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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
 
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.  )
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
 
Tapestry, Inc.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
 
 
 
 
 
 
 
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No fee required.
 
 
 
 
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Fee paid previously with preliminary materials.
 
 
 
 
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and O-11.
 
 
 
 

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Dear Fellow Stockholders:
 
 
 
 

 
       ANNE GATES

 
     JOANNE CREVOISERAT
 
 
Fiscal 2024 was a successful year for Tapestry – a testament to our talented global teams whose creativity and exceptional execution continue to fuel our brands and business.
 
Through an unwavering focus on powering innovation and consumer connections, we meaningfully advanced our futurespeed strategic growth agenda. To this end, we delivered strong financial results against a dynamic backdrop, highlighted by constant currency revenue gains, significant gross margin expansion, double-digit adjusted EPS growth, and robust cash flow generation. Our progress from the year includes:
 
• 
Building Lasting Customer Relationships: We acquired over 6.5 million new customers in North America alone, of which over half were Gen Z and Millennials, consistent with our strategy to recruit younger consumers to our brands. At the same time, we improved lapsed customer reactivation in North America, which highlights our ability to successfully engage our existing customer base as we drive new customer recruitment.
• 
Delivering Compelling Omni-Channel Experiences: Leveraging our data-rich, direct-to-consumer customer engagement platform, we remained committed to meeting and delighting our customers wherever they choose to shop. As a result, our global brick and mortar sales rose for the year on a constant currency basis driven by an increase in sales per square foot across a fleet which is highly profitable. In addition, we maintained our strong Digital positioning, with sales more than three times above pre-pandemic levels, representing nearly 30% of revenue at accretive margins. Our Digital business is powered by Tapestry’s leading capabilities, which have enabled us to enhance the consumer experience across their purchase journey.
• 
Fueling Fashion Innovation and Product Excellence: Throughout the year, we remained focused on bringing the creativity, quality, and compelling value required to win with consumers. Nowhere was this more evident than at our largest brand, Coach, where we delivered record annual revenue and handbag and accessories growth above the industry, underscoring the strength of our brand and product offering. Our success is also reflected in our Company’s strong gross margin delivery, as we achieved our highest annual gross margin in over 15 years.
• 
Powering Global Growth: Overall, we delivered total revenue growth on a constant currency basis, reflecting the benefits of our globally diversified business model. These topline results were led by international growth with gains across key regions. Further, we generated record adjusted earnings per share, growing significantly above prior year, while making strategic investments in our brands and business.
• 
Stretching What’s Possible – the Fabric of Change: Corporate responsibility is central to Tapestry's purpose and fundamental to driving our strategic and business initiatives. Throughout the year, we made progress across our four-pillar framework – People, Planet, Products, and Communities – with highlights that included the validation of our Science-Based Targets, the achievement of Gold-level TRUE zero waste certification at our Coach (Re)Loved & Repair Workshop, and recognition by USA Today as one of America’s Climate Leaders.
 
From this position of strength, we have a bold vision for the future. We entered our new fiscal year with a bias for action and growth and a steadfast commitment to bringing the innovation and execution required grow iconic brands with modern consumer relevance. In addition to our organic growth opportunities, there is a clear and compelling path to value creation through the proposed acquisition of Capri Holdings Limited, harnessing the power of our platform and leadership to bring meaningful benefits to customers, employees, partners, and shareholders around the world.
 
Importantly, the year ahead will again require agility and adaptability – controlling the factors we can and managing our business responsibly to drive long-term growth. While we are not immune to macroeconomic and other external factors, we can define our own destiny given our distinctive brands, talented global teams, and strong cash flow. These differentiators provide us with strategic and financial flexibility to continue to deliver enhanced value and shareholder returns in Fiscal 2025 and for years to come.
 
 
 
 
 
 
 
 

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We value your investment in our company and thank you for your continued support. We hope that you will join us for our 2024 Annual Meeting of Stockholders at 9:00 a.m., Eastern Time, on November 14, 2024. We will conduct our meeting exclusively online via live webcast at www.virtualshareholdermeeting.com/TPR2024. As always, your participation is important. Please refer to the attached Notice of 2024 Annual Meeting of Stockholders and Proxy Statement for information detailing matters to be considered and voted upon at this year’s meeting.
 
 
 
 
 
 
 
 
 
 
 
Sincerely,
 
 
 

 
Anne Gates
Chair of the Board of Directors
 
 

 
Joanne Crevoiserat
Director and Chief Executive Officer
 
 
 
 
 
 
 

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NOTICE OF 2024 ANNUAL MEETING
OF STOCKHOLDERS
We will hold the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Tapestry, Inc., a Maryland corporation (the “Company” or “Tapestry”), virtually via live webcast by visiting www.virtualshareholdermeeting.com/TPR2024, on November 14, 2024, at 9:00 a.m., Eastern Time, for the following purposes:
1.
2.
3.
4.
To transact any other business that may properly come before the Annual Meeting or any postponement or adjournment thereof.
The foregoing items of business are more fully described in the accompanying proxy statement. The Board of Directors has fixed the close of business on September 18, 2024 as the record date for the Annual Meeting (the “Record Date”), and only holders of record of common stock at such time will be entitled to notice of or to vote at the Annual Meeting or any postponement or adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS,

 
David E. Howard
General Counsel and Secretary
New York, New York
September 27, 2024

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YOUR VOTE IS IMPORTANT
Regardless of whether you plan to join the meeting, please follow the instructions you received to authorize a proxy to vote your shares as soon as possible to ensure that your shares are represented and voted at the meeting. If you attend the meeting you may vote your shares personally even if you have sent in proxies or authorized a proxy to vote online. You will need your unique control number which appears on the Notice of Internet Availability of Proxy Materials, the proxy card (printed in the box and marked by the arrow) and the instructions that accompanied the proxy materials in order to vote your shares at the Annual Meeting.
If you hold your shares in street name, based on current New York Stock Exchange (“NYSE”) rules, your broker will NOT be able to vote your shares with respect to the election of Directors (Proposal No. 1) or the advisory vote to approve the Company's executive compensation (Proposal No. 3) if you have not provided directions to your broker. We strongly encourage you to provide directions to your broker to vote your shares and exercise your right to vote as a stockholder.
Help us make a difference by eliminating paper proxy mailings to your home or business: with your consent, we will provide all future proxy voting materials and annual reports to you electronically. Instructions for consenting to electronic delivery can be found on your proxy card. Your consent to receive stockholder materials electronically will remain in effect until canceled.
SPECIAL NOTE ON FORWARD-LOOKING INFORMATION
This document contains certain “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are based on management’s current expectations, that involve risks and uncertainties that could cause actual results to differ materially from current expectations. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “believes,” “may,” “can,” “will,” “should,” “expect,” “confidence,” “trends,” “intend,” “estimate,” “on track,” “are positioned to,” “on course,” “opportunity,” “continue,” “project,” “guidance,” “target,” “forecast,” “anticipate,” “plan,” “potential,” “position,” “see,” “would,” the negative of these terms or comparable terms. These statements include, but are not limited to, those regarding the Company’s 2025 growth strategy, futurespeed and other strategic initiatives and certain agreements and plans that will require us to provide compensation to our executives upon the occurrence of future events, such as the achievement of Company objectives and the termination of an individual’s employment or a change in control of the Company, and those regarding expectations that certain performance goals and/or targets for management and/or the Company will be attained. These future events may not occur as and when expected, if at all, and, together with the Company’s business, are subject to various risks and uncertainties. These risks and uncertainties include that future compensation to our Named Executive Officers, and the events that could trigger such payments, may vary materially from the descriptions described herein due to factors beyond our control, such as the timing during the year of a triggering event, the amount of future non-equity incentive compensation and the value of our stock on the date of a triggering event. The Company assumes no obligation to revise or update any such forward-looking statements for any reason, except as required by law.
The Company’s actual results could differ materially from the results contemplated by these forward-looking statements and are subject to a number of risks, uncertainties, estimates and assumptions that may cause actual results to differ materially from current expectations due to a number of important factors, including but not limited to: (i) the impact of economic conditions, recession and inflationary measures; (ii) our exposure to international risks, including currency fluctuations and changes in economic or political conditions in the markets where we sell or source our products; (iii) the impact of the coronavirus (“Covid-19”) global pandemic; (iv) our ability to retain the value of our brands and to respond to changing fashion and retail trends in a timely manner, including our ability to execute on our e-commerce and digital strategies; (v) our ability to successfully implement the initiatives under our 2025 growth strategy; (vi) the effect of existing and new competition in the marketplace; (vii) satisfaction of the conditions precedent to consummation of the proposed acquisition of Capri Holdings Limited (“Capri”), including the ability to secure regulatory approval in the United States on the terms expected, at all or in a timely manner; (viii) our ability to achieve intended benefits, cost

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savings and synergies from acquisitions, including our proposed acquisition of Capri; (ix) the outcome of the antitrust lawsuit by the Federal Trade Commission against us and Capri related to the consummation of the proposed acquisition; (x) our ability to control costs; (xi) the effect of seasonal and quarterly fluctuations on our sales or operating results; (xii) the risk of cybersecurity threats and privacy or data security breaches; (xiii) our ability to satisfy our outstanding debt obligations or incur additional indebtedness; (xiv) the risks associated with climate change and other corporate responsibility issues; (xv) the impact of tax and other legislation; (xvi) the risks associated with potential changes to international trade agreements and the imposition of additional duties on importing our products; (xvii) our ability to protect against infringement of our trademarks and other proprietary rights; (xviii) the impact of pending and potential future legal proceedings; and (xix) the other risk factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 2024 (“fiscal year 2024”), or those described from time to time in the Company’s future reports filed with the Securities and Exchange Commission (the “SEC”). In this proxy statement references to “we,” “our,” “us,” “Tapestry” and the “Company” refer to Tapestry, Inc., including its consolidated subsidiaries as of June 29, 2024. Unless the context requires otherwise, references to “Coach,” “Kate Spade” and “Stuart Weitzman” throughout this proxy statement refer only to the identified brand. References to fiscal year 2023 refer to the Company’s fiscal year ended July 1, 2023 (“fiscal year 2023”).

