—Treatment of Long-Term Equity Incentives Upon Termination or Change in Control.Control.”
Other
CAPRI HOLDINGS
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Compensation Discussion and Analysis
Tax and Accounting Considerations
In designing our compensation and benefits programs, the Compensation Program Features
Clawback Policy and RecoveryTalent Committee reviews and considers the tax treatment of Equity-Based and Cash Awards
Our equity-based awards provide that all vested equity-based awards will be forfeited by our Incentive Plan participants automatically upon a breach by them of any of the post-employment covenants such as any non-competition, employee or customer non-solicitation or non-disclosure obligations to which they are subject. The Incentive Plan participant would be required to forfeit or repay any compensation previously received on exercise or settlement of the award in connection with any such breach. We view this recovery of awards feature as a necessary element of our equity-based program as it deters competitive activities that would likely cause significant harm to our business. If the Incentive Plan participant receives an amount in excess of what should have been received under the terms of the award due to material noncompliance by the Company with any financial reporting requirement under the U.S. securities laws, any mistake in calculations or other administrative error, then the award will be canceled and the individual must promptly repay any excess value to the Company.
In addition, we have a bonus clawback policy which applies to annual cash incentive bonus compensation earned by certain covered employees (including our named executive officers). Under our bonus clawback policy, we may recover all or part of any annual cash incentive bonus compensationamounts awarded or paid to these employees in the eventour executives to ensure that we determine that our financial results must be restated to correct an accounting error due to material noncompliance with any financial reporting requirements under the U.S. securities laws within three years from the first issuance of such financial results. The second amended and restated employment agreements entered into between us and each of Mr. Kors and Mr. Idol also provide for a clawback of all or part of any annual cash incentive bonus compensation paid or awarded to either of them in the event of a restatement due to material non-compliance with financial reporting requirements. See “Executive Compensation—Employment Agreements with Our Named Executive Officers” below.
Certain Tax Matters
Our Compensation and Talent Committee’s general policy is that compensation shouldamounts qualify as tax deductible to the Company for federal income tax purposes whenever possible, to the extent consistent with our overall compensation goals. UnderAs a result of amendments to Section 162(m) of the U.S. tax code (“Section 162(m)”),Code as part of the Tax Cuts and Jobs Acts of 2017, we are generally no longer able to take a deduction for any compensation paid to certain of our named executive officers (other than our Chief Financial Officer)current or former NEOs in excess of $1 million per year is generally not deductible unless the compensation is “performance-based” as described in the regulations under Section 162(m). Prior to the date$1.0 million.
Other provisions of the 2016 annual meetingCode can also affect compensation decisions. Section 409A of shareholders, we were permittedthe Code, which governs the form and timing of payment of deferred compensation, imposes a transition period before20% additional tax and an interest penalty on the provisionsrecipient of deferred compensation that does not comply with Section 409A. The Compensation and Talent Committee takes into account the potential implications of Section 162(m) become applicable409A in determining the form and timing of compensation awarded to us. For Fiscal 2016, we made certain changesour executives and intends to structure any non-qualified deferred compensation plans or arrangements (including the compensation of our Chief Executive Officer and Chief Creative Officer in orderDeferred Compensation Plan) to be exempt from or to comply with the requirements of Section 162(m) because it is a financially responsible action and benefits our shareholders. See “Executive Compensation—Employment Agreements with Our Named Executive Officers” below. Of course, we409A.
We believe it is important that our Compensation and Talent Committee retains flexibility and authority to adjust compensation as needed to address particular circumstances, or unexpected, unusual or non-


40 | MICHAEL KORS
2016 Proxy Statement



recurringnon-recurring events, orand to attract and retain key executive talent, even if this results in the payment of non-deductible compensation. Accordingly, our Compensation and Talent Committee may recommend payments that are not fully deductible if, in its judgment, such payments are necessary to achieve our compensation objectives and are in the best interests of the Company and its shareholders.
Accounting Matters
EachIn addition, each element of the compensation paid to our executives is expensed in our financial statements as required by U.S. generally accepted accounting principles.GAAP. The financial statement impact of various compensation awards is an important factor that the Compensation and Talent Committee considers in determining the amount, form and design of each pay component for our executives.
Compensation and Talent Committee Report
The Compensation and Talent Committee reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management. Based on such review and discussion, the Compensation and Talent Committee recommended to the Board, and the Board approved, that the Compensation Discussion and Analysis be included in the proxy statement for the 2022 Annual Meeting of Shareholders and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended April 2, 2022.
COMPENSATION AND TALENT COMMITTEE
Jean Tomlin (Chair)
Marilyn Crouther
Robin Freestone
Ann Korologos
Jane Thompson
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Compensation and Talent Committee Risk Assessment
Management periodically reviews with the Compensation and Talent Committee our compensation policies and practices and evaluates the degree to which the various design elements of our compensation program encourage excessive or inappropriate risk-taking, including by our named executive officers. We believe that the various elements of our compensation program discourage imprudent risk taking and are aligned with our strategy and objectives. As a result of its review and evaluation of our Fiscal 2022 compensation program, the Compensation and Talent Committee concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us.
The factors evaluated by management and the Compensation and Talent Committee included:
the overall mix of pay between base salary, short-term and long-term incentives
the variety of performance metrics used in our performance-based incentive compensation plans
the range of performance required to earn a payout under performance-based compensation and capped payouts under our Incentive Plan
the timing of incentive payouts and the vesting schedules and vesting conditions under our Incentive Plan
our incentive compensation clawback policy
the balance between the use of time-based and performance-based equity incentives
share ownership guidelines for our non-employee directors and our executives
our policy against buying Company shares on margin or engaging in any hedging transactions
our rigorous management performance evaluation process with an emphasis on core competencies and leadership capabilities
our leadership and culture that values long-term value creation for our shareholders and strong financial performance
its certification of all performance results, approval of all performance payouts, and ability to apply discretion as appropriate
When we are developing new compensation programs or modifying existing programs and selecting performance measures for annual and long-term incentives, management and the Compensation and Talent Committee consider the associated risks when making its decisions.
CAPRI HOLDINGS
​​
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TABLE OF CONTENTS

Executive
Compensation
Summary Compensation Table
The following table sets forth the compensation earned by, awarded, or paid to each of our named executive officers for our last three completed fiscal years:
Name and
Principal Position
​​
Fiscal
Year
​​
Salary
($)
​​
Bonus
($)(1)
​​
Share Awards
($)(2)
​​
Option Awards
($)(2)
​​
Non-Equity
Incentive Plan
Compensation
($)(3)
​​
All Other
Compensation
($)(4)
​​
Total
($)
John D. Idol
Chairman and
Chief Executive Officer
​​
2022
​​
1,215,000
​​
—
​​
8,500,021
​​
—
​​
4,860,000
​​
162,810
​​
14,737,831
​
2021
​​
24,502
​​
—
​​
6,000,005
​​
—
​​
2,025,000
​​
143,918
​​
8,193,425
​
2020
​​
1,350,000
​​
—
​​
7,499,990
​​
—
​​
2,700,000
​​
205,245
​​
11,755,235
Thomas J. Edwards, Jr.
Executive Vice President,
Chief Financial Officer and
Chief Operating Officer
​​
2022
​​
745,000
​​
—
​​
3,000,023
​​
—
​​
1,500,000
​​
8,550
​​
5,253,573
​
2021
​​
693,333
​​
—
​​
1,499,993
​​
—
​​
360,000
​​
4,200
​​
2,557,526
​
2020
​​
800,000
​​
500,000
​​
1,499,998
​​
—
​​
560,000
​​
6,188
​​
3,366,186
Jenna Hendricks(5)
Senior Vice President,
Chief People Officer
​​
2022
​​
476,667
​​
—
​​
1,499,984
​​
—
​​
500,000
​​
12,340
​​
2,488,991
​
​
Krista A. McDonough
Senior Vice President,
General Counsel and
Chief Sustainability Officer
​​
2022
​​
533,333
​​
—
​​
1,499,984
​​
—
​​
550,000
​​
8,550
​​
2,591,867
​
2021
​​
437,179
​​
—
​​
1,000,001
​​
—
​​
112,500
​​
4,200
​​
1,553,880
​
2020
​​
500,000
​​
500,000
​​
1,000,021
​​
—
​​
175,000
​​
5,750
​​
2,180,771
Daniel T. Purefoy(5)
Senior Vice President, Global Operations and Head of Diversity and Inclusion
​​
2022
​​
372,115
​​
—
​​
600,005
​​
—
​​
375,000
​​
—
​​
1,347,120
​
2021
​​
346,346
​​
—
​​
999,996
​​
—
​​
90,000
​​
—
​​
1,436,342
​
Joshua Schulman(5)(6)
Former Chief
Executive Officer -
Michael Kors
​​
2022
​​
646,048
​​
700,000
​​
14,999,989(7)
​​
—
​​
—
​​
877,925
​​
17,223,962
​
 
​
 
(1)
The amounts reported in this column for Fiscal 2020 reflect a special one-time cash incentive to Mr. Edwards and Ms. McDonough to reward these executives for their respective roles in leading the successful acquisition of Versace. The amounts reported in this column for Fiscal 2022 reflect a guaranteed bonus to Mr. Schulman for Fiscal 2022 in accordance with this employment agreement.
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EXECUTIVE COMPENSATION
(2)
The amounts reported in these columns reflect the aggregate grant date fair value computed in accordance with Accounting Standards Codification topic 718, “Stock Compensation,” as issued by the Financial Accounting Standards Board (disregarding any forfeiture assumptions). These values have been determined based on the fair market value on the date of grant for each award. The aggregate grant date fair value is the amount that the Company expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to the actual value that the NEOs will realize from the award. The weighted average assumptions for share-based awards are set forth in Note 16 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2022. The value of the PRSUs included in the amount reported in this column is based on achieving target performance goals and represents 100% of the grant date fair value.
(3)
The amounts reported in this column were earned under our Cash Incentive Plan for the applicable fiscal year. For a more detailed discussion of our cash incentive programs, see “Compensation Discussion and Analysis—Fiscal 2022 Compensation—Incentive Compensation—Fiscal 2022 Annual Cash Incentive.”
(4)
For each of our NEOs, “All Other Compensation” consists of the payments that are shown in the table below for the applicable fiscal year.
(5)
Mr. Purefoy was not a NEO for Fiscal 2020 and Ms. Hendricks and Mr. Schulman were not NEOs for Fiscal 2020 and Fiscal 2021.
(6)
Mr. Schulman served as an executive officer of the company from August 24, 2021 through March 4, 2022. Mr. Schulman ceased to be an employee of the Company as of March 7, 2022 (which was prior to the last day of Fiscal 2022).
(7)
In connection with Mr. Schulman’s separation from service and consistent with a termination without cause under the Incentive Plan and Mr. Schulman’s employment agreement, Mr. Schulman only received one-fifth of the RSUs reflected in this column. See “Compensation Discussion and Analysis—Fiscal 2022 Compensation—Incentive Compensation—Equity Incentive Compensation—Schulman New Hire Equity Award” In accordance with SEC disclosure requirements, the Summary Compensation Table shows the full grant date fair value of this award and does not reflect what Mr. Schulman ultimately received.
All Other Compensation
Perquisite
​​
Mr. Idol
($)
​​
Mr. Edwards
($)
​​
Ms. Hendricks
($)
​​
Ms. McDonough
($)
​​
Mr. Purefoy
($)
​​
Mr. Schulman
($)
Transportation Benefit(1)
​​
​​
​​
​​
​​
​​
2022
​​
30,365
​​
—
​​
—
​​
—
​​
—
​​
—
2021
​​
16,027
​​
—
​​
(3)
​​
—
​​
—
​​
(3)
2020
​​
38,556
​​
—
​​
(3)
​​
—
​​
(3)
​​
(3)
401(k) Company Match
​​
​​
​​
​​
​​
​​
2022
​​
8,550
​​
8,550
​​
8,550
​​
8,550
​​
—
​​
 
2021
​​
4,200
​​
4,200
​​
(3)
​​
4,200
​​
—
​​
(3)
2020
​​
6,188
​​
6,188
​​
(3)
​​
5,750
​​
(3)
​​
(3)
Company Paid Life Insurance Premiums
​​
​​
​​
​​
​​
​​
2022
​​
50,000
​​
—
​​
—
​​
—
​​
—
​​
—
2021
​​
50,000
​​
—
​​
(3)
​​
—
​​
—
​​
(3)
2020
​​
50,000
​​
—
​​
(3)
​​
—
​​
(3)
​​
(3)
Other
​​
​​
​​
​​
​​
​​
2022
​​
73,895(2)
​​
—
​​
3,790(4)
​​
—
​​
—
​​
877,925(5)
2021
​​
73,691(2)
​​
—
​​
(3)
​​
—
​​
—
​​
(3)
2020
​​
110,501(2)
​​
—
​​
(3)
​​
—
​​
(3)
​​
(3)
(1)
Represents the value of an automobile and driver provided on behalf of the Company to Mr. Idol for all fiscal years presented.
(2)
Represents (i) a foreign tax credit in the amount of $1,874 for Fiscal 2022, $22,055 for Fiscal 2021 and $20,258 for Fiscal 2020 and (ii) the aggregate incremental cost associated with personal use of the Company aircraft in the amount of $72,022 for Fiscal 2022, $51,636 for Fiscal 2021 and $90,243 for Fiscal 2020 for Mr. Idol.
(3)
Mr. Purefoy was not a NEO for Fiscal 2020 and Ms. Hendricks and Mr. Schulman were not NEOs for Fiscal 2020 and Fiscal 2021.
(4)
Represents clothing allowance for Ms. Hendricks.
(5)
For Mr. Schulman, this amount represents reimbursement of $25,000 in legal fees in connection with the negotiation of his August 2021 employment agreement plus the following cash payments made pursuant to the terms of his separation and release agreement and consistent with being terminated without cause under the terms of his employment agreement: (a) salary and target annual cash incentive continuation payments in the amount of $285,000 made in fiscal year 2022 plus (iii) payment of $567,925 representing the portion of Mr. Schulman’s annual cash incentive for Fiscal 2022 that exceeded his Fiscal 2022 guaranteed bonus, pro-rated for the portion of Fiscal 2022 that Mr. Schulman was actually employed.
CAPRI HOLDINGS
​​
55

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Fiscal 2022 Grants of Plan-Based Awards
The following table sets forth information on potential payment opportunities in respect of Fiscal 2022 performance under our annual Cash Incentive Plan and equity awards granted during Fiscal 2022 under our Incentive Plan:
 
​​
 
​​
 
​​
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
​​
Estimated Future Payouts
Under Equity Incentive Plan
Awards
​​
 
​​
 
​​
 
​​
 
Name
​​
Type of
Award
​​
Grant
Date
​​
Threshold
($)
​​
Target
($)
​​
Maximum
($)
​​
Threshold
(#)
​​
Target
(#)
​​
Maximum
(#)
​​
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(1)
​​
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
​​
Exercise
or Base
Price of
Option
Awards
($/ Share)
​​
Grant
Date
Fair Value
of Share
and
Option
Awards
($)(2)
John D. Idol
​​
RSUs
​​
6/15/21
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
155,025
​​
—
​​
—
​​
8,500,021
​
Annual Cash
Incentive
Plan(3)
​​
—
​​
0
​​
3,645,000
​​
4,860,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Thomas J. Edwards, Jr.
​​
RSUs
​​
6/15/21
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
54,715
​​
—
​​
—
​​
3,000,023
​
Annual Cash
Incentive Plan(3)
​​
—
​​
0
​​
750,000
​​
1,500,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Jenna Hendricks
​​
RSUs
​​
6/15/21
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
27,357
​​
—
​​
—
​​
1,499,984
​
Annual Cash
Incentive Plan(3)
​​
—
​​
0
​​
250,000
​​
500,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Krista A. McDonough
​​
RSUs
​​
6/15/21
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
27,357
​​
—
​​
—
​​
1,499,984
​
Annual Cash
Incentive Plan(3)
​​
—
​​
0
​​
275,000
​​
550,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Daniel T. Purefoy
​​
RSUs
​​
6/15/21
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
10,943
​​
—
​​
—
​​
600,005
​
Annual Cash
Incentive Plan(3)
​​
—
​​
0
​​
187,500
​​
375,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Joshua Schulman
​​
RSUs
​​
9/1/2021
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
262,467
​​
—
​​
—
​​
14,999,989
​
Annual Cash
Incentive Plan(3)
​​
—
​​
0
​​
1,200,000
​​
2,400,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
(1)
The share-based awards granted on June 15, 2021 will vest in 1/3 installments on each of the first three anniversary dates following the grant date, in each case, subject to the NEO’s continued employment with the Company through the vesting date, unless the executive officer dies, becomes permanently disabled or is retirement eligible under the Incentive Plan. The share-based awards granted on September 1, 2021 will vest in 20% installments on each of the first five anniversary dates following the grant date. Subject to compliance with the restrictive covenants set forth in his separation and release agreement, Mr. Schulman is eligible to vest in 20% of the RSUs underlying the initial award in September 2022. Thereafter, the remaining RSUs will be forfeited.
(2)
The amounts reported in these columns reflect the aggregate grant date fair value computed in accordance with Accounting Standards Codification topic 718, “Stock Compensation,” as issued by the Financial Accounting Standards Board (disregarding any forfeiture assumptions). These values have been determined based on the fair market value on the date of grant for each award. The aggregate grant date fair value is the amount that the Company expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to the actual value that the NEOs will realize from the award. The weighted average assumptions for share-based awards are set forth in Note 16 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2022.
(3)
Represents the range of possible cash payouts for Fiscal 2022 under the Cash Incentive Plan if performance metrics were attained at varying levels. If performance falls below the pre-established thresholds, the payout is $0. See “Compensation Discussion and Analysis—Fiscal 2022 Compensation—Incentive Compensation—Fiscal 2022 Annual Cash Incentive” for more information regarding cash incentive awards. Amounts actually earned for Fiscal 2022 are set forth in the Summary Compensation Table above.
56
​​
CAPRI HOLDINGS

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Employment Agreements with Our Named Executive Officers
John D. Idol
John D. Idol is employed pursuant to an employment agreement between the Company and him. Mr. Idol is not subject to a fixed term contract and his employment will continue pursuant to the employment agreement unless terminated by either party.
Pursuant to terms of his employment agreement, Mr. Idol serves as our Chairman and Chief Executive Officer, reporting to the Board of Directors. We must use best efforts to cause Mr. Idol to be appointed or elected to the position of Chairman of the Board. Upon termination of his employment for any reason, Mr. Idol will immediately resign from the Board and from other officer and director positions with the Company and its subsidiaries.
Mr. Idol is entitled to receive an annual base salary of at least $1.350 million (which, in light of the impact COVID-19 had on our business, Mr. Idol voluntarily elected to reduce to $1.215 million for Fiscal 2022). In addition, Mr. Idol is eligible to receive a cash incentive in accordance with, and subject to the terms and conditions of, our then existing Cash Incentive Plan which is a component of the Incentive Plan
The annual cash incentive payment is equal to a percentage of Mr. Idol’s then-current base salary with the incentive levels set at 0% for performance below established thresholds and (i) for Fiscal 2022, 300% target – 400% maximum, and (ii) for fiscal 2023 and thereafter, 200% target – 400% maximum. Mr. Idol’s actual annual cash incentive will be interpolated based on the actual level of attainment with performance components, measures and target values established by the Compensation and Talent Committee. Except in limited circumstances, Mr. Idol must be employed by us on the date that the annual cash incentive is actually paid, which will be the same date that annual cash incentives are paid to our other senior executives that participate in the Cash Incentive Plan.
If the Compensation and Talent Committee determines that Mr. Idol was overpaid as a result of certain restatements of the reported financial or operating results of the Company due to material non-compliance with financial reporting requirements, then it may reduce the amount of the cash incentive, or require the executive to re-pay the overpaid portion of the cash incentive, as long as the determination as to the fact that a cash incentive has been overpaid is made before the end of the third fiscal year following the year for which the cash incentive performance criteria were inaccurate, provided that if steps have been taken within such period to restate the Company’s financial or operating results, such three year time period shall be extended until such restatement is completed.
Mr. Idol will not accrue any vacation but he is entitled to take unlimited vacation so long as the vacation time does not interfere with his ability to complete his obligations under his employment agreement. Mr. Idol is entitled to participate in all employee benefit plans and programs generally available to our senior executives, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans. We pay the premiums, up to a maximum of $50,000 per annum in the aggregate, for Mr. Idol’s approximately $5.0 million whole life insurance and $500,000 term life insurance policy. We also provide Mr. Idol with an automobile and driver for transportation to and from our offices and for business purposes as provided for in his employment agreement, and Mr. Idol is entitled to use our corporate aircraft in accordance with his Aircraft Time Sharing Agreement.
Mr. Idol has also agreed that during the term of his employment agreement he will not engage in or carry on any “Competitive Business” (as defined in his employment agreement); provided that he may own 10% or less in a Competitive Business as a passive investor so long as he does not manage or exercise influence or control over such business.
Pursuant to his employment agreement, to the extent permitted by law and our by-laws or other governing documents, we will indemnify Mr. Idol with respect to any claims made against him as an officer, director or employee of the Company or any subsidiary, except for acts taken in bad faith or in breach of his duty of loyalty to the Company. During the term of his employment agreement and for as long thereafter as is practicable, we agreed that Mr. Idol will be covered under a directors and officers liability insurance policy with coverage limits in amounts no less than that which we maintained as of the date of his employment agreement.
Mr. Idol has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company and Mr. Idol remains obligated to maintain the confidentiality of our proprietary information. For two years after termination of his employment, Mr. Idol has agreed not to hire any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
CAPRI HOLDINGS
​​
57

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Thomas J. Edwards, Jr.
Pursuant to the employment agreement, effective as of April 17, 2017, between the Company and Mr. Thomas J. Edwards, Jr., our Executive Vice President, Chief Financial Officer and Chief Operating Officer, Mr. Edwards’ employment agreement automatically renews for additional one-year terms on July 1st of each year, unless either party gives written notice of non-renewal.
Mr. Edwards is entitled to receive a base salary of $800,000 per year (which, in light of the impact COVID-19 had on our business, Mr. Edwards voluntarily elected to reduce to $720,000 and which the Company reinstated to $750,000 effective June 1, 2021 through the end of Fiscal 2022). Mr. Edwards is eligible to receive an annual cash incentive based on a percentage of his then-current base salary (with the incentive levels set at 0% for below threshold performance –100% target – 200% maximum) interpolated based on actual level of attainment in accordance with the terms of our Cash Incentive Plan. Mr. Edwards is also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans.
Mr. Edwards is obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Mr. Edwards has also agreed not to hire, for a two-year period following the termination of his employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
Jenna Hendricks
Jenna Hendricks is employed as our Senior Vice President, Chief People Officer pursuant to an employment agreement, effective June 1, 2021, between the Company and Ms. Hendricks. Ms. Hendricks is not subject to a fixed term contract and her employment will continue pursuant to the employment agreement unless terminated by either party.
Ms. Hendricks receives a base salary of $500,000 per year. Ms. Hendricks is eligible to receive an annual cash incentive based on a percentage of her then-current base salary (with incentive levels set at 0% for below threshold performance – 50% target – 100% maximum) interpolated based on actual level of attainment in accordance with the terms of our Cash Incentive Plan. Ms. Hendricks is also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans.
Ms. Hendricks receives an annual clothing allowance in the amount of $10,000 plus an additional closing allowance of $15,000 for use at any time during the term.
Ms. Hendricks is obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Ms. Hendricks has also agreed not to hire, for a two-year period following the termination of her employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
Krista A. McDonough
Pursuant to the employment agreement, effective as of October 1, 2016, between the Company and Krista A. McDonough, our Senior Vice President, General Counsel and Chief Sustainability Officer, Ms. McDonough’s employment agreement automatically renews for additional one-year terms on November 1st of each year, unless either party gives advance written notice of non-renewal.
Ms. McDonough receives a base salary of $550,000 per year. Ms. McDonough is eligible to receive an annual cash incentive based on a percentage of her then-current base salary (with incentive levels set at 0% for below threshold performance – 50% target – 100% maximum) interpolated based on actual level of attainment in accordance with the terms of our Cash Incentive Plan. Ms. McDonough is also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans.
58
​​
CAPRI HOLDINGS

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Ms. McDonough is obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Ms. McDonough has also agreed not to hire, for a two-year period following the termination of her employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
Daniel T. Purefoy
Pursuant to the employment agreement, effective as of March 30, 2020, between the Company and Mr. Daniel T. Purefoy, our Senior Vice President, Global Operations and Head of Diversity and Inclusion, Mr. Purefoy’s employment agreement extends through March 31, 2024 and will be automatically renewed for additional one-year terms unless either party gives written notice of non-renewal.
Mr. Purefoy receives a base salary of $400,000 per year (which, in light of the impact COVID-19 had on our business, Mr. Purefoy voluntarily elected to reduce to $360,000 and the Company reinstated to $375,000 effective May 30, 2021 through the end of Fiscal 2022). Mr. Purefoy is eligible to receive an annual cash incentive based on a percentage of his then-current base salary (with the incentive levels set at 0% for below threshold performance – 50% target – 100% maximum) interpolated based on actual level of attainment in accordance with the terms of our Cash Incentive Plan. Mr. Purefoy is also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans.
Mr. Purefoy is obligated to maintain confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Mr. Purefoy has also agreed not to hire, for a two-year period following the termination of his employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
Joshua Schulman
Joshua Schulman entered into an employment agreement with the Company, effective August 24, 2021, pursuant to which he was appointed as Chief Executive Officer of Michael Kors. Mr. Schulman's employment with the Company ceased on March 7, 2022, at which time the Company and Mr. Schulman entered into a separation agreement and release (the “Schulman Separation Agreement”). For a description of the Schulman Separation Agreement and a summary of the payments and benefits provided for thereunder see “—Potential Payments Upon Termination of Employment and Change in Control—Severance Benefits—Joshua Schulman.”
CAPRI HOLDINGS
​​
59

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Outstanding Equity Awards at 2022 Fiscal Year-End
The following table sets forth unexercised and unvested share options and other share-based awards that were outstanding as of the end of Fiscal 2022 for each named executive officer:
 
​​
Option Awards
​​
Share Awards
Name
​​
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
​​
Number of
Securities
Underlying
Unexercised
Options
Unexercisable (#)
​​
Option
Exercise
Price(1)
($)
​​
Option
Expiration
Date
​​
Number
of Shares or
Units That
Have Not
Yet Vested
(#)
​​
Market
Value of
Shares or
Units of
Shares That
Have Not
Vested
($)(2)
​​
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
have Not
Vested
(#)
​​
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)(2)
John D. Idol
​​
3,803
​​
—
​​
47.10
​​
6/15/2022
​​
—
​​
—
​​
—
​​
—
​
14,503
​​
—
​​
49.88
​​
6/15/2023
​​
—
​​
—
​​
—
​​
—
​
45,937
​​
15,312
​​
67.52
​​
6/15/2025
​​
—
​​
—
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
456,662(3)
​​
23,285,195
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
148,405(4)
​​
7,567,171
​​
—
​​
—
Thomas J. Edwards, Jr.
​​
9,188
​​
3,062
​​
67.52
​​
6/15/2025
​​
—
​​
—
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
128,649(3)
​​
6,559,813
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
29,681(4)
​​
1,513,434
​​
—
​​
—
Jenna Hendricks
​​
—
​​
—
​​
—
​​
—
​​
45,388(3)
​​
2,314,334
​​
—
​​
—
Krista A. McDonough
​​
6,885
​​
—
​​
34.68
​​
6/15/2024
​​
—
​​
—
​​
—
​​
—
​
3,675
​​
1,225
​​
67.52
​​
6/15/2025
​​
—
​​
—
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
76,672(3)
​​
3,909,505
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
19,788(4)
​​
1,008,990
​​
—
​​
—
Daniel T. Purefoy
​​
—
​​
—
​​
—
​​
—
​​
71,542(3)
​​
3,647,927
​​
—
​​
—
Joshua Schulman
​​
—
​​
—
​​
—
​​
—
​​
52,494(5)
​​
2,676,669
​​
—
​​
—
(1)
The share options with an exercise price of (i) $47.10 per share were granted on June 15, 2015 and (ii) $49.88 per share were granted on June 15, 2016 and are immediately exercisable as of the last day of Fiscal 2022. The share options with an exercise price of (i) $34.68 per share were granted on June 15, 2017 and (ii) $67.52 per share were granted on June 15, 2018 and will vest 25% each year over four years on each of the first four anniversaries of the date of grant.
(2)
The aggregate market or payout value of unvested or unearned shares is based on $50.99, which is the closing price of the Company’s ordinary shares on the NYSE on April 1, 2022 (the last business day of Fiscal 2022).
(3)
These RSUs vest 25% each year over four years on each of the first four anniversaries of the date of grant, except for the awards granted to the NEOs on June 15, 2020 and June 15, 2021, which vest in equal installments over three years on the anniversary of the date of grant, in each case, subject to the NEO’s continued employment with the Company through the vesting date, unless the executive officer dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.
(4)
Reflects PRSUs that were deemed earned but not yet vested as of the last day of Fiscal 2022.
(5)
Reflects RSUs that will vest on September 1, 2022, subject to Mr. Schulman's compliance with certain restrictive covenants in accordance with the Schulman Separation Agreement and consistent with his original employment agreement. All other RSUs were forfeited by Mr. Schulman as of the separation date.
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EXECUTIVE COMPENSATION
Option Exercises and Shares Vested During Fiscal 2022
 
