Meeting Date: |
August 3, 2022 |
Meeting Time: |
12:00 p.m. local time |
Meeting Location: |
33 Kingsway, London, United Kingdom WC2B 6UF |
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Meeting Date: |
August 3, 2022 |
Meeting Time: |
12:00 p.m. local time |
Meeting Location: |
33 Kingsway, London, United Kingdom WC2B 6UF |
1. | ||
| To elect |
office | |||
2. | | | To ratify the appointment of Ernst & Young LLP as the |
2023 | |||
3. | | | To hold a non-binding advisory vote on executive compensation |
4. | | | To consider and vote upon the approval of the Capri Holdings Limited Third Amended and Restated Omnibus Incentive Plan |
5. | | | To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement |
CAPRI HOLDINGS | | | i |
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. |
ii | | | CAPRI HOLDINGS |
WHO Stockholders of record as of Date June 6, 2022 | | | DATE August 3, 2022 | | | TIME 12:00 p.m. local time | | | WHERE 33 Kingsway, London, United Kingdom WC2B 6UF |
CAPRI HOLDINGS | | | 1 |
2 | | | CAPRI HOLDINGS |
Proxy Statement |
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Internet | | | QR Code | | | Telephone | | | Mail | | | In Person |
Go to www.proxyvote.com. You will need the 16-digit control number included in your proxy card or Notice. | | | Scan the QR code included on your proxy card or Notice. You will need the 16-digit control number. | | | Call (800) 690-6903 and provide your 16-digit control number. | | | Mark, date, sign and return the proxy card to the address provided in the proxy materials. | | | See “Attendance at the Annual Meeting.” |
CAPRI HOLDINGS | | | 3 |
Proxy Statement |
4 | | | CAPRI HOLDINGS |
Proxy Statement |
| 5 |
6 | | | CAPRI HOLDINGS |
PROPOSAL ONE |
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. |
GENDER | | | ETHNICITY | | | GENERATION |
| | | | |||
| | | |
Name | Age | Position | Class | Term Expiring | |||
Michael Kors | 56 | Honorary Chairman, Chief Creative Officer & Director | II | 2016 Nominated for re-election | |||
John D. Idol | 57 | Chairman, Chief Executive Officer & Director | III | 2017 | |||
M. William Benedetto | 75 | Director | I | 2018 | |||
Judy Gibbons | 59 | Director | II | 2016 Nominated for re-election | |||
Ann McLaughlin Korologos | 74 | Director | III | 2017 | |||
Stephen F. Reitman | 68 | Director | I | 2018 | |||
Jane Thompson | 44 | Director | II | 2016 Nominated for re-election | |||
Jean Tomlin | 61 | Director | I | 2018 |
CAPRI HOLDINGS | | | 7 |
PROPOSAL ONE |
8 | | | CAPRI HOLDINGS |
PROPOSAL ONE |
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. |
CAPRI HOLDINGS | | | 9 |
PROPOSAL ONE |
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. |
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. |
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. |
10 | | | CAPRI HOLDINGS |
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. |
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. |
CAPRI HOLDINGS | | | 11 |
Independence | | | Accountability | | | Alignment with Shareholders | | | Board Practices | | | Corporate Social Responsibility |
All non-employee directors are independent | |
meet regularly in executive session | |
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 |
12 | | | CAPRI HOLDINGS |
Corporate Governance |
| | 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 |
| | | | | | | | | | | | | | ||||||||
| | 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 | | | 13 |
Corporate Governance |
14 | | | CAPRI HOLDINGS |
CAPRI HOLDINGS | | | 15 |
Corporate Governance |
| | 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 |
16 | | | CAPRI HOLDINGS |
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. |
CAPRI HOLDINGS | | | 17 |
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. |
18 | | | CAPRI HOLDINGS |
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 |
CAPRI HOLDINGS | | | 19 |
20 | | | CAPRI HOLDINGS |
Corporate Governance |
| | Our Governance, Nominating and Corporate Social Responsibility Committee provides Board-level oversight of our CSR strategy, long-term sustainability goals and reporting. | |
| | 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. | |
| | Our Sustainability Steering Committee includes leaders across key business functions who are responsible for driving progress toward Capri’s environmental sustainability goals. | |
| | 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 | | | 21 |
Corporate Governance |
22 | | | CAPRI HOLDINGS |