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2024 ANNUAL MEETING OF STOCKHOLDERS
 
 
 
 
 
 
 
 
 
 
DATE & TIME
 
 
VIRTUAL MEETING LOCATION
 
 
RECORD DATE
 
 
Thursday,
November 14, 2024
9:00 a.m. Eastern Time
 
 
Held virtually via live webcast at
www.virtualshareholdermeeting.com/TPR2024
 
 
Close of business on
September 18, 2024
 
 
 
 
 
 
 
 
 
 
VOTING ROADMAP
 
 
 
 
 
 
 
 
 
 
Proposal
 
 
The Board Recommends Voting:
 
 
Page Reference
(for more detail)
 
 
Proposal 1: Election of 11 Directors
 
 
FOR EACH NOMINEE
 
 
22
 
 
Proposal 2: Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 28, 2025
 
 
FOR
 
 
31
 
 
Proposal 3: Advisory vote to approve the Company’s executive compensation, as discussed and described in this proxy statement
 
 
FOR
 
 
36
 
 
 
 
 
 
 
 
 
 
PARTICIPATING IN THE ANNUAL MEETING & VOTING YOUR SHARES
We invite you to join the Annual Meeting online via live webcast. There will not be a physical meeting. You will be able to participate in the virtual Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TPR2024.
Stockholders at the close of business on the Record Date are entitled to notice and to vote at the Annual Meeting. Each share of common stock is entitled to one vote for each Director nominee and each of the other proposals.
Prior to the Annual Meeting, you may authorize a proxy to vote your shares and submit pre-meeting questions online by visiting proxyvote.com and following the instructions on your proxy card. You do not need to participate in the Annual Meeting to vote if you submitted your proxy in advance of the Annual Meeting.
In order to vote your shares or ask questions at the Annual Meeting:
•
You will need your unique control number which appears on your Notice of Internet Availability of Proxy Materials, the proxy card (printed in the box and marked by the arrow) and the instructions that accompanied the proxy materials.
•
If your shares are held in a brokerage, financial institution or another account that bears the name of the holder and not you (shares referred to as held in “street name”) and you do not have a control number, you must contact your broker or other financial institution to obtain a control number or voting instructions.
Please authorize a proxy to vote your shares as soon as possible. If you are a beneficial owner of shares of our common stock, your broker will NOT be able to vote your shares with respect to any of the matters presented at the meeting other than the ratification of the selection of our independent registered public accounting firm, unless you give your broker specific voting instructions.
See “Questions You May Have Regarding this Proxy Statement” in Appendix B of this proxy statement for more information.
 
 
 
 
Even if you plan to join our Annual Meeting, please authorize a proxy to cast your vote as soon as possible by:
 
 

 
 
 

 
 
 

 
 
 

 
 
 
using the Internet at
www.proxyvote.com
 
 
scanning this QR code
to vote with your mobile device
 
 
calling toll-free from
the United States, U.S.
territories and Canada
to 1-800-690-6903
 
 
mailing your signed proxy
or voting instruction form
 
 
 
 
 
 
 
 
 
 
 
 
 

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Notice of 2024 Annual Meeting of Stockholders
 
 
 
 
 
 
 
PROXY SUMMARY
 
 
1
 
 
 
 
CORPORATE GOVERNANCE
 
 
10
 
Meetings and Committees of the Board
 
 
10
 
Board Oversight Structure
 
 
15
 
Compensation Committee Interlocks and Insider Participation
 
 
18
 
Code of Conduct and Other Policies
 
 
18
 
Other Corporate Governance Matters
 
 
19
 
Director Compensation
 
 
20
 
 
 
 
PROPOSAL 1: ELECTION OF DIRECTORS
 
 
22
 
 
 
 
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
31
 
 
 
 
AUDIT COMMITTEE REPORT
 
 
32
 
 
 
 
EXECUTIVE OFFICERS
 
 
33
 
 
 
 
TAPESTRY STOCK OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
 
34
 
 
 
 
PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION
 
 
36
 
 
 
 
COMPENSATION DISCUSSION AND ANALYSIS
 
 
37
 
Executive Summary
 
 
38
 
What We Pay and Why
 
 
42
 
Fiscal Year 2024 Compensation
 
 
46
 
Other Compensation and Benefit Elements
 
 
54
 
Compensation Decision Making Process
 
 
55
 
Additional Information
 
 
57
 
 
 
 
HUMAN RESOURCES COMMITTEE REPORT
 
 
59
 
 
 
 
 
 
 
 
 
 
 
COMPENSATION RISK ASSESSMENT
 
 
60
 
 
EXECUTIVE COMPENSATION
 
 
61
Summary Compensation Table
 
 
61
Grants of Plan-based Awards
 
 
63
Outstanding Equity Awards at Fiscal Year-end 2024
 
 
64
2024 Option Exercises and Stock Vested
 
 
66
2024 Non-Qualified Deferred Compensation
 
 
67
Employment Agreements and Compensatory Arrangements
 
 
68
Potential Payments Upon Termination or Change in Control
 
 
71
CEO Pay Ratio
 
 
74
Pay versus Performance
 
 
75
 
 
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
 
 
80
 
 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
 
81
Transactions with Related Persons
 
 
81
Policies and Procedures for Related Person Transactions
 
 
81
 
 
OTHER INFORMATION
 
 
82
Communicating with the Board
 
 
82
Stockholder Proposals for the 2025 Annual Meeting
 
 
82
Other Business
 
 
82
Tapestry’s Form 10-K and Other Matters
 
 
83
Expenses of Solicitation
 
 
83
Householding
 
 
83
 
 
APPENDIX A — RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES
 
 
84
 
 
APPENDIX B: — QUESTIONS YOU MAY HAVE REGARDING THIS PROXY STATEMENT
 
 
86

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PROXY SUMMARY
This summary highlights information contained elsewhere in this proxy statement. For more complete information about these topics, please review the Tapestry, Inc. (the “Company” or “Tapestry”) Annual Report on Form 10-K (the “Form 10-K”) for fiscal year 2024 and this entire proxy statement. We are mailing the Notice of 2024 Annual Meeting of Stockholders and instructions on how to access this proxy statement via the Internet (or, for those who request it, a hard copy of this proxy statement and the proxy card) to our stockholders on or about September 27, 2024.
About Tapestry
Tapestry, Inc. is a house of iconic accessories and lifestyle brands. Our global house of brands unites the magic of Coach, kate spade new york and Stuart Weitzman. Each of our brands are unique and independent, while sharing a commitment to innovation and authenticity defined by distinctive products and differentiated customer experiences across channels and geographies. We use our collective strengths to move our customers and empower our communities, to make the fashion industry more sustainable, and to build a company that’s equitable, inclusive and diverse. Individually, our brands are iconic. Together, we can stretch what’s possible.
Our corporate headquarters are in midtown Manhattan at 10 Hudson Yards, New York, New York 10001. Tapestry is a publicly traded company (NYSE: TPR).
Fiscal Year 2024 Business Highlights
Tapestry meaningfully advanced its strategic agenda in fiscal year 2024, delivering strong financial results despite the complex global economic and consumer environment. The Company drove constant currency topline gains, significant gross margin expansion, and double-digit adjusted earnings per diluted share (“EPS”) growth.
Importantly, Tapestry also remained committed to creating value for stockholders, utilizing robust free cash flow generation to return $321 million to our stockholders in fiscal year 2024 through quarterly dividends.
Financial Highlights

 
 
 
 
 
 
 
 
 
 
 
 
 
2024 PROXY STATEMENT | 1
 
 
 
 
 
 
 

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Proxy Summary
Strategic Highlights
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
 
 

 
 
 

 
 
 

 
 
 
BUILD LASTING CUSTOMER RELATIONSHIPS
 
 
FUEL FASHION INNOVATION & PRODUCT EXCELLENCE
 
 
DELIVER COMPELLING OMNI-CHANNEL EXPERIENCES
 
 
POWER GLOBAL
GROWTH
 
 
MAINTAIN OPERATIONAL DISCIPLINE
 
 
Acquired over 6.5 million new customers in North America alone, of which over half were Gen Z and Millennials
 
 
Delivered compelling and distinctive assortments to consumers, with notable momentum at Coach, which drove handbag revenue growth and AUR gains
 
 
Drove global brick and mortar sales growth fueled by higher productivity per store, while maintaining a strong digital positioning
 
 
Achieved international topline growth of 6% at constant currency which included gains of 14% in Europe, 9% in Other Asia, 5% in Japan, and 3% in Greater China, which offset a 1% decline in North America
 
 
Delivered significant gross margin expansion, double-digit adjusted EPS growth, and robust cash flow generation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Looking ahead, Tapestry maintains a bold vision for the future and a steadfast commitment to drive growth and shareholder value for years to come. Tapestry’s outlook for fiscal year 2025 for its organic business incorporates revenue and earnings per share growth, reflecting continued disciplined brand building and operational excellence.
On August 10, 2023, Tapestry, Inc. announced a definitive agreement to acquire Capri Holdings Limited, establishing a powerful global house of iconic luxury and fashion brands.
On April 22, 2024, the Federal Trade Commission (“FTC”) filed a lawsuit in an attempt to block the proposed acquisition and a trial was conducted in September 2024, the results of which are pending. The Company is confident in the merits and pro-competitive, pro-consumer nature of this transaction and is working expeditiously to close the transaction in calendar year 2024.
 