​​
Option Awards
​​
Share Awards
Name
​​
Number of
Shares
Acquired
on Exercise
(#)
​​
Value
Realized on
Exercise
($)
​​
Number of
Shares
Acquired
on Vesting
(#)
​​
Value
Realized on
Vesting
($)
John D. Idol
​​
103,801(1)
​​
2,286,599
​​
212,357
​​
11,609,201
Thomas J. Edwards, Jr.
​​
—
​​
—
​​
70,626
​​
3,918,250
Jenna Hendricks
​​
2,762(2)
​​
113,018
​​
11,013
​​
603,283
Krista A. McDonough
​​
—
​​
—
​​
31,661
​​
1,731,395
Daniel T. Purefoy
​​
—
​​
—
​​
60,026
​​
3,041,161
Joshua Schulman
​​
—
​​
—
​​
—
​​
—
(1)
Reflects the exercise in February 2022 of options with a $47.10 exercise price granted in June 2015 that were scheduled to expire on June 15, 2022.
(2)
Reflects the exercise in July 2021 of options with a $12.12 exercise price granted in August 2011 that were scheduled to expire on August 11, 2021.
Fiscal 2022 Non-Qualified Deferred Compensation
Name
​​
Executive
Contributions ($)
in Last FY(1)
(2022)
​​
Registrant
Contributions ($)
in Last FY (2)
(2022)
​​
Aggregate
Earnings/(Losses)
($) in Last FY(3)
(2022)
​​
Aggregate
Withdrawals/
Distributions ($)
​​
Aggregate
Balance ($)
at Last FYE (2022)(4)
John D. Idol
​​
—
​​
—
​​
—
​​
—
​​
—
Thomas J. Edwards, Jr.
​​
—
​​
—
​​
—
​​
—
​​
—
Jenna Hendricks
​​
—
​​
—
​​
2,148
​​
—
​​
50,966
Krista A. McDonough
​​
45,417
​​
—
​​
(1,679)
​​
—
​​
130,706
Daniel T. Purefoy
​​
—
​​
—
​​
—
​​
—
​​
—
Joshua Schulman
​​
—
​​
—
​​
—
​​
—
​​
—
(1)
Amounts shown in this column represent elective salary and/or annual cash incentive deferrals made by NEOs into the Deferred Compensation Plan in Fiscal 2022. All contributions shown are also reported as “Salary” and/or “Non-Equity Incentive Plan Compensation,” as applicable, for Fiscal 2022 in the Summary Compensation Table.
(2)
In Fiscal 2022, the Company did not make any matching contributions to the accounts of employees who participated in the Deferred Compensation Plan.
(3)
Amounts shown in this column represent total investment earnings (losses) under the Deferred Compensation Plan. The Deferred Compensation Plan does not pay above-market or preferential earnings on compensation that is deferred, and the amounts shown in this column are not reported as compensation in the Summary Compensation Table.
(4)
The aggregate balance in this column includes contributions, net of withdrawals and distributions, and total investment earnings (losses) for each NEO under the Deferred Compensation Plan in Fiscal 2022. Amounts shown in this column include amounts that were reported as compensation in the Summary Compensation Table to the extent that such amounts were contributed by the executive or the Company but not to the extent that such amounts represent earnings (losses). See Note (3) above.
See “Compensation Discussion and Analysis—Fiscal 2022 Compensation—Other Compensation” for a description of the Deferred Compensation Plan.
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EXECUTIVE COMPENSATION
Potential Payments Upon Termination of Employment or Change in Control
The following summaries and tables (including the Potential Payments Upon Termination of Employment and Change in Control Table) describe and quantify the potential payments and benefits that would be payable to our named executive officers in connection with termination of employment and/or change in control. In determining amounts payable, we have assumed in all cases that the termination of employment and/or change in control occurred on April 2, 2022 (the last day of Fiscal 2022). The amounts that would actually be paid to our executive officers upon a termination of employment and/or change in control will depend on the circumstances and timing of such termination or change in control.
Regardless of the reason for a named executive officer’s termination of employment, he or she may be entitled to receive certain other amounts or accrued benefits, including unused vacation pay, any vested balance in his or her 401(k) plan and the ability to convert individual life insurance.
Severance Benefits
John D. Idol
Mr. Idol’s employment agreement continues until it is terminated in accordance with its terms. Mr. Idol agreed not to terminate his employment for any reason (other than “Good Reason” (as defined in his employment agreement)) without giving the Company at least six months’ notice.
Mr. Idol’s employment agreement will terminate upon Mr. Idol’s death or “Total Disability” (as defined in his employment agreement) or with Good Reason, subject to certain notice and cure rights. We may terminate Mr. Idol’s employment for Cause (as defined in his employment agreement) upon 10 days’ advance written notice, subject to Mr. Idol having certain rights to meet with the Board, and a majority of the Board must approve his dismissal.
If Mr. Idol’s employment is terminated by us without Cause or by him for Good Reason, he will be entitled to receive a pro rata portion of his annual cash incentive (as described under “—Employment Agreements with Our Named Executive Officers—John D. Idol”) that would have been payable in respect of the fiscal year, or part fiscal year, as of the date of termination plus severance equal to two times (1) the sum of his then-current base salary and (2) the annual cash incentive paid or payable to him with respect to the Company’s last full fiscal year, payable in a single lump sum within 30 days following termination as well as payment of any accrued benefits including earned but unpaid base salary, cash incentives and reimbursement of any reimbursable expenses incurred prior to the termination date. If Mr. Idol dies or has a Total Disability, in addition to the accrued benefits referenced above, Mr. Idol (or his estate, as applicable) is entitled to a pro rata portion of his cash incentive that would have been payable to Mr. Idol in respect of such fiscal year as of the date of death or Total Disability. He would also be entitled to a benefit under his whole life insurance policy (currently valued at approximately $5.0 million) and his term life insurance policy (currently valued at approximately $500,000) upon termination due to death. In the event Mr. Idol is terminated for Cause, he is not entitled to receive any compensation or benefits other than for accrued benefits (including base salary earned but not yet paid, vested equity, his annual cash incentive with respect to any performance period that has been completed prior to the termination date, and such other accrued obligations as defined in his employment agreement).
“Good Reason” is defined in Mr. Idol’s employment agreement as:
the assignment of duties or responsibilities that are inconsistent in any material respect with the scope of the duties or responsibilities of his title or position,
the Company’s failure to perform substantially any material term of his employment agreement and such failure, if curable, is not cured within 60 days after the Company receives notice of the breach,
Mr. Idol’s office is relocated more than 50 miles from his then-current office,
the employment agreement is not assumed by any successor-entity to the Company following a change in control (as defined in the Incentive Plan),
Mr. Idol’s duties or responsibilities are significantly reduced, except with respect to any corporate action initiated or recommended by Mr. Idol and approved by the Board, including any succession planning initiated and recommended by Executive,
Mr. Idol is involuntarily removed from the Board (other than in connection with a termination for Cause, voluntary termination without Good Reason, death or Total Disability), or
subject to the terms of the employment agreement, the Board is managing the day-to-day operations of the Company and, after receipt of written notice from Mr. Idol and sufficient time to cease such involvement, the Board continues to do so.
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EXECUTIVE COMPENSATION
“Cause” is defined in Mr. Idol’s employment agreement as Mr. Idol’s:
gross negligence, willful misconduct or dishonesty in performing his duties,
conviction of a felony (other than a felony involving a traffic violation),
commission of a felony involving fraud or other business crime against the Company or any of its subsidiaries, or
breach of the no-hire, confidentiality or non-compete covenants contained in his employment agreement if such breach, if curable, is not cured within 30 days after written notice of such breach.
Thomas J. Edwards, Jr.
Mr. Edwards’ employment agreement continues until it is terminated in accordance with its terms. Mr. Edwards agreed not to terminate his employment for any reason (other than “Good Reason” (as defined in his employment agreement)) without giving the Company at least two months’ notice.
If Mr. Edwards’ employment is terminated by us without “Cause” (as defined in his employment agreement) or by Mr. Edwards for “Good Reason” (as defined in his employment agreement), he will be entitled to receive severance pay equal to $800,000 (which equates to one year of his base salary prior to the voluntary reduction in salary applicable to Mr. Edwards due to COVID-19), payable in equal installments over such one-year period consistent with our payroll practice and continuation of medical, dental and insurance benefits, subject to offset for any compensation and benefits that he receives from other employment during the severance period and his execution of a release of claims.
“Good Reason” is defined in Mr. Edwards’ employment agreement as a significant reduction of his duties or responsibilities relating to the position of Chief Financial Officer, except with respect to any Company action initiated or recommended by him and approved by the Board, or a material breach by the Company of its obligations under his employment agreement, in each case, that it has failed to cure (as determined by the Company acting in good faith) within 30 days following notice.
“Cause” is defined in Mr. Edwards’ employment agreement as Mr. Edwards’:
material breach of his obligations under his employment agreement that is not cured within 30 days following notice of such breach,
insubordination or refusal to perform his duties under his employment agreement for at least five days following notice from the Company,
gross negligence, willful misconduct or dishonesty in performing his duties or with respect to the Company or any of its affiliates or licensees, or any of their respective businesses, assets or employees,
commission of a fraud or theft against the Company or any of its affiliates or licensees or his conviction for the commission of, or aiding or abetting, a felony or of a fraud or a crime involving moral turpitude or a business crime, or
possession or use of illegal drugs or prohibited substances, the excessive drinking of alcoholic beverages on a recurring basis which impairs his ability to perform his duties under his employment agreement, or the appearance during hours of employment on a recurring basis of being under the influence of such drugs, substances or alcohol.
Jenna Hendricks
Ms. Hendricks’ employment agreement continues until it is terminated in accordance with its terms. Ms. Hendricks agreed not to terminate her employment for any reason (other than “Good Reason” (as defined in her employment agreement)) without giving the Company at least 90 days’ notice.
If Ms. Hendricks’ employment is terminated by us without “Cause” (as defined in her employment agreement) or by Ms. Hendricks for “Good Reason” (as defined in her employment agreement), she will be entitled to receive severance pay equal to $500,000, payable in equal installments over such one year period consistent with our payroll practice and continuation of medical, dental and insurance benefits, subject to offset for any compensation and benefits that she receives from other employment during the severance period and her execution of a release of claims.
“Good Reason” is defined in Ms. Hendricks’ employment agreement as a significant reduction of her duties or responsibilities relating to the role of Chief People Officer, except with respect to any action initiated by Ms. Hendricks and approved by the Company, or a material breach by the Company of its obligations under her employment agreement that is not cured within 30 days following notice of such breach.
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EXECUTIVE COMPENSATION
“Cause” is defined in Ms. Hendricks’ employment agreement as Ms. Hendricks’:
material breach of her obligations under her employment agreement that is not cured within 30 days following notice of such breach,
insubordination or refusal to perform her duties under her employment agreement for at least five days following notice from the Company,
gross negligence, willful misconduct or dishonesty in performing her duties under the employment agreement or with respect to the Company or any of its affiliates or licensees, or any of their respective businesses, assets or employees,
commission of a fraud or theft against the Company or any of its affiliates or licensees or her conviction for the commission of, or aiding or abetting, a felony or of a fraud or a crime involving moral turpitude or a business crime, or
possession or use of illegal drugs or prohibited substances, the excessive drinking of alcoholic beverages on a recurring basis which impairs her ability to perform her duties under her employment agreement, or the appearance during hours of employment on a recurring basis of being under the influence of such drugs, substances or alcohol.
Krista A. McDonough
Ms. McDonough’s employment agreement continues until it is terminated in accordance with its terms. Ms. McDonough agreed not to terminate her employment for any reason (other than “Good Reason” (as defined in her employment agreement)) without giving the Company at least four weeks’ notice.
If Ms. McDonough’s employment is terminated by us without “Cause” (as defined in her employment agreement) or by Ms. McDonough for “Good Reason” (as defined in her employment agreement), she will be entitled to receive severance pay equal to $550,000, payable in equal installments over such one year period consistent with our payroll practice and continuation of medical, dental and insurance benefits, subject to offset for any compensation and benefits that she receives from other employment during the severance period and her execution of a release of claims.
“Good Reason” is defined in Ms. McDonough’s employment agreement as a material breach by the Company of its obligations under her employment agreement that is not cured within 30 days following notice of such breach.
“Cause” is defined in Ms. McDonough’s employment agreement as Ms. McDonough’s:
material breach of her obligations under her employment agreement that is not cured within 30 days following notice of such breach,
insubordination or refusal to perform her duties under her employment agreement for at least five days following notice from the Company,
misconduct with respect to the Company or any of its affiliates or licensees, or any of their respective businesses, assets or employees,
commission of a fraud or theft against the Company or any of its affiliates or licensees or her conviction for the commission of, or aiding or abetting, a felony or of a fraud or a crime involving moral turpitude or a business crime, or
possession or use of illegal drugs or prohibited substances, the excessive drinking of alcoholic beverages on a recurring basis which impairs her ability to perform her duties under her employment agreement, or the appearance during hours of employment on a recurring basis of being under the influence of such drugs, substances or alcohol.
Daniel T. Purefoy
Mr. Purefoy’s employment agreement continues until it is terminated in accordance with its terms. Mr. Purefoy agreed not to terminate his employment for any reason (other than “Good Reason” (as defined in his employment agreement)) without giving the Company at least two months’ notice.
If Mr. Purefoy’s employment is terminated by us without “Cause” (as defined in his employment agreement) or by Mr. Purefoy for “Good Reason” (as defined in his employment agreement), he will be entitled to receive severance pay equal to $400,000 (which equates to one year of his base salary prior to the voluntary reductions in salary applicable to Mr. Purefoy due to COVID-19), payable in equal installments over such one year period consistent with our payroll practice and continuation of medical, dental and insurance benefits, subject to offset for any compensation and benefits that he receives from other employment during the severance period and his execution of a release of claims.
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EXECUTIVE COMPENSATION
“Good Reason” is defined in Mr. Purefoy’s employment agreement as the significant reduction of his duties or responsibilities relating to his position, except with respect to any action initiated or recommended by Mr. Purefoy and approved by the Company, or a material breach by the Company of its obligations under his employment agreement that is not cured within 30 days following notice of such breach.
“Cause” is defined in Mr. Purefoy’s employment agreement as Mr. Purefoy’s:
material breach of his obligations under his employment agreement that is not cured within 30 days following notice of such breach,
insubordination or refusal to perform his duties under his employment agreement for at least five days following notice from the Company,
gross negligence, willful misconduct or dishonesty in performing his duties under his employment agreement with respect to the Company or any of its affiliates or licensees, or any of their respective businesses, assets or employees,
commission of a fraud or theft against the Company or any of its affiliates or licensees or his conviction for the commission of, or aiding or abetting, a felony or of a fraud or a crime involving moral turpitude or a business crime, or
possession or use of illegal drugs or prohibited substances, the excessive drinking of alcoholic beverages on a recurring basis which impairs his ability to perform his duties under his employment agreement, or the appearance during hours of employment on a recurring basis of being under the influence of such drugs, substances or alcohol.
Joshua Schulman
On March 7, 2022, Mr. Schulman was terminated without “Cause” as defined in his employment agreement. In connection with Mr. Schulman’s separation of employment with the Company, the Company and Mr. Schulman entered into the Schulman Separation Agreement which provided for the following payments and benefits and are the same severance benefits that were provided for under Mr. Schulman’s underlying employment agreement:
Continued payment of Mr. Schulman’s base salary (at a rate of $1,300,000) for a period of two (2) years,
Payment equivalent to two (2) years of his target annual cash incentive (using a base salary of $1,300,000 and a target of 200%),
Payment of $700,000 as a guaranteed bonus for Fiscal 2022 (the “FY 22 Guaranteed Bonus”) plus an additional payment, based on actual Fiscal 2022 performance, to the extent actual performance results in a bonus payment in excess of the FY 22 Guaranteed Bonus, and pro-rated for the portion of Fiscal 2022 that Mr. Schulman was actually employed by the Company (28 out of 53 weeks) (the “FY 22 Additional Pro Rata Bonus”), and
Continued vesting of Mr. Schulman’s unvested restricted share units that have a vesting date within 12 months of the separation date.
All payments under the Schulman Separation Agreement will be made less applicable tax withholdings and payroll deductions.
The Schulman Separation Agreement also contains a mutual release of claims, mutual non-disparagement provisions and requires that Mr. Schulman comply with confidentiality and non-solicitation restrictive covenants. The Company also agreed to reduce Mr. Schulman’s non-compete obligations to a six-month period expiring on September 2, 2022.
This below table summarizes amounts owed or paid to Mr. Schulman under the Schulman Separation Agreement, updated for the Company’s actual financial results in Fiscal 2022:
Compensation and Benefits due to Joshua Schulman under the Schulman Separation Agreement
​​
Salary Continuation Severance Payments(1)(2)
​​
$2,600,000
Health and Other Benefits Continuation
​​
$—
Annual Cash Incentive Continuation Severance Payments(1)(2)
​​
$5,200,000
FY 22 Guaranteed Bonus(3)
​​
$700,000
FY 22 Additional Pro Rata Bonus(3)
​​
$567,925
Intrinsic Value of Unvested LTI Awards that Continued Vesting upon Termination(4)
​​
Stock Options
​​
$—
RSUs(5)
​​
$2,676,669
Total
​​
$11,744,594
(1)
Payments will be made over two years.
CAPRI HOLDINGS
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EXECUTIVE COMPENSATION
(2)
Pro rata portion of salary continuation severance payments and annual cash incentive continuation severance payments from the separation date through the last day of Fiscal 2022 are shown in the Summary Compensation Table as “All Other Compensation.”
(3)
The FY 22 Guaranteed Bonus is reported in the Summary Compensation Table as “Bonus,” and the FY 22 Additional Pro Rata Bonus is reported in in the Summary Compensation Table as “All Other Compensation.”
(4)
The intrinsic value of RSUs is the number of shares expected to vest multiplied by $50.99, which is the closing price of the Company’s ordinary shares on the NYSE on April 1, 2022 (the last business day of Fiscal 2022).
(5)
Reflects RSUs that will vest on September 1, 2022, subject to Mr. Schulman’s compliance with certain restrictive covenants in accordance with the Schulman Separation Agreement. The number of RSUs that will vest represent 20% of Mr. Schulman’s “Share Awards,” as reported in the Summary Compensation Table. All other RSUs were forfeited by Mr. Schulman as of the separation date.
Change in Control Benefits
If a change in control were to have occurred on April 2, 2022, and none of our named executive officers were terminated, there would have been no payments due to our named executive officers under our Incentive Plan or their respective employment agreements. We do not provide our named executive officers with any single-trigger change in control payments or benefits unless, in the event of a change in control, the successor corporation does not assume (or substitute on a substantially equivalent basis) the awards issued under the Incentive Plan or assume the obligations under the applicable employment agreement. If awards are assumed or substituted, the Incentive Plan provides for double-trigger vesting if the employee is terminated in certain limited circumstances within 24 months following a change in control.
In the event of a change in control of the Company, with respect to each outstanding award, such outstanding award will, except as otherwise set forth in the Incentive Plan, continue in effect, or be assumed or an equivalent award substituted by a successor company, and unless otherwise provided in an award agreement prior to June 25, 2020, the portion of any such award subject to performance-based vesting (including, without limitation, any PRSUs) will have any performance goals or other performance-based conditions deemed to be achieved at the target level of performance and any performance period deemed to have expired, but will continue to be subject to time-based vesting in accordance with the same time-based vesting schedule that applied to the award immediately prior to the change in control without any performance-based condition. In addition, each NEO’s share options and other share-based awards granted pursuant to the Incentive Plan will become 100% vested in connection with any termination by us without “cause” or by the executive for “good reason” (each as defined in the Incentive Plan) that occurs within 24 months following a change in control.
A “change in control” is generally defined in the Incentive Plan and/or the executive’s employment agreement as:
during any 24-month period, the individuals serving on the Board cease to comprise a majority of the Board,
the acquisition by a third party of securities representing 30% or more of the voting power of the Company,
the consummation of a merger, consolidation or similar corporate transaction that requires approval of the Company’s shareholders, unless: (i) more than 50% of the voting power is retained by the holders of the voting securities immediately prior to the transaction, (ii) no person acquires securities of the Company representing more than 30% of the total voting power of the Company, and (iii) at least a majority of the directors on the Board were the same as those serving immediately prior to the transaction, or
the shareholders of the Company approve a complete liquidation of the Company or sale of substantially all of the assets of the Company.
No named executive officer has any right to receive a “gross up” for any excise tax imposed by Section 4999 of the Code, or any other U.S. federal, state or local income tax.
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EXECUTIVE COMPENSATION
Treatment of Long-Term Equity Incentives Upon Termination or Change in Control
In general, unless stated otherwise in an employment agreement, the share options and other share-based awards granted to our named executive officers under the Incentive Plan would have been treated as follows in the event of termination or change in control in Fiscal 2022:
Reason for Termination
​​
Impact on Equity Awards
Voluntary by Executive (No Grounds for Company to Terminate for Cause)
​​
Unvested share options, RSUs and PRSUs are forfeited
Vested share options are exercisable for 30 days following termination
By Company without Cause
​​
Unvested share options, RSUs and PRSUs are forfeited
Vested share options are exercisable for 90 days following termination
By Company for Cause
​​
Vested but unexercised share options and unvested share options are forfeited and unvested RSUs and PRSUs are forfeited
Death or Disability
​​
All unvested share options and RSUs will vest in full and unvested PRSUs will vest at target
Vested share options are exercisable by executive or beneficiary (as applicable) for one year following death or disability (or, if earlier, the expiration date set forth in the applicable award agreement)
Retirement (at least age 60 plus at least 10 years of service)
​​
Unvested share options and RSUs will continue to vest on the applicable vesting schedule
Unvested PRSUs will vest at the end of the performance period based on actual performance on a pro rata basis based on the number of completed months worked during the performance period
Vested share options are exercisable for four years following retirement (or, if earlier, the expiration date set forth in the applicable award agreement)
Termination on (or within 24 months of) Change in Control by Company without Cause or by Executive with Good Reason
​​
Vesting of unvested share options will be accelerated and remain fully exercisable for a two-year period (or, if earlier, the expiration date set forth in the applicable award agreement)
Unvested RSUs will fully vest and all restrictions, limitations and conditions will lapse
Change in Control without Termination
​​
There is no single-trigger accelerated vesting of any awards issued to date, unless the successor corporation does not assume (or substitute on a substantially equivalent basis) the awards
Unvested PRSUs will vest at target and any performance conditions and performance periods will lapse, but the awards will continue to be subject to time-based vesting in accordance with the same time-based vesting schedule that applied to the award immediately prior to the change in control, unless otherwise provided in an award agreement prior to June 25, 2020
Potential Payments Upon Termination of Employment and Change in Control Table
The Potential Payments Upon Termination of Employment and Change in Control Tables below set forth the estimated payments and benefits that would be due to each of the named executive officers in the event of a termination of employment or change in control of the Company as of April 2, 2022 (the last day of Fiscal 2022). Because termination is assumed to have occurred on the last day of Fiscal 2022, the amounts presented in the tables below assume all accrued obligations (including base salary earned but not yet paid, vested equity, any annual cash incentive with respect to any performance period that has been completed prior to the termination date, and any other accrued obligations as defined in an executive’s employment agreement) have been paid as of the termination of employment or change of control date. These estimates are merely illustrative of the impact of hypothetical events, based on the terms of arrangements then in effect. The amounts to be payable upon an actual termination of employment can only be determined at the time of such event, based on the facts and circumstances then prevailing.
Regardless of the reason for a named executive officer’s termination of employment, he or she may be entitled to receive certain other amounts or accrued benefits, including unused vacation pay and any vested balance in his or her 401(k) plan or deferred compensation plan.
Mr. Schulman has been omitted from these tables because he was not employed by us as of the last day of Fiscal 2022. Please see the discussion above under “—Severance Benefits—Joshua Schulman” for the actual amounts paid or payable to him pursuant to the Schulman Separation Agreement.
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EXECUTIVE COMPENSATION
John Idol
​​
Voluntary
Termination
​​
Retirement
​​
Disability
​​
Death
​​
Cause
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason on
or within
24 months of
Change in
Control
Cash Severance(1)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$6,750,000
​​
$6,750,000
Annual Incentive
Compensation(2)
​​
—
​​
—
​​
$4,860,000
​​
$4,860,000
​​
—
​​
$4,860,000
​​
$4,860,000
Benefits(3)
​​
—
​​
—
​​
—
​​
$5,500,000
​​
—
​​
—
​​
—
Vesting of Annual Long-Term Incentives(4)
​​
$30,852,366
​​
$30,852,366
​​
$30,852,366
​​
$30,852,366
​​
—
​​
$30,852,366
​​
$30,852,366
Total
​​
$30,852,366
​​
$30,852,366
​​
$35,712,366
​​
$41,212,366
​​
$​0
​​
$42,462,366
​​
$42,462,366
Thomas J. Edwards, Jr.
​​
Voluntary
Termination
​​
Retirement
​​
Disability
​​
Death
​​
Cause
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason on
or within
24 months of
Change in
Control
Cash Severance(5)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$800,000
​​
$800,000
Annual Incentive
Compensation
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Benefits(6)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$11,838
​​
$11,838
Vesting of Annual Long-Term Incentives(7)
​​
—
​​
—
​​
$8,073,247
​​
$8,073,247
​​
—
​​
—
​​
$8,073,247
Total
​​
$0
​​
$0
​​
$8,073,247
​​
$8,073,247
​​
$0
​​
$811,838
​​
$8,885,085
Jenna Hendricks
​​
Voluntary
Termination
​​
Retirement
​​
Disability
​​
Death
​​
Cause
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason on
or within
24 months of
Change in
Control
Cash Severance(5)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$500,000
​​
$500,000
Annual Incentive
Compensation
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Benefits(6)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$557
​​
$557
Vesting of Annual Long-Term Incentives(7)
​​
—
​​
—
​​
$2,314,334
​​
$2,314,334
​​
—
​​
—
​​
$2,314,334
Total
​​
$0
​​
$0
​​
$2,314,334
​​
$2,314,334
​​
$0
​​
$500,557
​​
$2,814,891
68
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EXECUTIVE COMPENSATION
Krista A. McDonough
​​
Voluntary
Termination
​​
Retirement
​​
Disability
​​
Death
​​
Cause
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason
​​
By the
Company
Without
Cause or by
Executive with
Good Reason
on or within
24 months of
Change in
Control
Cash Severance(5)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$550,000
​​
$550,000
Annual Incentive
Compensation
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Benefits(6)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$17,971
​​
$17,971
Vesting of Annual Long-Term Incentives(7)
​​
—
​​
—
​​
$4,918,495
​​
$4,918,495
​​
—
​​
—
​​
$4,918,495
Total
​​
$0
​​
$0
​​
$4,918,495
​​
$4,918,495
​​
$0
​​
$567,971
​​
$5,486,466
Daniel T. Purefoy
​​
Voluntary
Termination
​​
Retirement
​​
Disability
​​
Death
​​
Cause
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason
​​
By the
Company
Without
Cause or by
Executive with
Good Reason
on or within
24 months of
Change in
Control
Cash Severance(5)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$400,000
​​
$400,000
Annual Incentive
Compensation
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Benefits(6)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$19,862
​​
$19,862
Vesting of Annual Long-Term Incentives(7)
​​
—
​​
—
​​
$3,647,927
​​
$3,647,927
​​
—
​​
—
​​
$3,647,927
Total
​​
$0
​​
$0
​​
$3,647,927
​​
$3,647,927
​​
$0
​​
$419,862
​​
$4,067,789
(1)
Reflects severance pay equal to two times the sum of: (i) $1.35 million (which equals base salary Mr. Idol is contractually entitled to without giving effect to any voluntary reduction in base pay) and (ii) the annual cash incentive paid to him with respect to the Company’s last full fiscal year ended prior to the termination date (Fiscal 2021), payable in a single lump sum within 30 days following the date of termination. Because termination is assumed to have occurred on the last day of Fiscal 2022, the amounts presented in this row assume all accrued obligations under Mr. Idol’s employment agreement have been paid.
(2)
Represents payment of the annual cash incentive for Fiscal 2022 which executive is entitled to pursuant to his employment agreement in the event of death or total disability or upon a termination by the Company without “cause” or by Mr. Idol for “good reason.” Because termination is assumed to have occurred on the last day of Fiscal 2022, the amounts presented in this row assume all accrued obligations with respect to any cash incentive payment for a completed fiscal period which may be due and owing to Mr. Idol under other termination scenarios under his employment agreement have been paid.
(3)
Mr. Idol is entitled to a death benefit of $5.0 million and $500,000 under his whole life insurance policy and term life insurance policy, respectively.
(4)
Excludes awards that are already vested as of April 2, 2022 and out of the money unvested options. Mr. Idol is retirement eligible under the Incentive Plan and the amount in this row represents the value associated with the acceleration or continuation (as the case may be) of the vesting of equity awards pursuant to the terms of the Incentive Plan, using $50.99 per share, which is the closing price of the Company’s ordinary shares on the NYSE on April 1, 2022 (the last business day of Fiscal 2022).
(5)
Reflects severance pay equal to one year of executive’s Fiscal 2022 base salary (without giving effect to any reduction) payable in equal installments over a one-year period consistent with our payroll practices pursuant to the terms of executive’s employment agreement.
(6)
Represents the cost of continuation of medical, dental, and basic life and accidental death and dismemberment insurance benefits for executive for one year to the extent the NEO is entitled to benefits continuation pursuant to the terms of executive’s employment agreement.
(7)
Excludes awards that are already vested as of April 2, 2022 and out of the money unvested options. Represents the value of accelerated vesting for awards that will become fully vested and exercisable upon death or disability or a termination by the Company without “cause” or by the NEO for “good reason” within 24 months following a change in control, pursuant to the terms of the Incentive Plan, using $50.99 per share, which is the closing price of the Company’s ordinary shares on the NYSE on April 1, 2022 (the last business day of Fiscal 2022).
CAPRI HOLDINGS
​​
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CEO Pay Ratio
We are a global fashion luxury group operating in three principal geographic markets: the Americas (including North America, Latin America and the Caribbean), Europe and Asia. Presented below is the ratio of the annual total compensation paid to John D. Idol, our Chief Executive Officer, in Fiscal 2022 to the annual total compensation of our median employee, excluding Mr. Idol’s compensation. This ratio is a reasonable estimate calculated in compliance with Item 402(u) of Regulation S-K of the Securities Act.
Methodology
The methodology and the material assumptions, adjustments and estimates that we used to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” were as follows:
We selected February 1, 2022 as the date on which to determine our median employee.
As of the determination date, we employed approximately 13,575 employees, consisting of approximately 10,240 full-time employees and approximately 3,335 part-time employees. Out of the total employee population as of the determination date, approximately 10,124 were engaged in retail selling or administrative positions.
We relied on the de minimis exemption provided for under the pay ratio disclosure rules which permit us to exclude non-U.S. employees constituting less than 5% of the total employee population from the median employee calculation.
We excluded 678 employees (representing 4.99% of our total employee population, excluding the CEO, as of February 1, 2022) from 14 countries as follows: 349 employees in Spain, 119 employees in Taiwan, China, 21 employees in Czechia, 48 employees in Poland, 34 employees in Hungary, 9 employees in Romania, 42 employees in Malaysia, 10 employees in Latvia, 16 employees in Panama, 9 employees in Chile, 7 employees in Aruba, 5 employees in Colombia, 5 employees in Barbados and 4 employees in St. Maarten.
We analyzed the actual total earnings compiled from our payroll records for the one-year period ending December 31, 2021 to determine the median employee. Actual earnings included base pay, overtime compensation, bonuses and other incentive pay (including commissions, fringe benefits and 401(k) match).
We annualized the compensation of the employees who were hired during the applicable period, but who did not work for us during the entire 12 months.
We did not make any cost-of-living adjustments to adjust for employees living outside of New York City.
For employees in foreign jurisdictions, we converted amounts paid in local currencies to U.S. dollars using the exchange rate as of February 1, 2022.
Calculation
We determined that our median employee was a part-time, hourly retail sales assistant located in the United States.
The estimated annual total compensation for our median employee was $27,198.
Fiscal 2022 annual total compensation for our Chief Executive Officer as set forth in the Summary Compensation Table was $14,737,831.
The estimated ratio of our Chief Executive Officer’s annual total compensation to our median employee’s total compensation for Fiscal 2022 was 542 to 1.
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Director Compensation
Director Compensation Generally
Non-employee directors receive annual cash compensation comprised primarily of an annual cash retainer (including additional cash retainers for the lead director and committee chairs) and additional cash compensation for committee service. Due to the impact of COVID-19, during Fiscal 2022, directors earned 90% of their pre-COVID-19 annual cash compensation through January 31, 2022. Thereafter, from February 1, 2022 through the conclusion of Fiscal 2022, director cash compensation was increased above pre-COVID-19 levels based on an analysis of director compensation for our peers prepared by our compensation consultant, WTW.
 
​​
Pre-COVID-19
​​
Fiscal 2022
(through January 31,
2022)
​​
Fiscal 2022
(with effect from
February 1, 2022)
Annual Cash Retainer
​​
$90,000
​​
$81,000
​​
$100,000
Additional Cash Retainers
​​
 
​​
 
​​
 
Lead Director
​​
$40,000
​​
$36,000
​​
$50,000
Audit Committee Chair
​​
$30,000
​​
$27,000
​​
$35,000
Compensation and Talent Committee Chair
​​
$25,000
​​
$22,500
​​
$30,000
Governance, Nominating and CSR Committee Chair
​​
$25,000
​​
$22,500
​​
$30,000
Committee Cash Service Payment
​​
$12,500 per committee
​​
$11,250 per committee
​​
$12,500 per committee
Travel Fee
​​
$3,000 per intercontinental
trip to Board meeting
​​
$3,000 per intercontinental
trip to Board meeting(1)
​​
$3,000 per intercontinental
trip to Board meeting(1)
(1)
There was no international travel for the Board during Fiscal 2022 due to COVID-19.
Directors who are employees receive no additional compensation for their services as directors. A portion of John D. Idol’s annual base salary, equal to one-fourth of the amount of the annual retainer paid to the Company’s independent directors, is payable to him by the Company on a quarterly basis at the same time such retainer is paid to the independent directors of the Company. This is not additional compensation for Mr. Idol and is merely an allocation of salary from the U.S. entity that employs him to the Company for his services as a director of the Company.
In addition to the annual cash fees set forth in the table above, each non-employee director is entitled to receive an annual grant of RSUs under our Incentive Plan with a fair value at the time of grant equal to approximately $150,000, which generally cliff vests on the earlier of the one year anniversary of the date of grant or the Company’s annual shareholder meeting that occurs in the calendar year following the date of grant. Non-employee directors may defer settlement of the RSUs beyond the vesting date in accordance with Section 409A of the Code. Our annual equity grants to non-employee directors are made on the date of the annual meeting of shareholders. Generally, any non-employee director appointed to our Board subsequent to the date of the annual meeting of shareholders is granted, on the date of such appointment, a pro rata portion of the annual equity grant based on the time between the director’s date of appointment and the next annual meeting of shareholders.
Our directors are permitted to use the Company aircraft to travel to and from Board and committee meetings, and we reimburse our non-employee directors for reasonable travel and other related expenses in connection with such meetings. Non-employee directors (like all of our eligible full-time employees) are also provided with a merchandise discount on our products.
CAPRI HOLDINGS
​​
71

TABLE OF CONTENTS

DIRECTOR COMPENSATION
Director Compensation Table
The following table sets forth the amount of compensation earned by each of our non-employee directors for service on our Board during Fiscal 2022:
Name
​​
Fees
Earned or
Paid in
Cash ($)
​​
Share Awards
($)(1)(2)
​​
All Other
Compensation
​​
Total
($)
M. William Benedetto
​​
51,667
​​
—
​​
66,672(3)
​​
118,339
Marilyn Crouther
​​
97,500
​​
150,000
​​
—
​​
247,500
Robin Freestone
​​
175,833
​​
150,000
​​
—
​​
325,833
Judy Gibbons
​​
142,500
​​
150,000
​​
—
​​
292,500
Ann Korologos
​​
116,667
​​
150,000
​​
—
​​
266,667
Stephen F. Reitman
​​
116,667
​​
150,000
​​
—
​​
266,667
Jane Thompson
​​
116,667
​​
150,000
​​
—
​​
266,667
Jean Tomlin
​​
142,500
​​
150,000
​​
—
​​
292,500
(1)
The amounts reported in this column reflect the aggregate grant date fair value computed in accordance with Accounting Standards Codification topic 718, “Stock Compensation,” as issued by the Financial Accounting Standards Board (disregarding any forfeiture assumptions). These values have been determined based on the fair market value on the date of grant for each award. The weighted average assumptions for share-based awards are set forth in Note 16 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2022.
(2)
These RSUs generally vest on the earlier of the one year anniversary of the date of grant or the Company’s annual shareholder meeting that occurs in the calendar year following the date of grant, but settlement may be deferred in accordance with Section 409A of the Code.
(3)
Mr. Benedetto did not stand for re-election at our 2021 Annual Meeting and ceased to be a Director of the Company on July 28, 2021. At that same time, Mr. Benedetto was engaged to provide consulting on an as-needed basis for a one-year period in order to assist with transitioning the role of independent Lead Director, on-boarding new Board candidates (i.e., Ms. Crouther), and otherwise serving as an advisor to the Chairman.
Director Share Ownership Guidelines
We have share ownership guidelines for our non-employee directors, which provide that each non-employee director must attain ownership of an amount of shares equal to at least five times the annual cash retainer for directors within five years from the date such non-employee director is appointed to the Board.
Independent Director Share Ownership at Fiscal Year End
As of the end of Fiscal 2022, each non-employee director held ordinary shares and/or unvested RSUs in accordance with our share ownership guidelines as follows:
Name
​​
Ordinary Shares
​​
Meets Guidelines
Marilyn Crouther(1)
​​
3,035
​​
✘
Robin Freestone
​​
16,101
​​
✔
Judy Gibbons
​​
31,005
​​
✔
Ann Korologos
​​
34,320
​​
✔
Stephen F. Reitman
​​
13,647
​​
✔
Jane Thompson
​​
21,132
​​
✔
Jean Tomlin
​​
22,128
​​
✔
(1)
Ms. Crouther has until June 1, 2026 to meet the guideline.
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PROPOSAL NO. 4
Approval of Capri Holdings Limited
Third Amended and Restated Omnibus Incentive Plan
Our Board of Directors is submitting the Capri Holdings Limited Third Amended and Restated Omnibus Incentive Plan (the “Amended Incentive Plan”) for shareholder approval at the annual meeting. The Amended Incentive Plan is an amendment and restatement of the Capri Holdings Limited Second Amended and Restated Incentive Plan (the “Existing Incentive Plan”), which was first adopted by our Board of Directors on June 25, 2020, and approved by our shareholders on September 23, 2020.
The Board is seeking shareholder approval of the Amended Incentive Plan because the Board believes the Amended Incentive Plan is the best way to continue to motivate employees and non-employee directors to further the growth, development and financial success of Capri, and continue to enable us to attract, motivate and retain the services of employees and non-employee directors who are essential to our long-term success by offering them an opportunity to own, and benefit from the ownership of, Capri ordinary shares.
The Board of Directors believes that the Amended Incentive Plan is a critical part of our pay-for-performance incentive compensation program. On an annual basis, we grant long-term share-based awards to more than 450 of our employees around the world, including our executive officers, any employee with a title of director-level or above, including key retail field personnel, and non-employee directors. Long-term equity incentive compensation aligns the interests of our key employees with our shareholders, and gives us a competitive edge to attract and retain top talent in the luxury retail industry. Accordingly, our Board believes that it is in the best interests of our Company and our shareholders to approve the Amended Incentive Plan.
In Fiscal 2022, more than 83% percent of equity awards granted under the Existing Incentive Plan were granted to employees other than our NEOs and long-term equity incentive awards covering approximately 1.73 million ordinary shares (excluding forfeitures) were issued from our Existing Incentive Plan. We anticipate issuing long-term equity incentive awards covering approximately 1.47 million ordinary shares from our Existing Incentive Plan in June 2022 in accordance with our historical grant cycle. This will leave us with approximately 2.6 million ordinary shares available for grant which may be insufficient to satisfy our long-term equity incentive compensation needs through our next annual grant cycle in June 2023 under the Existing Incentive Plan particularly if COVID-19, supply chain challenges, inflation and other macroeconomic factors continue to put downward pressure on our share price which would require us to issue more shares even though we expect to retain normal share grant levels for our typical pool of eligible employees. We do not anticipate any material changes to the types of awards, the fair market value of the awards or the number of award recipients under the Existing Incentive Plan.
We believe that the Existing Incentive Plan should be amended to reserve an additional 3,625,000 ordinary shares for awards (the “Share Increase”). If our shareholders do not approve the Amended Incentive Plan, the Share Increase will not be effective and we may have insufficient shares available for future equity award grants, which we believe will adversely affect our ability to attract, retain and reward the many employees and non-employee directors who are critical to our long-term success and to engage key new talent to drive the future growth of our business. If the Amended Incentive Plan is approved by our shareholders at the 2022 annual shareholders meeting, it will supersede and replace the Existing Incentive Plan. Shareholder approval of the Amended Incentive Plan will not affect existing awards under the Existing Incentive Plan or any former share incentive plan with outstanding awards, which continue in effect in accordance with their terms.
CAPRI HOLDINGS
​​
73

TABLE OF CONTENTS

PROPOSAL NO. 4
Changes to Existing Incentive Plan
The Amended Incentive Plan is based on the terms of the Existing Incentive Plan as currently in effect, with the following key changes:
Available Share Reserve. A total of 15,246,000 shares were originally authorized for awards under the Existing Incentive Plan (as adopted in 2011). As of April 2, 2022, there were 4,062,239 ordinary shares available for future grants of equity awards under the Existing Incentive Plan less one share for every share granted after this date, plus shares that expire, terminate, are cancelled, forfeited or settled in cash and are again available for issuance under the Existing Incentive Plan, for a total of 4,075,874 shares currently available for future issuance under the Existing Incentive Plan as of the Record Date. As discussed in more detail below, pursuant to the Share Increase, 3,625,000 additional ordinary shares will be available for issuance under the Amended Incentive Plan, for a total of 7,687,239 ordinary shares available for issuance less one share for every share granted after April 2, 2022, plus shares under the Existing Incentive Plan or any prior plan that subsequently expire, terminate, are cancelled, forfeited or settled in cash and are again available for issuance under the Amended Incentive Plan, for a total of 7,700,874 shares as of the Record Date. As further discussed below, the available share reserve may be adjusted as provided in the Amended Incentive Plan in the event of certain corporate adjustment events.
The Amended Incentive Plan was approved by our Board of Directors on May 24, 2022, subject to and effective upon shareholder approval with respect to the Share Increase. The expiration of the Amended Incentive Plan will be extended to May 24, 2032 (the tenth anniversary of the effective date). The Amended Incentive Plan and awards granted under the Amended Incentive Plan will be void if shareholder approval is not obtained and the Existing Plan will remain in effect.
Overview of Burn Rate and Overhang
Upon approval of the Amended Incentive Plan, 7,687,239 ordinary shares will be available for issuance to eligible employees or consultants of the Company and its affiliates (as described below) or to the Company’s non-employee directors less one share for every share granted after April 2, 2022, plus shares that expire, terminate, are cancelled, forfeited or settled in cash and are again available for issuance under the Amended Incentive Plan, for a total of 7,770,874 shares as of the Record Date. In its determination to approve the Share Increase, the Board reviewed an analysis prepared by management and reviewed by WTW, the Compensation and Talent Committee’s independent compensation consultant, which included an analysis of certain burn rates, dilution and overhang metrics, select competitor market practices and trends, and the costs of the Amended Incentive Plan. Specifically, the Board considered that our three-year average historical burn rate under the Existing Incentive Plan is 1.46% of ordinary shares outstanding. The burn rates for the three most recently completed fiscal years are shown below:
Fiscal Year
​​
Options
Granted(1)
​​
Time-Based
Full Value
Awards
Granted(1)
​​
Target
Performance-
Based Awards
Granted(1)
​​
Target
Performance-
Based Awards
Earned
​​
Total
Awards(2)
​​
Basic Weighted
Average Shares
Outstanding(1)
​​
Burn Rate
2022
​​
0
​​
1,729,215
​​
​26,109
​​
​347,561
​​
​2,076,776
​​
149,724,675
​​
​1.39%
2021
​​
0
​​
2,349,594
​​
55,979
​​
102,078
​​
2,451,672
​​
150,453,568
​​
1.63%
2020
​​
0
​​
1,987,450
​​
169,817
​​
​53,025
​​
​2,040,475
​​
​150,714,598
​​
1.35%
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
Three-Year
Average
​​
1.46%
(1)
As reported in the Company's Annual Report on Form 10-K at the end of each applicable fiscal year.
(2)
Total awards includes options granted, time-based full-value awards granted, and performance-awards earned.
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​​
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TABLE OF CONTENTS

PROPOSAL NO. 4
To provide a complete picture of the overall share pool, the below table shows equity plan data as of the end of Fiscal 2022 and the Record Date:
 
​​
April 2, 2022
​​
June 6, 2022
Unexercised options outstanding
​​
355,448
​​
​355,448
Weighted average exercise price
​​
$57.54
​​
$​57.54
Weighted average remaining term
​​
2.0 years
​​
​1.82 years
Unvested RSUs outstanding(1)
​​
4,037,892
​​
4,020,562
Total shares remaining for future grants(2)
​​
4,062,239
​​
​4,075,874
(1)
Includes 210,192 performance-based awards (assuming target performance level) as of April 2, 2022 and 210,192 as of June 6, 2022 (the Record Date).
(2)
Assumes target performance level for performance-based awards granted.
If the Amended Incentive Plan is approved, the issuance of the additional ordinary shares to be reserved under the Amended Incentive Plan would dilute the holdings of shareholders by 2.3% of our ordinary shares outstanding as of the Record Date, bringing our overhang to approximately 7.9% (including the new shares that will be reserved for issuance under the Amended Incentive Plan). Accordingly, the Board believes that the Share Increase will not be excessively dilutive to shareholders.
 