Corporate Governance |
CAPRI HOLDINGS | | | 23 |
Corporate Governance |
How We Engage with Shareholders | |||
• | | | Regular financial reporting (SEC filings) |
• | | | Press releases |
• | | | Quarterly earnings conference calls |
• | | | Analyst meetings and conference calls |
• | | | Investor meetings and conference calls |
• | | | Annual shareholders meeting |
• | | | Roadshows in key cities |
• | | | Participation in conferences |
• | | | Investor day |
24 | | | CAPRI HOLDINGS |
Corporate Governance |
Name | | | Age | |||
| Position | |||||
| 63 | | Chairman | |||
| 57 | |||||
| Executive Vice President, | |||||
Jenna Hendricks | | 41 | | | Senior Vice President, Chief | |
Krista A. McDonough | | 42 | | | Senior Vice President, | |
Daniel T. Purefoy | | 52 | | | Senior Vice President, |
Biographical information regarding Mr. Idol is set forth under “Proposal No. 1 Election of |
| 25 |
Beneficial Owner | | | Ordinary Shares Beneficially Owned | | | Percent of Ordinary Shares Beneficially Owned |
5% or More Shareholder | | | | | ||
FMR LLC(1) | | | 22,488,932 | | | 14.95% |
The Vanguard Group(2) | | | 14,242,078 | | | 9.47% |
BlackRock, Inc.(3) | | | 13,338,727 | | | 8.90% |
Senvest Management, LLC(4) | | | 7,230,622 | | | 5.1% |
Named Executive Officers and Directors | | | | | ||
John D. Idol(5) | | | 3,176,269 | | | 2.2% |
Thomas J. Edwards, Jr.(6) | | | 179,132 | | | * |
Jenna Hendricks(7) | | | 39,866 | | | * |
Krista A. McDonough(8) | | | 84,188 | | | * |
Daniel T. Purefoy(9) | | | 37,445 | | | * |
Joshua Schulman(10) | | | — | | | — |
Marilyn Crouther(11) | | | 3,035 | | | * |
Robin Freestone(11) | | | 16,101 | | | * |
Judy Gibbons(11) | | | 31,005 | | | * |
Ann Korologos(11) | | | 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% |
26 | | | CAPRI HOLDINGS |
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% |
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. |
(2) | Based on Amendment No. 9 to the Schedule 13G filed with the SEC by The Vanguard Group (“Vanguard”) on February |
Based on Amendment No. |
(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. |
For Mr. Idol, thisamount includes |
(7) | For Ms. Hendricks, this amount includes 18,690 RSUs that will vest within 60 days of June 6, 2022. |
(10) | Mr. Schulman departed the Company on March 7, 2022. |
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28 | | | CAPRI HOLDINGS |
CAPRI HOLDINGS | | | 29 |
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS |
30 | | | CAPRI HOLDINGS |
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Fiscal 2015 ($) | Fiscal 2016 ($) | |||
Audit Fees | 2,050 | 2,453 | ||
Audit-Related Fees | 5 | 345 | ||
Tax Fees | 30 | 160 | ||
All Other Fees | 4 | 4 |
| | Fiscal 2021 ($) | | | Fiscal 2022 ($) | |
Audit Fees | | | 5,937 | | | 5,992 |
Audit-Related Fees | | | | | 338 | |
Tax Fees | | | | | 897 | |
All Other Fees | | | | | — |
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PROPOSAL TWO | ||
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Name | | | Position | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
John D. Idol | | | Chairman and Chief Executive Officer | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Thomas J. Edwards, Jr. | | | Executive Vice President, Chief Financial 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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Joshua Schulman(1) | | | Former Chief Executive Officer of
Table of Contents
Fiscal 2022 Executive Compensation | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Objectives | Compensation Policies and Practices | Compensation Framework | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Role of the Compensation and Talent Committee | Role of Consultants and | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Severance Protection and Change in Control | Tax and Accounting Considerations | Compensation and Talent Committee |
CAPRI HOLDINGS | | | 35 |
Compensation Discussion and Analysis |
(1) | A reconciliation to GAAP amounts appear in Annex A of this Proxy Statement. |
* | Illustrates TSR for April 2, 2022. |
36 | | | CAPRI HOLDINGS |
Compensation Discussion and Analysis |
CAPRI HOLDINGS | | | 37 |
Compensation Discussion and Analysis |
Program | | | Fiscal 2022 Decisions | | | Rationale |
38 | | | CAPRI HOLDINGS |
Compensation Discussion and Analysis |
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 |
CAPRI HOLDINGS | | | 39 |
Compensation Discussion and Analysis |
Compensation Governance Policies and Practices | |||