 
 
 
2 | 2024 PROXY STATEMENT
 
 

 
 
 
 

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Proxy Summary
The Fabric of Change: Purpose-Led, People-Centered Business
Initiatives
Strategy
At Tapestry, we believe that corporate responsibility is a business imperative and we are taking action to ensure the sustainability of our business over time and protect our ability to bring creativity to the marketplace. Tapestry’s corporate responsibility framework, The Fabric of Change, unites teams across our business in a shared ambition: to make every beautiful choice a responsible choice.
The Fabric of Change covers four strategic pillars: Power of Our People, Sustain the Planet, Create Products with Care, and Uplift Our Communities. In addition to longer term strategic objectives outlined below, Tapestry has set and publicly tracks progress against specific goals and targets tied to each of these pillars (the “Goals”).
•
Power of Our People: We aim to foster a culture of purpose and fulfillment at Tapestry by embedding equity, inclusion and diversity (“EI&D”) throughout our organization, and attracting and retaining talent with a compelling and engaging employee experience.
•
Sustain the Planet: We aim to preserve and restore our planet through continuous investments into solutions that improve biodiversity and reduce the impacts of climate change.
•
Create Products with Care: We aim to increase the use of innovative materials and focus on production methods that design out waste and pollution, keep products in use and restore natural systems.
•
Uplift Our Communities: We aim to empower the communities where our employees live and work, and provide the resources and capacity needed to support supply chain partners in the regions where we operate.
Governance and Oversight
Our strategy, including oversight, management and identification of risks, including climate-related risks, is ultimately governed by our Board of Directors (the “Board”) and driven by a Task Force comprised of senior leaders and cross-functional members from major business functions. The Board approves long-term corporate responsibility goals, strategic moves and major actions and receives updates at least annually. The Governance and Nominations Committee of the Board receives quarterly updates on corporate responsibility strategy and progress updates on our Goals and initiatives. The Human Resources Committee also receives regular updates on the “Power of Our People” pillar of The Fabric of Change strategy. In addition, the Audit Committee periodically reviews risk management regarding these matters to confirm our corporate responsibility actions are consistent with the Company’s corporate strategy.
The Company is a signatory to the United Nations (“UN”) Global Compact, and as such, our corporate responsibility strategy is aligned with the UN Sustainable Development Goals. Additional information on The Fabric of Change and progress on our Goals and other commitments, along with our annual Corporate Responsibility Report, Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB) and Task Force on Climate-Related Financial Disclosures (TCFD) indices are available at www.tapestry.com/responsibility. The content on this website and the content in our Corporate Responsibility Reports are not incorporated by reference into this proxy statement or in any other report or document we file with the SEC. The Company regularly evaluates its programs, Goals and initiatives.
 
 
 
 
 
 
 
 
 
 
 
 
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Proxy Summary
Corporate Responsibility Highlights & Awards
 
 
 
 
 
 
 
 
 
 
Achieved goal
of sourcing over 90%
of leather from Gold- and
Silver-rated Leather
Working Group tanneries
2 years ahead of schedule
 
 
Received validation of
our near- and long-term
GHG emissions
reductions targets
from the SBTi
 
 
Achieved Gold-level
TRUE Zero
Waste Certification
for our Coach (Re)Loved & Repair Workshop
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Joined the Inclusion Works coalition of more than
100 Disability:IN corporate partners
 
 
 
 

 
 
 
 
 
​Hit milestone of 200,000 hours served to date
globally toward our 2030 goal of 500,000 hours
 
 
 
 
 
 
 
 
 
4 | 2024 PROXY STATEMENT
 
 

 
 
 
 

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Proxy Summary
Human Capital Management
Unlocking the power of our people is a key strategic pillar for the Company, supported by the Company’s senior leadership, as reflected in the key programs and focus areas described below. The Board and the Human Resources Committee oversee and regularly engage with management on these areas, including quarterly updates to the Human Resources Committee and the full Board on talent development, succession planning and other areas of human capital management. Our people strategy aims to build a talent engine where diverse talent can thrive and to foster an inclusive culture by welcoming people and ideas from everywhere to stretch what’s possible.
Equity, Inclusion and Diversity
Our EI&D strategy is grounded in our purpose and values and is a core element to stretching what’s possible for our workforce, in our workplace and for our customers. To support these actions, we are guided by four interconnected principles:
•
Talent. Attracting, retaining and growing top talent - making us an employer of choice in a rapidly evolving talent marketplace.
•
Culture. Fostering a culture of inclusion, where people and ideas from everywhere are welcomed.
•
Community. Nurturing the vibrancy of the communities in which we live and work to advance equity, opportunity and dignity for all.
•
Marketplace. Embracing our responsibility in the marketplace as a global fashion company. We are committed to affecting positive change for our industry and delivering on our value proposition to stakeholders - consumers, investors and vendor partners.
The Company is committed to fostering an equitable, inclusive and diverse culture. We are a member of CEO Action for Diversity and Inclusion, the largest business coalition committed to advancing diversity and inclusion. Our Chief Inclusion and Social Impact Officer is responsible for shaping and delivering the Company's EI&D strategy and overseeing our social impact efforts through advocacy, philanthropy and volunteerism. See Corporate Responsibility Highlights & Awards for recognition we have received for our focus on fostering an equitable work environment. We monitor our employee representation by gender, race and ethnicity throughout the Company, and disclose this information, including our EEO-1 Consolidated Report for calendar year 2023, on our website at www.tapestry.com/responsibility/our-people. See At a Glance: 2024 Board of Directors Nominees for information on the diversity of our Director nominees.
Total Rewards
Tapestry is dedicated to being a place where our employees love to work, where they feel recognized and rewarded for all that they do. Tapestry’s primary compensation principle is to “pay for performance” and to maintain a competitive total rewards program to attract, motivate and retain the key talent we need. To accomplish this goal, we strive to appropriately align our total compensation with the pay, benefits and rewards offered by other companies that compete with us for talent in the marketplace and to align those pay programs with achieving outstanding business and financial results.
Talent Development
Our talented employees are vitally important to our near and long-term success. Our recruitment strategies focus on attracting the best diverse talent to our organization and then retaining them through career development, mobility and advancement within our open and inclusive culture. We strive to provide a working environment where our highly engaged teams can grow and progress their careers. We also work to foster a dynamic, performance-driven culture, which includes regular feedback and coaching. We listen to our employees through regular pulse surveys that inform on how we can continue to strive for excellence in our work culture.
Well-being and Safety
We are committed to providing a safe working environment and supporting our employees in achieving and sustaining their health and well-being goals. We provide our employees with supplemental resources to achieve work-life integration and wellness, such as access to our Employee Assistance Program, the Tapestry Associate Relief Fund, regular employee programming and a subscription to a smartphone application dedicated to meditation and mindfulness. We also believe in
 
 
 
 
 
 
 
 
 
 
 
 
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Proxy Summary
encouraging and empowering our employees to take part in building a welcoming and inclusive community, through supplemental time-off to perform community service and a matching gift program that matches up to $10,000 per eligible employee in donations to eligible nonprofits in North America from the Tapestry Foundation.
Corporate Governance Highlights
 
 
 
 
 
 
 
 
 
 
Engaged and Independent Board
Focused on Continuous
Evaluation and Refreshment
 
 
Commitment to
Stockholder Rights
 
 
Demonstrated Corporate
Governance and Compensation
Best Practices
 
 
Ten of Eleven Director nominees are independent
Independent Chair of the Board and Board Committees comprised solely of
Independent Directors
Demonstrated commitment to
Board refreshment and rigorous
director selection criteria
Annual election of all Directors
Annual Board, Committee and
Director assessments, as well as annual CEO evaluation
Regular executive sessions of Independent Directors
 
 
Bylaws contain Proxy
Access provision
Bylaws may be amended by stockholders representing a
majority of outstanding shares
entitled to vote
Active year-round stakeholder engagement
Majority vote standard for
uncontested director elections
Annual “Say on Pay” advisory vote
 
 
Longstanding corporate
responsibility commitments, with
strong board oversight and measurable
short and long-term goals
Diverse Board,
representing strong company-wide
commitment to EI&D
Active Board oversight of risk management, including cybersecurity
Code of Conduct for ethical
business policies and conduct
Stock ownership guidelines for Directors and executives and clawback
for incentive awards
Prohibition on political
expenditures
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Proxy Summary
At a Glance: 2024 Board of Directors Nominees
Our 2024 Director nominees bring an effective mix of viewpoints, backgrounds, diversity and experiences to the Board.

 
 
 
 
 
 
 
 
Independent Directors
 
 
91%
 
 
Average Tenure
 
 
3.5 Years
 
 
Gender
 
 
Male
 
 
Female
 
 
 
 
55%
 
 
45%
 
 
 
 
Average Age
 
 
57.5 Years
 
 
Race / Ethnicity
 
 
White / Caucasian
 
 
Black / African American
 
 
Asian
 
 
64%
 
 
18%
 
 
18%
 
 
Born or Reside Outside the U.S.
 
 
45%
 
 
Identified as LGBTQ
 
 
9%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Proxy Summary
The following table provides summary information about each Director nominee. All of the Director nominees are currently members of the Board.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Name
 
 
Age
 
 
Director
Since
 
 
Principal
Occupation
 
 
Independent
 
 
Audit
Committee
 
 
Human
Resources
Committee
 
 
Governance and
Nominations
Committee
 
 
Other U.S. listed Public
Company Boards
 
 
John P. Bilbrey
 
 
68
 
 
2020
 
 
Executive Chairman, Olaplex
 
 

 
 
 
 
 
 
•
 
 
•
 
 
• Colgate-Palmolive
• Elanco Animal Health
• Olaplex
 
 
Darrell Cavens
 
 
51
 
 
2018
 
 
Retired Founder and Chief
Executive Officer of zulily, inc.
 
 

 
 
 
 
 
 
•
 
 
 
 
 
 
 
 
Joanne Crevoiserat
 
 
60
 
 
2020
 
 
Director and Chief Executive
Officer of Tapestry, Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
• General Motors Co.
 
 
David Elkins*
 
 
56
 
 
2024
 
 
Executive Vice President and
Chief Financial Officer, Bristol
Myers Squibb
 
 

 
 
 
•
 
 
 
 
 
 
 
 
 
 
 
Hanneke Faber*
 
 
55
 
 
2021
 
 
Chief Executive Officer,
Logitech
 
 

 
 
 
•
 
 
 
 
 
 
 
 
• Logitech International S.A.
 