​​
Share Ownership Guidelines
We believe that it is important for key members of our senior management teamexecutive officers to have a meaningful ownership stake in our Company in order to further align their financial interests with those of our shareholders, and to encourageencouraging the creation of sustainable long-term growth for our Company. Our Compensationgrowth. Guidelines are expressed as a multiple of salary, and Talent Committee adopted share ownership guidelines applicable to our namednewly appointed executive officers and certain other employees. The share ownership guidelines applicable to our named executive officers are as follows:
Position
Minimum Ownership Guidelines
(Dollar Value of Shares)
Meets Guidelines
Chief Executive Officer5x Base Salaryü
Chief Creative Officer5x Base Salaryü
Executive Vice President, Chief Financial Officer, Chief Operating Officer & Treasurer3x Base Salaryü
Senior Vice President, Corporate Strategy & Chief Operations Officer2x Base Salary
û(1)
Senior Vice President, Chief Human Resources Officer2x Base Salary
û(2)
_______________________
(1) Has until May 12, 2019 to meet guidelines.
(2) Has until September 15, 2019 to meet guidelines.
Shares that are actually owned by the named executive officers, including those shares in deferred savings plans, count towards satisfying the minimum ownership guidelines. Unvested equity held by a named executive officer does not count towards attaining the minimum share ownership thresholds. Named executive officers have until the later of June 2, 2017 or five years from their date of hire to accumulate the required level. Compliance is determined annually based on share ownership level.as of the first day of the fiscal year, using the average share price for the preceding fiscal year. All NEOs employed as of the last day of the fiscal year were in compliance with their respective guideline as of the measurement date.
Share Ownership Guidelines and Compliance
Position
​​
Ownership Guideline
(Dollar value of shares as
a multiple of salary)(1)
​​
Compliance
Chief Executive Officer
​​
5.00
​​
✔
Executive Vice President, Chief Financial Officer and Chief Operating Officer
​​
3.00
​​
✔
Senior Vice President, Chief People Officer
​​
2.00
​​
✔
Senior Vice President, General Counsel and Chief Sustainability Officer
​​
2.00
​​
✔
Senior Vice President, Global Operations and Head of Diversity and Inclusion
​​
2.00
​​
✔
(1)
Includes vested and unvested time-based RSUs, exercisable options whose strike price is greater than the Company’s share price as of the measurement date and other shares owned in private investment or savings plan accounts for purposes of determining compliance with the guidelines.
If an executive is not in compliance with the share ownership guidelines, they are expected to hold 50% of their after-tax shares as they vest until compliance is attained. For a description of the share ownership guidelines applicable to our non-employee directors, see “Director Compensation—Director Share Ownership Guidelines.”

Additional Information

Severance Protection and Change in Control
In order to attract and retain the services of our incumbent NEOs and assure their continued service, the Company entered into employment agreements with each of them that specify the terms of employment, including certain compensation levels and certain severance benefits. Cash severance is limited to one-times base salary (without giving effect to any COVID-19 salary reductions) for the NEOs other than the CEO and former CEO of Michael Kors where severance is equal to two-times base salary (using pre-COVID-19 base salary in the case of Mr. Idol) plus two-times the annual cash incentive paid or payable in respect of the most recently completed fiscal year. Depending on the nature and timing of an executive departure, they may also be entitled to a pro-rata cash incentive. Additional terms related to a change in control are captured in our Incentive Plan provisions, including the accelerated vesting of long-term equity incentive awards upon certain terminations of employment occurring within 24 months following a change in control. No named executive officer has any right to receive a tax gross up for any “golden parachute” excise tax. We believe the severance benefits provided, which are the result of negotiations between the parties, are commercially reasonable and typical of the rights afforded to similarly situated executives in other companies of similar size operating in the retail accessories and/or apparel industry.
For a detailed description of the severance protections contained in each NEO’s employment agreement, and the estimated amounts payable to each NEO in the event of termination or a change in control, including details regarding the effect of termination and change in control on outstanding equity awards, see “Executive Compensation—Potential Payments Upon Termination of Employment or Change in Control—Treatment of Long-Term Equity Incentives Upon Termination or Change in Control.”
CAPRI HOLDINGS
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41 | MICHAEL KORSCompensation Discussion and Analysis
2016 Proxy Statement


Tax and Accounting Considerations

Looking Ahead to Fiscal 2017
Fiscal 2017 Equity Awards
As discussed above, annual equity grants toIn designing our named executive officerscompensation and other eligible employees generally occur in the fiscal year immediately following the performance period. Consistent with this practice, and to reward individual executives for their achievements in Fiscal 2016 and to provide additional incentive for sustained long-term growth,benefits programs, the Compensation and Talent Committee approvedreviews and considers the tax treatment of amounts awarded or paid to our executives to ensure that such amounts qualify as tax deductible to the Company for federal income tax purposes whenever possible, to the extent consistent with our overall compensation goals. As a result of amendments to Section 162(m) of the Code as part of the Tax Cuts and Jobs Acts of 2017, we are generally no longer able to take a deduction for any compensation paid to our current or former NEOs in excess of $1.0 million.
Other provisions of the Code can also affect compensation decisions. Section 409A of the Code, which governs the form and timing of payment of deferred compensation, imposes a 20% additional tax and an equity grant to eachinterest penalty on the recipient of our named executive officersdeferred compensation that does not comply with Section 409A. The Compensation and Talent Committee takes into account the potential implications of Section 409A in fiscal 2017. In determining the valueform and timing of compensation awarded to our executives and intends to structure any non-qualified deferred compensation plans or arrangements (including the Deferred Compensation Plan) to be exempt from or to comply with the requirements of Section 409A.
We believe it is important that our Compensation and Talent Committee retains flexibility and authority to adjust compensation as needed to address particular circumstances, or unexpected, unusual or non-recurring events, and to attract and retain key executive talent, even if this results in the payment of non-deductible compensation. Accordingly, our Compensation and Talent Committee may recommend payments that are not fully deductible if, in its judgment, such payments are necessary to achieve our compensation objectives and are in the best interests of the equity grantCompany and its shareholders.
In addition, each element of the compensation paid to be awarded to eachour executives is expensed in our financial statements as required by U.S. GAAP. The financial statement impact of our named executive officers,various compensation awards is an important factor that the Compensation and Talent Committee consideredconsiders in determining the performanceamount, form and contributionsdesign of each named executive officer in Fiscal 2016 along with the expected future contributions of these executive officers as well as an analysis (in consultation with the Compensation and Talent Committee’s independent compensation consultant Willis Towers Watson) of the long-term equity incentives awarded to comparable senior executives at our selected competitors.
The awards approvedpay component for our named executive officers in fiscal 2017 for performance in Fiscal 2016 were as follows:executives.
Named Executive Officer 
Share
Options
 
Restricted
Share Units
 
Performance-
Based
Restricted
Share Units(1)
 
Target LTI
Value(2)
Michael Kors 14,503 8,019 8,019 $1,000,000
John D. Idol 14,503 8,019 8,019 $1,000,000
Joseph B. Parsons 17,404 9,623 9,623 $1,200,000
Cathy Marie Robinson 7,252 4,010 4,010 $500,000
Pascale Meyran 7,252 4,010 4,010 $500,000

(1)
See "Elements of Executive Compensation—Performance-Based Compensation—Performance-Based Restricted Share Units” above. These performance-based restricted share units will cliff vest in June 2019, subject to the satisfaction of the pre-established cumulative net income goal for fiscal years 2017-2019 and continued employment through the end of such performance period.
(2)
Reflects estimated target long-term incentive value as of June 15, 2016 (the date of grant).

The Compensation and Talent Committee believes it was appropriate to reduce the equity granted to each of Michael Kors and John Idol in fiscal 2017 in respect of Fiscal 2016 performance because they each earned their maximum incentive bonus in Fiscal 2016 but the other named executive officers, with the exception of Ms. Meyran, did not, and each of Messrs. Kors and Idol already has a meaningful equity interest in the Company at 3.1% and 2.0%, respectively. See "Security Ownership of Certain Beneficial Owners and Management."



42 | MICHAEL KORS
2016 Proxy Statement



COMPENSATION AND TALENT COMMITTEE REPORTReport
The Compensation and Talent Committee reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statementproxy statement with management. Based on our reviewssuch review and discussion, with management, the Compensation and Talent Committee recommended to the Board, and the Board approved, that the Compensation Discussion and Analysis be included in the Proxy Statementproxy statement for the 20162022 Annual Meeting of Shareholders and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended April 2, 2016.
COMPENSATION AND TALENT COMMITTEE
Jean Tomlin (Chair)
M. William Benedetto
Ann McLaughlin Korologos
Jane Thompson
2022.
COMPENSATION AND TALENT COMMITTEE RISK ASSESSMENT
Jean Tomlin (Chair)
Marilyn Crouther
Robin Freestone
Ann Korologos
Jane Thompson
52
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TABLE OF CONTENTS

Compensation and Talent Committee Risk Assessment
Management periodically reviews with the Compensation and Talent Committee our compensation policies and practices and evaluates the degree to which the various design elements of our compensation program encourage excessive or inappropriate risk-taking, including by our named executive officers. We believe that the various elements of our compensation program discourage imprudent risk taking and are aligned with our strategy and objectives. As a result of its review and evaluation of our Fiscal 20162022 compensation program, the Compensation and Talent Committee concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us.
The factors evaluated by management and the Compensation and Talent Committee included:
the overall mix of pay between base salary, short-term incentives and long-term equity compensation;incentives
the variety of performance metrics used in our performance-based incentive compensation plans;plans
the range of performance required to earn a payout under performance-based compensation and capped payouts under our incentive plans;Incentive Plan
the timing of incentive payouts and the vesting schedules and vesting conditions under our equity incentive plans;Incentive Plan
our incentive compensation clawback policy;policy
the balance between the use of share options, restricted sharestime-based and performance-based equity incentives;incentives
share ownership guidelines for our outsidenon-employee directors and our executives;executives
our policy against buying Company shares on margin or engaging in any hedging transactions;transactions
our rigorous management performance evaluation process with an emphasis on core competencies and leadership capabilities; andcapabilities
our leadership and culture that values long-term value creation for our shareholders and strong financial performance.performance

its certification of all performance results, approval of all performance payouts, and ability to apply discretion as appropriate

When we are developing new compensation programs or modifying existing programs and selecting performance measures for annual and long-term incentives, management and the Compensation and Talent Committee consider the associated risks when making its decisions.
43 | MICHAEL KORSCAPRI HOLDINGS
​2016 Proxy Statement​
53



EXECUTIVE COMPENSATION

TABLE OF CONTENTS

Executive
Compensation
Summary Compensation Table
The following table sets forth the compensation earned by, or awarded, or paid to each of our named executive officers for our last three completed fiscal years:
Name and
Principal
Position
 
Fiscal
Year
 
Salary
($)
 
Bonus
($)
 
Share
Awards
($)(1)
 
Option
Awards
($)(1)
 
Non-Equity
Incentive Plan
Compensation
($)(2)
 
All Other
Compensation
($)(3)
 
Total
($)
Michael Kors 2016 1,000,000 — 5,999,974 1,488,984 6,500,000 136,291 15,125,249
Honorary Chairman & Chief Creative Officer 2015 2,500,000 — 4,874,942 2,624,997 5,000,000 130,820 15,130,759
  2014 2,500,000 — 3,899,958 2,093,684 5,000,000 109,613 13,603,255
                 
John D. Idol 2016 1,000,000 — 5,999,974 1,488,984 6,500,000 80,703 15,069,661
Chairman & Chief Executive Officer 2015 2,500,000 — 4,874,942 2,624,997 5,000,000 82,618 15,082,557
  2014 2,500,000 — 3,899,958 2,093,684 5,000,000 65,578 13,559,220
                 
Joseph B. Parsons 2016 600,000 — 1,440,036 357,357 420,000 7,800 2,825,193
Executive Vice President, Chief Financial Officer, Chief Operating Officer & Treasurer 2015 600,000 — 1,169,952 630,004 600,000 7,650 3,007,606
  2014 583,333 — 1,169,988 628,113 450,000 7,650 2,839,084
                 
Cathy Marie Robinson 2016 450,000 — 1,980,047 119,114 157,500 7,123 2,713,784
Senior Vice President, Corporate Strategy & Chief Operations Officer (4)
 2015 381,897 
225,000(5)
 3,000,015 — — — 3,606,912
  2014 — — — — — — —
                 
Pascale Meyran 2016 500,000 
250,000(7)
 560,020 138,971 — 444,964 1,893,955
Senior Vice President, Chief Human Resources Officer (6)
 2015 251,916 
260,417(7)
 975,006 525,000 — 48,898 2,061,237
  2014 — — — — — — —

Name and
Principal Position
​​
Fiscal
Year
​​
Salary
($)
​​
Bonus
($)(1)
​​
Share Awards
($)(2)
​​
Option Awards
($)(2)
​​
Non-Equity
Incentive Plan
Compensation
($)(3)
​​
All Other
Compensation
($)(4)
​​
Total
($)
John D. Idol
Chairman and
Chief Executive Officer
​​
2022
​​
1,215,000
​​
—
​​
8,500,021
​​
—
​​
4,860,000
​​
162,810
​​
14,737,831
​
2021
​​
24,502
​​
—
​​
6,000,005
​​
—
​​
2,025,000
​​
143,918
​​
8,193,425
​
2020
​​
1,350,000
​​
—
​​
7,499,990
​​
—
​​
2,700,000
​​
205,245
​​
11,755,235
Thomas J. Edwards, Jr.
Executive Vice President,
Chief Financial Officer and
Chief Operating Officer
​​
2022
​​
745,000
​​
—
​​
3,000,023
​​
—
​​
1,500,000
​​
8,550
​​
5,253,573
​
2021
​​
693,333
​​
—
​​
1,499,993
​​
—
​​
360,000
​​
4,200
​​
2,557,526
​
2020
​​
800,000
​​
500,000
​​
1,499,998
​​
—
​​
560,000
​​
6,188
​​
3,366,186
Jenna Hendricks(5)
Senior Vice President,
Chief People Officer
​​
2022
​​
476,667
​​
—
​​
1,499,984
​​
—
​​
500,000
​​
12,340
​​
2,488,991
​
​
Krista A. McDonough
Senior Vice President,
General Counsel and
Chief Sustainability Officer
​​
2022
​​
533,333
​​
—
​​
1,499,984
​​
—
​​
550,000
​​
8,550
​​
2,591,867
​
2021
​​
437,179
​​
—
​​
1,000,001
​​
—
​​
112,500
​​
4,200
​​
1,553,880
​
2020
​​
500,000
​​
500,000
​​
1,000,021
​​
—
​​
175,000
​​
5,750
​​
2,180,771
Daniel T. Purefoy(5)
Senior Vice President, Global Operations and Head of Diversity and Inclusion
​​
2022
​​
372,115
​​
—
​​
600,005
​​
—
​​
375,000
​​
—
​​
1,347,120
​
2021
​​
346,346
​​
—
​​
999,996
​​
—
​​
90,000
​​
—
​​
1,436,342
​
Joshua Schulman(5)(6)
Former Chief
Executive Officer -
Michael Kors
​​
2022
​​
646,048
​​
700,000
​​
14,999,989(7)
​​
—
​​
—
​​
877,925
​​
17,223,962
​
 
​
 
(1)
The amounts reported in this column for Fiscal 2020 reflect a special one-time cash incentive to Mr. Edwards and Ms. McDonough to reward these executives for their respective roles in leading the successful acquisition of Versace. The amounts reported in this column for Fiscal 2022 reflect a guaranteed bonus to Mr. Schulman for Fiscal 2022 in accordance with this employment agreement.
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EXECUTIVE COMPENSATION
(2)
The amounts reported in these columns reflect the aggregate grant date fair value computed in accordance with Accounting Standards Codification topic 718, “Stock Compensation,” as issued by the Financial Accounting Standards Board (disregarding any forfeiture assumptions). These values have been determined based on the fair market value on the date of grant for each award. The weighted-averageaggregate grant date fair value is the amount that the Company expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to the actual value that the NEOs will realize from the award. The weighted average assumptions for Fiscal 2016 equityshare-based awards are set forth in Note 1516 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2016.2022. The value of the PRSUs included in the amount reported in this column is based on achieving target performance goals and represents 100% of the grant date fair value. If performance conditions were achieved at the maximum level, the grant date fair value of the PRSUs included in the share awards column for each of the named executive officers would have been as follows: (i) for Fiscal 2016: (a) Kors: $4,499,981; (b) Idol: $4,499,981; (c) Parsons: $1,080,027; (d) Robinson: $360,032 and (e) Meyran: $420,014; (ii) for fiscal 2015: (a) Kors: $3,374,982; (b) Idol: $3,374,982; (c) Parsons: $809,956; (d) Robinson: $673,224 and (e) Meyran: $443,682; and (iii) for fiscal 2014: (a) Kors: $2,699,971 (b) Idol: $2,699,971; and (c) Parsons: $809,991.
(2)(3)
The amounts reported in this column for Messrs. Kors and Idol were earned pursuant to their respective employment agreements. The amounts reported in this column for the other named executive officers were earned under our BonusCash Incentive Plan for the applicable fiscal year. For a more detailed discussion of our cash incentive programs, see “Compensation Discussion and Analysis—Elements of ExecutiveFiscal 2022 Compensation—Performance BasedIncentive Compensation—Fiscal 2022 Annual Cash BonusesIncentive.”
(3)(4)
For each of our named executive officers,NEOs, “All Other Compensation” consists of the payments that are shown in the table below for the applicable fiscal year.
(4)(5)
Mr. Purefoy was not a NEO for Fiscal 2020 and Ms. Robinson joined the Company in May 2014.


44 | MICHAEL KORS
2016 Proxy Statement



(5)
Pursuant to the terms of Ms. Robinson’s employment agreement entered into in connection with her commencement of employment with the Company, Ms. Robinson was entitled to her maximum bonus opportunityHendricks and Mr. Schulman were not NEOs for fiscal 2015.Fiscal 2020 and Fiscal 2021.
(6)
Ms. Meyran joinedMr. Schulman served as an executive officer of the company from August 24, 2021 through March 4, 2022. Mr. Schulman ceased to be an employee of the Company in September 2014.as of March 7, 2022 (which was prior to the last day of Fiscal 2022).
(7)
(7)
Pursuant toIn connection with Mr. Schulman’s separation from service and consistent with a termination without cause under the terms of Ms. Meyran’sIncentive Plan and Mr. Schulman’s employment agreement, entered intoMr. Schulman only received one-fifth of the RSUs reflected in connectionthis column. See “Compensation Discussion and Analysis—Fiscal 2022 Compensation—Incentive Compensation—Equity Incentive Compensation—Schulman New Hire Equity Award” In accordance with her commencementSEC disclosure requirements, the Summary Compensation Table shows the full grant date fair value of employment with the Company, Ms. Meyran received a $125,000 signing bonus in fiscal 2015this award and was entitled to her maximum bonus opportunity for fiscal 2015 (pro rated from the commencement date of her employment) and Fiscal 2016.does not reflect what Mr. Schulman ultimately received.
All Other Compensation
Perquisite 
Mr. Kors
($)
 
Mr. Idol
($)
 
Mr. Parsons
($)
 
Ms. Robinson
($)
 
Ms. Meyran
($)
Transportation Benefit(1)
          
2016 103,602 11,814 — — —
2015 98,281 17,040 — — —
2014 78,874 7,928 — — —
401(k) Company Match          
2016 7,800 7,800 7,800 4,988 1,875
2015 7,650 7,650 7,650 — —
2014 7,650 7,650 7,650 — —
Company Paid Life Insurance Premiums          
2016 24,340 50,000 — — —
2015 24,340 50,000 — — —
2014 23,089 50,000 — — —
Other          
2016 
549(2)
 
11,089(3)
 — 
2,135(4)
 
443,089(5)
2015 
549(2)
 — — — 
48,898(6)
2014 — — — — —
 _________________________________
Perquisite
​​
Mr. Idol
($)
​​
Mr. Edwards
($)
​​
Ms. Hendricks
($)
​​
Ms. McDonough
($)
​​
Mr. Purefoy
($)
​​
Mr. Schulman
($)
Transportation Benefit(1)
​​
​​
​​
​​
​​
​​
2022
​​
30,365
​​
—
​​
—
​​
—
​​
—
​​
—
2021
​​
16,027
​​
—
​​
(3)
​​
—
​​
—
​​
(3)
2020
​​
38,556
​​
—
​​
(3)
​​
—
​​
(3)
​​
(3)
401(k) Company Match
​​
​​
​​
​​
​​
​​
2022
​​
8,550
​​
8,550
​​
8,550
​​
8,550
​​
—
​​
 
2021
​​
4,200
​​
4,200
​​
(3)
​​
4,200
​​
—
​​
(3)
2020
​​
6,188
​​
6,188
​​
(3)
​​
5,750
​​
(3)
​​
(3)
Company Paid Life Insurance Premiums
​​
​​
​​
​​
​​
​​
2022
​​
50,000
​​
—
​​
—
​​
—
​​
—
​​
—
2021
​​
50,000
​​
—
​​
(3)
​​
—
​​
—
​​
(3)
2020
​​
50,000
​​
—
​​
(3)
​​
—
​​
(3)
​​
(3)
Other
​​
​​
​​
​​
​​
​​
2022
​​
73,895(2)
​​
—
​​
3,790(4)
​​
—
​​
—
​​
877,925(5)
2021
​​
73,691(2)
​​
—
​​
(3)
​​
—
​​
—
​​
(3)
2020
​​
110,501(2)
​​
—
​​
(3)
​​
—
​​
(3)
​​
(3)
(1)
Represents the value of an automobile and driver provided on behalf of the Company to the named executive officer.Mr. Idol for all fiscal years presented.
(2)
Represents amounts paid(i) a foreign tax credit in connectionthe amount of $1,874 for Fiscal 2022, $22,055 for Fiscal 2021 and $20,258 for Fiscal 2020 and (ii) the aggregate incremental cost associated with the provision of security services.
(3)
Represents imputed income for personal use of the Company aircraft ($7,016)in the amount of $72,022 for Fiscal 2022, $51,636 for Fiscal 2021 and the payment$90,243 for Fiscal 2020 for Mr. Idol.
(3)
Mr. Purefoy was not a NEO for Fiscal 2020 and Ms. Hendricks and Mr. Schulman were not NEOs for Fiscal 2020 and Fiscal 2021.
(4)
Represents clothing allowance for Ms. Hendricks.
(5)
For Mr. Schulman, this amount represents reimbursement of UK withholding tax ($4,073)$25,000 in legal fees in connection with the Company's decisionnegotiation of his August 2021 employment agreement plus the following cash payments made pursuant to become a U.K. tax residentthe terms of his separation and release agreement and consistent with being terminated without cause under the terms of his employment agreement: (a) salary and target annual cash incentive continuation payments in the amount of $285,000 made in fiscal 2015.year 2022 plus (iii) payment of $567,925 representing the portion of Mr. Schulman’s annual cash incentive for Fiscal 2022 that exceeded his Fiscal 2022 guaranteed bonus, pro-rated for the portion of Fiscal 2022 that Mr. Schulman was actually employed.
(4)
Represents payment for moving expenses in connection with executive's previously disclosed decision to withdraw her resignation.
(5)
Represents payments in connection with relocation ($439,729) and a clothing allowance ($3,360).
(6)
Represents payments in connection with relocation and temporary housing ($45,710) and a clothing allowance ($3,188).
Total Compensation
In accordance with required SEC disclosure rules, the fiscal year compensation shown in the Summary Compensation Table above only includes the grant date fair values of share awards and option awards actually granted in the applicable fiscal year. Thus, our equity grants made in Fiscal 2016 in respect of fiscal 2015 performance are shown in the Fiscal 2016 line in the Summary Compensation Table (not the fiscal 2015 line) and our equity grants made in fiscal 2015 in respect of fiscal 2014 performance are shown in the fiscal 2015 line in the Summary Compensation Table (not the fiscal 2014 line). Similarly, our equity grants made in fiscal 2017 in respect of Fiscal 2016 performance (see “Compensation Discussion and Analysis—Looking Ahead to Fiscal 2017—Fiscal 2017 Equity Awards” above) are not shown in the Fiscal 2016 line in the Summary Compensation Table (but will appear in the fiscal 2017 line in next year’s Summary Compensation Table for next year’s named executive officers). To supplement the SEC-required disclosures, we have included an additional table below, which shows Messrs. Kors and Idol's total compensation in Fiscal 2016, 2015 and 2014, reflecting the grant date fair values of the equity awards in the performance year in respect of which the grant of such equity awards was actually attributed.


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45 | MICHAEL KORSEXECUTIVE COMPENSATION
2016 Proxy Statement



Name and Principal Position 
Fiscal 2016(1)
 Fiscal 2015 Fiscal 2014
Michael Kors
Honorary Chairman & Chief Creative Officer
 $8,636,263 $15,130,759 $13,603,255
John D. Idol
Chairman & Chief Executive Officer
 $8,580,675 $15,082,557 $13,559,220
 __________________________________
(1)
Amounts reported as total compensation in this column differ substantially from the amounts determined under SEC rules and reported as total compensation in the Summary Compensation Table for Fiscal 2016. This amount is not a substitute for total compensation. For more information on total compensation as calculated under SEC rules, see the narrative disclosure and footnotes accompanying the Summary Compensation Table included in this Proxy Statement.
Fiscal 20162022 Grants of Plan-Based Awards
The following table sets forth information on potential payment opportunities in respect of Fiscal 20162022 performance under our annual cash incentive programsCash Incentive Plan and equity awards granted during Fiscal 2016
2022 under our Incentive Plan:
      
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
 
Estimated Future Payouts
Under Equity Incentive Plan
Awards
        
Name Type of Award Grant Date 
Threshold
($)
 Target ($) Maximum ($)         
Threshold
(#)
 Target (#)  
Maximum
(#)
 
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(2)
 
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(2)
 
Exercise
or Base
Price of
Option
Awards
($/
Share)
 
Grant Date
Fair Value of
Share and
Option
Awards
($)(3)
Michael Kors 
Share
Options
 6/15/15 — — — — — — — 107,604 47.10 1,488,984
  RSUs 6/15/15 — — — — — — 63,694 — — 2,999,987
  
Performance RSUs(4)
 6/15/15 — — — 31,847 63,694 95,541 — — — 2,999,987
  
Annual Cash
Incentive
Plan
 — — — 6,500,000 — — — — — — —
John D.
Idol
 
Share
Options
 6/15/15 — — — — — — — 107,604 47.10 1,488,984
  RSUs 6/15/15 — — — — — — 63,694 — — 2,999,987
  
Performance RSUs(4)
 6/15/15 — — — 31,847 63,694 95,541 — — — 2,999,987
  
Annual Cash
Incentive
Plan
 — — — 6,500,000 — — — — — — —
Joseph B. Parsons 
Share
Options
 6/15/15 — — — — — — — 25,825 47.10 357,357
  RSUs 6/15/15 — — — — — — 15,287 — — 720,018
  
Performance RSUs(4)
 6/15/15 — — — 7,644 15,287 22,931 — — — 720,018
  
Annual Cash
Incentive
Plan
 — 300,000 450,000 600,000 — — — — — — —
Cathy Marie Robinson 
Share
Options
 6/15/15 — — — — — — — 8,608 47.10 119,114
  RSUs 6/15/15 — — — — — — 5,096 — — 240,022
  
Performance RSUs(4)
 6/15/15 — — — 2,548 5,096 7,644 — — — 240,022
  RSUs 9/1/15 — — — — — — 35,055 — — 1,500,003
  
Annual Cash
Incentive
Plan
 — 112,500 168,750 225,000 — — — — — — —
Pascale Meyran 
Share
Options
 6/15/15 — — — — — — — 10,043 47.10 138,971
  RSUs 6/15/15 — — — — — — 5,945 — — 280,010
  
Performance RSUs(4)
 6/15/15 — — — 2,973 5,945 8,918 — — — 280,010
  Annual Cash Incentive Plan — 125,000 187,500 250,000 — — — — — — —



 
​​
 
​​
 
​​
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
​​
Estimated Future Payouts
Under Equity Incentive Plan
Awards
​​
 
​​
 
​​
 
​​
 
Name
​​
Type of
Award
​​
Grant
Date
​​
Threshold
($)
​​
Target
($)
​​
Maximum
($)
​​
Threshold
(#)
​​
Target
(#)
​​
Maximum
(#)
​​
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(1)
​​
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
​​
Exercise
or Base
Price of
Option
Awards
($/ Share)
​​
Grant
Date
Fair Value
of Share
and
Option
Awards
($)(2)
John D. Idol
​​
RSUs
​​
6/15/21
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
155,025
​​
—
​​
—
​​
8,500,021
​
Annual Cash
Incentive
Plan(3)
​​
—
​​
0
​​
3,645,000
​​
4,860,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Thomas J. Edwards, Jr.
​​
RSUs
​​
6/15/21
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
54,715
​​
—
​​
—
​​
3,000,023
​
Annual Cash
Incentive Plan(3)
​​
—
​​
0
​​
750,000
​​
1,500,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Jenna Hendricks
​​
RSUs
​​
6/15/21
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
27,357
​​
—
​​
—
​​
1,499,984
​
Annual Cash
Incentive Plan(3)
​​
—
​​
0
​​
250,000
​​
500,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Krista A. McDonough
​​
RSUs
​​
6/15/21
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
27,357
​​
—
​​
—
​​
1,499,984
​
Annual Cash
Incentive Plan(3)
​​
—
​​
0
​​
275,000
​​
550,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Daniel T. Purefoy
​​
RSUs
​​
6/15/21
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
10,943
​​
—
​​
—
​​
600,005
​
Annual Cash
Incentive Plan(3)
​​
—
​​
0
​​
187,500
​​
375,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Joshua Schulman
​​
RSUs
​​
9/1/2021
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
262,467
​​
—
​​
—
​​
14,999,989
​
Annual Cash
Incentive Plan(3)
​​
—
​​
0
​​
1,200,000
​​
2,400,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
46 | (1)MICHAEL KORS
2016 Proxy Statement



 _________________________________
(1)
Pursuant to their employment agreements, Messrs. Kors and Idol were entitled to an annual bonus equal to 1% of our EBITDA for Fiscal 2016 with a maximum bonus opportunity of $6.5 million. For Mr. Parsons, Ms. Meyran and Ms. Robinson, these columns reflect potential cash bonus amounts for Fiscal 2016 under the Bonus Plan if performance metrics were attained at varying levels. See “Compensation Discussion and Analysis—Elements of Executive Compensation—Performance-Based Compensation—Annual Cash Bonuses” for more information regarding bonus incentive awards. Amounts actually earned for Fiscal 2016 are set forth in the Summary Compensation Table above.
(2)
Except for the awardThe share-based awards granted on September 1, 2015, the share-based awards reflected in these columnsJune 15, 2021 will vest in 25%1/3 installments on each of the fourfirst three anniversary dates following the grant date, in each case, subject to the NEO’s continued employment.employment with the Company through the vesting date, unless the executive officer dies, becomes permanently disabled or is retirement eligible under the Incentive Plan. The share-based awards granted to Cathy Marie Robinson on September 1, 20152021 will vest in equal20% installments over three years on each anniversary of the datefirst five anniversary dates following the grant date. Subject to compliance with the restrictive covenants set forth in his separation and release agreement, Mr. Schulman is eligible to vest in 20% of grant, subject to continued employment.the RSUs underlying the initial award in September 2022. Thereafter, the remaining RSUs will be forfeited.
(3)(2)
The amounts reported in this columnthese columns reflect the aggregate grant date fair value computed in accordance with Accounting Standards Codification topic 718, “Stock Compensation,” as issued by the Financial Accounting Standards Board (disregarding any forfeiture assumptions). These values have been determined based on the fair market value on the date of grant for each award. The weighted-averageaggregate grant date fair value is the amount that the Company expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to the actual value that the NEOs will realize from the award. The weighted average assumptions for Fiscal 2016 equityshare-based awards are set forth in Note 15(Share-Based16 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2016. The value of the PRSUs included in the amount reported in this column is based on achieving target performance goals and represents 100% of the grant date fair value. If performance conditions were achieved at the maximum level, the grant date fair value of the PRSUs included in this column for each of the named executive officers would have been as follows: (a) Kors: $4,499,981; (b) Idol: $4,499,981; (c) Parsons: $1,080,027; (d) Robinson: $360,032 and (e) Meyran: $420,014.
2022.
(3)
Represents the range of possible cash payouts for Fiscal 2022 under the Cash Incentive Plan if performance metrics were attained at varying levels. If performance falls below the pre-established thresholds, the payout is $0. See “Compensation Discussion and Analysis—Fiscal 2022 Compensation—Incentive Compensation—Fiscal 2022 Annual Cash Incentive” for more information regarding cash incentive awards. Amounts actually earned for Fiscal 2022 are set forth in the Summary Compensation Table above.
(4)56
Each PRSU represents a contingent right to receive one ordinary share of the Company only upon achievement of a pre-established cumulative net income goal for the performance period (March 29, 2015 to March 31, 2018), subject to the named executive officer’s continued employment with the Company through the end of such performance period. The PRSUs will cliff vest on the date on which the Compensation and Talent Committee certifies the results for the performance period which in no event shall be later than thirty (30) days following the completion of the audited financials for the fiscal year ended March 31, 2018. The value of the ordinary shares earned with respect to such PRSUs will range from 0-150% of the value of the shares originally subject to the award, depending on actual achievement.​​
CAPRI HOLDINGS

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Employment Agreements with Our Named Executive Officers
Michael Kors
On May 20, 2015, we entered into a second amended and restated employment agreement with Mr. Michael Kors in accordance with the terms of the prior agreement in order to comply with Section  162(m) and maximize tax deductions. The material terms of his agreement are set forth below, and such terms are qualified in their entirety by the terms of the underlying employment agreement.
Pursuant to his employment agreement, Mr. Kors is our Honorary Chairman and Chief Creative Officer, and we will use best efforts to cause him to be appointed or elected to the Board of Directors. His employment with us terminates upon his death, permanent disability or for “Cause” (as defined in the employment agreement).
Mr. Kors receives an annual salary of $1.0 million. In addition, Mr. Kors is eligible to receive a cash bonus with respect to performance over the period beginning on the first day of each fiscal year and ending on the last day of the second fiscal quarter of such fiscal year equal to 1% of Michael Kors Holdings Limited’s (“MKHL”) consolidated income from operations for such performance period, increased by depreciation plus amortization plus impairment of long-lived assets, in each case calculated in accordance with U.S. generally accepted accounting principles and disclosed in our Consolidated Statements of Operations and Comprehensive Income (“EBITDA”) for such performance period, up to a maximum of $1.5 million (the “Part-Year Bonus”). In addition, Mr. Kors is eligible to receive an annual bonus with respect to each full fiscal year of the Company equal to 1% of EBITDA during such annual performance period, up to a maximum of $6.5 million, reduced by the amount of the Part-Year Bonus in respect of the same fiscal year. If the Compensation and Talent Committee determines that Mr. Kors was overpaid as a result of certain restatements of our reported financial or operating results due to material non-compliance with financial reporting requirements, then it may reduce the amount of a bonus, or require Mr. Kors to repay the overpaid portion of the bonuses, as long as the determination as to the fact that a bonus has been overpaid is made before the end of the third fiscal year following the year for which the bonus performance criteria were inaccurate, but extended until any restatement is complete.