✔ Pay for performance | Majority of compensation is at risk, linked to | | | ✘ 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 | | | ✘ 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 | | | ✘ No equity awards included in severance calculations | If paid, severance is based only on cash compensation |
✔ Have double trigger change in control | Severance requires a change in control and | | | ✘ No option repricing | Any repricing requires advance shareholder approval |
✔ Review share utilization | Share utilization is monitored carefully to | | | |
✔ Engage an independent consultant | The Compensation and Talent Committee engages a consultant and annually assesses independence | | | ✘ No tax gross-ups | No executive has |
✔ Have an independent Committee | The Compensation and Talent Committee | | | ✘ No excessive executive perquisites | Perquisites are modest and aligned with market typical practices |
40 | | | CAPRI HOLDINGS |
Compensation Discussion and Analysis |
| | 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 | | | | | • 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, | | | | | | • 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. |
CAPRI HOLDINGS | | | 41 |
Compensation Discussion and Analysis |
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 |
(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. |
| | 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% |
42 | | | CAPRI HOLDINGS |
Compensation Discussion and |
| | | | 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 | | | $2,550.0 | | | 26.6% | | | 40% |
Total Weighted Payout as a % of Target | | | | | | | 133% | | | 200% |
(1) | Payouts between threshold and maximum are calculated on an interpolated basis. |
(2) | The performance measures used under the Cash Incentive Plan that were approved at the beginning of the performance period provided for certain non-GAAP adjustments so that performance measures would more consistently reflect underlying business operations as compared to the corresponding GAAP measures. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure is set forth in Annex A of this Proxy Statement. The non-GAAP financial results and reconciliations may differ from those disclosed as adjusted, non-GAAP measures in our public filings as additional items may be excluded in accordance with the terms of our Incentive Plan. These non-GAAP measures and adjustments may also be different from non-GAAP measures and adjustments used by other companies. |
Named Executive Officer | | | Annual Cash Incentive Award as a % of Base Salary | | | Fiscal 2022 Annual Cash Incentive ($) |
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 |
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Compensation Discussion and Analysis |
| | Fiscal 2022 Plan | | | Fiscal 2023 Plan | |
Free Cash Flow | | | 50% | | | 50% |
Gross Margin | | | 30% | | | 20% |
SG&A | | | 20% | | | 20% |
ESG | | | —% | | | 10% |
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 • Commencing in June 2022, depending on performance, the number of • 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 |
44 | | | CAPRI HOLDINGS |
Compensation Discussion and Analysis |
| | Fiscal Year | | | Fiscal Year +1 | | | Fiscal Year +2 | | | Fiscal Year +3 | | | Fiscal Year +4 | |
Base Salary(1) | | | Paid in | | | | | | | | | ||||
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 |
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) |
CAPRI HOLDINGS | | | 45 |
Compensation Discussion and Analysis |
(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. |
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. |
46 | | | CAPRI HOLDINGS |
Compensation Discussion and Analysis |
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 • 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 |
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 |
CAPRI HOLDINGS | | | 47 |
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 |
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 |
48 | | | CAPRI HOLDINGS |
Compensation Discussion and Analysis |
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. |
CAPRI HOLDINGS | | | 49 |
Compensation Discussion and Analysis |
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 |
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 |
Related powers | | | • Employment agreement: Similar powers with respect to the |
50 | | | CAPRI HOLDINGS |
Compensation Discussion and Analysis |