 
Anne Gates*
 
 
64
 
 
2017
 
 
Retired President of MGA
Entertainment, Inc.
 
 

 
 
 
•
 
 
 
 
 
•
 
 
• Kroger
• Raymond James Financial
 
 
Thomas Greco*
 
 
66
 
 
2020
 
 
Retired President, Chief
Executive Officer of Advance
Auto Parts
 
 

 
 
 
•
 
 
 
 
 
•
 
 
• Centene Corporation
 
 
Kevin Hourican
 
 
51
 
 
2024
 
 
Chair of the Board and Chief
Executive Officer, Sysco Corporation
 
 

 
 
 
 
 
 
•
 
 
 
 
 
• Sysco Corporation
 
 
Alan Lau*
 
 
49
 
 
2023
 
 
Chief Business Officer of
Animoca Brands
 
 

 
 
 
•
 
 
 
 
 
 
 
 
 
 
 
Pamela Lifford
 
 
61
 
 
2020
 
 
Retired President, Global
Brands and Experiences,
Warner Bros. Discovery
 
 

 
 
 
 
 
 
•
 
 
 
 
 
 
 
 
Annabelle Yu Long
 
 
51
 
 
2016
 
 
Founding and Managing
Partner of BAI Capital
 
 

 
 
 
 
 
 
 
 
 
 
 
 
• LexinFintech Holdings
• NIO Inc
 
 
Number of Meetings in fiscal year 2024
 
 
4
 
 
5
 
 
4
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
• Committee Chair • Member * Audit Committee Financial Expert
 
 
 
 
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Overview of 2024 Executive Compensation
Set forth below is the fiscal year 2024 compensation for each named executive officer (“NEO” or “Named Executive Officer”) as determined under SEC rules. The hallmarks of our program include a strong pay-for-performance focus and annual and long-term incentives that support our business priorities, our talent objectives and stockholder value creation. See the notes accompanying the Summary Compensation Table on page 61 for more information.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Name & Principal Position
 
 
Salary
($)
 
 
Bonus
($)
 
 
Stock
Awards
($)
 
 
Option
Awards
($)
 
 
Non-Equity
Incentive Plan
Compensation
($)
 
 
All Other
Compensation
($)
 
 
Total
($)
 
 
Joanne Crevoiserat
Chief Executive Officer
 
 
1,390,385
 
 
—
 
 
6,323,364
 
 
3,999,753
 
 
3,654,000
 
 
62,711
 
 
15,430,213
 
 
Scott Roe
Chief Financial Officer and
Chief Operating Officer
 
 
965,385
 
 
—
 
 
2,371,288
 
 
1,499,903
 
 
1,590,469
 
 
78,033
 
 
6,505,078
 
 
Todd Kahn
Chief Executive Officer and
Brand President, Coach
 
 
990,385
 
 
—
 
 
1,896,988
 
 
1,199,925
 
 
1,875,000
 
 
62,467
 
 
6,024,765
 
 
Liz Fraser(1)
Chief Executive Officer and
Brand President, Kate Spade
 
 
850,000
 
 
—
 
 
822,036
 
 
519,963
 
 
797,300
 
 
26,900
 
 
3,016,199
 
 
David Howard
General Counsel and Secretary
 
 
595,192
 
 
—
 
 
1,040,456
 
 
499,967
 
 
548,100
 
 
34,188
 
 
2,717,903
 
(1)
Ms. Fraser left the Company on September 2, 2024.
2024 Proxy Voting Roadmap
 
 
 
 
 
 
 
 
 
 
 
 
THE BOARD RECOMMENDS VOTING:
 
 
PAGE REFERENCE
(for more detail)
 
 
PROPOSAL 1: Election of Eleven Directors
 
 
FOR EACH NOMINEE
 
 
22
 
 
PROPOSAL 2: Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 28, 2025
 
 
FOR
 
 
31
 
 
PROPOSAL 3: Advisory vote to approve the Company’s executive compensation, as discussed and described in this proxy statement
 
 
FOR
 
 
36
 
 
 
 
 
 
 
 
 
 
 
 
 
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CORPORATE GOVERNANCE
Meetings and Committees of the Board
The Board held eight (8) meetings during fiscal year 2024. In addition to meetings of the full Board, Directors also attended meetings of Committees of the Board (the “Committees” and each a “Committee”). Each of the incumbent Directors attended at least 75% of the meetings held by the Board and Board Committees on which he or she served during the fiscal year.
The Board has an Audit Committee (the “Audit Committee”), a Human Resources Committee (the “HR Committee”), which performs the functions of a compensation committee and a Governance and Nominations Committee (the “GN Committee”). Each Committee operates pursuant to a charter, which can be found for each Committee on Tapestry's website at www.tapestry.com/investors/ under the Committees section. We will provide to any person without charge, upon request, copies of any of the Committee charters. You may obtain such copies by sending a written request to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary. Each Committee has implemented procedures to
ensure that during the course of each fiscal year it devotes the attention that it deems necessary or appropriate to each of the matters assigned to it under its charter.
All regular quarterly meetings of the Board and Board Committees include an executive session of our non-employee Directors, all of whom are independent (“Independent Directors”) without members of management present. In fiscal year 2024, Anne Gates presided over executive sessions of the Board as Independent Chair of the Board. Our Independent Directors and Board Committees have authority to retain outside advisors as they deem necessary.
Tapestry encourages each member of the Board to attend each Annual Meeting of Stockholders, but has not adopted a formal policy with respect to such attendance.
All of the Company's Directors then-standing for re-election attended the Annual Meeting of Stockholders held in 2023.
Board Membership and Committee Roster
 
 
 
 
 
 
 
 
 
 
 
 
 
Name of Director
 
 
Audit
 
 
Human Resources
 
 
Governance and
Nominations
 
 
John P. Bilbrey
 
 
 
 
•
 
 
•
 
 
Darrell Cavens
 
 
 
 
•
 
 
 
 
Joanne Crevoiserat
 
 
 
 
 
 
 
 
 
David Elkins(1)
 
 
•
 
 
 
 
 
 
Hanneke Faber
 
 
•
 
 
 
 
 
 
Anne Gates
 
 
•
 
 
 
 
•
 
 
Thomas Greco
 
 
•
 
 
 
 
•
 
 
Kevin Hourican(2)
 
 
 
 
•
 
 
 
 
Alan Lau
 
 
•
 
 
 
 
 
 
Pamela Lifford
 
 
 
 
•
 
 
 
 
Annabelle Yu Long
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
•
 
 
Committee Chair
 
 
•
 
 
Member
(1)
Mr. Elkins joined the Board and was appointed to the Audit Committee on February 29, 2024.
(2)
Mr. Hourican joined the Board and was appointed to the Human Resources Committee on February 29, 2024.
 
 
 
 
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CORPORATE GOVERNANCE
Audit Committee
The Audit Committee is comprised solely of Independent Directors and met four (4) times during fiscal year 2024. The Audit Committee reviews Tapestry's auditing, accounting, financial reporting and internal control functions and has sole responsibility for the selection of independent accountants. The Audit Committee is required to pre-approve all services provided by the independent accountants to assure that these services do not impair the auditor's independence. Services that have not received pre-approval will require specific review and approval by the Audit Committee. In addition, when the scope of services being provided (and the related fees) meaningfully change, Tapestry and the independent accountants will provide an update to the Audit Committee. The Audit Committee reviews Tapestry's accounting principles and financial reporting, as well as the independence of Tapestry's independent accountants. In discharging its duties, the Audit Committee:
•
is directly responsible for the appointment, compensation determination and oversight of Tapestry's independent accountants;
•
is directly responsible for pre-approving the audit and non-audit services rendered by the independent accountants;
•
provides oversight of, and has authority for the selection and evaluation of Tapestry's internal auditors;
•
meets independently with Tapestry's internal auditors, its independent accountants and senior management;
•
reviews the general scope of matters relating to Tapestry's accounting, financial reporting, internal control systems, annual audit and internal audit program as well as matters relating to Tapestry's information system architecture and cybersecurity, and the results of the annual audit; and
•
reviews with Tapestry's Chief Executive Officer and Chief Financial Officer the matters required to be personally certified by such officers in Tapestry’s public filings and the procedures followed to prepare for such certifications.
Tapestry’s Board determined that all members of the Audit Committee during fiscal year 2024 were “independent” as defined in the NYSE listing standards and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and that all were “financially literate” under the rules of the NYSE. The Board has determined that Mr. Greco, the Chair of the Audit Committee, Messrs. Elkins and Lau and Mses. Gates and Faber each qualify as an “Audit Committee financial expert” under federal securities laws.
Human Resources Committee
The HR Committee is comprised solely of Independent Directors and met five (5) times during fiscal year 2024. Pursuant to the HR Committee Charter, the HR Committee:
•
determines, approves and reports to the Board on all elements of compensation for Tapestry’s executive officers and other key executives, including targeted total cash compensation and long-term equity-based incentives and oversees the administration of various employee benefit and retirement plans, except as otherwise delegated by the Board or the Committee;
•
reviews non-employee director compensation and benefits and recommends changes to the Board as necessary;
•
reviews Tapestry’s overall human capital strategy, including EI&D;
•
performs, or assists the Board in performing, the duties of the Board relating to the annual performance evaluations of the Company’s executive officers;
•
monitors performance, talent development and succession planning for key executives; and
•
consults, as needed, with third-party compensation consultants.
In fiscal year 2024, the HR Committee retained the services of Compensation Advisory Partners, LLC (“CAP”); a description of the services provided to the HR Committee by CAP during fiscal year 2024 appears under Compensation Discussion and Analysis—Compensation Decision Making Process—Roles and Responsibilities.
Tapestry's Board determined that all members of the HR Committee during fiscal year 2024 were “independent” under the NYSE heightened independence standards for members of compensation committees and that each member of the HR Committee qualifies as a “non-employee director,” as defined in Rule 16b-3 promulgated under the Exchange Act.
 