47 | MICHAEL KORS
2016 Proxy Statement



Mr. Kors is eligible for six weeks of paid vacation per year. He is entitled to participate in all our employee benefit plans (to the extent eligible therefor), excluding bonus plans unless provided in the employment agreement or determined by the Compensation and Talent Committee. If any benefit plan is not available to Mr. Kors due to his nationality or residence, we must use best efforts to provide a substantially equivalent benefit through another source, at our expense. We pay the premiums on the whole life insurance policy and $500,000 term life insurance policy currently in place on the life of Mr. Kors. We also provide Mr. Kors with an automobile and driver for transportation for business purposes as provided for in his employment agreement.John D. Idol
John D. Idol
We entered into a second amended and restated is employed pursuant to an employment agreement withbetween the Company and him. Mr. John Idol on May 20, 2015, in accordance withis not subject to a fixed term contract and his employment will continue pursuant to the terms of the prioremployment agreement in order to comply with Section 162(m) and maximize tax deductions. The material terms of his agreement are set forth below, and such terms are qualified in their entiretyunless terminated by the terms of the underlying employment agreement.either party.
Pursuant to terms of his employment agreement, Mr. Idol serves as our Chairman and Chief Executive Officer, reporting to the Board of Directors. We must use best efforts to cause Mr. Idol to be appointed or elected to the position of Chairman of the Board. The termUpon termination of Mr. Idol’s employment agreement extends through March 31, 2018 and will thereafter be automatically renewed for additional one-year terms, unless either party gives advance written notice of non-renewal. Upon his termination from employment for any reason, Mr. Idol will immediately resign from such boardsthe Board and from other officer and director positions withinwith the Company and its subsidiaries.
Mr. Idol receivesis entitled to receive an annual base salary of $1.0 million. In addition,at least $1.350 million (which, in light of the impact COVID-19 had on our business, Mr. Idol is also eligiblevoluntarily elected to receive a cash bonus with respectreduce to performance over the period beginning on the first day of each fiscal year and ending on the last day of the second fiscal quarter of such fiscal year equal to 1% of EBITDA$1.215 million for such performance period, up to a maximum of $1.5 million (the "Part-Year Bonus")Fiscal 2022). In addition, Mr. Idol is eligible to receive an annual bonusa cash incentive in accordance with, respectand subject to each full fiscal yearthe terms and conditions of, our then existing Cash Incentive Plan which is a component of the CompanyIncentive Plan
The annual cash incentive payment is equal to 1%a percentage of EBITDA during suchMr. Idol’s then-current base salary with the incentive levels set at 0% for performance below established thresholds and (i) for Fiscal 2022, 300% target – 400% maximum, and (ii) for fiscal 2023 and thereafter, 200% target – 400% maximum. Mr. Idol’s actual annual cash incentive will be interpolated based on the actual level of attainment with performance period, up to a maximum of $6.5 million, reducedcomponents, measures and target values established by the amount ofCompensation and Talent Committee. Except in limited circumstances, Mr. Idol must be employed by us on the Part-Year Bonus in respect ofdate that the annual cash incentive is actually paid, which will be the same fiscal year. date that annual cash incentives are paid to our other senior executives that participate in the Cash Incentive Plan.
If the Compensation and Talent Committee determines that Mr. Idol was overpaid as a result of certain restatements of ourthe reported financial or operating results of the Company due to material non-compliance with financial reporting requirements, then it may reduce the amount of a bonus,the cash incentive, or require Mr. Idolthe executive to repayre-pay the overpaid portion of the bonuses,cash incentive, as long as the determination as to the fact that a bonuscash incentive has been overpaid is made before the end of the third fiscal year following the year for which the bonuscash incentive performance criteria were inaccurate, butprovided that if steps have been taken within such period to restate the Company’s financial or operating results, such three year time period shall be extended until anysuch restatement is complete.completed.
Mr. Idol will not accrue any vacation but he is entitled to take unlimited vacation so long as the vacation time does not interfere with his ability to complete his obligations under his employment agreement. Mr. Idol is entitled to participate in all our employee benefit plans and programs generally available to our senior officers, excluding bonusexecutives, including, without limitation, health and 401(k) plans, unless otherwise provided in the employment agreement or determined by the Compensationdeferred compensation plans and Talent Committee.long-term equity incentive compensation plans. We pay the premiums, up to a maximum of $50,000 per annum in the aggregate, for Mr. Idol’s approximately $5.0 million whole life insurance and $500,000 term life insurance policy. We also provide Mr. Idol with an automobile and driver for transportation to and from our offices and for business purposes as provided for in his employment agreement.


48 | MICHAEL KORS
2016 Proxy Statement



Joseph B. Parsons
Pursuant to the amended and restated employment agreement between the Company and Mr. Joseph B. Parsons, our Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer, dated May 23, 2013, the term of Mr. Parsons’ employment agreement extended through March 31, 2015 and is automatically renewed for additional one-year terms, unless either party gives advance written notice of non-renewal. Mr. Parsons receives an annual base salary of $600,000. Mr. Parsons is eligible to receive an annual bonus in accordance with the terms of our Bonus Plan (with incentive levels set at 50% target – 75% stretch – 100% max). Mr. Parsons is also able to participate in our other benefit plans and programs, including, without limitation, health and 401(k) plans and equity-based compensation plans.
Cathy Marie Robinson
Pursuant to the employment agreement between the Company and Ms. Cathy Marie Robinson, our Senior Vice President, Corporate Strategy and Chief Operations Officer, Ms. Robinson’s employment with the Company commenced on May 12, 2014 and the terms of her employment agreement extend through June 30, 2017 and will be automatically renewed for additional one-year terms, unless either party gives advance written notice of non-renewal. Ms. Robinson receives an annual base salary of $450,000. Ms. Robinson is eligible to receive an annual bonus in accordance with the terms of our Bonus Plan (with incentive levels set at 25% target – 37.5% stretch – 50% max). Ms. Robinson is also able to participate in our other benefit plans and programs, including, without limitation, health and 401(k) plans and equity-based compensation plans.
Pascale Meyran
Pursuant to the employment agreement between the Company and Ms. Pascale Meyran, our Senior Vice President, Chief Human Resources Officer, Ms. Meyran’s employment with the Company commenced on September 15, 2014 and the terms of her employment agreement extend through June 30, 2018 and will be automatically renewed for additional one-year terms, unless either party gives advance written notice of non-renewal. Ms. Meyran receives an annual base salary of $500,000. Ms. Meyran is eligible to receive an annual bonus in accordance with the terms of our Bonus Plan (with incentive levels set at 25% target – 37.5% stretch – 50% max), except that Ms. Meyran was entitled to a bonus at the maximum bonus opportunity of $250,000 for fiscal 2015 (pro rated from the commencement date) and for Fiscal 2016. For each fiscal year during the term, Ms. Meyran is entitled to a $5,000 clothing allowance as well as an additional $20,000 clothing allowance that may be used at any time during the term. Ms. Meyran is also able to participate in our other benefit plans and programs, including, without limitation, health and 401(k) plans and equity-based compensation plans.


49 | MICHAEL KORS
2016 Proxy Statement



Outstanding Equity Awards at 2016 Fiscal Year-End

The following table sets forth unexercised and unvested share options and other share-based awards that were outstanding as of the end of Fiscal 2016 for each named executive officer:
  Option Awards Share Awards
Name 
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
 
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
  
Option
Exercise
Price
($)
 
Option
Expiration
Date(1)
 
Number
of Shares
Not Yet
Vested
 
Market
Value of
Shares or
Units of
Shares that
Have Not
Vested
($)(2)
 
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
have Not
Vested
(#)(3)
 
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
not Vested
(#)(2)
Michael Kors 387,597 —  20.00 12/14/2018 — — — —
  42,110 42,109  62.24 6/3/2020 — — — —
  22,329 66,987  94.45 6/2/2021 — — — —
  — 107,604  47.10 6/15/2022 — — — —
  — —  — — 101,408 5,777,214 — —
  — —  — — 
43,380(4)
 2,471,359 87,516 4,985,787
John D. Idol 491,426 —  2.6316 2/18/2020 — — — —
  456,000 —  5.00 3/25/2021 — — — —
  387,597 —  20.00 12/14/2018 — — — —
  42,110 42,109  62.24 6/3/2020 — — — 
  22,329 66,987  94.45 6/2/2021 — — — —
  — 107,604  47.10 6/15/2022 — — — —
  — —  — — 101,408 5,777,214 — —
  — —  — — 
43,380(4)
 2,471,359 87,516 4,985,787
Joseph B. Parsons 456,000 —  5.00 3/25/2021 — — — —
  67,829 —  20.00 12/14/2018 — — — —
  12,633 12,633  62.24 6/3/2020 — — — —
  5,359 16,077  94.45 6/2/2021 — — — —
  — 25,825  47.10 6/15/2022 — — — —
  — —  — — 25,350 1,444,190 — —
  — —  — — 
13,014(4)
 741,408 21,004 1,196,598
Cathy Marie Robinson — 8,608  47.10 6/15/2022 — — — —
  — —  — — 56,826 3,237,377 — —
  — —  — — — — 14,625 833,186
Pascale Meyran 5,910 17,729  71.66 10/1/2021 — — — —
  — 10,043  47.10 6/15/2022 — — — —
  — —  — — 11,439 651,680 — —
  — —  — — — — 12,225 696,458
 _____________________________
(1)
The share options with an exercise price of $2.6316, $5.00 and $20.00 per share were granted on February 18, 2010, March 25, 2011 and December 14, 2011, respectively, and are immediately exercisable. The share options with an exercise price of (i) $62.24 per share were granted on June 3, 2013; (ii) $94.45 per share were granted on June 2, 2014; and (iii) $47.10 per share were granted on June 15, 2015. These share options vest 25% each year over four years on the anniversary of the date of grant.
(2)
The aggregate market or payout value of unvested or unearned shares is based on $56.97, which is the closing price of the Company’s ordinary shares on the NYSE on April 1, 2016 (the last business day of Fiscal 2016).


50 | MICHAEL KORS
2016 Proxy Statement



(3)
The PRSUs reflected in this column were granted on June 2, 2014 and June 15, 2015, respectively, and represent a contingent right to receive one ordinary share of the Company upon achievement of a pre-established cumulative net income goal for the performance period, subject to the executive officer’s continued employment with the Company through the end of such performance period. The PRSUs will cliff vest on the date on which the Compensation and Talent Committee certifies the results for the performance period, which in no event shall be later than thirty (30) days following the completion of the audited financials for the fiscal year in which the performance period ends. The value of the ordinary shares earned with respect to such PRSUs will range from 0-150% of the value of the shares originally subject to the award, depending on actual achievement. The number of unearned PRSUs reported in this column is based on achieving target performance goals, which represents 100% of the shares originally subject to the award.
(4)
Reflects PRSUs granted on June 3, 2013 and represents a contingent right to receive one ordinary share of the Company upon achievement of the pre-established cumulative net income goal for the three-year period beginning on the first day of fiscal 2014 and ending on April 2, 2016 (the last day of Fiscal 2016). As of the last day of Fiscal 2016, the performance goal was achieved at the maximum level and the named executive officer was entitled to 150% of the shares originally subject to the award and the only remaining conditions to vesting were completion of the Company's audited financials for Fiscal 2016, certification of such results by the Compensation and Talent Committee, and the named executive officer's continued employment. Subsequent to the fiscal year end, the Compensation and Talent Committee certified that the performance goal was achieved at the maximum level and such shares vested as of June 1, 2016.
Option Exercises and Shares Vested During Fiscal 2016
  Option Awards Share Awards
Name 
Number
of Shares
Acquired
on
Exercise
(#)
 
Value
Realized on
Exercise ($)
 
Number
of Shares
Acquired
on
Vesting
(#)
 
Value
Realized on
Vesting( $)
Michael Kors — — 57,049 2,420,335
John D. Idol — — 57,049 2,420,335
Joseph B. Parsons — — 13,920 594,311
Cathy Marie Robinson — — 5,559 270,167
Pascale Meyran — — 1,832 76,321
Potential Payments Upon Termination of Employment or Change in Control
The following summaries and tables describe and quantify the potential payments and benefits that would be payable to our named executive officers in connection with termination of employment and/or change in control. In determining amounts payable, we have assumed in all cases that the termination of employment and/or change in control occurred on April 2, 2016. The amounts that would actually be paid to our executive officers upon a termination of employment will depend on the circumstances and timing of termination or change in control.
Severance Benefits
Michael Kors
Mr. Kors’ employment agreement terminates upon his death, permanent disability or for Cause (as defined in the employment agreement). A termination of Mr. Kors by us will not result in any severance. However, if Mr. Kors dies or becomes permanently disabled, or terminates his employment under circumstances where we breached the employment agreement, he or his estate (as applicable) is entitled to a pro rata portion of his bonus that would have been payable to him in respect of the fiscal year or half year during which the termination, death or permanent disability occurred. Assuming a termination due to death or disability on April 2, 2016, or termination due to our breach of the employment agreement, Mr. Kors would have received his maximum bonus opportunity ($6,500,000) for Fiscal 2016.
If Mr. Kors terminates his employment without our consent (and other than due to death or permanent disability or due to a breach by us of his employment agreement), for the remainder of his lifetime he will be an independent and exclusive design consultant for the Company for an annual fee of $1.0 million and will not compete with the Company.


51 | MICHAEL KORS
2016 Proxy Statement



As described in more detail below, notwithstanding the fact that we do not have a right to terminate Mr. Kors’ employment pursuant to his employment agreement other than for Cause, the share options, and other share-based awards granted to Mr. Kors pursuant to the Incentive Plan will become 100% vested in connection with any termination by us without “cause” or by the executive for “good reason” (each as defined in Incentive Plan) that occurs within 24 months following a “change in control,” and assuming such termination were to have occurred on April 2, 2016, the value of the accelerated vesting of his unvested share options and other share-based awards would have been $1,062,051 and $13,234,360, respectively.
"Cause" is defined in his employment agreement as Mr. Kors’:
material breach of any material provision of his employment agreement that is not cured within 30 days of receiving notice of such breach;
conviction for fraud or criminal conduct adversely affecting the Company; or
commission of any willful, reckless or grossly negligent act which has a material adverse effect on the Company or its products, trademarks or goodwill or reputation.
Pursuant to his employment agreement, we will indemnify Mr. Kors and hold him harmless to the maximum extent permitted by applicable law, against liabilities, costs, and expenses incurred in connection with any action, suit, claim or proceeding to which he may be made a party by reason of his being an officer, director or employee of the Company or any of its affiliates, but not for any acts taken in bad faith or in breach of his duty of loyalty to the Company under applicable law. Such rights may not be less favorable than any indemnification and hold harmless rights provided by us to any senior officer. These provisions survive the termination of his employment agreement.
Under his employment agreement, Mr. Kors retains creative and aesthetic control over the products produced and sold under the MICHAEL KORS trademarks and related marks, including exclusive control of the design of such products (so long as the exercise of such control is commercially reasonable). All intellectual property created by or at Mr. Kors’ direction in the course of his employment is the exclusive property of the Company. Mr. Kors remains obligated to maintain the confidentiality of our proprietary information.
We have agreed not to enter into any new line of business without Mr. Kors’ consent, if he reasonably determines that such line of business is detrimental to our trademarks. Mr. Kors may not render services to any other persons or compete with the Company’s business (except for charitable activities not inconsistent with the intent of his employment agreement, and literary, theatrical and artistic activities not detrimental to our trademarks).
John D. Idol
Unless otherwise agreed to between the Company and Mr. Idol, Mr. Idol’s employment agreement will terminate upon a change of control (defined as the purchase or acquisition by any person, entity or group of affiliated persons or entities of more than 50% of the combined voting power of the outstanding shares of MKHL or all or substantially all of MKHL’s assets). It will also terminate upon Mr. Idol’s death or Total Disability (as defined in his employment agreement). Mr. Idol may terminate his employment without Good Reason (as defined in his employment agreement) upon six months’ advance notice or with Good Reason, subject to certain notice and cure rights. We may terminate Mr. Idol’s employment with Cause (as defined in his employment agreement) upon 10 days advance written notice, subject to Mr. Idol having certain rights to meet with the Board, and a majority of the Board approving his dismissal.


52 | MICHAEL KORS
2016 Proxy Statement



If Mr. Idol’s employment is terminated by us without Cause or by him for Good Reason, he will be entitled to receive a pro rata portion of his bonus (as described under “—Employment Agreements with Our Named Executive Officers—John D. Idol”) that would have been payable in respect of the fiscal year, or part fiscal year, as of the date of termination plus severance equal to two times the sum of his then current base salary and the annual bonus paid or payable to him with respect to the Company’s last full fiscal year, payable in a single lump sum within 30 days following termination as well as payment of any accrued benefits including earned but unpaid base salary, bonuses and reimbursement of any reimbursable expenses incurred prior to the termination date. If Mr. Idol dies or becomes Totally Disabled, in addition to the accrued benefits referenced above, Mr. Idol is entitled to a pro rata portion ofuse our corporate aircraft in accordance with his bonus that would have been payable to Mr. Idol in respect of such fiscal year as of the date of death or Total Disability. In the event Mr. Idol is terminated for Cause, he is not entitled to receive any compensation or benefits other than for accrued benefits.
“Good Reason” is defined in Mr. Idol’s employment agreement as:
the assignment of duties or responsibilities that are inconsistent in any material respect with the scope of the duties or responsibilities of his title or position;
the Company's failure to perform substantially any material term of the employment agreement and such failure, if curable, is not cured within 60 days after the Company receives notice of the breach;
Mr. Idol’s office is relocated more than 50 miles from his then-current office;
the employment agreement is not assumed by any successor-entity to the Company;
Mr. Idol’s duties or responsibilities are significantly reduced (and such reduction is not initiated or recommended by Mr. Idol);
Mr. Idol is involuntarily removed from the Board (other than in connection with a termination for Cause, voluntary termination without Good Reason, death or Total Disability); or
subject to the terms of the employment agreement, the Board is managing the day-to-day operations of the Company and, after receipt of written notice from Mr. Idol and sufficient time to cease such involvement, the Board continues to do so.
“Cause” is defined in Mr. Idol’s employment agreement as Mr. Idol’s:
gross negligence, willful misconduct or dishonesty in performing his duties;
conviction of a felony (other than a felony involving a traffic violation);
commission of a felony involving fraud or other business crime against the Company or any of its subsidiaries; or
breach of the no-hire, confidentiality or non-compete covenants contained in his employment agreement if such breach, if curable, is not cured within 30 days after written notice of such breach.Aircraft Time Sharing Agreement.
Mr. Idol has also agreed that during the term of his employment agreement he will not engage in or carry on any Competitive Business“Competitive Business” (as defined below)in his employment agreement); provided that he may own ten percent (10%)10% or less in a Competitive Business as a passive investor so long as he does not manage or exercise influence or control over such business. For purposes of Mr. Idol’s employment agreement, “Competitive Business” means a business which directly competes in any material respects with the Company or its parents, subsidiaries or affiliates.


53 | MICHAEL KORS
2016 Proxy Statement



Pursuant to his employment agreement, to the extent permitted by law and our by-laws or other governing documents, we will indemnify Mr. Idol with respect to any claims made against him as an officer, director or employee of the Company or any subsidiary, except for acts taken in bad faith or in breach of his duty of loyalty to the Company. During the term of his employment agreement and for as long thereafter as is practicable, we agreed that Mr. Idol will be covered under a directors and officers liability insurance policy with coverage limits in amounts no less than that which we currently maintainmaintained as of the date of the newhis employment agreement.
Mr. Idol has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company and Mr. Idol remains obligated to maintain the confidentiality of our proprietary information. For two years after termination of his employment, Mr. Idol has agreed not to hire any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
Joseph B. Parsons
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EXECUTIVE COMPENSATION
Thomas J. Edwards, Jr.
Pursuant to the employment agreement, effective as of April 17, 2017, between the Company and Mr. Thomas J. Edwards, Jr., our Executive Vice President, Chief Financial Officer and Chief Operating Officer, Mr. Edwards’ employment agreement automatically renews for additional one-year terms on July 1st of each year, unless either party gives written notice of non-renewal.
Mr. Parsons’Edwards is entitled to receive a base salary of $800,000 per year (which, in light of the impact COVID-19 had on our business, Mr. Edwards voluntarily elected to reduce to $720,000 and which the Company reinstated to $750,000 effective June 1, 2021 through the end of Fiscal 2022). Mr. Edwards is eligible to receive an annual cash incentive based on a percentage of his then-current base salary (with the incentive levels set at 0% for below threshold performance –100% target – 200% maximum) interpolated based on actual level of attainment in accordance with the terms of our Cash Incentive Plan. Mr. Edwards is also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans.
Mr. Edwards is obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Mr. Edwards has also agreed not to hire, for a two-year period following the termination of his employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
Jenna Hendricks
Jenna Hendricks is employed as our Senior Vice President, Chief People Officer pursuant to an employment agreement, effective June 1, 2021, between the Company and Ms. Hendricks. Ms. Hendricks is not subject to a fixed term contract and her employment will continue pursuant to the employment agreement unless terminated by either party.
Ms. Hendricks receives a base salary of $500,000 per year. Ms. Hendricks is eligible to receive an annual cash incentive based on a percentage of her then-current base salary (with incentive levels set at 0% for below threshold performance – 50% target – 100% maximum) interpolated based on actual level of attainment in accordance with the terms of our Cash Incentive Plan. Ms. Hendricks is also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans.
Ms. Hendricks receives an annual clothing allowance in the amount of $10,000 plus an additional closing allowance of $15,000 for use at any time during the term.
Ms. Hendricks is obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Ms. Hendricks has also agreed not to hire, for a two-year period following the termination of her employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
Krista A. McDonough
Pursuant to the employment agreement, effective as of October 1, 2016, between the Company and Krista A. McDonough, our Senior Vice President, General Counsel and Chief Sustainability Officer, Ms. McDonough’s employment agreement automatically renews for additional one-year terms on November 1st of each year, unless either party gives advance written notice of non-renewal.
Ms. McDonough receives a base salary of $550,000 per year. Ms. McDonough is eligible to receive an annual cash incentive based on a percentage of her then-current base salary (with incentive levels set at 0% for below threshold performance – 50% target – 100% maximum) interpolated based on actual level of attainment in accordance with the terms of our Cash Incentive Plan. Ms. McDonough is also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans.
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Ms. McDonough is obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Ms. McDonough has also agreed not to hire, for a two-year period following the termination of her employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
Daniel T. Purefoy
Pursuant to the employment agreement, effective as of March 30, 2020, between the Company and Mr. Daniel T. Purefoy, our Senior Vice President, Global Operations and Head of Diversity and Inclusion, Mr. Purefoy’s employment agreement extends through March 31, 2024 and will be automatically renewed for additional one-year terms unless either party gives written notice of non-renewal.
Mr. Purefoy receives a base salary of $400,000 per year (which, in light of the impact COVID-19 had on our business, Mr. Purefoy voluntarily elected to reduce to $360,000 and the Company reinstated to $375,000 effective May 30, 2021 through the end of Fiscal 2022). Mr. Purefoy is eligible to receive an annual cash incentive based on a percentage of his then-current base salary (with the incentive levels set at 0% for below threshold performance – 50% target – 100% maximum) interpolated based on actual level of attainment in accordance with the terms of our Cash Incentive Plan. Mr. Purefoy is also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans.
Mr. Purefoy is obligated to maintain confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Mr. Purefoy has also agreed not to hire, for a two-year period following the termination of his employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
Joshua Schulman
Joshua Schulman entered into an employment agreement with the Company, effective August 24, 2021, pursuant to which he was appointed as Chief Executive Officer of Michael Kors. Mr. Schulman's employment with the Company ceased on March 7, 2022, at which time the Company and Mr. Schulman entered into a separation agreement and release (the “Schulman Separation Agreement”). For a description of the Schulman Separation Agreement and a summary of the payments and benefits provided for thereunder see “—Potential Payments Upon Termination of Employment and Change in Control—Severance Benefits—Joshua Schulman.”
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EXECUTIVE COMPENSATION
Outstanding Equity Awards at 2022 Fiscal Year-End
The following table sets forth unexercised and unvested share options and other share-based awards that were outstanding as of the end of Fiscal 2022 for each named executive officer:
 
​​
Option Awards
​​
Share Awards
Name
​​
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
​​
Number of
Securities
Underlying
Unexercised
Options
Unexercisable (#)
​​
Option
Exercise
Price(1)
($)
​​
Option
Expiration
Date
​​
Number
of Shares or
Units That
Have Not
Yet Vested
(#)
​​
Market
Value of
Shares or
Units of
Shares That
Have Not
Vested
($)(2)
​​
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
have Not
Vested
(#)
​​
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)(2)
John D. Idol
​​
3,803
​​
—
​​
47.10
​​
6/15/2022
​​
—
​​
—
​​
—
​​
—
​
14,503
​​
—
​​
49.88
​​
6/15/2023
​​
—
​​
—
​​
—
​​
—
​
45,937
​​
15,312
​​
67.52
​​
6/15/2025
​​
—
​​
—
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
456,662(3)
​​
23,285,195
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
148,405(4)
​​
7,567,171
​​
—
​​
—
Thomas J. Edwards, Jr.
​​
9,188
​​
3,062
​​
67.52
​​
6/15/2025
​​
—
​​
—
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
128,649(3)
​​
6,559,813
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
29,681(4)
​​
1,513,434
​​
—
​​
—
Jenna Hendricks
​​
—
​​
—
​​
—
​​
—
​​
45,388(3)
​​
2,314,334
​​
—
​​
—
Krista A. McDonough
​​
6,885
​​
—
​​
34.68
​​
6/15/2024
​​
—
​​
—
​​
—
​​
—
​
3,675
​​
1,225
​​
67.52
​​
6/15/2025
​​
—
​​
—
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
76,672(3)
​​
3,909,505
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
19,788(4)
​​
1,008,990
​​
—
​​
—
Daniel T. Purefoy
​​
—
​​
—
​​
—
​​
—
​​
71,542(3)
​​
3,647,927
​​
—
​​
—
Joshua Schulman
​​
—
​​
—
​​
—
​​
—
​​
52,494(5)
​​
2,676,669
​​
—
​​
—
(1)
The share options with an exercise price of (i) $47.10 per share were granted on June 15, 2015 and (ii) $49.88 per share were granted on June 15, 2016 and are immediately exercisable as of the last day of Fiscal 2022. The share options with an exercise price of (i) $34.68 per share were granted on June 15, 2017 and (ii) $67.52 per share were granted on June 15, 2018 and will vest 25% each year over four years on each of the first four anniversaries of the date of grant.
(2)
The aggregate market or payout value of unvested or unearned shares is based on $50.99, which is the closing price of the Company’s ordinary shares on the NYSE on April 1, 2022 (the last business day of Fiscal 2022).
(3)
These RSUs vest 25% each year over four years on each of the first four anniversaries of the date of grant, except for the awards granted to the NEOs on June 15, 2020 and June 15, 2021, which vest in equal installments over three years on the anniversary of the date of grant, in each case, subject to the NEO’s continued employment with the Company through the vesting date, unless the executive officer dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.
(4)
Reflects PRSUs that were deemed earned but not yet vested as of the last day of Fiscal 2022.
(5)
Reflects RSUs that will vest on September 1, 2022, subject to Mr. Schulman's compliance with certain restrictive covenants in accordance with the Schulman Separation Agreement and consistent with his original employment agreement. All other RSUs were forfeited by Mr. Schulman as of the separation date.
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EXECUTIVE COMPENSATION
Option Exercises and Shares Vested During Fiscal 2022
 
​​
Option Awards
​​
Share Awards
Name
​​
Number of
Shares
Acquired
on Exercise
(#)
​​
Value
Realized on
Exercise
($)
​​
Number of
Shares
Acquired
on Vesting
(#)
​​
Value
Realized on
Vesting
($)
John D. Idol
​​
103,801(1)
​​
2,286,599
​​
212,357
​​
11,609,201
Thomas J. Edwards, Jr.
​​
—
​​
—
​​
70,626
​​
3,918,250
Jenna Hendricks
​​
2,762(2)
​​
113,018
​​
11,013
​​
603,283
Krista A. McDonough
​​
—
​​
—
​​
31,661
​​
1,731,395
Daniel T. Purefoy
​​
—
​​
—
​​
60,026
​​
3,041,161
Joshua Schulman
​​
—
​​
—
​​
—
​​
—
(1)
Reflects the exercise in February 2022 of options with a $47.10 exercise price granted in June 2015 that were scheduled to expire on June 15, 2022.
(2)
Reflects the exercise in July 2021 of options with a $12.12 exercise price granted in August 2011 that were scheduled to expire on August 11, 2021.
Fiscal 2022 Non-Qualified Deferred Compensation
Name
​​
Executive
Contributions ($)
in Last FY(1)
(2022)
​​
Registrant
Contributions ($)
in Last FY (2)
(2022)
​​
Aggregate
Earnings/(Losses)
($) in Last FY(3)
(2022)
​​
Aggregate
Withdrawals/
Distributions ($)
​​
Aggregate
Balance ($)
at Last FYE (2022)(4)
John D. Idol
​​
—
​​
—
​​
—
​​
—
​​
—
Thomas J. Edwards, Jr.
​​
—
​​
—
​​
—
​​
—
​​
—
Jenna Hendricks
​​
—
​​
—
​​
2,148
​​
—
​​
50,966
Krista A. McDonough
​​
45,417
​​
—
​​
(1,679)
​​
—
​​
130,706
Daniel T. Purefoy
​​
—
​​
—
​​
—
​​
—
​​
—
Joshua Schulman
​​
—
​​
—
​​
—
​​
—
​​
—
(1)
Amounts shown in this column represent elective salary and/or annual cash incentive deferrals made by NEOs into the Deferred Compensation Plan in Fiscal 2022. All contributions shown are also reported as “Salary” and/or “Non-Equity Incentive Plan Compensation,” as applicable, for Fiscal 2022 in the Summary Compensation Table.
(2)
In Fiscal 2022, the Company did not make any matching contributions to the accounts of employees who participated in the Deferred Compensation Plan.
(3)
Amounts shown in this column represent total investment earnings (losses) under the Deferred Compensation Plan. The Deferred Compensation Plan does not pay above-market or preferential earnings on compensation that is deferred, and the amounts shown in this column are not reported as compensation in the Summary Compensation Table.
(4)
The aggregate balance in this column includes contributions, net of withdrawals and distributions, and total investment earnings (losses) for each NEO under the Deferred Compensation Plan in Fiscal 2022. Amounts shown in this column include amounts that were reported as compensation in the Summary Compensation Table to the extent that such amounts were contributed by the executive or the Company but not to the extent that such amounts represent earnings (losses). See Note (3) above.
See “Compensation Discussion and Analysis—Fiscal 2022 Compensation—Other Compensation” for a description of the Deferred Compensation Plan.
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EXECUTIVE COMPENSATION
Potential Payments Upon Termination of Employment or Change in Control
The following summaries and tables (including the Potential Payments Upon Termination of Employment and Change in Control Table) describe and quantify the potential payments and benefits that would be payable to our named executive officers in connection with termination of employment and/or change in control. In determining amounts payable, we have assumed in all cases that the termination of employment and/or change in control occurred on April 2, 2022 (the last day of Fiscal 2022). The amounts that would actually be paid to our executive officers upon a termination of employment and/or change in control will depend on the circumstances and timing of such termination or change in control.
Regardless of the reason for a named executive officer’s termination of employment, he or she may be entitled to receive certain other amounts or accrued benefits, including unused vacation pay, any vested balance in his or her 401(k) plan and the ability to convert individual life insurance.
Severance Benefits
John D. Idol
Mr. Idol’s employment agreement continues until it is terminated in accordance with its terms. Mr. Idol agreed not to terminate his employment for any reason (other than “Good Reason” (as defined in his employment agreement)) without giving the Company at least six months’ notice.
Mr. Idol’s employment agreement will terminate upon Mr. Idol’s death or “Total Disability” (as defined in his employment agreement) or with Good Reason, subject to certain notice and cure rights. We may terminate Mr. Idol’s employment for Cause (as defined in his employment agreement) upon 10 days’ advance written notice, subject to Mr. Idol having certain rights to meet with the Board, and a majority of the Board must approve his dismissal.
If Mr. Parsons’Idol’s employment is terminated by us without Cause or by him for Good Reason, he will be entitled to receive a pro rata portion of his annual cash incentive (as described under “—Employment Agreements with Our Named Executive Officers—John D. Idol”) that would have been payable in respect of the fiscal year, or part fiscal year, as of the date of termination plus severance equal to two times (1) the sum of his then-current base salary and (2) the annual cash incentive paid or payable to him with respect to the Company’s last full fiscal year, payable in a single lump sum within 30 days following termination as well as payment of any accrued benefits including earned but unpaid base salary, cash incentives and reimbursement of any reimbursable expenses incurred prior to the termination date. If Mr. Idol dies or has a Total Disability, in addition to the accrued benefits referenced above, Mr. Idol (or his estate, as applicable) is entitled to a pro rata portion of his cash incentive that would have been payable to Mr. Idol in respect of such fiscal year as of the date of death or Total Disability. He would also be entitled to a benefit under his whole life insurance policy (currently valued at approximately $5.0 million) and his term life insurance policy (currently valued at approximately $500,000) upon termination due to death. In the event Mr. Idol is terminated for Cause, he is not entitled to receive any compensation or benefits other than for accrued benefits (including base salary earned but not yet paid, vested equity, his annual cash incentive with respect to any performance period that has been completed prior to the termination date, and such other accrued obligations as defined in his employment agreement).
“Good Reason” is defined in Mr. Idol’s employment agreement as:
the assignment of duties or responsibilities that are inconsistent in any material respect with the scope of the duties or responsibilities of his title or position,
the Company’s failure to perform substantially any material term of his employment agreement and such failure, if curable, is not cured within 60 days after the Company receives notice of the breach,
Mr. Idol’s office is relocated more than 50 miles from his then-current office,
the employment agreement is not assumed by any successor-entity to the Company following a change in control (as defined in the Incentive Plan),
Mr. Idol’s duties or responsibilities are significantly reduced, except with respect to any corporate action initiated or recommended by Mr. Idol and approved by the Board, including any succession planning initiated and recommended by Executive,
Mr. Idol is involuntarily removed from the Board (other than in connection with a termination for Cause, voluntary termination without Good Reason, death or Total Disability), or
subject to the terms of the employment agreement, the Board is managing the day-to-day operations of the Company and, after receipt of written notice from Mr. Idol and sufficient time to cease such involvement, the Board continues to do so.
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EXECUTIVE COMPENSATION
“Cause” is defined in Mr. Idol’s employment agreement as Mr. Idol’s:
gross negligence, willful misconduct or dishonesty in performing his duties,
conviction of a felony (other than a felony involving a traffic violation),
commission of a felony involving fraud or other business crime against the Company or any of its subsidiaries, or
breach of the no-hire, confidentiality or non-compete covenants contained in his employment agreement if such breach, if curable, is not cured within 30 days after written notice of such breach.
Thomas J. Edwards, Jr.
Mr. Edwards’ employment agreement continues until it is terminated in accordance with its terms. Mr. Edwards agreed not to terminate his employment for any reason (other than “Good Reason” (as defined in his employment agreement)) without giving the Company at least two months’ notice.
If Mr. Edwards’ employment is terminated by us without “Cause” (as defined in his employment agreement) or by Mr. ParsonsEdwards for Good Reason“Good Reason” (as defined in his employment agreement), he will be entitled to receive severance pay equal to the sum$800,000 (which equates to one year of his then current base salary plusprior to the bonus paidvoluntary reduction in salary applicable to him by us for the most recent fiscal year,Mr. Edwards due to COVID-19), payable in equal installments over a one yearsuch one-year period consistent with our payroll practice and continuation of medical, dental and insurance benefits, subject to offset for any compensation and benefits that he receives from other employment during the severance period and his execution of a release of claims.
“Good Reason” is defined in Mr. Parsons’Edwards’ employment agreement as:
as a significant reduction of his duties or responsibilities relating to the position of Chief Financial Officer, except with respect to any Company action initiated or recommended by him and approved by the Board, or a material breach by the Company of its obligations under thehis employment agreement, in each case, that is not curedit has failed to cure (as determined by the Company acting in good faith) within 30 days following notice of such breach; or
a material diminution during the term of Mr. Parsons’ title, duties or responsibilities.notice.
“Cause” is defined in Mr. Parsons’Edwards’ employment agreement as Mr. Parsons’Edwards’:
material breach of his obligations under his employment agreement that is not cured within 30 days following notice of such breach;breach,
insubordination or refusal to perform his duties under his employment agreement for at least five days following notice from the Company;Company,
gross negligence, willful misconduct or dishonesty in performing his duties or with respect to the Company or any of its affiliates or licensees, or any of their respective businesses, assets or employees,
commission of a fraud or theft against the Company or any of its affiliates or licensees or his conviction for the commission of, or aiding or abetting, a felony or of a fraud or a crime involving moral turpitude or a business crime;crime, or
possession or use of illegal drugs or prohibited substances, the excessive drinking of alcoholic beverages on a recurring basis which impairs his ability to perform his duties under his employment agreement, or the appearance during hours of employment on a recurring basis of being under the influence of such drugs, substances or alcohol.
Mr. Parsons is obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Mr. Parsons has also agreed not to compete with us for one year after the termination of his employment and has agreed not to hire, for a two-year period following the termination of his employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.