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. |
CAPRI HOLDINGS | | | 51 |
Compensation Discussion and Analysis |
52 | | | CAPRI HOLDINGS |
CAPRI HOLDINGS | | | 53 |
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 |
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| ||||||||||||||||||||||||
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 |
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|
(1) | The |
54 | | | CAPRI HOLDINGS |
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 |
(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 |
(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 |
(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. |
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 |
(2) | Represents (i) a foreign tax credit in the |
(3) | Mr. Purefoy was not |
(4) | Represents clothing allowance for Ms. Hendricks. |
(5) | For Mr. Schulman, this amount represents reimbursement of |
CAPRI HOLDINGS | | | 55 |
EXECUTIVE COMPENSATION |
| | | | | | 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 |
(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 |
(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 $0. See “Compensation Discussion and Analysis—Fiscal 2022 Compensation—Incentive Compensation—Fiscal 2022 Annual Cash Incentive” for more information regarding cash incentive awards. Amounts actually earned for Fiscal 2022 are set forth in the Summary Compensation Table above. |
56 | | | CAPRI HOLDINGS |
EXECUTIVE COMPENSATION |
CAPRI HOLDINGS | | | 57 |
EXECUTIVE COMPENSATION |
58 | | | CAPRI HOLDINGS |
EXECUTIVE COMPENSATION |
CAPRI HOLDINGS | | | 59 |
EXECUTIVE COMPENSATION |
| | Option Awards | | | Share Awards | |||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | | Option Exercise Price(1) ($) | | | 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 |
(2) | The aggregate market or payout value of unvested or unearned shares is |
(3) | These RSUs vest 25% each year over four years on each of the first four anniversaries of the date of grant, except for |
(4) | Reflects PRSUs that were deemed earned but not yet vested as of |
(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. |
60 | | | CAPRI HOLDINGS |
EXECUTIVE COMPENSATION |
| | 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 |
(2) | Reflects the exercise in July 2021 of options with a $12.12 exercise price granted in August 2011 that were scheduled to expire on August 11, 2021. |
Name | | | Executive Contributions ($) 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 |
(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 |
(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
|
CAPRI HOLDINGS | | | 61 |
EXECUTIVE COMPENSATION |
62 | | | CAPRI HOLDINGS |
EXECUTIVE COMPENSATION |
CAPRI HOLDINGS | | | 63 |
EXECUTIVE COMPENSATION |
64 | | | CAPRI HOLDINGS |
EXECUTIVE COMPENSATION |
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 | | | 65 |
EXECUTIVE COMPENSATION |
(2) | Pro rata portion of salary continuation severance payments and annual cash |
(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 |
(5) | Reflects RSUs that will vest on September 1, 2022, subject to Mr. Schulman’s compliance with certain restrictive covenants in |
66 | | | CAPRI HOLDINGS |
EXECUTIVE COMPENSATION |
Reason for | | | Impact on Equity Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Voluntary by Executive (No Grounds for Company to Terminate for Cause) | | | Unvested share options, RSUs and 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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Retirement (at least age 60 plus at least 10 years of service) | | | Unvested share options and Unvested PRSUs will vest at the Vested share options are exercisable for | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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
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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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.
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.
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.
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:
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:
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.
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:
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:
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.
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