 
 
 
 
 
 
 
 
 
 
 
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CORPORATE GOVERNANCE
Governance and Nominations Committee
The GN Committee is comprised solely of Independent Directors and met four (4) times during fiscal year 2024.
The GN Committee performs a leadership role in shaping the corporate governance of the Company, and reports to the Board on matters relating to corporate governance and the identification and nomination of new directors. The GN Committee also performs succession planning for the Chief Executive Officer and conducts annual performance evaluations of the Board and its several Committees, and
each individual Director. The GN Committee also has primary oversight of the Company’s corporate responsibility strategy, Board succession planning and Board refreshment processes. These responsibilities are described in more detail in Board, Committee and Director Evaluations and Board Refreshment and Succession Planning Processes below.
Tapestry's Board determined that all members of the GN Committee during fiscal year 2024 were “independent” as defined in the NYSE listing standards.
Ongoing Director Education
The Board believes that ongoing Director education is essential for both new and long-serving Directors to successfully fulfill their duties. All incoming Directors participate in the Company’s Director onboarding and education program, which involves meetings with members of management to review Company strategy, Tapestry and brand business and operational performance, corporate governance, human capital management and corporate responsibility matters. Throughout the course of their service on the Board, all Directors are polled on which topics and programs they think will support them in their roles and the
Company incorporates this feedback into future programming. Directors are given access to relevant educational materials and information on training programs through an online portal, as well as external memberships to corporate governance organizations. The Company reimburses Directors for all reasonable fees and expenses associated with attending outside training programs. In addition, outside experts are frequently invited to Board and Committee meetings throughout the year to present on specific topics (such as artificial intelligence, corporate governance, innovation, and geopolitical risk in fiscal year 2024).
Board, Committee and Director Evaluations
The Board believes that a regular, robust Board evaluation process is a critical tool in ensuring Board effectiveness and strong corporate governance. The GN Committee has primary oversight of the process, which consists of annual evaluations by each Director of the full Board, the Board Committees, and each individual Director. Additionally, members of the Company’s management team are periodically asked for their feedback and perspective on Board process and effectiveness. These collective evaluations are intended to determine whether the Board and its Committees are functioning effectively, to assess Director performance, and to identify opportunities for overall improvement.
Evaluations are conducted annually through confidential questionnaires, which solicit quantitative and textual feedback. On a periodic basis (most recently for the fiscal year 2021 review cycle), the process also includes one-on-one interviews with Board members and certain members of management conducted by an independent third-party facilitator.
Evaluations consider a number of topics, including:
•
board structure, composition and performance;
•
board and Committee roles, and meeting agendas and materials;
•
access to management, outside advisors and other information and resources necessary for the Board to fulfill its duties;
•
the overall function of the Board and its Committees; and
•
assessment of individual and peer contributions, including solicitation of feedback to ensure each director’s skills are being utilized most effectively.
The Independent Directors also evaluate the performance of Tapestry's Chief Executive Officer annually. The results of the evaluations are discussed with the Chair of the Board, the GN Committee, each Committee Chair, and with the full Board in executive session. The Chair provides anonymous feedback to each Director on an individual basis.
While this formal evaluation process is conducted on an annual basis, Directors are encouraged to continuously share their perspectives, feedback and suggestions throughout the year. Items requiring follow-up and execution from the annual evaluation process and other engagements are monitored throughout the year by the Board, the applicable Committees and management.
 
 
 
 
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CORPORATE GOVERNANCE
Board Refreshment and Succession Planning Processes
The Board is committed to active and ongoing Board refreshment practices and succession planning, working to continuously align Board composition and leadership with the Company’s strategic needs. Building and maintaining an effective Board is a critical responsibility of our GN Committee, designed to ensure that the Board and each Committee is operating effectively and comprised of highly qualified directors, with the appropriate skills, experience, perspective and independence to provide effective oversight and serve the best interests of our stockholders. The GN Committee conducts a year-round process, which includes
(i) regular review and discussion of the existing Board composition, utilizing a matrix of certain director skills and experience as a discussion tool; (ii) consideration of disclosures by each Director in their Annual Director and Officer Questionnaire, including with respect to external commitments, with semi-annual abridged questionnaires for interim updates; (iii) review of the annual Board, Committee and individual Director evaluations; and (iv) regular GN Committee agenda items devoted specifically to Board refreshment and succession planning, reporting out to the full Board.
Refreshment Practices
In identifying and recommending Director candidates, the GN Committee places emphasis on the Company’s Corporate Governance Principles, as approved by the Board and posted on our website, which set forth qualifications and criteria for director selection, including the following minimum qualifications: the highest personal and professional ethics, integrity and values; commitment to representing the long-term interests of our stockholders; an inquisitive and objective perspective, practical wisdom and mature judgment; freedom from significant conflicts of interest; the willingness and ability to devote the time necessary to perform the duties and responsibilities of a director; and a commitment to serve on the Board for an extended period of time. The GN Committee’s selection process also provides for engagement of third-party search firms, interviews with various members of the GN Committee, the Board and management, and an evaluation of each individual in the context of the Board as a whole, applying criteria that it deems appropriate. The final selection of nominees is made by the Board.
During fiscal year 2024, the Board appointed two new Directors: Kevin Hourican and David Elkins. They bring significant strategic and financial expertise to Tapestry’s Board, highlighted by successful track records of driving global growth and transformation at scale, including deep M&A experience.
The Corporate Governance Principles also provide that unless the Board determines that the carrying out of a Director’s responsibilities to the Company will not be adversely affected by the Director’s other directorships, Directors who serve as the CEO of a public company should not serve on more than two other public company boards, and other Directors should not serve on more than four other public company boards.
The GN Committee will consider all candidates recommended by stockholders in accordance with the same timing and other procedures established in Tapestry’s Bylaws for stockholder nominations. See Other Information—Stockholder Proposals for the 2025 Annual Meeting for more information. The GN Committee evaluates all candidates in the same manner, regardless of the source of such recommendation, and, subject to provisions in our Bylaws concerning proper notice by stockholders of proposed nominees, will consider all candidates recommended by stockholders. Such recommendations should include the name and address and other pertinent information about the candidate as is required by Tapestry’s Bylaws. Recommendations should be submitted in writing to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary. The policy and procedures for considering candidates recommended by stockholders were formally adopted by our Board in May 2004.
Board Succession Planning
Led by the GN Committee, our Board reviews the composition, skills and dynamics of the full Board and each Committee no less than annually to ensure appropriate Board succession plans are in place.
Based on these reviews, the GN Committee determines optimal utilization of each Director’s skills and experience and confirms or modifies succession plans for the Board Chair and Committee Chairs and members. The full Board appoints the Board and Committee Chairs and Committee members annually, following the Company’s Annual Meeting.
 
 
 
 
 
 
 
 
 
 
 
 
 
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CORPORATE GOVERNANCE
Board Diversity
While the Company does not have a formal policy regarding the diversity of the Board, we believe the Board is diverse based on gender, ethnicity, national origin, and age, as reflected in the charts below. The GN Committee considers the Board’s overall composition when considering Director candidates, including whether the Board has an appropriate combination of professional experience, skills, knowledge and variety of viewpoints and backgrounds in light of the Company’s current and expected future needs.
In addition, the GN Committee also believes that it is desirable for new candidates to contribute to the variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences.

 
 
 
 
 
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CORPORATE GOVERNANCE
Board Oversight Structure
The Board is elected annually by our stockholders to provide ultimate oversight of the management of Tapestry's business strategy and risks and to ensure that the long-term interests of the stockholders are being served.
Separation of Chair and Chief Executive Officer; Strong Independent Board
Under Tapestry’s Bylaws and Corporate Governance Principles, the positions of Chair of the Board and Chief Executive Officer may be held by one person or separately. Our policy as to whether the role of the Chair and the Chief Executive Officer should be separate is to adopt the practice that best serves the stockholders’ interests and the Company’s needs at any particular time. The positions of Chair of the Board and Chief Executive Officer have been held separately since July 2020, with Ms. Gates currently serving as Chair of the Board and Ms. Crevoiserat serving as Chief Executive Officer.
The Board believes that the current governance structure — Ms. Gates as the independent Chair of the Board and Ms. Crevoiserat as the Company's Chief Executive Officer — allows Ms. Crevoiserat to focus her time and energy on managing the Company and Ms. Gates to lead the Board in its fundamental role of providing guidance, advice and counsel regarding the business, operations and strategy of the Company, as well as oversight of the Company's risk management policies and processes. We believe this structure will allow the Company to continue to execute its strategy and business plans to maximize stockholder value.
The Company has also adopted various policies to provide for a strong and independent Board. The Board and the GN Committee have assembled a Board comprised of capable and experienced Directors who are currently or have been leaders of major companies or institutions, are independent thinkers, and have a wide range of expertise and skills. The Board annually examines the relationships between the Company and each of its Directors. After this examination, the Board has determined that each of the Directors who are nominated for election at the Annual Meeting (other than Ms. Crevoiserat) have no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and is independent as defined in the NYSE listing standards. In addition, all standing Committees of the Board are made up entirely of Independent Directors. The Board and these Committees are empowered to retain their own counsel or advisors as they deem necessary.
Board’s Role in the Oversight of Strategy
Our Board has active oversight responsibility for our corporate strategy and planning, including through: formal dedicated meetings to review our long-range strategic plans, including risks and opportunities facing our business; quarterly engagement at Board and Committee meetings, and during executive sessions; store visits and travel to key global markets; and regular discussions with our Chief Executive Officer and members of management throughout the year. With this strong Board oversight, our management team is responsible for executing our strategy and providing the Board with regular updates on key strategic initiatives, market and macro-environmental trends and other developments with respect to our strategic initiatives.
During fiscal year 2024, the Board was highly engaged in oversight of the Company’s business and operational priorities, including development and implementation of long range plans for each of the Company’s brands, approval and oversight of the Company’s proposed acquisition of Capri, continued progress on corporate responsibility and human capital management activities, and oversight of the Company’s innovation priorities, including artificial intelligence.
Board’s Role in the Oversight of Risk
The Board provides critical oversight of the risks facing the Company and the risk management programs the Company has put into place. The Board views effective risk management as a key priority and approaches this work as an integrated part of our strategic planning process. In compliance with its duties under Tapestry’s charter, Bylaws and Corporate Governance Principles and, pursuant to Maryland law, the Board and its Committees consider whether the Company’s risk management programs adequately:
•
identify and assess material and emerging risks facing the Company in a timely fashion;
•
allocate ownership for risk management amongst members of management, with appropriate visibility to the Board and its Committees;
•
implement appropriate responsive risk management strategies;
•
facilitate open communication between management and the Board;
 
 
 
 
 
 
 
 
 
 
 
 
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CORPORATE GOVERNANCE
•
transmit necessary information with respect to material risks within the Company; and
•
foster an appropriate culture of ethics, integrity, and risk management.
The Company believes that the Board’s structure provides appropriate risk oversight of the Company’s activities.
 