54 | MICHAEL KORS
2016 Proxy Statement



Cathy Marie RobinsonJenna Hendricks
Ms. Robinson’sHendricks’ employment agreement continues until it is terminated in accordance with its terms. Ms. Hendricks agreed not to terminate her employment for any reason (other than “Good Reason” (as defined in her employment agreement)) without giving the Company at least 90 days’ notice.
If Ms. Robinson’sHendricks’ employment is terminated by us without Cause“Cause” (as defined in her employment agreement) or by Ms. RobinsonHendricks for Good Reason“Good Reason” (as defined in her employment agreement), she will be entitled to receive severance pay equal to one year of her then current base salary,$500,000, payable in equal installments over such one year period consistent with our payroll practice and continuation of medical, dental and insurance benefits, subject to offset for any compensation and benefits that she receives from other employment during the severance period and her execution of a release of claims.
“Good Reason” is defined in Ms. Robinson’sHendricks’ employment agreement as a significant reduction of her duties or responsibilities relating to the role of Chief People Officer, except with respect to any action initiated by Ms. Hendricks and approved by the Company, or a material breach by the Company of its obligations under theher employment agreement that is not cured within 30 days following notice of such breach.
CAPRI HOLDINGS
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EXECUTIVE COMPENSATION
“Cause” is defined in Ms. Robinson’sHendricks’ employment agreement as Ms. Robinson’s:
Hendricks’:
material breach of her obligations under her employment agreement that is not cured within 30 days following notice of such breach;breach,
insubordination or refusal to perform her duties under her employment agreement for at least five days following notice from the Company;Company,
gross negligence, willful misconduct or dishonesty in performing her duties under the employment agreement or with respect to the Company or any of its affiliates or licensees, or any of their respective businesses, assets or employees;employees,
commission of a fraud or theft against the Company or any of its affiliates or licensees or her conviction for the commission of, or aiding or abetting, a felony or of a fraud or a crime involving moral turpitude or a business crime;crime, or
possession or use of illegal drugs or prohibited substances, the excessive drinking of alcoholic beverages on a recurring basis which impairs her ability to perform her duties under her employment agreement, or the appearance during hours of employment on a recurring basis of being under the influence of such drugs, substances or alcohol.

Krista A. McDonough
Ms. Robinson is obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Ms. Robinson has also agreed not to compete with us for one year after the termination of her employment and has agreed not to hire, for a two-year period following the termination of her employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
Pascale Meyran
Ms. Meyran’sMcDonough’s employment agreement continues until it is terminated in accordance with its terms. Ms. McDonough agreed not to terminate her employment for any reason (other than “Good Reason” (as defined in her employment agreement)) without giving the Company at least four weeks’ notice.
If Ms. Meyran’sMcDonough’s employment is terminated by us without Cause“Cause” (as defined in her employment agreement) or by Ms. MeyranMcDonough for Good Reason“Good Reason” (as defined in her employment agreement), she will be entitled to receive severance pay equal to one year of her then current base salary,$550,000, payable in equal installments over such one year period consistent with our payroll practice and continuation of medical, dental and insurance benefits, subject to offset for any compensation and benefits that she receives from other employment during the severance period and her execution of a release of claims.


55 | MICHAEL KORS
2016 Proxy Statement



“Good Reason” is defined in Ms. Meyran’sMcDonough’s employment agreement as a material breach by the Company of its obligations under theher employment agreement that is not cured within 30 days following notice of such breach.
“Cause” is defined in Ms. Meyran’sMcDonough’s employment agreement as Ms. Meyran’s:
McDonough’s:
material breach of her obligations under her employment agreement that is not cured within 30 days following notice of such breach;breach,
insubordination or refusal to perform her duties under her employment agreement for at least five days following notice from the Company;Company,
misconduct with respect to the Company or any of its affiliates or licensees, or any of their respective businesses, assets or employees;employees,
commission of a fraud or theft against the Company or any of its affiliates or licensees or her conviction for the commission of, or aiding or abetting, a felony or of a fraud or a crime involving moral turpitude or a business crime;crime, or
possession or use of illegal drugs or prohibited substances, the excessive drinking of alcoholic beverages on a recurring basis which impairs her ability to perform her duties under her employment agreement, or the appearance during hours of employment on a recurring basis of being under the influence of such drugs, substances or alcohol.
Ms. MeyranDaniel T. Purefoy
Mr. Purefoy’s employment agreement continues until it is obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Ms. Meyran has alsoterminated in accordance with its terms. Mr. Purefoy agreed not to compete withterminate his employment for any reason (other than “Good Reason” (as defined in his employment agreement)) without giving the Company at least two months’ notice.
If Mr. Purefoy’s employment is terminated by us without “Cause” (as defined in his employment agreement) or by Mr. Purefoy for “Good Reason” (as defined in his employment agreement), he will be entitled to receive severance pay equal to $400,000 (which equates to one year afterof his base salary prior to the terminationvoluntary reductions in salary applicable to Mr. Purefoy due to COVID-19), payable in equal installments over such one year period consistent with our payroll practice and continuation of hermedical, dental and insurance benefits, subject to offset for any compensation and benefits that he receives from other employment during the severance period and has agreedhis execution of a release of claims.
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EXECUTIVE COMPENSATION
“Good Reason” is defined in Mr. Purefoy’s employment agreement as the significant reduction of his duties or responsibilities relating to his position, except with respect to any action initiated or recommended by Mr. Purefoy and approved by the Company, or a material breach by the Company of its obligations under his employment agreement that is not cured within 30 days following notice of such breach.
“Cause” is defined in Mr. Purefoy’s employment agreement as Mr. Purefoy’s:
material breach of his obligations under his employment agreement that is not cured within 30 days following notice of such breach,
insubordination or refusal to hire,perform his duties under his employment agreement for a two-year periodat least five days following notice from the termination of herCompany,
gross negligence, willful misconduct or dishonesty in performing his duties under his employment any person who was employed or retained byagreement with respect to the Company or any of its affiliates or licensees, or any of their respective businesses, assets or employees,
commission of a fraud or theft against the Company or any of its affiliates or licensees or his conviction for the commission of, or aiding or abetting, a felony or of a fraud or a crime involving moral turpitude or a business crime, or
possession or use of illegal drugs or prohibited substances, the excessive drinking of alcoholic beverages on a recurring basis which impairs his ability to perform his duties under his employment agreement, or the appearance during hours of employment on a recurring basis of being under the influence of such drugs, substances or alcohol.
Joshua Schulman
On March 7, 2022, Mr. Schulman was terminated without “Cause” as defined in his employment agreement. In connection with Mr. Schulman’s separation of employment with the Company, the Company and Mr. Schulman entered into the Schulman Separation Agreement which provided for the following payments and benefits and are the same severance benefits that were provided for under Mr. Schulman’s underlying employment agreement:
Continued payment of Mr. Schulman’s base salary (at a rate of $1,300,000) for a period of two (2) years,
Payment equivalent to two (2) years of his target annual cash incentive (using a base salary of $1,300,000 and a target of 200%),
Payment of $700,000 as a guaranteed bonus for Fiscal 2022 (the “FY 22 Guaranteed Bonus”) plus an additional payment, based on actual Fiscal 2022 performance, to the extent actual performance results in a bonus payment in excess of the FY 22 Guaranteed Bonus, and pro-rated for the portion of Fiscal 2022 that Mr. Schulman was actually employed by the Company (28 out of 53 weeks) (the “FY 22 Additional Pro Rata Bonus”), and
Continued vesting of Mr. Schulman’s unvested restricted share units that have a vesting date within 12 months of the one-yearseparation date.
All payments under the Schulman Separation Agreement will be made less applicable tax withholdings and payroll deductions.
The Schulman Separation Agreement also contains a mutual release of claims, mutual non-disparagement provisions and requires that Mr. Schulman comply with confidentiality and non-solicitation restrictive covenants. The Company also agreed to reduce Mr. Schulman’s non-compete obligations to a six-month period immediately preceding such employmentexpiring on September 2, 2022.
This below table summarizes amounts owed or retention.paid to Mr. Schulman under the Schulman Separation Agreement, updated for the Company’s actual financial results in Fiscal 2022:
Compensation and Benefits due to Joshua Schulman under the Schulman Separation Agreement
​​
Salary Continuation Severance Payments(1)(2)
​​
$2,600,000
Health and Other Benefits Continuation
​​
$—
Annual Cash Incentive Continuation Severance Payments(1)(2)
​​
$5,200,000
FY 22 Guaranteed Bonus(3)
​​
$700,000
FY 22 Additional Pro Rata Bonus(3)
​​
$567,925
Intrinsic Value of Unvested LTI Awards that Continued Vesting upon Termination(4)
​​
Stock Options
​​
$—
RSUs(5)
​​
$2,676,669
Total
​​
$11,744,594
(1)
Payments will be made over two years.
CAPRI HOLDINGS
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EXECUTIVE COMPENSATION
(2)
Pro rata portion of salary continuation severance payments and annual cash incentive continuation severance payments from the separation date through the last day of Fiscal 2022 are shown in the Summary Compensation Table as “All Other Compensation.”
(3)
The FY 22 Guaranteed Bonus is reported in the Summary Compensation Table as “Bonus,” and the FY 22 Additional Pro Rata Bonus is reported in in the Summary Compensation Table as “All Other Compensation.”
(4)
The intrinsic value of RSUs is the number of shares expected to vest multiplied by $50.99, which is the closing price of the Company’s ordinary shares on the NYSE on April 1, 2022 (the last business day of Fiscal 2022).
(5)
Reflects RSUs that will vest on September 1, 2022, subject to Mr. Schulman’s compliance with certain restrictive covenants in accordance with the Schulman Separation Agreement. The number of RSUs that will vest represent 20% of Mr. Schulman’s “Share Awards,” as reported in the Summary Compensation Table. All other RSUs were forfeited by Mr. Schulman as of the separation date.
Change in Control Benefits
If a change in control were to have occurred on April 2, 2022, and none of our named executive officers were terminated, there would have been no payments due to our named executive officers under our Incentive Plan or their respective employment agreements. We do not provide our named executive officers with any single-trigger change in control payments or benefits unless, in the event of a change in control, the successor corporation does not assume (or substitute on a substantially equivalent basis) the awards issued under the Incentive Plan or assume the obligations under the applicable employment agreement. If awards are assumed or substituted, the Incentive Plan provides for double-trigger vesting if the employee is terminated in certain limited circumstances within 24 months following a change in control.
In the event of a change in control wereof the Company, with respect to each outstanding award, such outstanding award will, except as otherwise set forth in the Incentive Plan, continue in effect, or be assumed or an equivalent award substituted by a successor company, and unless otherwise provided in an award agreement prior to June 25, 2020, the portion of any such award subject to performance-based vesting (including, without limitation, any PRSUs) will have any performance goals or other performance-based conditions deemed to be achieved at the target level of performance and any performance period deemed to have occurred on April 2, 2016, and none of our named executive officers were terminated, there would have been no payments dueexpired, but will continue to our named executive officers underbe subject to time-based vesting in accordance with the same time-based vesting schedule that applied to the award immediately prior to the change in control without any of our plans or employment agreements. Each named executive officer’sperformance-based condition. In addition, each NEO’s share options and other share-based awards granted pursuant to the Incentive Plan will become 100% vested in connection with any termination by us without “cause” or by the executive for “good reason” (each as defined in the Incentive Plan) that occurs within 24 months following a change in control.
A “change in control.” A "change in control"control” is generally defined in the Incentive Plan and/or the executive’s employment agreement as:
during any 24-month period, the individuals serving on the Board cease to comprise a majority of the Board;Board,
the acquisition by a third party of securities representing 30% or more of the voting power of the Company;


56 | MICHAEL KORS
2016 Proxy Statement



Company,
the consummation of a merger, consolidation or similar corporate transaction that requires approval of the Company’s shareholders, unless: (i) more than 50% of the voting power is retained by the holders of the voting securities immediately prior to the transaction, (ii) no person acquires securities of the Company representing more than 30% of the total voting power of the Company, and (iii) at least a majority of the directors on the Board were the same as those serving immediately prior to the transaction;transaction, or
the shareholders of the Company approve a complete liquidation of the Company or sale of substantially all of the assets of the Company.
No named executive officer has any right to receive a “gross up” for any excise tax imposed by Section 4999 of the U.S. Internal Revenue Code, or any other U.S. federal, state or local income tax.
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EXECUTIVE COMPENSATION
Treatment of Long-Term Equity Incentives Upon Termination or Change in Control
In general, unless stated otherwise in an employment agreement, the share options and other share-based awards granted to our named executive officers under the Incentive Plan would have been treated as follows in the event of termination or change in control in Fiscal 2016:2022:
Reason for Termination
​​
Impact on Equity Awards
Voluntary by Executive (without Good Reason and No(No Grounds for Company to Terminate for Cause)
​​
Unvested share options, restricted shares/unitsRSUs and PRSUs are forfeited

Vested share options are exercisable for 30 days following termination
By Company without Cause/By Executive with Good ReasonCause
​​
Unvested share options, restricted shares/unitsRSUs and PRSUs are forfeited

Vested share options are exercisable for 90 days following termination
By Company for Cause
​​
Vested but unexercised share options and unvested share options are forfeited and unvested restricted shares/unitsRSUs and PRSUs are forfeited
Death or Disability
​​
UnvestedAll unvested share options restricted shares/units and RSUs will vest in full and unvested PRSUs are forfeited
will vest at target
Vested share options are exercisable by executive or beneficiary (as applicable) for one year following death or disability
Beginning with (or, if earlier, the grants to our named executive officersexpiration date set forth in June 2016, upon death or disability, all unvestedthe applicable award agreement)
Retirement (at least age 60 plus at least 10 years of service)
​​
Unvested share options and RSUs will continue to vest in full and unvestedon the applicable vesting schedule
Unvested PRSUs will vest at target. the end of the performance period based on actual performance on a pro rata basis based on the number of completed months worked during the performance period
Vested share options will continue to beare exercisable by executive or beneficiary (as applicable) for one yearfour years following such death or disabilityretirement (or, if earlier, the expiration date set forth in the applicable award agreement)
Termination on (or within 24 months of) Change in Control by Company without Cause or by Executive with Good Reason
​​
Vesting of unvested share options will be accelerated and remain fully exercisable for a two-year period (or, if earlier, the expiration date set forth in the applicable award agreement)

Unvested restricted shares/unitsRSUs will fully vest and all restrictions, limitations and conditions will lapse
Unvested PRSUs will be earned and payable based on achievement of performance goals or based on target performance and all restrictions, limitations and conditions will lapse
Change in Control without Termination
​​
There is no single-trigger accelerated vesting of any awards issued to date, except for single trigger vesting of awards ifunless the successor corporation does not assume (or substitute on a substantially equivalent basis) the awards
Unvested PRSUs will vest at target and any performance conditions and performance periods will lapse, but the awards will continue to be subject to time-based vesting in accordance with the same time-based vesting schedule that applied to the award immediately prior to the change in control, unless otherwise provided in an award agreement prior to June 25, 2020
In addition, beginning with grants to our named executive officers in June 2016, if a named executive officer retires from the Company at the age of at least 60 years old and having completed at least 10 years of service, such executive will continue to vest in all outstanding equity awards on the vesting schedule set forth in the applicable award agreement, including, with respect to PRSUs, at the end of the performance period on a pro rata basis based on the number of days worked during the performance period.


57 | MICHAEL KORS
2016 Proxy Statement



Potential Payments Upon Termination of Employment and Change in Control Table
The Potential Payments Upon Termination of Employment and Change in Control Table setsTables below set forth the estimated payments and benefits that would be due to each of the named executive officers in the event of a termination of employment or change in control of the Company as of April 2, 20162022 (the last day of Fiscal 2016)2022). Because termination is assumed to have occurred on the last day of Fiscal 2022, the amounts presented in the tables below assume all accrued obligations (including base salary earned but not yet paid, vested equity, any annual cash incentive with respect to any performance period that has been completed prior to the termination date, and any other accrued obligations as defined in an executive’s employment agreement) have been paid as of the termination of employment or change of control date. These estimates are merely illustrative of the impact of hypothetical events, based on the terms of arrangements then in effect. The amounts to be payable upon an actual termination of employment can only be determined at the time of such event, based on the facts and circumstances then prevailing.
Regardless of the reason for a named executive officer’s termination of employment, he or she may be entitled to receive certain other amounts or accrued benefits, including unused vacation pay and any vested balance in his or her 401(k) plan and the ability to convert individual life insurance.or deferred compensation plan.
Mr. KorsSchulman has been omitted from this tablethese tables because Mr. Kors may he was not be terminated employed by us other than for Cause (as defined in his employment agreement) and any termination by us will not result in any severance benefits payable to him.as of the last day of Fiscal 2022. Please see the discussion above under “—Severance Benefits—Michael KorsJoshua Schulman” ” and under “—Treatment of Long-Term Incentives Upon Termination or Change in Control”for the estimatedactual amounts that would bepaid or payable to him in certain termination scenarios.pursuant to the Schulman Separation Agreement.
CAPRI HOLDINGS
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67
Name Benefit 
By the Company Without
Cause/By the Executive
for Good Reason ($)
 
Termination By the Company
Without Cause/By the Executive for
Good Reason on or within 24 months
following a Change in Control ($)
John D. Idol 
Cash Severance(1)
 12,000,000 12,000,000
  Plan Benefits — —
  
Share Options(2)
 — 1,062,051
  
Restricted Shares/Units(3)
 — 13,234,360
  Total 12,000,000 26,296,411
Joseph B. Parsons 
Cash Severance(4)
 1,200,000 1,200,000
  Plan Benefits — —
  
Share Options(2)
 — 254,893
  
Restricted Shares/Units(3)
 — 3,382,196
  Total 1,200,000 4,837,089
Cathy Marie Robinson 
Cash Severance(5)
 450,000 450,000
  
Plan Benefits(6)
 14,125 14,125
  
Share Options(2)
 — 84,961
  
Restricted Shares/Units(3)
 — 4,070,563
  Total 464,125 4,616,649
Pascale Meyran 
Cash Severance(5)
 500,000 500,000
  
Plan Benefits(6)
 14,125 14,125
  
Share Options(2)
 — 99,124
  
Restricted Shares/Units(3)
 — 1,348,138
  Total 514,125 1,961,387


TABLE OF CONTENTS

EXECUTIVE COMPENSATION
John Idol
​​
Voluntary
Termination
​​
Retirement
​​
Disability
​​
Death
​​
Cause
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason on
or within
24 months of
Change in
Control
Cash Severance(1)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$6,750,000
​​
$6,750,000
Annual Incentive
Compensation(2)
​​
—
​​
—
​​
$4,860,000
​​
$4,860,000
​​
—
​​
$4,860,000
​​
$4,860,000
Benefits(3)
​​
—
​​
—
​​
—
​​
$5,500,000
​​
—
​​
—
​​
—
Vesting of Annual Long-Term Incentives(4)
​​
$30,852,366
​​
$30,852,366
​​
$30,852,366
​​
$30,852,366
​​
—
​​
$30,852,366
​​
$30,852,366
Total
​​
$30,852,366
​​
$30,852,366
​​
$35,712,366
​​
$41,212,366
​​
$​0
​​
$42,462,366
​​
$42,462,366
Thomas J. Edwards, Jr.
​​
Voluntary
Termination
​​
Retirement
​​
Disability
​​
Death
​​
Cause
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason on
or within
24 months of
Change in
Control
Cash Severance(5)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$800,000
​​
$800,000
Annual Incentive
Compensation
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Benefits(6)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$11,838
​​
$11,838
Vesting of Annual Long-Term Incentives(7)
​​
—
​​
—
​​
$8,073,247
​​
$8,073,247
​​
—
​​
—
​​
$8,073,247
Total
​​
$0
​​
$0
​​
$8,073,247
​​
$8,073,247
​​
$0
​​
$811,838
​​
$8,885,085
Jenna Hendricks
​​
Voluntary
Termination
​​
Retirement
​​
Disability
​​
Death
​​
Cause
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason on
or within
24 months of
Change in
Control
Cash Severance(5)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$500,000
​​
$500,000
Annual Incentive
Compensation
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Benefits(6)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$557
​​
$557
Vesting of Annual Long-Term Incentives(7)
​​
—
​​
—
​​
$2,314,334
​​
$2,314,334
​​
—
​​
—
​​
$2,314,334
Total
​​
$0
​​
$0
​​
$2,314,334
​​
$2,314,334
​​
$0
​​
$500,557
​​
$2,814,891
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EXECUTIVE COMPENSATION
Krista A. McDonough
​​
Voluntary
Termination
​​
Retirement
​​
Disability
​​
Death
​​
Cause
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason
​​
By the
Company
Without
Cause or by
Executive with
Good Reason
on or within
24 months of
Change in
Control
Cash Severance(5)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$550,000
​​
$550,000
Annual Incentive
Compensation
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Benefits(6)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$17,971
​​
$17,971
Vesting of Annual Long-Term Incentives(7)
​​
—
​​
—
​​
$4,918,495
​​
$4,918,495
​​
—
​​
—
​​
$4,918,495
Total
​​
$0
​​
$0
​​
$4,918,495
​​
$4,918,495
​​
$0
​​
$567,971
​​
$5,486,466
Daniel T. Purefoy
​​
Voluntary
Termination
​​
Retirement
​​
Disability
​​
Death
​​
Cause
​​
By the
Company
Without
Cause or by
Executive
with Good
Reason
​​
By the
Company
Without
Cause or by
Executive with
Good Reason
on or within
24 months of
Change in
Control
Cash Severance(5)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$400,000
​​
$400,000
Annual Incentive
Compensation
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Benefits(6)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
$19,862
​​
$19,862
Vesting of Annual Long-Term Incentives(7)
​​
—
​​
—
​​
$3,647,927
​​
$3,647,927
​​
—
​​
—
​​
$3,647,927
Total
​​
$0
​​
$0
​​
$3,647,927
​​
$3,647,927
​​
$0
​​
$419,862
​​
$4,067,789
(1)
Reflects severance pay equal to two times the sum of his then currentof: (i) $1.35 million (which equals base salary Mr. Idol is contractually entitled to without giving effect to any voluntary reduction in base pay) and (ii) the annual bonuscash incentive paid or payable to him with respect to the Company’s last full fiscal year (fiscal 2015)ended prior to the termination date (Fiscal 2021), payable in a single lump sum within 30 days following the date of termination. Because Mr. Idol's severance calculationtermination is based his bonus earned inassumed to have occurred on the immediately prior fiscal year,last day of Fiscal 2022, the cash severance reflectedamounts presented in this row includes the full year bonus ($5 million) that he receivedassume all accrued obligations under his priorMr. Idol’s employment agreement.agreement have been paid.
(2)
Represents payment of the valueannual cash incentive for Fiscal 2022 which executive is entitled to pursuant to his employment agreement in the event of unvested share options that will become fully vested and exercisabledeath or total disability or upon a termination by the Company without “cause” or by Mr. Idol for “good reason.” Because termination is assumed to have occurred on the namedlast day of Fiscal 2022, the amounts presented in this row assume all accrued obligations with respect to any cash incentive payment for a completed fiscal period which may be due and owing to Mr. Idol under other termination scenarios under his employment agreement have been paid.
(3)
Mr. Idol is entitled to a death benefit of $5.0 million and $500,000 under his whole life insurance policy and term life insurance policy, respectively.
(4)
Excludes awards that are already vested as of April 2, 2022 and out of the money unvested options. Mr. Idol is retirement eligible under the Incentive Plan and the amount in this row represents the value associated with the acceleration or continuation (as the case may be) of the vesting of equity awards pursuant to the terms of the Incentive Plan, using $50.99 per share, which is the closing price of the Company’s ordinary shares on the NYSE on April 1, 2022 (the last business day of Fiscal 2022).
(5)
Reflects severance pay equal to one year of executive’s Fiscal 2022 base salary (without giving effect to any reduction) payable in equal installments over a one-year period consistent with our payroll practices pursuant to the terms of executive’s employment agreement.
(6)
Represents the cost of continuation of medical, dental, and basic life and accidental death and dismemberment insurance benefits for executive officerfor one year to the extent the NEO is entitled to benefits continuation pursuant to the terms of executive’s employment agreement.
(7)
Excludes awards that are already vested as of April 2, 2022 and out of the money unvested options. Represents the value of accelerated vesting for awards that will become fully vested and exercisable upon death or disability or a termination by the Company without “cause” or by the NEO for “good reason” within 24 months following a change in control, pursuant to the terms of the Incentive Plan.Plan, using $50.99 per share, which is the closing price of the Company’s ordinary shares on the NYSE on April 1, 2022 (the last business day of Fiscal 2022).


58 | MICHAEL KORSCAPRI HOLDINGS
​2016 Proxy Statement​
69



(3)
Represents the value of unvested restricted shares or RSUs and unearned PRSUs that will become fully vested or earned upon a termination by the Company without “cause” or by the named executive officer for “good reason” within 24 months following a change in control, pursuant to the terms of the Incentive Plan. The payout for unearned PRSUs reflected in this row is based on achieving maximum performance for the Fiscal 2016 performance period and target performance goals for any PRSUs that vest with respect to any other performance period and represents the market value as of the last trading day of Fiscal 2016.
(4)
Reflects severance pay equal to the sum of his then current base salary plus the bonus paid to him by us for the last full fiscal year (fiscal 2015), payable in equal installments over a one year period consistent with our payroll practice.
(5)
Reflects severance pay equal to one year current base salary payable in equal installments over a one year period consistent with our payroll practice.
(6)
Reflects the cost of continuation of medical and insurance benefits for one year.

TABLE OF CONTENTS

CEO Pay Ratio
DIRECTOR COMPENSATIONWe are a global fashion luxury group operating in three principal geographic markets: the Americas (including North America, Latin America and the Caribbean), Europe and Asia. Presented below is the ratio of the annual total compensation paid to John D. Idol, our Chief Executive Officer, in Fiscal 2022 to the annual total compensation of our median employee, excluding Mr. Idol’s compensation. This ratio is a reasonable estimate calculated in compliance with Item 402(u) of Regulation S-K of the Securities Act.
Methodology
The methodology and the material assumptions, adjustments and estimates that we used to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” were as follows:
We selected February 1, 2022 as the date on which to determine our median employee.
As of the determination date, we employed approximately 13,575 employees, consisting of approximately 10,240 full-time employees and approximately 3,335 part-time employees. Out of the total employee population as of the determination date, approximately 10,124 were engaged in retail selling or administrative positions.
We relied on the de minimis exemption provided for under the pay ratio disclosure rules which permit us to exclude non-U.S. employees constituting less than 5% of the total employee population from the median employee calculation.
We excluded 678 employees (representing 4.99% of our total employee population, excluding the CEO, as of February 1, 2022) from 14 countries as follows: 349 employees in Spain, 119 employees in Taiwan, China, 21 employees in Czechia, 48 employees in Poland, 34 employees in Hungary, 9 employees in Romania, 42 employees in Malaysia, 10 employees in Latvia, 16 employees in Panama, 9 employees in Chile, 7 employees in Aruba, 5 employees in Colombia, 5 employees in Barbados and 4 employees in St. Maarten.
We analyzed the actual total earnings compiled from our payroll records for the one-year period ending December 31, 2021 to determine the median employee. Actual earnings included base pay, overtime compensation, bonuses and other incentive pay (including commissions, fringe benefits and 401(k) match).
We annualized the compensation of the employees who were hired during the applicable period, but who did not work for us during the entire 12 months.
We did not make any cost-of-living adjustments to adjust for employees living outside of New York City.
For employees in foreign jurisdictions, we converted amounts paid in local currencies to U.S. dollars using the exchange rate as of February 1, 2022.
Calculation
We determined that our median employee was a part-time, hourly retail sales assistant located in the United States.
The estimated annual total compensation for our median employee was $27,198.
Fiscal 2022 annual total compensation for our Chief Executive Officer as set forth in the Summary Compensation Table was $14,737,831.
The estimated ratio of our Chief Executive Officer’s annual total compensation to our median employee’s total compensation for Fiscal 2022 was 542 to 1.
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Director Compensation
Director Compensation Generally
Non-employee directors receive annual cash compensation comprised primarily of an annual cash retainer (including additional cash retainers for the lead director and feescommittee chairs) and additional cash compensation for each meeting attended including a travel fee for intercontinental travel. Forcommittee service. Due to the impact of COVID-19, during Fiscal 2016,2022, directors earned 90% of their pre-COVID-19 annual cash compensation through January 31, 2022. Thereafter, from February 1, 2022 through the conclusion of Fiscal 2022, director cash compensation was increased above pre-COVID-19 levels based on an analysis of director compensation for our non-employee directors was as follows:peers prepared by our compensation consultant, WTW.
 
​​
Pre-COVID-19
​​
Fiscal 2022
(through January 31,
2022)
​​
Fiscal 2022
(with effect from
February 1, 2022)
Annual Cash Retainer
​​
$90,000
​​
$81,000
​​
$100,000
Additional Cash Retainers
​​
 
​​
 
​​
 
Lead Director
​​
$40,000
​​
$36,000
​​
$50,000
Audit Committee Chair
​​
$30,000
​​
$27,000
​​
$35,000
Compensation and Talent Committee Chair
​​
$25,000
​​
$22,500
​​
$30,000
Governance, Nominating and CSR Committee Chair
​​
$25,000
​​
$22,500
​​
$30,000
Committee Cash Service Payment
​​
$12,500 per committee
​​
$11,250 per committee
​​
$12,500 per committee
Travel Fee
​​
$3,000 per intercontinental
trip to Board meeting
​​
$3,000 per intercontinental
trip to Board meeting(1)
​​
$3,000 per intercontinental
trip to Board meeting(1)
(1)
Annual Retainer$70,000
Additional Retainers
Lead Director$40,000
Audit Committee Chair$30,000
 Compensation and Talent Committee Chair$25,000
 Governance and Nominating Committee Chair$25,000
Meeting Attendance
There was no international travel for the Board of Directors Meeting$1,500 per meeting
   Committee Meeting$500 per meeting*
Travel Fee$3,000 per trip*during Fiscal 2022 due to COVID-19.
____________________
*Committee meeting fees and travel fees did not take effect until second half of Fiscal 2016.
Directors who are employees receive no additional compensation for their services as directors. A portion of Messrs. Kors’ andJohn D. Idol’s annual base salary, equal to one-fourth of the amount of the annual retainer and meeting fees paid to the Company’s independent directors, is payable to each of themhim by MKHLthe Company on a quarterly basis at the same time such retainer and meeting payments areis paid to the independent directors of the Company. This is not additional compensation for either of themMr. Idol and is merely an allocation of salary for services as a director from the U.S. entity that employs themhim to the public company.Company for his services as a director of the Company.
In addition to the annual cash fees set forth in the table above, each non-employee director is entitled to receive an annual grant of restricted share unitsRSUs under our Incentive Plan with a fair value at the time of grant equal to approximately $150,000, which generally cliff vests on the earlier of the one year anniversary of the date of grant or the Company’s annual shareholder meeting that occurs in the calendar year following the date of grant. Non-employee directors may defer settlement of the restricted share unitsRSUs beyond the vesting date in accordance with Section 409A of the U.S. tax code.Code. Our annual equity grants to non-employee directors are made on the date of the annual meeting of shareholders. AnyGenerally, any non-employee director appointed to our Board subsequent to the date of the annual meeting of shareholders shall be issued,is granted, on the date of such appointment, a pro rata portion of the annual equity grant based on the time between the director’s date of appointment and the next annual meeting of shareholders.


59 | MICHAEL KORS
2016 Proxy Statement



Our directors are permitted to use the Company aircraft to travel to and from Board and committee meetings, and we reimburse our non-employee directors for reasonable travel and other related expenses in connection with such meetings. Non-employee directors (like all of our eligible full-time employees) are also provided with a merchandise discount on our products.
CAPRI HOLDINGS
​​
71

TABLE OF CONTENTS

DIRECTOR COMPENSATION
Director Compensation Table
The following table sets forth the amount of compensation earned by each of our non-employee directors for service on our Board during Fiscal 2016:2022:
Name 
Fees
Earned or
Paid in
Cash ($)
 
Share Awards      
($)(1)(2)
 Total ($)
M. William Benedetto 178,000 149,989 327,989
Judy Gibbons 81,000 149,989 230,989
Ann McLaughlin Korologos 118,500 149,989 268,489
Stephen Reitman 112,750 149,989 262,739
Jane Thompson 104,500 149,989 254,489
Jean Tomlin 99,750 149,989 249,739
 _____________________________________
Name
​​
Fees
Earned or
Paid in
Cash ($)
​​
Share Awards
($)(1)(2)
​​
All Other
Compensation
​​
Total
($)
M. William Benedetto
​​
51,667
​​
—
​​
66,672(3)
​​
118,339
Marilyn Crouther
​​
97,500
​​
150,000
​​
—
​​
247,500
Robin Freestone
​​
175,833
​​
150,000
​​
—
​​
325,833
Judy Gibbons
​​
142,500
​​
150,000
​​
—
​​
292,500
Ann Korologos
​​
116,667
​​
150,000
​​
—
​​
266,667
Stephen F. Reitman
​​
116,667
​​
150,000
​​
—
​​
266,667
Jane Thompson
​​
116,667
​​
150,000
​​
—
​​
266,667
Jean Tomlin
​​
142,500
​​
150,000
​​
—
​​
292,500
(1)
The amounts reported in this column reflect the aggregate grant date fair value computed in accordance with Accounting Standards Codification topic 718, “Stock Compensation,” as issued by the Financial Accounting Standards Board (disregarding any forfeiture assumptions). These values have been determined based on the fair market value on the date of grant for each award. The weighted-averageweighted average assumptions for Fiscal 2016 equityshare-based awards are set forth in Note 1516 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2016.2022.
(2)
These RSUs generally vest on the earlier of the one year anniversary of the date of grant or the Company’s annual shareholder meeting that occurs in the calendar year following the date of grant, except wherebut settlement ismay be deferred in accordance with Section 409A of the U.S. tax code.Code.
(3)
Mr. Benedetto did not stand for re-election at our 2021 Annual Meeting and ceased to be a Director of the Company on July 28, 2021. At that same time, Mr. Benedetto was engaged to provide consulting on an as-needed basis for a one-year period in order to assist with transitioning the role of independent Lead Director, on-boarding new Board candidates (i.e., Ms. Crouther), and otherwise serving as an advisor to the Chairman.
Director Share Ownership Guidelines
We have share ownership guidelines for our non-employee directors, which provide that each non-employee director must attain ownership of an amount of shares equal to at least five times his or herthe annual cash retainer for directors within five years from the date such non-employee director is appointed to the Board.
Independent Director Share Ownership at Fiscal Year End
As of the end of Fiscal 2016,2022, each non-employee director held ordinary shares and/or unvested RSUs in accordance with our share ownership guidelines as follows:
Name
​​
Ordinary Shares
​​
Meets Guidelines
NameOrdinary SharesMeets Guidelines
M. William Benedetto10,901ü
Judy Gibbons6,895ü
Ann McLaughlin Korologos5,019
ûMarilyn Crouther(1)
Stephen Reitman​7,501ü
Jane Thompson1,048​
û(2)3,035
​​
✘
Robin Freestone
​​
16,101
​​
✔
Judy Gibbons
​​
31,005
​​
✔
Ann Korologos
​​
34,320
​​
✔
Stephen F. Reitman
​​
13,647
​​
✔
Jane Thompson
​​
21,132
​​
✔
Jean Tomlin
​5,019​
22,128
​​
✔
û(1)(1)
Ms. Crouther has until June 1, 2026 to meet the guideline.
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PROPOSAL NO. 4
Approval of Capri Holdings Limited
Third Amended and Restated Omnibus Incentive Plan
Our Board of Directors is submitting the Capri Holdings Limited Third Amended and Restated Omnibus Incentive Plan (the “Amended Incentive Plan”) for shareholder approval at the annual meeting. The Amended Incentive Plan is an amendment and restatement of the Capri Holdings Limited Second Amended and Restated Incentive Plan (the “Existing Incentive Plan”), which was first adopted by our Board of Directors on June 25, 2020, and approved by our shareholders on September 23, 2020.
The Board is seeking shareholder approval of the Amended Incentive Plan because the Board believes the Amended Incentive Plan is the best way to continue to motivate employees and non-employee directors to further the growth, development and financial success of Capri, and continue to enable us to attract, motivate and retain the services of employees and non-employee directors who are essential to our long-term success by offering them an opportunity to own, and benefit from the ownership of, Capri ordinary shares.
The Board of Directors believes that the Amended Incentive Plan is a critical part of our pay-for-performance incentive compensation program. On an annual basis, we grant long-term share-based awards to more than 450 of our employees around the world, including our executive officers, any employee with a title of director-level or above, including key retail field personnel, and non-employee directors. Long-term equity incentive compensation aligns the interests of our key employees with our shareholders, and gives us a competitive edge to attract and retain top talent in the luxury retail industry. Accordingly, our Board believes that it is in the best interests of our Company and our shareholders to approve the Amended Incentive Plan.
In Fiscal 2022, more than 83% percent of equity awards granted under the Existing Incentive Plan were granted to employees other than our NEOs and long-term equity incentive awards covering approximately 1.73 million ordinary shares (excluding forfeitures) were issued from our Existing Incentive Plan. We anticipate issuing long-term equity incentive awards covering approximately 1.47 million ordinary shares from our Existing Incentive Plan in June 2022 in accordance with our historical grant cycle. This will leave us with approximately 2.6 million ordinary shares available for grant which may be insufficient to satisfy our long-term equity incentive compensation needs through our next annual grant cycle in June 2023 under the Existing Incentive Plan particularly if COVID-19, supply chain challenges, inflation and other macroeconomic factors continue to put downward pressure on our share price which would require us to issue more shares even though we expect to retain normal share grant levels for our typical pool of eligible employees. We do not anticipate any material changes to the types of awards, the fair market value of the awards or the number of award recipients under the Existing Incentive Plan.
We believe that the Existing Incentive Plan should be amended to reserve an additional 3,625,000 ordinary shares for awards (the “Share Increase”). If our shareholders do not approve the Amended Incentive Plan, the Share Increase will not be effective and we may have insufficient shares available for future equity award grants, which we believe will adversely affect our ability to attract, retain and reward the many employees and non-employee directors who are critical to our long-term success and to engage key new talent to drive the future growth of our business. If the Amended Incentive Plan is approved by our shareholders at the 2022 annual shareholders meeting, it will supersede and replace the Existing Incentive Plan. Shareholder approval of the Amended Incentive Plan will not affect existing awards under the Existing Incentive Plan or any former share incentive plan with outstanding awards, which continue in effect in accordance with their terms.
CAPRI HOLDINGS
​​
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PROPOSAL NO. 4
_______________________
Changes to Existing Incentive Plan
(1)     Has until March 18, 2018 to meet guidelines.
(2)     Has until January 27, 2020 to meet guidelines.