 
 
 
Board Risk Oversight
 
 
The Board reviews the Company's enterprise risk management (“ERM”) program to ensure risk management is consistent with the Company’s corporate strategy and effective in fostering a culture of risk-aware and risk-based decision making throughout the organization. The Board's review of the ERM program and other risk management processes includes strategic, operational, financial, reputational and external risks. The Board works with senior management and Tapestry's independent internal auditors, to ensure that enterprise-wide risk management is incorporated into corporate strategy and business operations.
 
 
As set forth below, the Board delegates to its Committees primary responsibility to evaluate elements of the Company’s risk management program based on the Committee’s expertise and applicable regulatory requirements. Each Committee, through its chairperson, reports out to the full Board at its quarterly meeting on the Committee’s activities, including agenda items relating to risk; the full Board engages in discussion on these delegated activities at that time.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Audit Committee Risk Oversight
 
 
HR Committee Risk Oversight
 
 
GN Committee Risk Oversight
 
 
Responsible for oversight of risks relating to the Company's:
Accounting and financial reporting
System of internal controls
Annual financial audit, including meeting privately on a regular basis with the Company’s external auditors
Internal audit program, including oversight and quarterly reports on the ERM program
Business Continuity Program governance
Litigation and ethics and compliance
Information system architecture, privacy and cybersecurity
 
 
Responsible for oversight of risks relating to the Company's:
Human capital management programs and strategies, including talent development, EI&D, management succession planning (other than CEO), and updates on corporate responsibility program goals under the “Power of Our People” program pillar
Annual performance evaluations of the Company's executive officers and other key executives
Compensation programs and policies, including conducting a risk assessment of the Company’s compensation programs annually to determine whether any aspects encourage excessive or inappropriate risk taking
 
 
Responsible for oversight of risks relating to the Company's:
Corporate Governance policies and practices, including related party policies and disclosures
Board refreshment and succession planning, including for Board Committee chair and membership positions
CEO succession planning, as presented and approved by the full Board
Quarterly updates on corporate responsibility program risks (with updates on corporate responsibility programs to the Board at least annually)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Role of Management
 
 
Management has day-to-day responsibility for the identification and assessment of the various risks facing the Company, and the implementation of effective risk management programs and policies.
 
 
 
 
 
 
 
 
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CORPORATE GOVERNANCE
 
 
 
 
ERM Program
 
 
The ERM program provides a framework whereby management conducts comprehensive annual enterprise risk assessments to identify and prioritize the most critical risks facing the Company, as well as emerging risks, and the development and reporting of risk mitigation strategies. Those critical and emerging enterprise level risks are reported and discussed quarterly with internal management committees focused on these enterprise risks, including a Legal, Risk, Compliance & Safety Committee and an Information Governance, Privacy & Security Committee. Additionally, management regularly reports to the full Board and/or its Committees, as applicable on risk assessment and mitigation strategies, to enable the Board to successfully oversee the Company’s risk management activities.
 
 
 
 
Corporate Responsibility Risk Management
Corporate responsibility and climate-related risk management is a key priority for management and the Board and is approached as an integrated part of ERM and our strategic planning process. Management and the Board evaluate sustainability and climate-related risks and opportunities that have the potential to impact Tapestry’s operations, products and services, supply chain, adaptation and mitigation activities and investment in innovation.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
Our GN Committee receives quarterly updates on matters of corporate responsibility strategy, compliance and risk, with updates to the full Board at least annually and Audit and HR Committees as appropriate.
 
 

 
Our ESG Steering Committee, comprised of Tapestry Executive Committee members, meets quarterly and is responsible for strategy recommendations and supporting execution and final decision-making of corporate responsibility-related opportunities.
 
 

 
Our ESG Task Force, comprised of senior leaders and cross-functional members from major business functions at Tapestry, meets quarterly to set and drive company-wide corporate responsibility strategy.
 
 

 
Our Global ESG Team, led by our Vice President, ESG & Sustainability, has direct day-to-day responsibility for managing our program, including leadership of the ESG Task Force.
 
 

 
Our Corporate Responsibility Program is supported by additional working groups including several Employee Business Resource Groups (EBRGs) and our Tapestry and brand foundations.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2024 PROXY STATEMENT | 17
 
 
 
 
 
 
 

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CORPORATE GOVERNANCE
Cybersecurity Risk Management
The Company has a comprehensive cybersecurity risk assessment program that systematically identifies, analyzes and evaluates potential threats and vulnerabilities that may impact the confidentiality, integrity, and availability of the Company's information systems and data. This program includes governance structure, risk identification, risk analysis, risk management, and risk communication and reporting.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Our Audit Committee receives quarterly updates from the Company’s Chief Information Officer (CIO) and Chief Information Security Officer (CISO) on information security, privacy risk and compliance, with updates to the full Board at least annually.
 
 
Information Governance, Privacy & Security Committee, which was formed in fiscal year 2023 and includes the CISO and key members of management, meets quarterly and is responsible for management oversight of risk in these areas.
 
 
Our CISO manages our day-to-day cybersecurity compliance program, including training, prevention, mitigation, detection and remediation of cybersecurity incidents.
 
 
Cybersecurity controls also include periodic internal and third party assessments to test our cybersecurity controls, perform cyber simulations and annual tabletop exercises, and continually evaluate our privacy notices, policies and procedures surrounding our handling and control of personal data and the systems we have in place to help protect us from cybersecurity or personal data breaches.
 
 
The Company also surveyed its Directors on their skills and experience relating to cybersecurity to ensure effective oversight of the Company’s programs, as reflected in Director Qualifications, Skills and Experience on page 22.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation Committee Interlocks and Insider Participation
The HR Committee is currently comprised of the following Independent Directors: John P. Bilbrey, Chair, Darrell Cavens, Kevin Hourican and Pamela Lifford. No Director who served as a member of the HR Committee during any portion of fiscal year 2024 was an employee of the Company during their service on the HR Committee or a former officer of the Company. None of Tapestry's executive officers serve on the
compensation committee (or other committee serving an equivalent function) or the board of directors of any other company of which any member of the HR Committee or the Board is an executive officer. The HR Committee makes all compensation decisions regarding the Company’s executive officers.
Code of Conduct and Other Policies
Tapestry has adopted a Code of Conduct (the “Code”). The purpose of the Code is to convey the basic principles of business conduct expected of all Tapestry employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Controller and other senior financial personnel performing similar functions. We require officers and corporate employees (and selected retail employees) to attend training on the Code and other matters of business ethics. We require all employees to
review and certify the Code annually. In support of the Code, we have provided our employees with numerous avenues for the reporting of ethics violations or other similar concerns, including a toll-free telephone hotline and a reporting website, both allowing for anonymity. The Code meets the definition of “code of ethics” under the rules and regulations of the SEC and the NYSE and is posted on our website at www.tapestry.com/investors/ under the Global Business
 
 
 
 
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CORPORATE GOVERNANCE
Integrity Program section. In addition, we intend to post on our website all legally required disclosures regarding amendments to, or waivers of, our Code.
We will provide to any person without charge, upon request, a copy of the Code. You may obtain a copy of the Code by sending a written request to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary.
Tapestry has also adopted a Political Activities and Contributions Policy. Tapestry does not make political contributions and prohibits all employees from using any
Company funds or assets for direct or in-kind political contributions, including contributions to any ballot initiative, referendum or other question, Political Action Committee (PAC), political party or candidate, whether federal, state or local, in the United States or abroad, subject to certain pre-approved specific foreign country exclusions. Employees are permitted to make personal contributions that do not involve any funds or resources of the Company, including Company time, facilities, office supplies, letterhead, phones and other Company devices.
Other Corporate Governance Matters
Stockholder Engagement
We communicate with our stockholders throughout the year and are committed to fostering effective and transparent communication. We engage regularly through quarterly earnings calls, our investor relations website, and group as well as one-on-one meetings and calls to ensure we have a strong understanding of their perspectives, including potential concerns with respect to our Company and business.
In advance of our Annual Meeting of Stockholders each year, we reach out to many of our investors to discuss topics of corporate governance, executive compensation and any other items of interest or concern. Our engagements typically involve representatives from Investor Relations, Legal, Human Resources, ESG and other business areas, including our senior management team and Board of Directors when appropriate.
In advance of our prior year Annual Meeting of Stockholders, we reached out to approximately 40 stockholders, representing approximately 70% of shares outstanding. Although our
investors did not have concerns requiring engagement in advance of the meeting, we engaged with our stockholders on a number of issues throughout fiscal year 2024.
Key topics of discussion during our fiscal year 2024 engagements included:
•
our business strategies and financial performance;
•
the Company’s proposed acquisition of Capri;
•
topics related to corporate responsibility, including sustainability and climate change, as well as The Fabric of Change initiatives and corporate responsibility goals;
•
our strategies around EI&D, and other matters of human capital management, including the inclusion of EI&D metrics in our Annual Incentive Plan (“AIP”); and
•
topics around general Board oversight and corporate governance.
Corporate Governance Principles
Tapestry’s Corporate Governance Principles provide the framework for the governance of Tapestry. These guidelines reflect the governance rules for NYSE-listed companies and those contained in the Sarbanes-Oxley Act of 2002. The Board reviews these principles and other aspects of governance periodically. The guidelines, together with other corporate governance documents of Tapestry, are posted on our website
at www.tapestry.com/investors/ under the Governance Documents section. We will provide to any person without charge, upon request, a copy of the Corporate Governance Principles. You may obtain a copy by sending a written request to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary.
Sarbanes-Oxley Certifications
Tapestry has filed with the SEC, as exhibits to its most recently filed Form 10-K, the certifications required by the Sarbanes-
Oxley Act of 2002 regarding the quality of the Company’s public disclosure.
 