The Amended Incentive Plan is based on the terms of the Existing Incentive Plan as currently in effect, with the following key changes:

Available Share Reserve. A total of 15,246,000 shares were originally authorized for awards under the Existing Incentive Plan (as adopted in 2011). As of April 2, 2022, there were 4,062,239 ordinary shares available for future grants of equity awards under the Existing Incentive Plan less one share for every share granted after this date, plus shares that expire, terminate, are cancelled, forfeited or settled in cash and are again available for issuance under the Existing Incentive Plan, for a total of 4,075,874 shares currently available for future issuance under the Existing Incentive Plan as of the Record Date. As discussed in more detail below, pursuant to the Share Increase, 3,625,000 additional ordinary shares will be available for issuance under the Amended Incentive Plan, for a total of 7,687,239 ordinary shares available for issuance less one share for every share granted after April 2, 2022, plus shares under the Existing Incentive Plan or any prior plan that subsequently expire, terminate, are cancelled, forfeited or settled in cash and are again available for issuance under the Amended Incentive Plan, for a total of 7,700,874 shares as of the Record Date. As further discussed below, the available share reserve may be adjusted as provided in the Amended Incentive Plan in the event of certain corporate adjustment events.
The Amended Incentive Plan was approved by our Board of Directors on May 24, 2022, subject to and effective upon shareholder approval with respect to the Share Increase. The expiration of the Amended Incentive Plan will be extended to May 24, 2032 (the tenth anniversary of the effective date). The Amended Incentive Plan and awards granted under the Amended Incentive Plan will be void if shareholder approval is not obtained and the Existing Plan will remain in effect.
Overview of Burn Rate and Overhang
Upon approval of the Amended Incentive Plan, 7,687,239 ordinary shares will be available for issuance to eligible employees or consultants of the Company and its affiliates (as described below) or to the Company’s non-employee directors less one share for every share granted after April 2, 2022, plus shares that expire, terminate, are cancelled, forfeited or settled in cash and are again available for issuance under the Amended Incentive Plan, for a total of 7,770,874 shares as of the Record Date. In its determination to approve the Share Increase, the Board reviewed an analysis prepared by management and reviewed by WTW, the Compensation and Talent Committee’s independent compensation consultant, which included an analysis of certain burn rates, dilution and overhang metrics, select competitor market practices and trends, and the costs of the Amended Incentive Plan. Specifically, the Board considered that our three-year average historical burn rate under the Existing Incentive Plan is 1.46% of ordinary shares outstanding. The burn rates for the three most recently completed fiscal years are shown below:
Fiscal Year
​​
Options
Granted(1)
​​
Time-Based
Full Value
Awards
Granted(1)
​​
Target
Performance-
Based Awards
Granted(1)
​​
Target
Performance-
Based Awards
Earned
​​
Total
Awards(2)
​​
Basic Weighted
Average Shares
Outstanding(1)
​​
Burn Rate
2022
​​
0
​​
1,729,215
​​
​26,109
​​
​347,561
​​
​2,076,776
​​
149,724,675
​​
​1.39%
2021
​​
0
​​
2,349,594
​​
55,979
​​
102,078
​​
2,451,672
​​
150,453,568
​​
1.63%
2020
​​
0
​​
1,987,450
​​
169,817
​​
​53,025
​​
​2,040,475
​​
​150,714,598
​​
1.35%
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
Three-Year
Average
​​
1.46%
(1)
As reported in the Company's Annual Report on Form 10-K at the end of each applicable fiscal year.
(2)
Total awards includes options granted, time-based full-value awards granted, and performance-awards earned.
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60 | MICHAEL KORSPROPOSAL NO. 4
2016 Proxy Statement



PROPOSAL NO. 3
NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION
In compliance with Section 14ATo provide a complete picture of the Exchange Act (which was added byoverall share pool, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”))below table shows equity plan data as of the end of Fiscal 2022 and the related rulesRecord Date:
 
​​
April 2, 2022
​​
June 6, 2022
Unexercised options outstanding
​​
355,448
​​
​355,448
Weighted average exercise price
​​
$57.54
​​
$​57.54
Weighted average remaining term
​​
2.0 years
​​
​1.82 years
Unvested RSUs outstanding(1)
​​
4,037,892
​​
4,020,562
Total shares remaining for future grants(2)
​​
4,062,239
​​
​4,075,874
(1)
Includes 210,192 performance-based awards (assuming target performance level) as of April 2, 2022 and 210,192 as of June 6, 2022 (the Record Date).
(2)
Assumes target performance level for performance-based awards granted.
If the Amended Incentive Plan is approved, the issuance of the SEC, we are submittingadditional ordinary shares to be reserved under the Amended Incentive Plan would dilute the holdings of shareholders by 2.3% of our ordinary shares outstanding as of the Record Date, bringing our overhang to approximately 7.9% (including the new shares that will be reserved for issuance under the Amended Incentive Plan). Accordingly, the Board believes that the Share Increase will not be excessively dilutive to shareholders.
 
​​
Share Options
​​
 
​​
 
​​
 
​​
 
Fiscal Year
​​
#
Outstanding
​​
Weighted
Average
Exercise Price
​​
Weighted
Average
Remaining
Contractual
Life (Yrs)
​​
Total Full
Value Awards
Outstanding(2)
​​
Shares
Available
​​
Ordinary
Shares
Outstanding
​​
Total Equity
Dilution
2020
​​
2,071,096
​​
$50.66
​​
1.86
​​
5,083,855
​​
2,686,919
​​
149,425,612
​​
​6.2%
2021
​​
1,150,260
​​
$63.42
​​
1.67
​​
5,477,176
​​
4,998,829
​​
151,280,011
​​
7.1%
2022
​​
355,448
​​
$57.54
​​
2.00
​​
​4,037,892
​​
​4,062,239
​​
​142,806,269
​​
​5.6%
Current(1)
​​
355,448
​​
$​57.54
​​
1.82
​​
4,020,562
​​
4,075,874
​​
142,809,426
​​
5.6%
New shares
​​
​​
​​
​​
​​
​​
3,625,000
​​
​2.3%
Total equity dilution (incl new shares)
​​
 
​​
 
​​
 
​​
 
​​
 
​​
7,700,874
​​
7.9%
(1)
As of the Record Date.
(2)
Assumes performance-based awards with incomplete performance periods are earned at target performance level.
We believe that the ability to continue to grant long-term incentive compensation to our employees is vital to our ability to attract and retain talent. The Board has determined, after considering the factors set forth above, that the size of the share reserve under the Amended Incentive Plan is reasonable and appropriate at this time.
Our Board of Directors and Compensation and Talent Committee also believe the Amended Incentive Plan contains several features that are consistent with the interests of our shareholders and sound corporate governance practices, including the following:
No “evergreen” provision. The number of ordinary shares of the Company available for approval a non-binding resolutionissuance under the Amended Incentive Plan is fixed and will not adjust based upon the number of shares outstanding from time to ratify named executive officer compensation,time (though such number will adjust in connection with certain changes in our capitalization structure and similar events, as described in the Compensation Discussionsummary of the Amended Incentive Plan terms below).
Share option exercise prices and Analysis, executive compensation tablesSAR grant prices will not be lower than the fair market value on the grant date. The Amended Incentive Plan prohibits granting share options with exercise prices and accompanying narrative disclosures contained in this Proxy Statement. This vote is not intended to address any specific item of compensation, but ratherSARs with grant prices lower than the overall compensationfair market value of our namedordinary shares on the grant date, except in connection with substitution of awards in connection with certain mergers, consolidations, acquisitions of property or stock or reorganizations.
CAPRI HOLDINGS
​​
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PROPOSAL NO. 4
No repricing or exchange without shareholder approval. The Amended Incentive Plan prohibits the repricing of outstanding share options or SARs, or the cancellation of out-of-the-money outstanding share options or SARs for cash or consideration, without shareholder approval, except in connection with certain corporate transactions involving the Company.
No Liberal Share Recycling. Under the Amended Incentive Plan, if an Award is exercised through, or if withholding tax liabilities are satisfied by, the tendering of shares or by the withholding of shares by the Company, then the shares tendered or withheld are not available for issuance under the Amended Incentive Plan. SARS that are not issued in connection with share settlement or exercise and shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of options are also not available for issuance under the Amended Incentive Plan. These same provisions apply with respect to a substitute award under the Amended Incentive Plan.
Limited Change in Control Acceleration. The Amended Incentive Plan prohibits “single trigger” acceleration of awards to employees in connection with a change in control unless outstanding awards are not assumed or substituted on a substantially equivalent basis. If awards are assumed or substituted, the Amended Incentive Plan provides for double-trigger vesting if the employee is terminated in certain limited circumstances within 24 months following a change in control.
Limitation on Non-Employee Director Awards. During any fiscal year, the maximum aggregate grant date fair value of awards granted to a non-employee director cannot exceed $500,000 (excluding awards made at the election of such director in lieu of cash retainers).
“Clawback” provisions. The Amended Incentive Plan contains “clawback” provisions, which provide that the Compensation and Talent Committee may include clawback, forfeiture or similar provisions in an award that require that if a participant engages in activity that is in conflict with or adverse to the interest of the Company, including fraud or conduct contributing to any financial restatements or irregularities or if the participant violates non-solicit or nondisclosure covenants, he or she will surrender and return to the Company any shares received and/or to repay any profits or any other economic value made or realized by the participant. To the extent required by applicable law (including without limitation Section 304 of the Sarbanes-Oxley Act of 2002, and Section 954 of the Dodd-Frank Act), awards shall be subject to clawback, forfeiture or similar requirements.
We are seeking shareholder approval of the Share Increase included in the Amended Incentive Plan to comply with a NYSE listing requirement that requires shareholder approval of equity compensation plans of NYSE-listed companies.
We anticipate filing a registration statement on Form S-8 with the SEC to register ordinary shares for the Share Increase under the Amended Incentive Plan, subject to and effective upon shareholder approval, as soon as practicable following shareholder approval of the Amended Incentive Plan.
Interests of Certain Persons in the Proposal
To the extent that our directors and executive officers and the philosophy, policies and practices described in this Proxy Statement. This proposal gives our shareholders the opportunity to vote to approve, on a non-binding advisory basis, our executive pay program and policies through the following resolution:
“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as describedmay in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures containedfuture receive awards under the Amended Incentive Plan, they may be deemed to have an interest in the Proxy Statement for the 2016 Annual Meeting of Shareholders.”Amended Incentive Plan.
Vote Required and Board Recommendation
Approval of the above resolutionthis proposal requires the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote on this proposal that are present at the Annual Meeting and are voted, as well as the presence of a quorum representing a majority of all of our outstanding ordinary shares, either in person or by proxy. The vote is advisory and non-binding in nature, but our Compensation and Talent Committee and our Board will take into account the outcome of the vote when considering future executive compensation arrangements, to the extent they can determine the cause or causes of any significant negative voting results. A non-binding advisory vote on executive compensation will be held annually. Therefore, the Company’s shareholders will again be presented with a proposal to vote, on a non-binding advisory basis, on the Company’s executive compensation at the Company’s 2017 Annual Meeting of Shareholders.
Our Board of Directors unanimously recommends athat you vote “FOR” this proposal to approve the Capri Holdings Limited Third Amended and Restated Omnibus Incentive Plan.
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Summary of the Amended Incentive Plan
The following is a summary of certain material features of the Amended Incentive Plan, which is qualified in its entirety by reference to the complete terms of the Amended Incentive Plan attached as Annex B to this proxy statement, and should be read in conjunction with the following summary. Capitalized terms used and not defined below have the meaning set forth in the Amended Incentive Plan.
Purpose
The purpose of the Amended Incentive Plan is to assist us in attracting and retaining individuals to serve as employees, directors, consultants and advisors who are expected to contribute to our success and achieve long-term objectives that will benefit our shareholders through the additional incentives inherent in awards granted under the Amended Incentive Plan.
Effective Date and Term
The Amended Incentive Plan will be effective on the date of the approval of the advisory resolutionAmended Incentive Plan by our shareholders. The Amended Incentive Plan and awards granted under the Amended Incentive Plan will be void if shareholder approval is not obtained and the Existing Plan will remain in effect. Awards may be granted under the Amended Incentive Plan until May 24, 2032, on which date the Amended Incentive Plan will expire except as to awards then outstanding under the Amended Incentive Plan. Such outstanding awards remain in effect until they have been exercised or terminated, or have expired.
Administration
The Amended Incentive Plan is administered by the Compensation and Talent Committee. The Compensation and Talent Committee may form a subcommittee of its members to act as the committee administering the Amended Incentive Plan. If no Compensation and Talent Committee or subcommittee exists, the Board may act as the committee administering the Amended Incentive Plan. To the extent not inconsistent with applicable law or the rules and regulations of the NYSE, the Compensation and Talent Committee may delegate to a committee of one or more directors of the Company any of the authority of the Compensation Committee under the Amended Incentive Plan, including the right to grant, cancel or suspend awards. The Compensation and Talent Committee may also delegate to one or more executive compensation.officers of the Company any of the authority of the Compensation and Talent Committee under the Amended Incentive Plan to make grants of awards to eligible individuals who are not “officers” for purposes of Section 16 of the Exchange Act. Any committee administering our Amended Incentive Plan is referred to in this summary as “the Committee.”
Authority

The Committee’s authority, subject to the Amended Incentive Plan and orders or resolutions adopted by the Board, includes: (i) selecting the individuals to whom awards are granted, (ii) determining the types of awards granted, (iii) determining the number of shares (or dollar value) to be covered by each award, (iv) determining the terms and conditions, not inconsistent with the Amended Incentive Plan, of any award, (v) interpreting and administering the Amended Incentive Plan and any instrument or agreement entered into in connection with the Amended Incentive Plan, (vi) disapplying the minimum vesting and performance conditions in connection with a participant’s termination of service or termination due to death, disability or a change in control (as defined in the Amended Incentive Plan) and correcting any defect, supplying any omission or reconciling any inconsistency in the Amended Incentive Plan or any award in the manner and to the extent that the Committee shall deem desirable to carry it into effect, (vii) establishing rules and regulations and appointing agents for administration of the Amended Incentive Plan, (viii) determining whether an award, other than an option or SAR will have dividend equivalents, (ix) to the extent not inconsistent with the terms of the Amended Incentive Plan, accelerating the vesting or exercisability of any award, and (x) making any other determination and taking any other action necessary or desirable for the administration of the Amended Incentive Plan. Committee decisions are final, conclusive and binding on all persons or entities, including participants and the Company.


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61 | MICHAEL KORSPROPOSAL NO. 4
2016 Proxy Statement

No Re-pricing
Other than in connection with certain corporate adjustment events mentioned below, the Committee may not do any of the following, and the Board may not amend or alter the Amended Incentive Plan or any award to do any of the following, without obtaining approval of our shareholders: (i) lower the option price of an option or grant price of a SAR, after such award is granted, (ii) cancel an option or SAR that has an option price or grant price equal to or greater than the fair market value of one share in exchange for cash or another award (other than in connection with a change in control of the Company), or (iii) take any other action that would be treated as a re-pricing under the rules and regulations of the NYSE.
Type of Shares Authorized for Grant
The shares authorized for issuance under the Amended Incentive Plan are our ordinary shares, no par value (the “Shares”), and may consist of authorized and unissued shares, treasury shares or shares purchased in the open market or otherwise.
Awards
The types of awards that may be granted under the Amended Incentive Plan are options, share appreciation rights (“SARs”), restricted share awards, restricted share unit awards (“RSUs”), other share-based awards, performance awards, and any other right, interest or option relating to Shares, other property or cash (“Awards”). Awards may be granted alone or in addition to other Awards (or, in the case of SARs, in tandem with options). The terms of Awards are set by the Committee and set forth in individual award agreements, or, in the case of performance awards, in resolutions adopted by the Committee. Terms need not be the same for each participant in the Amended Incentive Plan. Unless otherwise provided in an individual award agreement and subject to minimum vesting conditions, all Awards (other than performance awards or awards to our non-employee directors) vest as to 1/3 of the Award on each of the first three anniversaries of the date that the Award is granted, as long as the participant is employed by or providing services to the Company on the relevant vesting date. Subject to minimum vesting conditions, the Committee may waive the vesting restrictions and any other conditions applicable to the Award under terms and conditions it deems appropriate.
Substitute Awards
The Amended Incentive Plan may govern awards granted or Shares issued in assumption of, or in substitution or exchange for, awards, rights or obligations by a company acquired by us or with which we combine (“Substitute Awards”).
Number of Shares Authorized
Prior to the Amended Incentive Plan, a total of 15,246,000 Shares were originally authorized for Awards under the Existing Plan. On the effective date of the Amended Incentive Plan, a total of 7,687,239 Shares will be available for grants of Awards under the Amended Incentive Plan less one share for every share granted after April 2, 2022, plus shares that expire, terminate, are cancelled, forfeited or settled in cash and are again available for issuance under the Amended Incentive Plan. The Shares are authorized for grant under the Amended Incentive Plan, which may be adjusted as provided in the Amended Incentive Plan in the event of a merger, reorganization, consolidation, recapitalization, dividend or distribution (other than a regular cash dividend), share split, reverse share split, spin-off or similar transaction, or other change in corporate structure affecting the Shares or their value (referred to in this summary as “corporate adjustment events”). Substitute Awards and dividend equivalents in cash in conjunction with outstanding Awards do not reduce the Shares authorized for grant under the Amended Incentive Plan or the applicable Amended Incentive Plan limitations on grants to individual participants.
To the extent (i) any Shares subject to an Award under the Amended Incentive Plan or under any plan pursuant to which Awards were granted prior to our IPO (our “prior equity plans”) are forfeited, or (ii) an Award under the Amended Incentive Plan or our prior equity plans expires or terminates without issuance of Shares or is settled for cash, the Shares subject to the Award are again available for issuance under the Amended Incentive Plan.
If a company acquired by us, or with which we combine, has shares available under a pre-existing plan approved by its stockholders and not adopted in contemplation of such acquisition or combination, then shares available for grant under such plan may be used for Awards and do not reduce the Shares authorized for grant under the Amended Incentive Plan, as long as certain conditions set out in the Amended Incentive Plan are met.
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No Liberal Share Recycling
If an Award granted under the Amended Incentive Plan or our prior equity plans, is exercised through, or if withholding tax liabilities are satisfied by, the tendering of Shares or by the withholding of Shares by the Company, then the Shares tendered or withheld are not available for issuance under the Amended Incentive Plan. For the avoidance of doubt, (i) Shares subject to SARs under the Amended Incentive Plan or our prior equity plans that are not issued in connection with share settlement on exercise thereof and (ii) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of options under the Amended Incentive Plan or our prior equity plans, shall not be available for issuance under the Amended Incentive Plan.
Similarly, if any of the circumstances described in the preceding paragraph occur with respect to a Substitute Award, this will not result in the Shares subject to such Substitute Award becoming available for issuance under the Amended Incentive Plan.
Adjustments
In the event of any corporate adjustment event (described above), such adjustments and substitutions must be made to the Amended Incentive Plan and Awards in a manner the Committee deems equitable or appropriate taking into consideration the accounting and tax consequences, including adjustments in the aggregate number, class and kind of securities that may be delivered under the Amended Incentive Plan, the individual limitations on Awards (other than to Awards denominated in cash) described below, the maximum number of Shares that may be issued pursuant to incentive share options and, in the aggregate or to any participant under the Amended Incentive Plan, the number, class, kind and option or exercise price of securities subject to outstanding Awards granted under the Amended Incentive Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company) as the Committee determines appropriate, but the number of Shares subject to any Award will always be a whole number.
Minimum Vesting Condition
Participants who are granted options, SARs, restricted shares, RSUs, other Share-based Awards, performance Shares, performance units or dividend equivalents under the Amended Incentive Plan will be required to continue to provide services to the Company or an affiliate for not less than one (1) year following the date of grant in order for any such Award to fully or partially vest or be exercisable. Notwithstanding the foregoing, up to five percent (5%) of the available Shares authorized for issuance under the Amended Incentive Plan may provide for vesting of options, SARs, restricted shares, RSUs, other Share-based Awards, performance Shares, performance units or dividend equivalents, partially or in full, in less than one (1) year.
Limits on Director Awards
The aggregate grant date fair value of awards granted to any member of our Board who is not our employee during any single fiscal year (excluding awards made at the election of such director in lieu of cash retainers) shall not exceed $500,000.
Eligibility
Employees, prospective employees (subject to and effective upon their becoming employees), certain consultants and advisors and non-employee members of our Board are eligible to receive an award under the Amended Incentive Plan.
Share Options
Share options granted under the Amended Incentive Plan are rights allowing participants to purchase Shares at a price and during a period determined by the Committee.
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Option Price
Other than in connection with Substitute Awards, the option price per Share purchasable under any option will not be less than the fair market value (as defined in the Amended Incentive Plan) of one Share on the date that the option is granted. For options intended to qualify as incentive share options under Section 422 of the U.S. tax code, if such option is granted to a participant who, at grant, owns Shares representing more than 10% of the voting power of all classes of shares of the Company or any subsidiary, the option price per share will be no less than 110% of the fair market value of one Share on the date of grant.
Option Term
The term of each option is fixed by the Committee in its sole discretion, but is not more than ten years from its grant date, except in the case of a participant’s death or disability. If an incentive share option is granted to an individual who, at grant, owns Shares representing more than 10% of the voting power of all classes of shares of the Company or any subsidiary, then the term of the option will not exceed five years from grant. However, if on the last business day of the term of an option (i) the exercise of the option, other than an incentive share option, is prohibited by applicable law or (ii) Shares may not be purchased or sold by certain of our employees or directors due to a “black-out period” or a “lock-up” agreement, the term shall be extended for 30 days following the end of the legal prohibition, black-out period or lock-up agreement, if such extension does not cause adverse tax consequences to the participant under Section 409A of the U.S. tax code.
Exercise
Once vested and exercisable, options may be exercised in whole or in part, by the participant’s giving notice (in a form prescribed by the Committee) to the Company, specifying the number of Shares to be purchased. Options may be exercised by a participant or (i) the participant’s spouse, children or grandchildren (including adopted and step children or grandchildren), parents, grandparents or siblings, (ii) a trust for the benefit of any of them, or of the participant, (iii) a partnership, limited liability company or corporation in which the individuals in clause (i) or the participant are the only partners, members or shareholders or (iv) a charity, if permitted under the Amended Incentive Plan (referred to in this summary as “permitted assignees”).
Incentive Share Options
The Committee may grant incentive share options to any eligible employee, subject to the requirements of Section 422 of the U.S. tax code. The maximum aggregate number of Shares that may be issued pursuant to incentive share options under the Amended Incentive Plan shall be 7,687,239 Shares less one share for every share granted after April 2, 2022, subject to adjustment in connection with corporate adjustment events and to take into account Shares that subsequently expire, terminate, are cancelled, forfeited or settled in cash and are again available for issuance under the Amended Incentive Plan. No option will be treated as an incentive share option unless the Amended Incentive Plan is approved by our shareholders in a manner intended to comply with the requirements of Section 422(b)(1) of the U.S. tax code. Any option intended to be an incentive share option will not fail to be effective solely on account of a failure to obtain such approval; rather, such option will be treated as a non-qualified option unless and until such approval is obtained.
SARs
A SAR gives its holder the right to exercise vested SARs and receive the excess of (i) the fair market value of one Share on the date of exercise (or a lesser amount) over (ii) the grant price of the SAR. The Committee will determine whether payment on exercise of a SAR is in cash, in Shares, restricted Shares, other property or any combination. The Committee may grant SARs in tandem with all or a part of an option or other Award, when granted or at any later time during the option or Award term. A SAR will have a grant price per Share not less than the fair market value of one Share on the date of grant or, if applicable, on the date of grant of an option with respect to which a SAR has been granted (subject to the requirements of Section 409A of the U.S. tax code) except in the case of Substitute Awards or in connection with an adjustment in connection with a corporate adjustment event.
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Term
A SAR will have a term not greater than ten years, except in the event of death or disability. However, if on the last business day of the SAR’s term (i) its exercise is prohibited by applicable law or (ii) Shares may not be purchased or sold by certain of our employees or directors due to a “black-out period” or a “lock-up” agreement, the term shall be extended for a 30 days following the end of the legal prohibition, black-out period or lock-up agreement to the extent such extension does not cause adverse tax consequences to the participant under Section 409A of the U.S. tax code.
Restricted Shares and RSUs
Restricted Shares and RSUs may be granted alone, together with another Award, or as a form of payment for performance awards, options, SARs, and other earned cash-based incentive compensation. Unless otherwise provided in an individual Award agreement, a participant who is granted a restricted Share becomes a shareholder of the Company and has all rights of a shareholder, including the right to vote the restricted Shares and receive distributions made with respect to such Shares, except as otherwise provided in the Amended Incentive Plan. At the request of the Committee, a participant who is granted restricted Shares may be required to execute a stock power in blank. A participant who holds an RSU has only those rights specifically provided for in the individual award agreement, but will not have voting rights.
Other Share-Based Awards
The Committee may grant Awards of Shares or Awards valued by reference to or based on Shares or other property (“other share-based awards”), including deferred share units. Other share-based awards are also available as a form of payment of other Awards under the Amended Incentive Plan and other earned cash-based compensation. Except as provided in an individual Award agreement, other share-based Awards may be paid in cash, Shares, other property, or any combination thereof, in the discretion of the Committee. They may be paid in a lump sum or installments or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A of the U.S. tax code.
Deferral of Director Fees
The Board may grant non-employee directors other share-based Awards in the form of deferred share units in lieu of all or a portion of their annual retainer and may allow such directors to elect to defer committee retainers and annual meeting fees in the form of deferred share units, if the election is in accordance with Section 409A of the U.S. tax code. The Committee shall establish rules and procedures for such elections and for payment in deferred share units.
Performance Awards
Performance awards consist of (i) cash incentives, (ii) units valued by reference to a designated number of Shares and (iii) units valued by reference to a designated amount of cash or value of property other than Shares, in each case, that are payable upon achievement of performance goals established by the Committee over a performance period, also established by the Committee.
Performance Criteria
The performance goals are determined by the Committee in its discretion and may include but are not limited to: (a) sales (including same store or comparable sales), net sales; or return on sales; (b) revenue, net revenue, gross revenue, product revenue or system-wide revenue (including growth of same); (c) operating income or loss (before or after taxes and before or after allocation of corporate overhead and bonus); (d) earnings or loss per share (including on a diluted or undiluted basis, before or after taxes); (e) net income or loss (before or after taxes); (f) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (g) Share price (including, but not limited to, growth measures and total shareholder return); (h) market share; (i) enterprise value; (k) gross profits, gross or net profit margin or gross profit growth; (l) net operating profit (before or after taxes); (m) operating earnings, earnings or losses or net earnings or losses (including earnings or losses before taxes, before interest and taxes, or before interest, taxes, depreciation and/or amortization); (n) economic value-added models or “value creation” or similar metrics; (o) comparisons with various stock market indices; (p) expense targets or other reductions in costs goals or meeting divisional or project budgets; (q) cash flow measures (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital), which may but are
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not required to be measured on a per share basis; (r) return on capital (including return on total capital or return on invested capital); (s) general and administrative expense savings; (t) inventory control; (u) operating margin or gross margin; (v) year-end cash, cash margin or debt reduction; (w) operating efficiencies; (x) customer satisfaction, customer retention or; customer growth; (y) employee retention, succession and hiring; (z) productivity or productivity ratios; (aa) cost of capital, debt level year-end cash position or book value; (bb) competitive market metrics; (cc) timely completion of new product roll-outs; timely launch of new facilities (such as new store openings, gross or net); (dd); royalty income; (ee) implementation, completion or attainment of measurable objectives with respect to research, development, manufacturing, commercialization, products or projects or (ff) acquisitions and divestitures, reorganization and other corporate transactions or expansions of specific business operations; or (gg) any combination of the foregoing. The foregoing list of performance criteria is not exhaustive and the Committee shall have the discretion to establish such other performance criteria as the Committee deems appropriate from time to time.
Adjustments
The Committee may, in its sole discretion, provide that one or more adjustments shall be made to one or more of the performance goals. Such adjustments may include, without limitation, one or more of the following: (a) items related to a change in accounting principle; (b) items relating to financing activities; (c) expenses for restructuring or reorganization initiatives; (d) other non-operating items; (e) items related to acquisitions; (f) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (g) items related to the disposal of a business or segment of a business; (h) items related to discontinued operations that do not qualify as a segment of a business under GAAP; (i) items attributable to any share dividend, share split, combination or exchange of shares occurring during the Performance Period; (j) any other items of significant income or expense which are determined to be appropriate adjustments; (k) items relating to unusual or extraordinary corporate transactions, events or developments; (l) items related to amortization of acquired intangible assets; (m) items that are outside the scope of the Company’s core, on-going business activities; (n) items related to acquired in-process research and development; (o) items relating to changes in tax laws; (p) items relating to major licensing or partnership arrangements; (q) items relating to asset impairment charges; (r) items relating to gains or losses for litigation, arbitration and contractual settlements; (s) items attributable to expenses incurred in connection with a reduction in force or early retirement initiative; (t) items relating to any other unusual or nonrecurring events or changes in applicable law, accounting principles or business conditions; or (u) such other adjustments the Committee determines appropriate, in its sole discretion, taking into account such factors that the Committee deems relevant.
Payment
The amount to be distributed under any performance Award is determined by the Committee. Payouts for performance Awards occur only after the end of the relevant performance period (other than in the case of a change in control, or as determined by the Committee or provided in an individual Award agreement subject to the minimum performance condition). Performance Awards may be paid in cash, Shares, other property, or any combination, in the sole discretion of the Committee. They may be paid in a lump sum or in installments or on a deferred basis subject to the requirements of Section 409A of the U.S. tax code and in accordance with procedures established by the Committee.
Limitations on Grants to Individual Participants
Subject to adjustment upon corporate adjustment events described above, the following limits will apply to Awards of the specified type granted, or in the case of performance Awards denominated in cash, payable to any one participant in any single fiscal year:
(i) Appreciation Awards (Options and SARs) and Full Value Awards (Restricted Shares, RSUs, Performance Awards and/or Other Share-Based Awards that are denominated in Shares): 1,500,000 Shares; and
(ii) Cash Awards (Performance Awards that are denominated in cash): $20,000,000.
In applying the foregoing limits, (a) all Awards of the specified type granted to the same Participant in the same fiscal year will be aggregated and made subject to one limit; (b) the limits applicable to options and SARs refer to the number of Shares subject to those Awards, (c) the Share limit for Full Value Awards refers to the maximum number of Shares that may be delivered under an Award or Awards of the type specified therein assuming a maximum payout; and (d) the dollar limit under clause (ii) refers to the maximum dollar amount payable under an Award or Awards of the type specified in clause (ii) assuming a maximum payout.
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Change in Control Provisions
In the event of a change in control of the Company, with respect to each outstanding Award, such outstanding Award will, except as otherwise set forth in the Amended Incentive Plan, continue in effect, or be assumed or an equivalent Award substituted by a successor company. Notwithstanding any other provision in the Amended Incentive Plan, and unless otherwise provided in an Award Agreement prior to June 25, 2020, the portion of such Award subject to performance-based vesting (including, without limitation, any performance Shares or performance units) will have any performance goals or other performance-based conditions deemed to be achieved at the target level of performance and any performance period deemed to have expired, but will continue to be subject to time-based vesting in accordance with the same time-based vesting schedule that applied to the Award immediately prior to the change in control without any performance-based condition.
Assumption or Substitution
Unless otherwise provided in an individual Award agreement prior to June 25, 2020, in the event of a change in control in which the successor assumes, substitutes or continues an Award (as described in the Amended Incentive Plan), if a participant’s employment terminates within 24 months after the change in control and under the circumstances specified in the individual Award agreement: (i) outstanding Options and SARs immediately vest, become fully exercisable and remain exercisable for two years (or if earlier, until the original Award expiration date), (ii) the restrictions, limitations and other conditions applicable to restricted Shares and RSUs lapse and the Awards become fully vested and free of all restrictions, limitations and conditions, and (iii) the restrictions, limitations and other conditions applicable to any other Awards lapse, and such other Awards become free of all restrictions, limitations and conditions and become fully vested and transferable. Unless otherwise provided in an individual Award agreement prior to June 25, 2020, to the extent a successor does not assume, substitute or continue Awards, then, immediately before the change in control: (i) outstanding Options and SARs immediately vest and become fully exercisable, (ii) restrictions, limitations and other conditions applicable to restricted Shares and RSUs lapse and the restricted Shares and RSUs become fully vested and free of all restrictions, limitations and conditions and (iii) the restrictions, other limitations and other conditions applicable to any other Share-based Awards or any other Awards lapse, and the Awards become free of all restrictions, limitations and conditions and become fully vested and transferable.
Amendment and Termination
The Board may amend, suspend or terminate the Amended Incentive Plan as it deems advisable, subject to any requirement for shareholder approval imposed by law or by the NYSE, but it may not amend the Amended Incentive Plan in a manner that would result in noncompliance with Rule 16b-3 under the Exchange Act and may not, without approval of the Company’s shareholders if required by law, amend the Amended Incentive Plan to (i) increase the number of Shares that may be the subject of Awards under the Amended Incentive Plan (except for adjustments upon corporate adjustment events), (ii) expand the types of awards available under the Amended Incentive Plan, (iii) materially expand the class of persons eligible to participate in the Amended Incentive Plan, (iv) eliminate the requirements relating to minimum option and grant prices for options and SARs and shareholder approval requirements for re-pricings, (v) increase the maximum permissible term of any option or SAR, or (vi) increase any of the individual annual limitations on Awards. In addition, no amendments to or termination of the Amended Incentive Plan may impair the rights of a participant in any material respect under any Award previously granted to the participant, without such participant’s consent.
Transferability
Except as provided below, no Award and no Shares as to which any applicable restriction, performance or deferral period has not lapsed, may be transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution, and such Award may be exercised during the life of the participant only by the participant or the participant’s guardian or legal representative. Except in the case of incentive share options, to the extent and only pursuant to terms and conditions determined by the Committee, a participant may assign or transfer an Award without consideration to permitted assignees, but (i) the assignees are bound by and subject to the Amended Incentive Plan and individual Award agreements relating to the transferred Award and must execute an agreement satisfactory to the Company evidencing such obligations and (ii) the participant must remain bound by the Amended Incentive Plan.
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Termination of Employment or Services
The Committee shall determine and set forth in each individual Award agreement to what extent any Awards granted in such individual Award agreement will continue to be exercisable, continue to vest or be earned on and after termination of employment or services (including as a member of the Board). The date of termination will be determined by the Committee, which determination will be final.
Deferral; Dividend Equivalents
The Committee is authorized to establish procedures for deferral of payment of any Award. Subject to the Amended Incentive Plan, the Committee may provide that a participant is entitled to receive, currently or on a deferred basis, dividend equivalents with respect to the number of Shares covered by an Award. The Committee may provide that dividend equivalents (if any) are deemed to have been reinvested in additional Shares or otherwise reinvested. Dividend equivalents may accrue in connection with an Award, but will not be paid to a participant prior to the date on which the Award (or the applicable portion of the Award to which the dividend equivalents relate) becomes vested. To the extent such vesting does not occur with respect to an Award, any related accrued dividend equivalents will be forfeited. In addition, dividend equivalents credited in connection with an Award that vests based on the achievement of performance goals are subject to restrictions and risk of forfeiture to the same extent as the Award with respect to which such dividend equivalents have been credited. No dividend equivalents are payable with respect to options or SARs.
Tax Withholding
The Company has the right to make all payments or distributions pursuant to the Amended Incentive Plan net of any applicable federal, state and local taxes required to be paid or withheld as a result of (i) the grant of any Award, (ii) the exercise of an option or SAR, (iii) the delivery of Shares or cash, (iv) the lapse of any restrictions in connection with any Award or (v) any other event occurring pursuant to the Amended Incentive Plan. The Company has the right to withhold from wages or other amounts otherwise payable to a participant or permitted assignee withholding taxes required by law, or to otherwise require the participant or permitted assignee to pay such taxes. If the participant or permitted assignee fails to make such tax payments as are required, the Company or its subsidiaries have the right, to the extent permitted by law, to deduct any such taxes from any payment of any kind otherwise due to such participant or permitted assignee or to take other action necessary to satisfy such withholding obligations. The Committee is authorized to establish procedures for satisfaction of such obligations for by tendering previously acquired Shares, or by directing the Company to retain Shares (up to the minimum required statutory tax withholding rate for the participant or permitted assignee) otherwise deliverable in connection with an Award.
Cancellation of Award; Forfeiture of Gain
Awards are subject (including on a retroactive basis) to cancellation, and a participant must return to the Company any Shares or cash received or payable on vesting or exercise of the Award and any proceeds from the sale, gain or other value realized on the vesting or exercise of the Award upon (i) certain accounting restatements, (ii) a violation of a non-solicitation or non-disclosure covenant or agreement, (iii) a participant’s engaging in an activity that is in conflict with or adverse to the interest of the Company, as determined by the Committee or (iv) any other event required by law or the rules and regulations of the NYSE or by written policy adopted by the Company.
Material U.S. Federal Income Tax Consequences
The following discussion summarizes the material U.S. federal tax treatment of awards granted under the Amended Incentive Plan based on the federal tax laws currently in effect. The rules governing the tax treatment of awards are technical and the following discussion is necessarily general in nature and does not purport to be complete. The statutory provisions and interpretations described below are subject to change, and their application may vary in individual circumstances. Award holders are encouraged to seek professional tax advice when exercising awards under the Amended Incentive Plan.
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PROPOSAL NO. 4
Non-Qualified Share Options
If an optionee is granted non-qualified share options under the Amended Incentive Plan, the optionee will not have taxable income on the grant of the option, nor will the Company be entitled to any deduction. Generally, on exercise of non-qualified share options, an optionee will recognize ordinary income, in an amount equal to the difference between the exercise price and the fair market value of the ordinary shares on the date of exercise. The holder’s basis for the ordinary shares for purposes of determining gain or loss on subsequent disposition of the shares acquired upon exercise generally will be the fair market value of the ordinary shares on the date the option is exercised. Any subsequent gain or loss will be generally taxable as capital gains or losses.
Incentive Share Options
There is no taxable income to an optionee who is granted an incentive share option under the Amended Incentive Plan, or when that option is exercised. However, the amount by which the fair market value of the ordinary shares at the time of exercise exceeds the exercise price will be an “item of tax preference” for the optionee. The sale of ordinary shares acquired upon exercise of an option that satisfies all of the incentive share option requirements, including the holding periods described below, will result in a long-term capital gain or loss equal to the difference between the amount realized on sale and the exercise price of the option. To receive this treatment, the optionee must have been an employee of the Company (or certain of its subsidiaries) at all times during the period beginning on the date the incentive share option was granted and ending on the date three months before the date of exercise, and the optionee must not have disposed of the ordinary shares acquired upon exercise of the option either (A) within two years after the date of grant of the incentive share option or (B) within one year of the date of exercise. If the ordinary shares are sold or otherwise disposed of before the end of the one-year and two-year periods specified above, the difference between the exercise price and the fair market value of the ordinary shares on the date of the option’s exercise will be taxed at ordinary income rates. An incentive share option exercised more than three months after an optionee retires, other than by reason of death or disability, will be taxed as a non-qualified share option, and the optionee will have been deemed to have received income upon exercise that is taxable at ordinary income rates. The aggregate fair market value of ordinary shares (determined at the time of grant) with respect to which incentive share options can be exercisable for the first time by an optionee during any calendar year cannot exceed $100,000. Any excess will be treated as a non-qualified share option.
Restricted Shares
A restricted share holder will generally not have income upon the grant of restricted shares unless an election under Section 83(b) of the Code is made within 30 days of the date of grant. If a timely 83(b) election is made, then a holder will have compensation income on the date of grant equal to the value of the shares less the purchase price and, when the shares are sold, the holder will have capital gain or loss equal to the difference between the sales proceeds and the value of the shares on the date of grant. If the holder does not make an 83(b) election, then when the shares vest the holder will have compensation income equal to the value of the shares on the vesting date less the purchase price. When the shares are sold, the holder will have capital gain or loss equal to the sales proceeds less the value of the shares on the vesting date. Generally, any capital gain or loss will be long-term if the holder held the shares for more than one year. If the shares were held for one year or less it will be short-term capital gains or loss. The holding period for purposes of capital gain or loss generally will commence on the date of vesting (or, if an 83(b) election is made, the date of grant).
Restricted Share Units
An RSU holder will not have income upon the grant of an RSU award. A holder is not permitted to make a Section 83(b) election with respect to an RSU award. When the RSU vests, the holder will have compensation income on the vesting date in an amount equal to the fair market value of the shares on the vesting date less the purchase price, if any. When the shares acquired upon settlement of an RSU award is sold, the holder will have capital gain or loss equal to the sales proceeds less the value of the shares on the vesting date. Generally, any capital gain or loss will be long-term if the holder held the shares for more than one year. If the shares were held for one year or less it will be short-term capital gains or loss.
Performance Awards
A performance Award holder will generally recognize taxable ordinary income on the amount of cash paid to, or value of shares received by, the Award holder under a performance award (including a performance share unit Award).
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PROPOSAL NO. 4
Dividend Equivalents
A plan participant will generally recognize taxable ordinary income on dividend equivalents as they are paid.
Share Payments
A plan participant will generally recognize taxable ordinary income on the fair market value of the Shares delivered as payment of bonuses or other compensation under the Amended Incentive Plan.
Share Appreciation Rights
No taxable income is realized on the receipt of a SAR, but on exercise of the SAR the fair market value of the ordinary shares (or cash in lieu of ordinary shares) received must be treated as compensation taxable as ordinary income to the award holder in the year of the exercise.
Parachute Payments
In the event that the payment of any award under the Amended Incentive Plan is accelerated because of a change in ownership (as defined in Section 280G(b)(2) of the Code) and such payment of an award, either alone or together with any other payments made to certain participants, constitutes parachute payments under Section 280G of the Code, then, subject to certain exceptions, a portion of such payments would be nondeductible to the Company and the participant would be subject to a 20% excise tax on such portion.
Section 409A of the Code
Section 409A of the Code provides that all amounts deferred under a non-qualified deferred compensation plan are included in a participant’s gross income to the extent such amounts are not subject to a substantial risk of forfeiture, unless certain requirements are satisfied. If the requirements are not satisfied, in addition to current income inclusion, interest at the underpayment rate plus 1% will be imposed on the participant’s underpayments that would have occurred had the deferred compensation been included in gross income for the taxable year in which first deferred or, if later, the first taxable year in which such deferred compensation is not subject to a substantial risk of forfeiture. The amount required to be included in income is also subject to an additional 20% tax. While most Awards under the Amended Incentive Plan are anticipated to be exempt from the requirements of Section 409A of the Code, Awards that are not exempt are intended to comply with Section 409A of the Code.
Tax Effects to the Company; Section 162(m) of the Code
Generally, the Company may be entitled to a tax deduction in connection with an Award under the Amended Incentive Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a non-statutory share option), provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code and is not disallowed by the $1,000,000 limitation on certain executive compensation under Section 162(m) of the Code. Special rules under Section 162(m) of the Code, as modified by the Tax Cuts and Jobs Act, limit the deductibility of compensation paid by a public company during a tax year to its chief executive officer, its chief financial officer and its other three most highly compensated executive officers for that tax year (collectively, “covered employees”) and for any individual who was a covered employee of the Company during tax years beginning in 2017. Under Section 162(m) of the Code, the annual compensation paid to any covered employee will be deductible only to the extent that it does not exceed $1,000,000. The Committee has discretionary authority to grant awards under the Amended Incentive Plan in excess of this limit.
The foregoing is only a summary of the effect of federal income taxation upon the participant and the Company with respect to the awards granted under the Amended Incentive Plan. It does not purport to be complete and does not discuss the tax consequences arising in the context of a participant’s death or the income tax laws of any municipality, state or foreign country in which the participant’s income or gain may be taxable.
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Proposals of Shareholders for the 2023 Annual Meeting
We currently intend to hold our 20172023 Annual Meeting of Shareholders in August 2017.2023. Shareholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at the 20172023 Annual Meeting of Shareholders must submit the proposal to us at our principal executive offices, addressed to our Corporate Secretary, no later than February 21, 2017.16, 2023. Assuming that the 20172023 Annual Meeting of Shareholders is held no more than 30 days before, and no more than 70 days after, the anniversary date of the 20162022 Annual Meeting, shareholders who intend to present a proposal at the 20172023 Annual Meeting of Shareholders without inclusion of such proposal in our proxy materials or who intend to nominate a director are required to provide us with notice of such proposal or nomination no later than May 6, 20175, 2023 or earlier than April 6, 2017.5, 2023. In the event that the date of the 20172023 Annual Meeting of Shareholders is more than 30 days before, or more than 70 days after, such anniversary date, notice of any such proposal or director nomination must be provided to us no later than the later of the 90th day prior to the date of the 20172023 Annual Meeting of Shareholders or the tenth10th day following the first public announcement of the date of the meeting and no earlier than the close of business on the 120th day prior to the date of the 20172023 Annual Meeting of Shareholders. Additionally, shareholders must comply with other applicable requirements contained in Regulations 69, 70 and 71 of our Memorandum. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and other applicable requirements contained in our Memorandum and applicable laws.
Additionally, to comply with the SEC’s universal proxy rules (once effective), shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than June 4, 2023.
OTHER MATTERSOther Matters
Our Board of Directors has no knowledge of any other matters to be presented at the Annual Meeting other than those described herein. If any other business properly comes before the shareholders at the Annual Meeting, however, it is intended that the proxy holders will vote on such matters in accordance with their discretion.
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ANNUAL REPORT ON FORM
Annual Report on Form 10-K
A copy of our Annual Report on Form 10-K for the fiscal year ended April 2, 2016,2022, as filed with the SEC (including with exhibits if requested), will be sent to any shareholder, without charge, upon oral or written request addressed to the Corporate Secretary of the Company at the Company’s principal executive office or by electronically submitting the Information Request form located on the Investor RelationsResources page of the Company’s website at www.capriholdings.comwww.michaelkors.com. You also may obtain our Annual Report on Form 10-K over the Internet at the SEC’s website, www.sec.gov, or on the Investor Relations page of our website.
Special Note Regarding
Forward-Looking Statements
62 | MICHAEL KORS
2016 Proxy Statement