 
 
 
 
 
 
 
 
 
 
 
2024 PROXY STATEMENT | 19
 
 
 
 
 
 
 

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CORPORATE GOVERNANCE
Director Compensation
Directors who are Tapestry employees receive no additional compensation for their services as Directors. Compensation for Independent Directors is recommended by the HR Committee and approved by the Board. Compensation for Independent Directors consists of an annual cash retainer for Board service and additional cash retainers for service as the Independent Chair of the Board or Lead Outside Director, as applicable, and as the chairperson of Board Committees. Annual grants of stock options and restricted stock units (“RSUs”) are made to each elected Independent Director on the date of Tapestry's Annual Meeting. Upon joining the Board, a new Independent Director receives a grant of stock options and RSUs with approximately the same value as this annual
grant. The Second Amended and Restated Tapestry, Inc. 2018 Stock Incentive Plan (the “2018 Stock Incentive Plan”) includes an overall limit on annual Independent Director compensation of $800,000 per director.
Due to complex regulatory requirements related to equity compensation in China, in lieu of an annual equity award of stock options and RSUs, Ms. Long receives a cash payment equal to $170,000, representing the targeted fair market value of equity awards granted to the other Independent Directors, paid one year after the date of each Annual Meeting of Stockholders at which she is elected, or re-elected, to the Board.
Tapestry's Outside Director retainers in effect during fiscal year 2024 were as follows:
 
 
 
 
 
 
 
Compensation Element
 
 
Annual Amount*
($)
 
 
Basic annual retainer
 
 
100,000
 
 
Annual equity grant value(1)
 
 
170,000
 
 
Audit Committee Chair annual retainer
 
 
35,000
 
 
HR Committee Chair annual retainer
 
 
30,000
 
 
GN Committee Chair annual retainer
 
 
25,000
 
 
Independent Chair of the Board retainer
 
 
200,000
 
 
Lead Outside Director (not applicable in fiscal year 2024)
 
 
30,000
 
 
Cash payment in lieu of annual equity grant for Annabelle Long
 
 
170,000
 
* Amounts shown reflect the full target value of the retainers for fiscal year 2024.
(1) The annual equity grant to our Independent Directors is fixed at a fair market value of approximately $170,000, with 50% of the target value of the award made in the form of stock options and 50% made in the form of RSUs. These awards vest in full one year from the date of grant, subject to the Director’s continued service until that time.
From time to time, most recently in August 2024, the HR Committee's consultant, CAP, evaluates the Independent Director compensation program and, as appropriate, the HR Committee may recommend changes to the Independent Director compensation program. The 2024 study compared Tapestry's Independent Director compensation program to:
•
the same peer group used for executive compensation benchmarking, described in the Compensation Discussion & Analysis section; and
•
as a secondary reference point, general industry survey data (companies across industries with revenues between $2.5 billion and $10 billion), from the 2023-24 Director Compensation Report from the National Association of Corporate Directors.
The study found that current Independent Director total compensation was positioned below median of Tapestry’s peer group. The study also confirmed that Tapestry’s use of stock options was unusual relative to the peer group and the broader market. The HR Committee recommended an increase to the target annual equity grant value to $200,000, to bring total Independent Director compensation to approximately the median of the peer group. The HR Committee also recommended to eliminate stock options and grant 100% of board equity compensation in RSUs. The Board approved these changes, which will be effective in November 2024 and will be reflected in next year’s annual proxy statement.
 
 
 
 
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CORPORATE GOVERNANCE
Director Stock Ownership Policy
Tapestry has a stock ownership policy for Independent Directors. Under the policy, each Independent Director is expected to accumulate Tapestry shares valued at five times the basic annual retainer ($100,000 during fiscal year 2024). The Board expects the minimum level of ownership to be achieved within five years of the date an Independent Director is appointed to the Board. Until the requirement is met, each Director is required to retain 50% of the net after-tax shares obtained from RSUs that vest and stock options that are exercised. Ownership for this calculation includes shares owned outright and shares equivalent to the after-tax value of unvested RSUs and the after-tax value of vested, unexercised, in-the-money stock options.
The Board has waived the Director Stock Ownership Policy for Ms. Long due to the complex regulatory framework for equity compensation in China.
As of the last measurement date (December 31, 2023):
•
All Independent Directors were in compliance with the stock ownership policy;
•
Messrs. Bilbrey and Cavens and Ms. Gates had achieved five times the basic annual retainer level of ownership; and
•
Messrs. Greco and Lau and Mses. Faber and Lifford were making appropriate progress toward achieving the desired level of ownership (all have been Independent Directors for less than five years).
•
Messrs. Elkins and Hourican were not yet members of the Board as of the measurement date.
2024 Director Compensation
Compensation paid in fiscal year 2024 for each Independent Director is detailed below:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Name
 
 
Fees Earned or
Paid in Cash
($)
 
 
Stock Awards(1)
($)
 
 
Option Awards(1)
($)
 
 
All Other
Compensation(2)
 
 
Total
($)
 
 
John P. Bilbrey
 
 
112,391
 
 
84,996
 
 
84,992
 
 
—
 
 
282,380
 
 
Darrell Cavens
 
 
100,000
 
 
84,996
 
 
84,992
 
 
10,000
 
 
279,988
 
 
David Denton(3)
 
 
76,658
 
 
—
 
 
—
 
 
—
 
 
76,658
 
 
David Elkins(3)
 
 
8,791
 
 
84,984
 
 
85,008
 
 
—
 
 
178,783
 
 
Hanneke Faber
 
 
100,000
 
 
84,996
 
 
84,992
 
 
—
 
 
269,988
 
 
Anne Gates
 
 
325,000
 
 
84,996
 
 
84,992
 
 
12,000
 
 
​506,988
 
 
Thomas Greco
 
 
135,000
 
 
84,996
 
 
84,992
 
 
—
 
 
304,988
 
 
Kevin Hourican(3)
 
 
8,791
 
 
84,984
 
 
85,008
 
 
—
 
 
178,783
 
 
Alan Lau
 
 
97,431
 
 
84,996
 
 
84,992
 
 
—
 
 
267,419
 
 
Pamela Lifford
 
 
100,000
 
 
84,996
 
 
84,992
 
 
—
 
 
269,988
 
 
Annabelle Yu Long(4)
 
 
270,000
 
 
—
 
 
—
 
 
—
 
 
270,000
 
(1) Reflects the aggregate grant date fair value of all RSU awards and stock options, calculated according to FASB ASC Topic 718. The assumptions used in calculating the grant-date fair value of these awards are described in footnote 4 to the Summary Compensation Table. As of June 29, 2024, the last day of fiscal year 2024, each Independent Director held 3,189 unvested RSUs, except Messrs. Elkins and Hourican who held 1,816 unvested RSUs due to their joining grant upon appointment and Ms. Long, who does not hold RSUs. The outstanding stock options held by each Independent Director were: Mr. Bilbrey 42,905; Mr. Cavens 58,282; Mr. Denton 84,085; Mr. Elkins 5,280; Ms. Faber 28,346; Ms. Gates, 59,624; Mr. Greco, 28,764; Mr. Hourican 5,280; Mr. Lau 16,313 and Ms. Lifford, 28,764.
(2) Amounts shown in “All Other Compensation” are matching charitable contributions under the Company’s Matching Gift Program.
(3) Mr. Denton did not stand for re-election to the Tapestry Board of Directors in November 2023; Messrs. Elkins and Hourican were appointed to the Tapestry Board of Directors in February 2024.
(4) In addition to the basic annual retainer, Ms. Long received a cash payment in lieu of stock options and RSUs considering regulatory requirements related to equity compensation in China.
 
 
 
 
 
 
 
 
 
 
 
 
2024 PROXY STATEMENT | 21
 
 
 
 
 
 
 

TABLE OF CONTENTS


 
 
 
PROPOSAL 1: ELECTION OF
DIRECTORS
All of Tapestry's Directors are elected each year at the Annual Meeting by the stockholders. We do not have staggered elections of our Board members. Eleven Directors will be elected at this year’s Annual Meeting. Each Director’s term lasts until the 2025 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualifies. All of the nominees are currently members of Tapestry's Board. Directors will be elected by a majority of the total votes cast “FOR” and “AGAINST” each nominee. The Board recommends that you vote FOR each of the Director nominees below.
If a nominee is unable to serve or for good cause will not serve as a Director, the proxy holders may vote for another
nominee proposed by the Board, or the Board may reduce the number of Directors to be elected at the Annual Meeting. The following information is furnished with respect to each nominee for election as a Director. The ages of the nominees are as of September 27, 2024.
 
 
 
 
 
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR’’ EACH OF THE BELOW NOMINEES FOR DIRECTOR.
 