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Proxy Statementproxy statement and the other proxy materials provided herewith contain forward-looking statements. You should not place undue reliance on such statements because they are subject to numerous uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control. Forward-looking statements include information concerning the Company’s goals, future plans and strategies, including with respect to ESG goals, initiatives and ambitions and executive compensation as well as the Company’s possible or assumed future results of operations, including descriptions of its business strategy. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “seek,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. The forward-looking statements contained in this Proxy Statementproxy statement and the other proxy materials provided herewith are based on assumptions that the Company has made in light of management’s experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors that it believes are appropriate under the circumstances. You should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect the Company’s actual financial results or results of operations and could cause actual results to differ materially from those in these forward-looking statements. These factors are more fully discussed in the “Risk Factors” section and elsewhere in the Company’s Annual Report on Form 10-K for the fiscal year ended April 2, 20162022 (File No. 001-35368), filed on June 1, 20162022 with the SEC.
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ESG Data and Related Information Included in this Proxy Statement
The ESG data and related information included in this proxy statement is subject to the precision of our data collection and analysis method, which is subject to future evolution and calibration. Figures and percentages shown may include rounding. Such ESG data and related information is subject to additional uncertainties, as there are limitations inherent in our data collection and analysis method. While we consider information from external resources and consultants to be reliable, we do not assume responsibility for its accuracy. Additionally, all ESG statistics, metrics and numbers referenced are subject to the quality and comprehensiveness of the reporting received by the Company from internal and external sources, and therefore, are approximate and/or estimated values. The ESG data included in this proxy statement is not externally assured.
Websites Referenced in this Proxy Statement
The content of the websites referred to in this proxy statement are not incorporated by reference into this proxy statement.
YOUR VOTE IS IMPORTANT. OUR BOARD OF DIRECTORS URGES YOU TO VOTE VIA INTERNET, TELEPHONE OR BY MARKING, DATING, SIGNING AND RETURNING A PROXY CARD.
By Order of the Board of Directors

John D. Idol
Chairman and Chief Executive Officer

London, United Kingdom
June 21, 201616, 2022


CAPRI HOLDINGS
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ANNEX A


Gaap to Non-Gaap Reconciliation
(in millions except per share data)
 
​​
Fiscal Year Ended April 2, 2022
 
​​
As
Reported
​​
Impairment
Charges
​​
Restructuring
and Other
Charges(1)
​​
Charitable
Donations
​​
COVID-19
Related
Charges
​​
ERP
Implementation
​​
Capri
Transformation
​​
War in
Ukraine
​​
As
Adjusted
Gross profit
​​
$3,744
​​
$—
​​
$—
​​
$—
​​
$(16)
​​
$—
​​
$—
​​
$2
​​
$3,730
Operating expenses
​​
$2,841
​​
$(73)
​​
$(42)
​​
$(10)
​​
$(2)
​​
$(19)
​​
$(31)
​​
$(7)
​​
$2,657
Total income from operations
​​
$903
​​
$73
​​
$42
​​
$10
​​
$(14)
​​
$19
​​
$31
​​
$9
​​
$1,073
Income before provision for income taxes
​​
$915
​​
$73
​​
$42
​​
$10
​​
$(14)
​​
$19
​​
$31
​​
$9
​​
$1,085
Provision for income taxes
​​
$92
​​
$16
​​
$8
​​
$—
​​
$6
​​
$6
​​
$9
​​
$—
​​
$137
Net income attributable to Capri
​​
$822
​​
$57
​​
$34
​​
$10
​​
$(20)
​​
$13
​​
$22
​​
$9
​​
$947
Diluted net income per ordinary share - Capri
​​
$5.39
​​
$0.37
​​
$0.22
​​
$0.07
​​
$(0.13)
​​
$0.09
​​
$0.14
​​
$0.06
​​
$6.21
63 | (1)MICHAEL KORS
Includes store closure costs which have been incorporated into the Capri Retail Store Optimization Program, other restructuring initiatives, and other costs recorded in connection with the acquisition of Gianni Versace S.r.l.
CAPRI HOLDINGS
2016 Proxy Statement​​
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​​
Fiscal Year Ended March 27, 2021
 
​​
As
Reported
​​
Impairment
Charges(1)
​​
Restructuring
and Other
Charges(2)
​​
Charitable
Donations
​​
COVID-19
Related
Charges
​​
ERP
Implementation
​​
Capri
Transformation
​​
As
Adjusted
Gross profit
​​
$2,597
​​
$—
​​
$—
​​
$—
​​
$10
​​
$—
​​
$—
​​
$2,607
Operating expenses
​​
$2,578
​​
$(316)
​​
$(32)
​​
$(20)
​​
$(32)
​​
$(2)
​​
$(4)
​​
$2,172
Total (loss) income from operations
​​
$19
​​
$316
​​
$32
​​
$20
​​
$42
​​
$2
​​
$4
​​
$435
Net (loss) income attributable to Capri
​​
$(62)
​​
$265
​​
$28
​​
$15
​​
$38
​​
$3
​​
$3
​​
$290
Diluted net (loss) income per ordinary share - Capri
​​
$(0.41)
​​
$1.74
​​
$0.18
​​
$0.10
​​
$0.25
​​
$0.02
​​
$0.02
​​
$1.90
(1)
Includes impairment charges of $153 million primarily related to operating lease right-of-use assets and fixed assets of our retail store locations. This amount also includes $94 million related to goodwill associated with the Jimmy Choo wholesale and licensing reporting units and $69 million related to the Jimmy Choo brand indefinite-lived intangible assets. The Jimmy Choo impairment charges were primarily related to higher discount rates in the current year driven by a change in market factors as well as a shift in expected revenue and earnings mix in the retail segment.
(2)
Includes store closure costs which have been incorporated into the Capri Retail Store Optimization Program, other restructuring initiatives, and other costs recorded in connection with the acquisitions of Gianni Versace S.r.l. and Jimmy Choo Limited
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ANNEX A


Gaap to Non-Gaap Reconciliation
(in millions except percentage data)
 
​​
Fiscal Year Ended
 
​​
April 2, 2022
 
​​
Gross Profit
​​
Gross Profit %
​​
SG&A
As Adjusted (Non-GAAP basis from press release)(a)
​​
$3,730
​​
66.0%
​​
$2,657
Increased transportation costs(b)
​​
42
​​
0.7%
​​
0
Variable expenses attributable to higher retail revenue(c)
​​
​​
​​
$40
Approved marketing(c)
​​
 
​​
 
​​
$17
Other approved investments and adjustments(c)
​​
​​
​​
$49
As Adjusted (Non-GAAP basis for compensation payout)
​​
$3,772
​​
66.7%
​​
$2,550
(a)
Fiscal 2022 adjusted balances as previously disclosed in the Company’s press release furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on June 1, 2022.
(b)
Represents higher air freight due to unanticipated transportation disruptions.
(c)
Represents higher variable retail expenses related to above budget revenue performance, additional marketing primarily performance based linked to higher revenue, adjustments based on accounting treatment of certain items and other approved incremental spend.
CAPRI HOLDINGS
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ANNEX B

THIRD AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN

Capri Holdings Limited (the “Company”), a British Virgin Islands limited liability company, hereby establishes and adopts the following Third Amended and Restated Omnibus Incentive Plan (the “Plan”).
1. PURPOSE OF THE PLAN
The purpose of the Plan is to assist the Company and its Subsidiaries in attracting and retaining selected individuals to serve as employees, directors, consultants and/or advisors who are expected to contribute to the Company’s success and to achieve long-term objectives that will benefit shareholders of the Company through the additional incentives inherent in the Awards hereunder.
2. DEFINITIONS
2.1. “Award” shall mean any Option, Share Appreciation Right, Restricted Share Award, Restricted Share Unit Award, Other Share-Based Award, Performance Award, Dividend Equivalent or any other right, interest or option relating to Shares, other property or cash granted pursuant to the provisions of the Plan.
2.2. “Award Agreement” shall mean any agreement, contract or other instrument or document evidencing any Award hereunder, whether in writing or through an electronic medium.
2.3. “Board” shall mean the board of directors of the Company.
2.4. “Cause” means, in the case of a Participant who has an employment or service agreement with the Company or any of its Subsidiaries in effect at the time of his termination of employment or service, the definition of “Cause” set forth in such employment or service agreement. Otherwise, “Cause” means: (i) Participant’s gross negligence or willful misconduct, or willful failure to substantially perform Participant’s duties as an Employee, Consultant or Director of the Company or any of its Subsidiaries, as applicable, (other than due to physical or mental illness or incapacity), (ii) Participant’s conviction of, or plea of guilty or nolo contendere to a felony (or the equivalent of a felony in a jurisdiction other than the United States), (iii) Participant’s willful breach of a material provision of the Plan or Award Agreement or any employment, service or other agreement with the Company or any of its Subsidiaries, (iv) Participant’s willful violation of the Company or any of its Subsidiaries’ written policies that the Committee determines is detrimental to the best interests of the Company or any of its Subsidiaries; (v) Participant’s fraud or misappropriation, embezzlement or material misuse of funds or property belonging to the Company or any of its Subsidiaries; (vi) Participant’s use of alcohol or drugs that interferes with the performance of Participant’s duties as an Employee, Consultant, or Director of the Company or any of its Subsidiaries, as applicable; or (vii) any action or conduct of Participant that materially adversely affects the integrity and reputation of the Company or any of its Subsidiaries, their employees or their products, as determined by the Committee.
2.5. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
2.6. “Committee” shall mean the Compensation Committee of the Board or a subcommittee thereof formed by the Compensation Committee to act as the Committee hereunder or, if no such Compensation Committee or subcommittee thereof exists, the Board. The Committee shall consist of no fewer than two Directors, each of whom is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) an “independent director” for purpose of the rules of the principal U.S. national securities exchange on which the Shares are traded, in each case, when and to the extent necessary to satisfy Rule 16b-3 and the rules of the principal U.S. national securities exchange.
2.7. “Consultant” shall mean any consultant or advisor, who is a natural person and who provides services to the Company or any Subsidiary so long as such person (i) renders bona fide services that are not in connection with the offer and sale of the Company's securities in a capital-raising transaction, (ii) does not directly or indirectly promote or maintain a market for the Company's securities and (iii) otherwise qualifies as a consultant under the applicable rules of the SEC for registration of shares on a Form S-8 registration statement.
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2.8. “Covered Employee” shall mean an employee of the Company or its Subsidiaries who is a “covered employee” within the meaning of Section 162(m) of the Code.
2.9. “Director” shall mean a member of the Board who is not an employee.
2.10. “Dividend Equivalents” shall have the meaning set forth in Section 12.5.
2.11. “Employee” shall mean any employee of the Company or any Subsidiary and any prospective employee conditioned upon, and effective not earlier than, such person becoming an employee of the Company or any Subsidiary.
2.12. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.
2.13. “Fair Market Value” shall mean, with respect to Shares as of any date, (i) the closing price of the Shares as reported on the principal U.S. national securities exchange on which the Shares are listed and traded on such date, or, if there is no closing price on that date, then on the last preceding date on which such a closing price was reported; (ii) if the Shares are not listed on any U.S. national securities exchange but are quoted in an inter-dealer quotation system on a last sale basis, the final ask price of the Shares reported on the inter-dealer quotation system for such date, or, if there is no such sale on such date, then on the last preceding date on which a sale was reported; or (iii) if the Shares are neither listed on a U.S. national securities exchange nor quoted on an inter-dealer quotation system on a last sale basis, or if the Shares are not regularly traded on any such exchange or system, the amount determined by the Committee, in its sole discretion, to be the fair market value of the Shares. The Fair Market Value of any property other than Shares shall mean the market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.
2.14. “Incentive Share Option” shall mean an Option which when granted is intended to qualify as an incentive stock option for purposes of Section 422 of the Code.
2.15. “Option” shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices and during such period or periods as the Committee shall determine.
2.16. “Other Share-Based Award” shall have the meaning set forth in Section 8.1.
2.17. “Participant” shall mean an Employee, Director or Consultant who is selected by the Committee to receive an Award under the Plan.
2.18. “Performance Award” shall mean any Award of Performance Cash, Performance Shares or Performance Units granted pursuant to Article 9.
2.19. “Performance Cash” shall mean any cash incentives granted pursuant to Article 9 payable to the Participant upon the achievement of such performance goals as the Committee shall establish.
2.20. “Performance Criteria” shall mean the criteria (and adjustments) that the Committee selects for an Award for purposes of establishing the performance goal or performance goals for a Performance Period, determined as set forth in Section 10.1
2.21. “Performance Period” shall mean the period established by the Committee during which any performance goals specified by the Committee with respect to a Performance Award are to be measured.
2.22. “Performance Share” shall mean any grant pursuant to Article 9 of a unit valued by reference to a designated number of Shares, which value may be paid to the Participant upon achievement of such performance goals as the Committee shall establish.
2.23. “Performance Unit” shall mean any grant pursuant to Article 9 of a unit valued by reference to a designated amount of cash or property other than Shares, which value may be paid to the Participant upon achievement of such performance goals during the Performance Period as the Committee shall establish.
2.24. “Permitted Assignee” shall have the meaning set forth in Section 12.3.
2.25. “Prior Plans” shall mean the Amended and Restated Michael Kors (USA), Inc. Stock Option Plan, as amended from time to time, and any other plans pursuant to which equity-based compensation awards were granted prior to the IPO.
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2.26. “Restricted Share” shall mean any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and with such other restrictions as the Committee, in its sole discretion, may impose, which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.
2.27. “Restricted Share Award” shall have the meaning set forth in Section 7.1.
2.28. “Restricted Share Unit” means an Award that is valued by reference to a Share, which value may be paid to the Participant in Shares or cash as determined by the Committee in its sole discretion upon the satisfaction of vesting restrictions as the Committee may establish, which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.
2.29. “Restricted Share Unit Award” shall have the meaning set forth in Section 7.1
2.30. “SEC” means the Securities and Exchange Commission.
2.31. “Shares” shall mean the ordinary shares, no par value, of the Company.
2.32. “Share Appreciation Right” shall mean the right granted to a Participant pursuant to Article 6.
2.33. “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the relevant time each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.
2.34. “Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.
2.35. “Vesting Period” shall mean the period of time specified by the Committee during which vesting restrictions for an Award are applicable.
3. SHARES SUBJECT TO THE PLAN
3.1 Number of Shares. (a) Subject to adjustment as provided in Section 12.2, as of the effective date of this amended and restated Plan as defined in Section 13.13, a total of 7.687 million (7,687,239) Shares shall be authorized for Awards granted under the amended and restated Plan less one share for every share granted after April 2, 2022, plus Shares that expire, terminate, are cancelled, forfeited or settled in cash and are again available for issuance under the Plan.
(b) If (i) any Shares subject to an Award are forfeited, an Award expires or otherwise terminates without issuance of Shares, or an Award is settled for cash (in whole or in part), such Shares shall, to the extent of such forfeiture, expiration, termination or cash settlement, again be available for issuance under the Plan or (ii) any Shares subject to an award under the Prior Plans are forfeited, expire or otherwise terminate without issuance of such Shares, or an award under the Prior Plans is settled for cash (in whole or in part), expires or otherwise terminates without issuance of such Shares, such Shares shall, to the extent of such forfeiture, expiration, termination or cash settlement, again be available for issuance under the Plan.
(c) In the event that (i) any Option or other Award granted hereunder is exercised through the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, or (ii) withholding tax liabilities arising from such Option or other Award are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, then the Shares so tendered or withheld shall not be available for issuance under the Plan. In the event that (i) any option or award granted under the Prior Plans is exercised through the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, or (ii) withholding tax liabilities arising from such options or awards are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, then the Shares so tendered or withheld shall not be available for issuance under the Plan. For the avoidance of doubt, Shares subject to a Share Appreciation Right, or a share appreciation right under any Prior Plans, that are not issued in connection with its share settlement on exercise thereof and Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options, or options under any Prior Plans, shall not be available for issuance under the Plan.
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(d) Substitute Awards shall not reduce the Shares authorized for grant under the Plan or the applicable limitations for grant to a Participant under Section 10.3, nor shall Shares subject to a Substitute Award again be available for Awards under the Plan as provided in paragraphs (b) and (c) above. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary 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 under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.
(e) The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance under the Plan.
3.2. Character of Shares. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares purchased in the open market or otherwise.
3.3. Minimum Vesting Condition. Participants who are granted Options, Share Appreciation Rights, Restricted Share Awards, Restricted Share Unit Awards, Other Share-Based Awards, Performance Shares, Performance Units or Dividend Equivalents under this Plan will be required to continue to provide services to the Company or an Affiliate for not less than one (1) year following the date of grant in order for any such Award to fully or partially vest or be exercisable. Notwithstanding the foregoing, up to five percent (5%) of the available Shares authorized for issuance under the Plan pursuant to Section 3.1 may provide for vesting of Options, Share Appreciation Rights, Restricted Share Awards, Restricted Share Unit Awards, Other Share-Based Awards, Performance Shares, Performance Units or Dividend Equivalents, partially or in full, in less than one (1) year.
3.4 Limits on Awards to Directors. Notwithstanding any other provision of the Plan to the contrary, the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all Awards granted to any Director during any single fiscal year (excluding Awards made at the election of the Director in lieu of all or a portion of annual and committee cash retainers) shall not exceed $500,000.
4. ELIGIBILITY AND ADMINISTRATION
4.1. Eligibility. Any Employee, Director or Consultant shall be eligible to be selected as a Participant.
4.2. Administration. (a) The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to the provisions of the Plan and subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to: (i) select the Employees, Directors and Consultants to whom Awards may from time to time be granted hereunder; (ii) determine the type or types of Awards to be granted to each Participant hereunder; (iii) determine the number of Shares (or dollar value) to be covered by each Award granted hereunder; (iv) determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder; (v) determine whether, to what extent and under what circumstances Awards may be settled in cash, Shares, Restricted Shares or other property; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other property and other amounts payable with respect to an Award made under the Plan shall be deferred either automatically or at the election of the Participant; (vii) determine whether, to what extent and under what circumstances any Award shall be canceled or suspended; (viii) interpret and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award Agreement; (ix) disapply Sections 3.3 and/or 9.3 in connection with a Participant’s termination of service or termination due to death, disability or a Change in Control, and correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect; (x) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) determine whether any Award, other than an Option or Share Appreciation Right, will have Dividend Equivalents; (xii) to the extent not inconsistent with the terms of the Plan, accelerate the vesting or exercisability of any Award; and (xiii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.
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(b) Decisions of the Committee shall be final, conclusive and binding on all persons or entities, including the Company, any Participant, and any Subsidiary.
(c) To the extent not inconsistent with applicable law or the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded, the Committee may delegate to a committee of one or more directors of the Company any of the authority of the Committee under the Plan, including the right to grant, cancel or suspend Awards. The Committee may also delegate to one or more executive officers of the Company any of the authority of the Committee under the Plan to make grants of Awards to eligible individuals who are not “officers” for purposes of Section 16 of the Exchange Act.
5. OPTIONS
5.1. Grant of Options. Options may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Any Option shall be subject to the terms and conditions of this Article and to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable.
5.2. Award Agreements. All Options shall be evidenced by an Award Agreement in such form and containing such terms and conditions as the Committee shall determine which are not inconsistent with the provisions of the Plan. The terms and conditions of Options need not be the same with respect to each Participant. Granting an Option pursuant to the Plan shall impose no obligation on the recipient to exercise such Option. Any individual who is granted an Option pursuant to this Article may hold more than one Option granted pursuant to the Plan at the same time.
5.3. Option Price. Other than in connection with Substitute Awards, the option price per each Share purchasable under any Option granted pursuant to this Article shall not be less than 100% of the Fair Market Value of one Share on the date of grant of such Option; provided, however, that in the case of an Incentive Share Option granted to a Participant who, at the time of the grant, owns shares representing more than 10% of the voting power of all classes of shares of the Company or any Subsidiary, the option price per share shall be no less than 110% of the Fair Market Value of one Share on the date of grant. Other than pursuant to Section 12.2, the Committee shall not without the approval of the Company’s shareholders (a) lower the option price per Share of an Option after it is granted, (b) cancel an Option that has an exercise price that is equal to or greater than the Fair Market Value in exchange for cash or another Award (other than in connection with a Change in Control (as defined in Section 11.3), as described in Section 11.2) or (c) take any other action with respect to an Option that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded.
5.4. Option Term. The term of each Option shall be fixed by the Committee in its sole discretion; provided that no Option shall be exercisable after the expiration of ten (10) years from the date the Option is granted, except in the event of death or disability; provided, however, that the term of the Option shall not exceed five (5) years from the date the Option is granted in the case of an Incentive Share Option granted to a Participant who, at the time of the grant, owns shares representing more than 10% of the voting power of all classes of shares of the Company or any Subsidiary. Notwithstanding the foregoing, in the event that on the last business day of the term of an Option (i) the exercise of the Option, other than an Incentive Share Option, is prohibited by applicable law or (ii) Shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement to the extent such extension does not cause adverse tax consequences to the Participant under Section 409A of the Code.
5.5. Vesting and Exercise of Options. (a) Unless otherwise provided in an Award Agreement and subject to Section 3.3, any Option granted under the Plan shall vest and become exercisable as to 1/3 of the Shares subject thereto on each of the first three anniversaries of the date the Option is granted, in each case so long as the Participant continues to be employed by or provide services to the Company or any of its Subsidiaries on the relevant vesting date. Subject to Section 3.3, the Committee may, in its sole discretion, waive the vesting restrictions and any other conditions set forth in the Plan and any Award Agreement under such terms and conditions as the Committee shall deem appropriate.
(b) Vested Options granted under the Plan shall be exercised by the Participant (or by a Permitted Assignee thereof or the Participant’s executors, administrators, guardian or legal representative, to the extent provided in an Award Agreement) as to all or part of the Shares covered thereby, by giving notice of exercise to the Company or its designated agent, specifying the number of Shares to be purchased. The notice of exercise shall be in such form, made in such manner, and shall comply with such other requirements consistent with the provisions of the Plan as the Committee may prescribe from time to time.
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(c) Unless otherwise provided in an Award Agreement, full payment of such purchase price shall be made at the time of exercise and shall be made (i) in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds), (ii) by tendering previously acquired Shares (either actually or by attestation) valued at their then Fair Market Value, (iii) with the consent of the Committee, by delivery of other consideration having a Fair Market Value on the exercise date equal to the total purchase price, (iv) with the consent of the Committee, by withholding Shares otherwise issuable in connection with the exercise of the Option, (v) through any other method specified in an Award Agreement (including same-day sales through a broker), or (vi) any combination of any of the foregoing. The notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share.
(d) Notwithstanding the foregoing, an Award Agreement may provide that if on the last day of the term of an Option the Fair Market Value of one Share exceeds the option price per Share, the Participant has not exercised the Option (or a tandem Share Appreciation Right, if applicable) and the Option has not expired, the Option shall be deemed to have been exercised by the Participant on such day with payment made by withholding Shares otherwise issuable in connection with the exercise of the Option. In such event, the Company shall deliver to the Participant the number of Shares for which the Option was deemed exercised, less the number of Shares required to be withheld for the payment of the total purchase price and required withholding taxes; provided, however, any fractional Share shall be settled in cash.
5.6. Form of Settlement. In its sole discretion, the Committee may provide that the Shares to be issued upon an Option's exercise shall be in the form of Restricted Shares or other similar securities.
5.7. Incentive Share Options. The Committee may grant Incentive Share Options to any eligible Employee of the Company or any Subsidiary, subject to the requirements of Section 422 of the Code. Solely for purposes of determining whether Shares are available for the grant of Incentive Share Options under the Plan, the maximum aggregate number of Shares that may be issued pursuant to Incentive Share Options granted under the Plan shall be 7.687 million (7,687,239) Shares less one share for every share granted after April 2, 2022, subject to adjustment as provided in Section 3.1(b) and Section 12.2. No Option shall be treated as an Incentive Share Option unless the Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Section 422(b)(1) of the Code, provided that any Option intended to be an Incentive Share Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a nonqualified option unless and until such approval is obtained.
6. SHARE APPRECIATION RIGHTS
6.1. Grant, Vesting and Exercise. The Committee may grant Share Appreciation Rights (a) in tandem with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option, (b) in tandem with all or part of any Award (other than an Option) granted under the Plan or at any subsequent time during the term of such Award, or (c) without regard to any Option or other Award in each case upon such terms and conditions as the Committee may establish in its sole discretion. Unless otherwise provided in an Award Agreement and subject to Section 3.3, any Share Appreciation Rights granted under the Plan shall vest and become exercisable as to 1/3 of such Share Appreciation Rights on each of the first three anniversaries of the date the Share Appreciation Rights are granted, in each case so long as the Participant continues to be employed by or provide services to the Company or any of its Subsidiaries on the relevant vesting date.
6.2. Terms and Conditions. Share Appreciation Rights 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, including the following:
1. Upon the exercise of a Share Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value of one Share on the date of exercise (or such amount less than such Fair Market Value as the Committee shall so determine at any time during a specified period before the date of exercise) over (ii) the grant price of the Share Appreciation Right.
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2. The Committee shall determine in its sole discretion whether payment on exercise of a Share Appreciation Right shall be made in cash, in whole Shares, Restricted Shares, other property or any combination thereof.
3. The terms and conditions of Share Appreciation Rights need not be the same with respect to each recipient.
4. The Committee may impose such other terms and conditions on the exercise of any Share Appreciation Right, as it shall deem appropriate. A Share Appreciation Right shall (i) have a grant price per Share of not less than the Fair Market Value of one Share on the date of grant or, if applicable, on the date of grant of an Option with respect to a Share Appreciation Right granted in exchange for or in tandem with, but subsequent to, the Option (subject to the requirements of Section 409A of the Code) except in the case of Substitute Awards or in connection with an adjustment provided in Section 12.2, and (ii) have a term not greater than ten (10) years, except in the event of death or disability. Notwithstanding clause (ii) of the preceding sentence, in the event that on the last business day of the term of a Share Appreciation Right (x) the exercise of the Share Appreciation Right is prohibited by applicable law or (y) Shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement to the extent such extension does not cause adverse tax consequences to the Participant under Section 409A of the Code.
5. An Award Agreement may provide that if on the last day of the term of a Share Appreciation Right the Fair Market Value of one Share exceeds the grant price per Share of the Share Appreciation Right, the Participant has not exercised the Share Appreciation Right or the tandem Option (if applicable), and the Share Appreciation Right has not expired, the Share Appreciation Right shall be deemed to have been exercised by the Participant on such day. In such event, the Company shall make payment to the Participant in accordance with this Section, reduced by the number of Shares (or cash) required for withholding taxes; any fractional Share shall be settled in cash.
6. Without the approval of the Company’s shareholders, other than pursuant to Section 12.2, the Committee shall not (i) reduce the grant price of any Share Appreciation Right after the date of grant (ii) cancel any Share Appreciation Right that has a grant price that is equal to or greater than the Fair Market Value in exchange for cash or another Award (other than in connection with a Change in Control as defined in Section 11.3), or (iii) take any other action with respect to a Share Appreciation Right that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded.
7. RESTRICTED SHARE AND RESTRICTED SHARE UNITS
7.1. Grants. Awards of Restricted Shares and of Restricted Share Units may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan (a “Restricted Share Award” or “Restricted Share Unit Award” respectively), and such Restricted Share Awards and Restricted Share Unit Awards shall also be available as a form of payment of Performance Awards, Options, Share Appreciation Rights and other earned cash-based incentive compensation. The Committee has absolute discretion to determine whether any consideration (other than services) is to be received by the Company or any Subsidiary as a condition precedent to the grant of Restricted Share or Restricted Share Units, subject to such minimum consideration as may be required by applicable law.
7.2. Award Agreements. The terms of any Restricted Share Award or Restricted Share Unit Award granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The terms of Restricted Share Awards and Restricted Share Unit Awards need not be the same with respect to each Participant.
7.3. Rights of Holders of Restricted Share and Restricted Share Units. Unless otherwise provided in the Award Agreement, beginning on the date of grant of the Restricted Share Award and subject to execution of the Award Agreement, the Participant shall become a shareholder of the Company with respect to all Shares subject to the Award Agreement and shall have all of the rights of a shareholder, including the right to vote such Shares and the right to receive distributions made with respect to such Share, except as otherwise provided in this Section. A Participant who holds a Restricted Share Unit Award shall only have those rights specifically provided for in the Award Agreement; provided, however, in no event shall the Participant have voting rights with respect to such Award. Except as otherwise provided in an Award Agreement, any Shares, other property or cash distributed as a dividend or otherwise with respect
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to any Restricted Share Award or Restricted Share Unit Award as to which the restrictions have not yet lapsed shall be subject to the same restrictions as such Restricted Share Award or Restricted Share Unit Award, and the Committee shall have the sole discretion to determine whether, if at all, any cash-denominated amount that is subject to such restrictions shall earn interest and at what rate. Notwithstanding the provisions of this Section, cash dividends, shares and any other property (other than cash) distributed as a dividend or otherwise with respect to any Restricted Share Award or Restricted Share Unit Award that vests based on achievement of performance goals shall either (i) not be paid or credited or (ii) be accumulated, shall be subject to restrictions and risk of forfeiture to the same extent as the Restricted Shares or Restricted Share Units with respect to which such cash, shares or other property has been distributed and shall be paid at the time such restrictions and risk of forfeiture lapse.
7.4. Vesting Period. Unless otherwise provided in an Award Agreement, and subject to Section 3.3 any Restricted Shares or Restricted Share Units granted under the Plan shall vest and become exercisable as to 1/3 of the Shares subject to such Award on each of the first three anniversaries of the date the Award is granted, in each case so long as the Participant continues to be employed by or provide services to the Company or any of its Subsidiaries on the relevant vesting date. Subject to Section 3.3, the Committee may, in its sole discretion waive the vesting restrictions and any other conditions set forth in the Plan and any Award Agreement under such terms and conditions as the Committee shall deem appropriate.
7.5. Issuance of Shares. Any Restricted Share granted under the Plan may be evidenced in such manner as the Board may deem appropriate, including book-entry registration or issuance of a share certificate or certificates, which certificate or certificates shall be held by the Company. Such book entry registration, certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the restrictions applicable to such Restricted Share. At the request of the Committee, as a condition to any grant of Restricted Shares, a Participant may be required to execute a stock power in blank.
7.6. Dividend Equivalents. Subject to Section 12.5 the Committee may, in its sole discretion, provide that Dividend Equivalents shall be earned by a Participant of Restricted Share Units based on dividends declared on the Shares to be credited as of dividend payment dates during the period between the date an Award of Restricted Share Units is granted to a Participant and the settlement date of such Award.
8. OTHER SHARE-BASED AWARDS
8.1. Grants. Other Awards of Shares and other Awards that are valued in whole or in part by reference to, or are otherwise based on, Shares or other property (“Other Share-Based Awards”), including deferred share units, may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Other Share-Based Awards shall also be available as a form of payment of other Awards granted under the Plan and other earned cash-based compensation.
8.2. Award Agreements. The terms of Other Share-Based Awards granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The terms of such Awards need not be the same with respect to each Participant. Notwithstanding the provisions of this Section, and subject to Section 12.5, Dividend Equivalents with respect to the Shares covered by an Other Share-Based Award that vests based on achievement of performance goals shall be subject to the vesting conditions, restrictions and risk of forfeiture to the same extent as the Shares covered by an Other Share-Based Award with respect to which such cash, shares or other property has been distributed.
8.3. Vesting Period. Unless otherwise provided in an Award Agreement, and subject to Section 3.3, any Other Share-Based Awards granted under the Plan shall vest and become exercisable as to 1/3 of the Shares subject to such Award on each of the first three anniversaries of the date the Award is granted, in each case so long as the Participant continues to be employed by or provide services to the Company or any of its Subsidiaries on the relevant vesting date. Subject to Section 3.3, the Committee may, in its sole discretion waive the vesting restrictions and any other conditions set forth in the Plan and any Award Agreement under such terms and conditions as the Committee shall deem appropriate.
8.4. Payment. Except as may be provided in an Award Agreement, Other Share-Based Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee. Other Share-Based Awards may be paid in a lump sum or in installments or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A of the Code.
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8.5. Deferral of Director Fees. Directors shall, if determined by the Board, receive Other Share-Based Awards in the form of deferred share units in lieu of all or a portion of their annual retainer. In addition Directors may elect to receive Other Share-Based Awards in the form of deferred share units in lieu of all or a portion of their annual and committee retainers and annual meeting fees, provided that such election is made in accordance with the requirements of Section 409A of the Code. The Committee shall, in its absolute discretion, establish such rules and procedures as it deems appropriate for such elections and for payment in deferred share units.
9. PERFORMANCE AWARDS
9.1. Grants. Performance Awards in the form of Performance Cash, Performance Shares or Performance Units, as determined by the Committee in its sole discretion, may be granted hereunder to Participants, for no consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in Section 10.1 or such other criteria as determined by the Committee in its discretion.
9.2. Award Agreements. The terms of any Performance Award granted under the Plan shall be set forth in an Award Agreement (or, if applicable, in a resolution duly adopted by the Committee) which shall contain provisions determined by the Committee and not inconsistent with the Plan, including whether such Awards shall have Dividend Equivalents, in accordance with Section 12.5. The terms of Performance Awards need not be the same with respect to each Participant.
9.3. Performance Period. Subject to the last sentence of Section 3.3, Performance Awards granted to Participants under the Plan shall have a Performance Period of not less than one (1) year.
9.4. Terms and Conditions. The Performance Criteria to be achieved during any Performance Period and, subject to Section 9.3, the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award. The amount of the Award to be distributed shall be conclusively determined by the Committee.
9.5. Payment. Except as provided in Article 11, as provided by the Committee or as may be provided in an Award Agreement, Performance Awards will be distributed only after the end of the relevant Performance Period. Performance Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A of the Code.
10. PERFORMANCE CRITERIA
10.1. Performance Criteria. An Award may be subject to the achievement of one or more objective performance goals established by the Committee, which shall be based on the attainment of specified levels and may include but shall not be limited to the following: (a) sales (including same store or comparable sales), net sales; or return on sales; (b) revenue, net revenue, gross revenue, product revenue or system-wide revenue (including growth of same); (c) operating income or loss (before or after taxes and before or after allocation of corporate overhead and bonus); (d) earnings or loss per share (including on a diluted or undiluted basis, before or after taxes); (e) net income or loss (before or after taxes); (f) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (g) Share price (including, but not limited to, growth measures and total shareholder return); (h) market share; (i) enterprise value; (k) gross profits, gross or net profit margin or gross profit growth; (l) net operating profit (before or after taxes); (m) operating earnings, earnings or losses or net earnings or losses (including earnings or losses before taxes, before interest and taxes, or before interest, taxes, depreciation and/or amortization); (n) economic value-added models or “value creation” or similar metrics; (o) comparisons with various stock market indices; (p) expense targets or other reductions in costs goals or meeting divisional or project budgets; (q) cash flow measures (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital), which may but are not required to be measured on a per share basis; (r) return on capital (including return on total capital or return on invested capital); (s) general and administrative expense savings; (t) inventory control; (u) operating margin or gross margin; (v) year-end cash, cash margin or debt reduction; (w) operating efficiencies; (x) customer satisfaction, customer retention or; customer growth; (y) employee retention, succession and hiring; (z) productivity or productivity ratios; (aa) cost of capital, debt level year-end cash position or book value; (bb) competitive market metrics; (cc) timely completion of new product roll-outs; timely launch of new facilities (such as new store openings, gross or net); (dd); royalty income; (ee) implementation, completion or attainment of measurable objectives with respect to research,
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development, manufacturing, commercialization, products or projects or (ff) acquisitions and divestitures, reorganization and other corporate transactions or expansions of specific business operations; or (gg) any combination of the foregoing. Such performance goals also may be based solely by reference to the Company’s performance or the performance of a Subsidiary, division, business segment or business unit of the Company, or based upon the relative performance of other companies or upon comparisons of any of the indicators of performance relative to other companies. Any performance goals that are financial metrics, may be determined in accordance with United States generally accepted accounting principles (“GAAP”), or may be adjusted when established to include or exclude any items otherwise includable or excludable under GAAP. The Committee may also exclude charges related to an event or occurrence which the Committee determines should appropriately be excluded, including, but not limited to (a) restructurings or reorganizations, discontinued operations, asset write downs, litigation or claim judgments or settlements, acquisitions or divestitures, foreign exchange gains and losses, transaction costs associated with refinancing or repurchasing of bank loans or debt securities, unbudgeted capital expenditures, business interruption events, extraordinary items, and other unusual or infrequently occurring items or non-recurring charges, (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 (c) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles. The foregoing list of Performance Criteria is not exhaustive and the Committee shall have the discretion to establish such other Performance Criteria as the Committee deems appropriate from time to time.
10.2. Adjustments. The Committee may, in its sole discretion, provide that one or more adjustments shall be made to one or more of the performance goals. Such adjustments may include, without limitation, one or more of the following: (a) items related to a change in accounting principle; (b) items relating to financing activities; (c) expenses for restructuring or reorganization initiatives; (d) other non-operating items; (e) items related to acquisitions; (f) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (g) items related to the disposal of a business or segment of a business; (h) items related to discontinued operations that do not qualify as a segment of a business under GAAP; (i) items attributable to any share dividend, share split, combination or exchange of shares occurring during the Performance Period; (j) any other items of significant income or expense which are determined to be appropriate adjustments; (k) items relating to unusual or extraordinary corporate transactions, events or developments; (l) items related to amortization of acquired intangible assets; (m) items that are outside the scope of the Company’s core, on-going business activities; (n) items related to acquired in-process research and development; (o) items relating to changes in tax laws; (p) items relating to major licensing or partnership arrangements; (q) items relating to asset impairment charges; (r) items relating to gains or losses for litigation, arbitration and contractual settlements; (s) items attributable to expenses incurred in connection with a reduction in force or early retirement initiative; (t) items relating to any other unusual or nonrecurring events or changes in applicable law, accounting principles or business conditions; or (u) such other adjustments the Committee determines appropriate, in its sole discretion, taking into account such factors that the Committee deems relevant. The Committee shall have the discretion to determine whether, when and to what extent an adjustment is necessary or advisable based upon consideration of such factors that the Committee deems appropriate in light of the facts and circumstances. The Committee may not waive the achievement of the applicable performance goals except in the case of the death or disability of the Participant or as otherwise determined by the Committee in special circumstances.
10.3. Limitations on Grants to Individual Participants. Subject to adjustment as provided in Section 12.2, the following limits will apply to Awards of the specified type granted, or in the case of Performance Awards denominated in cash, payable to any one Participant in any single fiscal year:
(i) Appreciation Awards (Options and Share Appreciation Rights) and Full Value Awards (Restricted Share Awards, Restricted Share Unit Awards, Performance Awards and/or Other Share-Based Awards that are denominated in Shares): 1,500,000 Shares; and
(ii) Cash Awards - Performance Awards that are denominated in cash: $20,000,000.
In applying the foregoing limits, (a) all Awards of the specified type granted to the same Participant in the same fiscal year will be aggregated and made subject to one limit; (b) the limits applicable to Options and Share Appreciation Rights refer to the number of Shares subject to those Awards, (c) the Share limit for Full Value Awards refers to the maximum number of Shares that may be delivered under an Award or Awards of the type specified therein assuming a maximum payout; and (d) the dollar limit under clause (ii) refers to the maximum dollar amount payable under an Award or Awards of the type specified in clause (ii) assuming a maximum payout.
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11. CHANGE IN CONTROL PROVISIONS
11.1. Impact on Certain Awards. In the event of a Change in Control of the Company (as defined in Section 11.3), with respect to each outstanding Award, such outstanding Award shall, except as otherwise set forth below, continue in effect, or be assumed or an equivalent Award substituted by a successor company. Notwithstanding any other provision in the Plan, and unless otherwise provided in an Award Agreement prior to June 25, 2020, the portion of such Award subject to performance-based vesting (including, without limitation, any Performance Shares or Performance Units) shall have any performance goals or other performance-based conditions deemed to be achieved at the target level of performance and any performance period deemed to have expired, but shall continue to be subject to time-based vesting in accordance with the same time-based vesting schedule that applied to the Award immediately prior to the Change in Control without any performance-based condition.
11.2. Assumption or Substitution of Certain Awards. (a) Unless otherwise provided in an Award Agreement, prior to June 25, 2020, in the event of a Change in Control of the Company in which the successor company assumes or substitutes for an Option, Share Appreciation Right, Restricted Share Award, Restricted Share Unit Award or Other Share-Based Award (or in which the Company is the ultimate parent corporation and continues the Award), if a Participant’s employment with such successor company (or the Company) or a subsidiary thereof terminates within 24 months following such Change in Control and under the circumstances specified in the Award Agreement: (i) Options and Share Appreciation Rights outstanding as of the date of such termination of employment will immediately vest, become fully exercisable and shall remain exercisable for a two-year period (or if earlier, until the original expiration date set forth in the Award Agreement), (ii) the restrictions, limitations and other conditions applicable to Restricted Share and Restricted Share Units outstanding as of the date of such termination of employment shall lapse and the Restricted Share and Restricted Share Units shall become free of all restrictions, limitations and conditions and become fully vested, and (iii) the restrictions, limitations and other conditions applicable to any Other Share-Based Awards or any other Awards shall lapse, and such Other Share-Based Awards or such other Awards shall become free of all restrictions, limitations and conditions and become fully vested and transferable. For the purposes of this Section 11.2, an Option, Share Appreciation Right, Restricted Share Award, Restricted Share Unit Award or Other Share-Based Award shall be considered assumed or substituted for if following the Change in Control the Award confers the right to purchase or receive, for each Share subject to the Option, Share Appreciation Right, Restricted Share Award, Restricted Share Unit Award or Other Share-Based Award immediately prior to the Change in Control, the consideration (whether shares, cash or other securities or property) received in the transaction constituting a Change in Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company, the Committee may, with the consent of the successor company, provide that the consideration to be received upon the exercise or vesting of an Option, Share Appreciation Right, Restricted Share Award, Restricted Share Unit Award or Other Share-Based Award, for each Share subject thereto, will be solely common stock of the successor company with a fair market value substantially equal to the per Share consideration received by holders of Shares in the transaction constituting a Change in Control. The determination of what fair market value is substantially equal shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.
(b) Unless otherwise provided in an Award Agreement, prior to June 25, 2020, in the event of a Change in Control of the Company, to the extent the successor company does not assume or substitute for an Option, Share Appreciation Right, Restricted Share Award, Restricted Share Unit Award or Other Share-Based Award (or in which the Company is the ultimate parent corporation and does not continue the Award), then immediately prior to the Change in Control: (i) those Options and Share Appreciation Rights outstanding as of the date of the Change in Control that are not assumed or substituted for (or continued) shall immediately vest and become fully exercisable, (ii) restrictions, limitations and other conditions applicable to Restricted Share and Restricted Share Units that are not assumed or substituted for (or continued) shall lapse and the Restricted Share and Restricted Share Units shall become free of all restrictions, limitations and conditions and become fully vested, and (iii) the restrictions, other limitations and other conditions applicable to any Other Share-Based Awards or any other Awards that are not assumed or substituted for (or continued) shall lapse, and such Other Share-Based Awards or such other Awards shall become free of all restrictions, limitations and conditions and become fully vested and transferable.
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11.3. Change in Control. For purposes of the Plan and Awards, Change in Control means the occurrence of any one of the following events:
(a) During any twenty-four (24) month period, individuals who, as of the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the beginning of such period whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;
(b) Any “person” (as such term is defined in the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (b) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (i) by the Company or any Subsidiary, (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (iii) by any underwriter temporarily holding securities pursuant to an offering of such securities, (iv) pursuant to a Non-Qualifying Transaction, as defined in paragraph (c), or (v) by any person of Company Voting Securities from the Company, if a majority of the Incumbent Board approves in advance the acquisition of beneficial ownership of 30% or more of Company Voting Securities by such person;
(c) The consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (i) more than 50% of the total voting power of (A) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (B) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (ii) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 30% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (iii) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (i), (ii) and (iii) above shall be deemed to be a “Non-Qualifying Transaction”); or
(d) The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or the consummation of a sale of all or substantially all of the Company’s assets.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than 30% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur when the percentages set forth in this section are met.
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12. GENERALLY APPLICABLE PROVISIONS
12.1. Amendment and Termination of the Plan. The Board may, from time to time, alter, amend, suspend or terminate the Plan as it shall deem advisable, subject to any requirement for shareholder approval imposed by applicable law, including the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded; provided that the Board may not amend the Plan in any manner that would result in noncompliance with Rule 16b-3 under the Exchange Act; and further provided that the Board may not, without the approval of the Company's shareholders to the extent required by such applicable law, amend the Plan to (a) increase the number of Shares that may be the subject of Awards under the Plan (except for adjustments pursuant to Section 12.2), (b) expand the types of awards available under the Plan, (c) materially expand the class of persons eligible to participate in the Plan, (d) amend Section 5.3 or Section 6.2(f) to eliminate the requirements relating to minimum exercise price, minimum grant price and shareholder approval, (e) increase the maximum permissible term of any Option specified by Section 5.4 or the maximum permissible term of a Share Appreciation Right specified by Section 6.2(d), or (f) increase any of the limitations in Section 10.3. The Board may not (except pursuant to Section 12.2 or in connection with a Change in Control), without the approval of the Company’s shareholders, cancel an Option or Share Appreciation Right in exchange for cash or take any action with respect to an Option or Share Appreciation Right that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Shares are traded, including a reduction of the exercise price of an Option or the grant price of a Share Appreciation Right or the exchange of an Option or Share Appreciation Right for another Award. In addition, no amendments to, or termination of, the Plan shall impair the rights of a Participant in any material respect under any Award previously granted without such Participant's consent.
12.2. Adjustments. In the event of any merger, reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the Shares or the value thereof, such adjustments and other substitutions shall be made to the Plan and to Awards in a manner that the Committee deems equitable or appropriate taking into consideration the accounting and tax consequences, including such adjustments in the aggregate number, class and kind of securities that may be delivered under the Plan, the limitations in Section 10.3 (other than to Awards denominated in cash), the maximum number of Shares that may be issued pursuant to Incentive Share Options and, in the aggregate or to any Participant, in the number, class, kind and option or exercise price of securities subject to outstanding Awards granted under the Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company) as the Committee may determine to be appropriate; provided, however, that the number of Shares subject to any Award shall always be a whole number.
12.3. Transferability of Awards. Except as provided below, no Award and no Shares that have not been issued or as to which any applicable restriction, performance or deferral period has not lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution, and such Award may be exercised during the life of the Participant only by the Participant or the Participant’s guardian or legal representative. Except in the case of Incentive Share Options, to the extent and under such terms and conditions as determined by the Committee, a Participant may assign or transfer an Award without consideration (each transferee thereof, a “Permitted Assignee”) (i) to the Participant’s spouse, children or grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings, (ii) to a trust for the benefit of one or more of the Participant or the persons referred to in clause (i), (iii) to a partnership, limited liability company or corporation in which the Participant or the persons referred to in clause (i) are the only partners, members or shareholders or (iv) for charitable donations; provided that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the Plan and the Award Agreement relating to the transferred Award and shall execute an agreement satisfactory to the Company evidencing such obligations; and provided further that such Participant shall remain bound by the terms and conditions of the Plan. The Company shall cooperate with any Permitted Assignee and the Company’s transfer agent in effectuating any transfer permitted under this Section.
12.4. Termination of Employment or Services. The Committee shall determine and set forth in each Award Agreement whether any Awards granted in such Award Agreement will continue to be exercisable, continue to vest or be earned and the terms of such exercise, vesting or earning, on and after the date that a Participant ceases to be employed by or to provide services to the Company or any Subsidiary (including as a Director), whether by reason of death, disability, voluntary or involuntary termination of employment or services, or otherwise. The date of termination of a Participant’s employment or services will be determined by the Committee, which determination will be final. Except as otherwise provided in an Award Agreement, unless determined otherwise by the Committee: (i) neither a
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temporary absence from employment or service due to illness, vacation or leave of absence (including, without limitation, a call to active duty for military service through a Reserve or National Guard unit) nor a transfer from employment or service with the Company to employment or service with a Subsidiary or affiliate (or vice-versa) shall be considered a termination of employment or service with the Company or a Subsidiary; and (ii) if a Participant’s employment with the Company and its Subsidiaries terminates, but such Participant continues to provide services to the Company or its Subsidiaries in a non-employee capacity (including as a Director) (or vice-versa), such change in status shall not be considered a termination of employment or service with the Company or a Subsidiary for purposes of the Plan.
12.5. Deferral; Dividend Equivalents. The Committee shall be authorized to establish procedures pursuant to which the payment of any Award may be deferred. Subject to the provisions of the Plan and any Award Agreement, the recipient of an Award, if so determined by the Committee, shall be entitled to receive, currently or on a deferred basis, amounts equivalent to cash, shares or other property dividends on Shares (“Dividend Equivalents”) with respect to the number of Shares covered by the Award, as determined by the Committee, in its sole discretion. The Committee may provide that the Dividend Equivalents (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested. Notwithstanding the foregoing, (i) Dividend Equivalents may accrue in connection with an Award, but shall not be paid to a Participant prior to the date on which the Award (or the applicable portion of the Award to which the Dividend Equivalents relate) becomes vested; (ii) to the extent such vesting does not occur with respect to an Award, any related accrued Dividend Equivalents shall be forfeited; and (iii) Dividend Equivalents credited in connection with an Award that vests based on the achievement of performance goals shall be subject to restrictions and risk of forfeiture to the same extent as the Award with respect to which such Dividend Equivalents have been credited. Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Share Appreciation Rights.
13. MISCELLANEOUS
13.1. Award Agreements. Each Award Agreement shall either be (a) in writing in a form approved by the Committee and executed by the Company by an officer duly authorized to act on its behalf, or (b) an electronic notice in a form approved by the Committee and recorded by the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking one or more types of Awards as the Committee may provide; in each case and if required by the Committee, the Award Agreement shall be executed or otherwise electronically accepted by the recipient of the Award in such form and manner as the Committee may require. The Committee may authorize any officer of the Company to execute any or all Award Agreements on behalf of the Company. The Award Agreement shall set forth the material terms and conditions of the Award as established by the Committee consistent with the provisions of the Plan.
13.2. Tax Withholding. The Company shall have the right to make all payments or distributions pursuant to the Plan to a Participant (or a Permitted Assignee thereof) net of any applicable federal, state and local taxes required to be paid or withheld as a result of (a) the grant of any Award, (b) the exercise of an Option or Share Appreciation Right, (c) the delivery of Shares or cash, (d) the lapse of any restrictions in connection with any Award or (e) any other event occurring pursuant to the Plan. The Company or any Subsidiary shall have the right to withhold from wages or other amounts otherwise payable to a Participant (or Permitted Assignee) such withholding taxes as may be required by law, or to otherwise require the Participant (or Permitted Assignee) to pay such withholding taxes. If the Participant (or Permitted Assignee) shall fail to make such tax payments as are required, the Company or its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant (or Permitted Assignee) or to take such other action as may be necessary to satisfy such withholding obligations. The Committee shall be authorized to establish procedures for election by Participants (or Permitted Assignee) to satisfy such obligation for the payment of such taxes by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value), or by directing the Company to retain Shares (up to the minimum required statutory tax withholding rate for the Participant (or Permitted Assignee or such other rate that will not cause adverse tax or accounting consequences or cost)) otherwise deliverable in connection with the Award.
13.3. Right of Discharge Reserved; Claims to Awards. Nothing in the Plan nor the grant of an Award hereunder shall confer upon any Employee, Director or Consultant the right to continue in the employment or service of the Company or any Subsidiary or affect any right that the Company or any Subsidiary may have to terminate the employment or service of (or to demote or to exclude from future Awards under the Plan) any such Employee, Director or Consultant at any time for any reason. The Company shall not be liable for the loss of existing or potential profit from
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an Award granted in the event of termination of an employment or other relationship. No Employee, Director or Consultant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Employees, Directors or Consultants under the Plan.
13.4. Substitute Awards. Notwithstanding any other provision of the Plan, the terms of Substitute Awards may vary from the terms set forth in the Plan to the extent the Committee deems appropriate to conform, in whole or in part, to the provisions of the awards in substitution for which they are granted.
13.5. Cancellation of Award; Forfeiture of Gain. Notwithstanding anything to the contrary contained herein, an Award Agreement may provide that:
(a) In the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the securities laws, any mistake in calculations or other administrative error, in each case, which reduces the amount of the Award that would have been earned had the financial results been properly reported (as determined by the Committee) (i) the Award will be cancelled and (ii) the Participant will forfeit (A) the Shares received or payable on the vesting or exercise of the Award and (B) the amount of the proceeds of the sale, gain or other value realized on the vesting or exercise of the Award (and the Participant may be required to return or pay such Shares or amount to the Company).
(b) If the Participant, without the consent of the Company, while employed by or providing services to the Company or any Subsidiary or after termination of such employment or service, violates a non-solicitation or non-disclosure covenant or agreement or otherwise engages in activity that is in conflict with or adverse to the interest of the Company or any Subsidiary, as determined by the Committee in its sole discretion, then (i) any outstanding, vested or unvested, earned or unearned portion of the Award may, at the Committee’s discretion, be canceled without payment therefor and (ii) the Committee, in its discretion, may require the Participant or other person to whom any payment has been made or Shares or other property have been transferred in connection with the Award to forfeit and pay over to the Company, on demand, all or any portion of the compensation, gain or other value (whether or not taxable) realized upon the exercise of any Option or Share Appreciation Right and the value realized (whether or not taxable) on the vesting or payment of any other Award during the time period specified in the Award Agreement.
(c) To the extent required by applicable law (including without limitation Section 302 of the Sarbanes-Oxley Act and Section 954 of the Dodd Frank Act) and/or the rules and regulations of any U.S. national securities exchange or inter-dealer quotation system on which Shares are listed or quoted, or if so required pursuant to a written policy adopted by the Company (as in effect and/or amended from time to time), Awards shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into all outstanding Award agreements).
13.6. Stop Transfer Orders. All certificates for Shares delivered under the Plan pursuant to any Award 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 SEC, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
13.7. Nature of Payments. All Awards made pursuant to the Plan are in consideration of services performed or to be performed for the Company or any Subsidiary, division or business unit of the Company or a Subsidiary. Any income or gain realized pursuant to Awards under the Plan constitutes a special incentive payment to the Participant and shall not be taken into account, to the extent permissible under applicable law, as compensation for purposes of any of the employee benefit plans of the Company or any Subsidiary except as may be determined by the Committee or by the Board or board of directors of the applicable Subsidiary as permitted by such plans.
13.8. Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.
13.9. Severability. The provisions of the Plan shall be deemed severable. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction or by reason of change in a law or regulation, such provision shall (a) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain in full force and effect, and (b) not affect any other provision of the Plan or part thereof, each of which shall remain in full force and effect. If the making
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of any payment or the provision of any other benefit required under the Plan shall be held unlawful or otherwise invalid or unenforceable by a court of competent jurisdiction, such unlawfulness, invalidity or unenforceability shall not prevent any other payment or benefit from being made or provided under the Plan, and if the making of any payment in full or the provision of any other benefit required under the Plan in full would be unlawful or otherwise invalid or unenforceable, then such unlawfulness, invalidity or unenforceability shall not prevent such payment or benefit from being made or provided in part, to the extent that it would not be unlawful, invalid or unenforceable, and the maximum payment or benefit that would not be unlawful, invalid or unenforceable shall be made or provided under the Plan.
13.10. Construction. As used in the Plan, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
13.11. Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded” plan providing incentive compensation to a select group of employees and other individuals. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary, on the one hand, and a Participant or beneficiary thereof, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Rather, in its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver the Shares or payments in lieu of or with respect to Awards hereunder; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company.
13.12. Governing Law. The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the British Virgin Islands, without reference to principles of conflict of laws that would cause the laws of any other jurisdiction to apply, and construed accordingly.
13.13. Effective Date of Plan; Termination of Plan. The original Plan was effective as of December 1, 2011 and amended and restated as of May 20, 2015 and June 25, 2020. The Plan (as further amended and restated herein) was adopted by the Board as of May 24, 2022, and shall become effective upon approval of the third amended and restated Plan by the Company’s shareholders. This third amended and restated Plan shall be null and void and of no effect if the foregoing condition is not fulfilled and in such event each Award shall, notwithstanding any of the preceding provisions of the Plan, be null and void and of no effect, provided, however, that in such case the second amended and restated Plan effective June 25, 2020 shall continue in effect and any Awards granted from time to time thereunder shall remain effective. Awards may be granted under the Plan at any time and from time to time on or prior to May 24, 2032, on which date the Plan (as further amended and restated herein) will expire except as to Awards then outstanding under the Plan. Such outstanding Awards shall remain in effect until they have been exercised or terminated, or have expired.
13.14. Foreign Employees and Consultants. Awards may be granted to Participants who are foreign nationals or employed or providing services outside the United States, or both, on such terms and conditions different from those applicable to Awards to Employees or Consultants providing services in the United States as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences in local law or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company's obligation with respect to tax equalization for Employees or Consultants on assignments outside their home country.
13.15. Compliance with Section 409A of the Code. Notwithstanding any provision of the Plan to the contrary, this Plan is intended to comply and shall be administered in a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To the extent that an Award or the payment, settlement or deferral thereof is subject to Section 409A of the Code, the Award shall be granted, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment, settlement or deferral thereof to fail to satisfy Section 409A of the Code shall be amended to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with this Plan or any Award (including any taxes or penalties under Section 409A of the Code), and neither the Company nor
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any Affiliate shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties. Notwithstanding anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments or deliveries in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code shall be made to such Participant prior to the date that is six months after the date of such Participant’s “separation from service” (as defined in Section 409A of the Code) or, if earlier, the Participant’s date of death. Following any applicable six month delay, all such delayed payments or deliveries will be paid or delivered (without interest) in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. Unless otherwise provided by the Committee, in the event that the timing of payments in respect of any Award (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder or (B) a disability, no such acceleration shall be permitted unless the disability also satisfies the definition of “Disability” pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder.
13.16. No Registration Rights; No Right to Settle in Cash. The Company has no obligation to register with any governmental body or organization (including, without limitation, the SEC) any of (a) the offer or issuance of any Award, (b) any Shares issuable upon the exercise of any Award, or (c) the sale of any Shares issued upon exercise of any Award, regardless of whether the Company in fact undertakes to register any of the foregoing. In particular, in the event that any of (x) any offer or issuance of any Award, (y) any Shares issuable upon exercise of any Award, or (z) the sale of any Shares issued upon exercise of any Award are not registered with any governmental body or organization (including, without limitation, the SEC), the Company will not under any circumstance be required to settle its obligations, if any, under this Plan in cash.
13.17. Data Privacy. As a condition of acceptance of an Award, the Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section by and among, as applicable, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company and its Subsidiaries hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company or any Subsidiary, details of all Awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, managing and administering the Plan (the “Data”). The Participant further understands that the Company and its Subsidiaries may transfer the Data amongst themselves as necessary for the purpose of implementation, management and administration of the Participant’s participation in the Plan, and that the Company and its Subsidiaries may each further transfer the Data to any third parties assisting the Company in the implementation, management, and administration of the Plan. The Participant understands that these recipients may be located in the Participant’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant, through participation in the Plan and acceptance of an Award under the Plan, authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may elect to deposit any Shares. The Participant understands that the Data will be held only as long as is necessary to implement, manage, and administer the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Participant understands that refusal or withdrawal of consent may affect the Optionee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Optionee understands that he or she may contact his or her local human resources representative.
13.18. Indemnity. To the extent allowable pursuant to applicable law, each member of the Committee or of the Board and any person to whom the Committee has delegated any of its authority under the Plan shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit, or proceeding to which he or she
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may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or By-laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
13.19. Captions. The captions in the Plan are for convenience of reference only, and are not intended to narrow, limit or affect the substance or interpretation of the provisions contained herein.
13.20. Fractional Shares. No fractional Shares or fractional equity securities may be issued under the Plan. Any fractional Shares or equity securities shall be settled in the form of cash (but may be treated as a fractional share prior to any such settlement).
13.21. Purchase for Investment. Whether or not Awards under the Plan have been registered under applicable securities laws, including the Securities Act, each person exercising an Option or Share Appreciation Right under the Plan or otherwise acquiring Shares pursuant to an Award or receiving an Award, may be required by the Committee to give a representation in writing that such person is acquiring such Shares for investment and not with a view to, or for sale in connection with, the distribution of any part thereof.
13.22. No Section 83(b) Elections Without Consent of Company. No election under Section 83(b) of the Code or under a similar provision of law may be made unless expressly permitted by the Committee in writing prior to the making of such election or pursuant to an Award Agreement. If a Participant makes such an election in connection with an Award, the Participant shall notify the Company of such election within ten days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to Section 83(b) of the Code or other applicable provision.
13.23. Covered Employees. Notwithstanding any other provision of the Plan, the Committee shall have discretionary authority to grant awards to Covered Employees under the Plan in excess of any tax deductibility limit imposed by Section 162(m) of the Code or otherwise.
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