 
 
 
Director Nominees
 
 
 
 
 
 
 
 
 
 
Name
 
 
Age
 
 
Position with Tapestry
 
 
Anne Gates
 
 
64
 
 
Independent Chair of the Board of Directors
 
 
John P. Bilbrey
 
 
68
 
 
Director
 
 
Darrell Cavens
 
 
51
 
 
Director
 
 
Joanne Crevoiserat
 
 
60
 
 
Director and Chief Executive Officer
 
 
David Elkins
 
 
56
 
 
Director
 
 
Johanna (Hanneke) Faber
 
 
55
 
 
Director
 
 
Thomas Greco
 
 
66
 
 
Director
 
 
Kevin Hourican
 
 
51
 
 
Director
 
 
Alan Lau
 
 
49
 
 
Director
 
 
Pamela Lifford
 
 
61
 
 
Director
 
 
Annabelle Yu Long
 
 
51
 
 
Director
 
Director Qualifications, Skills and Experience
The Company does not set specific criteria for Directors, except to the extent required to meet applicable legal, regulatory and stock exchange requirements, including the independence requirements of the SEC and the NYSE. Nominees for Director will be selected on the basis of outstanding achievement in their personal careers, board experience, wisdom, integrity, ability to make independent, analytical inquiries, understanding of the business environment and willingness to devote adequate time to Board duties.
While the selection of qualified Directors is a complex and subjective process that requires consideration of many intangible factors, the GN Committee of the Board believes that each Director should have a basic understanding of (a) the principal operational and financial objectives, plans and strategies of the Company, (b) the results of operations and financial condition of the Company and its business, and (c) the relative standing of the Company and its business in relation to its competitors. The Board believes that each of its current Directors meet all of these qualifications, as well as the individual qualifications presented in each of their biographies.
 
 
 
 
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PROPOSAL 1: ELECTION OF DIRECTORS
As reflected in the following chart, we believe our Director nominees offer a diverse range of key skills and experience to provide effective oversight of the Company and create long-
term sustainable growth through successful execution of the Company's strategic initiatives
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Experience
 
 
John  P.
Bilbrey
 
 
Darrell
Cavens
 
 
Joanne
Crevoiserat
 
 
David
Elkins
 
 
Hanneke
Faber
 
 
Anne
Gates
 
 
Thomas
Greco
 
 
Kevin
Hourican
 
 
Alan
Lau
 
 
Pamela
Lifford
 
 
Annabelle
Yu  Long
 
 
Total
 
 
Operating Experience
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Prior Public Company Experience
(directorships or executive officer)
 
 
•
 
 
•
 
 
•
 
 
•
 
 
•
 
 
•
 
 
•
 
 
•
 
 
 
 
 
 
 
•
 
 
9
 
 
Executive Leadership
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current Public Company CEO
 
 
 
 
 
 
 
•
 
 
 
 
 
•
 
 
 
 
 
 
 
•
 
 
 
 
 
 
 
 
 
 
 
Former Public Company CEO
 
 
•
 
 
•
 
 
 
 
 
 
 
 
 
 
 
 
•
 
 
 
 
 
 
 
 
 
 
 
 
11
 
 
Other Senior Executive
 
 
 
 
 
 
 
 
 
•
 
 
 
 
•
 
 
 
 
 
 
 
•
 
 
•
 
 
•
 
 
 
 
Financial / Accounting Experience
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial Background
(CFO, Treasurer, Accounting)
 
 
 
 
 
 
 
•
 
 
•
 
 
 
 
•
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Oversight Financial Functions
 
 
•
 
 
•
 
 
•
 
 
•
 
 
•
 
 
•
 
 
•
 
 
 
 
 
•
 
 
•
 
 
•
 
 
 
 
Other Significant Experience
 
 
•
 
 
•
 
 
•
 
 
•
 
 
•
 
 
•
 
 
•
 
 
•
 
 
•
 
 
•
 
 
•
 
 
11
 
 
Investment Experience
 
 
 
 
•
 
 
 
 
•
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
•
 
 
 
 
Industry Experience
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Artificial Intelligence (A.I.)
 
 
❖
 
 
❖
 
 
 
 
⯀
 
 
❖
 
 
◯
 
 
❖
 
 
 
 
 
⯀
 
 
◯
 
 
 
 
8
 
 
Cyber / Information Security
 
 
❖
 
 
⯀
 
 
⯀
 
 
❖
 
 
❖
 
 
◯
 
 
❖
 
 
❖
 
 
⯀
 
 
 
 
 
 
 
9
 
 
Entrepreneurial / Innovation
 
 
 
 
⯀
 
 
❖
 
 
⯀
 
 
❖
 
 
❖
 
 
❖
 
 
 
 
 
❖
 
 
⯀
 
 
❖
 
 
9
 
 
Global / International
 
 
⯀
 
 
❖
 
 
❖
 
 
⯀
 
 
⯀
 
 
❖
 
 
❖
 
 
❖
 
 
❖
 
 
⯀
 
 
❖
 
 
11
 
 
Human Capital Management
 
 
❖
 
 
❖
 
 
❖
 
 
❖
 
 
❖
 
 
❖
 
 
❖
 
 
❖
 
 
⯀
 
 
❖
 
 
 
 
10
 
 
Industry (Retail / Consumer Products)
 
 
⯀
 
 
⯀
 
 
⯀
 
 
⯀
 
 
⯀
 
 
❖
 
 
⯀
 
 
❖
 
 
❖
 
 
⯀
 
 
❖
 
 
11
 
 
Marketing & Branding
 
 
❖
 
 
❖
 
 
❖
 
 
❖
 
 
⯀
 
 
❖
 
 
⯀
 
 
❖
 
 
❖
 
 
⯀
 
 
 
 
10
 
 
Mergers & Acquisitions
 
 
❖
 
 
⯀
 
 
 
 
⯀
 
 
❖
 
 
⯀
 
 
❖
 
 
⯀
 
 
❖
 
 
 
 
 
❖
 
 
9
 
 
Supply Chain / Manufacturing
 
 
❖
 
 
❖
 
 
❖
 
 
⯀
 
 
❖
 
 
❖
 
 
❖
 
 
❖
 
 
 
 
 
 
 
 
 
8
 
 
Technology / Digital / E-commerce
 
 
❖
 
 
⯀
 
 
❖
 
 
❖
 
 
⯀
 
 
❖
 
 
❖
 
 
❖
 
 
❖
 
 
❖
 
 
❖
 
 
11
 
 
Corporate Responsibility
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
​
 
 
Environmental
 
 
 
 
 
 
 
❖
 
 
⯀
 
 
❖
 
 
◯
 
 
❖
 
 
❖
 
 
 
 
❖
 
 
 
 
7
 
 
Social
 
 
 
 
 
 
 
❖
 
 
⯀
 
 
❖
 
 
❖
 
 
❖
 
 
❖
 
 
⯀
 
 
❖
 
 
 
 
8
 
 
Governance
 
 
❖
 
 
❖
 
 
❖
 
 
⯀
 
 
❖
 
 
❖
 
 
❖
 
 
❖
 
 
⯀
 
 
❖
 
 
❖
 
 
11
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
⯀
Direct Experience
❖
Managing / Overseeing
◯
Continuing Education
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2024 PROXY STATEMENT | 23
 
 
 
 
 
 
 

TABLE OF CONTENTS

PROPOSAL 1: ELECTION OF DIRECTORS
 
JOHN P. BILBREY (J.P.)
Age: 68  •  Director since 2020  •  Independent
Committees: Human Resources, Governance and Nominations
Business Experience:
» Executive Chairman of Olaplex Holdings, Inc. (July 2023 – Current)
» The Hershey Company (2003 – 2017)
  » 
President and Chief Executive Officer (2011 – 2017); Executive Vice President and Chief Operating Officer (2010 – 2011); Senior Vice President, President Hersey North America (2007 – 2010); Senior Vice President, President Hershey International (2003 – 2007)
U.S. Public Board Memberships:
Current
Colgate-Palmolive
Elanco Animal Health
Olaplex
Previous (past five years)
Campbell Soup Company
 
 
 

 
Mr. Bilbrey is qualified to serve as a Director based on his experience as the chief executive officer of a large, publicly-traded company as well as his strong operational and financial background in consumer facing industries.
 
Mr. Bilbrey holds a Bachelor of Science in Psychology from Kansas State University.

 
 
 
DARRELL CAVENS
Age: 51  •  Director since 2018  •  Independent
Committees: Human Resources
Business Experience:
» President of New Ventures, Qurate Retail Group (2017 – 2018)
» President and Chief Executive Officer, Zulily, Inc., (2009 – 2017)
» Director, SQL Server / BizTalk Server Microsoft (2008 – 2009)
» Chief Technology Officer and Senior Vice President, Marketing, Blue Nile (1999 – 2008)
U.S. Public Board Memberships:
 
 
​Other Experience and Community Involvement:
Previous (past five years)
Big Sky Growth Partners
 
 
Rad Power Bikes
Vouched
Brooks Running
 
 
 
 

 
Mr. Cavens is qualified to serve as a Director based on his experience as the chief executive officer and co-founder of a large, publicly-traded company, his strong background in online retailing, technology and data analytics and his understanding of the retail industry.
 
Mr. Cavens attended the University of Victoria.

 
 
 
 
 
 
24 | 2024 PROXY STATEMENT
 
 

 
 
 
 

TABLE OF CONTENTS

PROPOSAL 1: ELECTION OF DIRECTORS
 
JOANNE CREVOISERAT
Age: 60  •  Director since 2020  •  Chief Executive Officer and Director
Business Experience:
» 
Tapestry, Inc. (2019 – Current)
  » 
Chief Executive Officer (2020 – Current); Chief Financial Officer (2019 – 2020)
» 
Abercrombie & Fitch Co. (2014 – 2019)
  » 
Executive Vice President and Chief Operating Officer (2017 – 2019); Chief Financial Officer (2014 – 2017)
» 
Prior to 2014, Senior level finance positions at Kohl’s, Wal-mart Stores and May Department Stores, including Chief Financial Officer, Filene’s, Foley’s and Famous-Barr.
U.S. Public Board Memberships:
 
 
Other Experience and Community Involvement:
Current
General Motors
Previous (past five years)
At Home Group
 
 
​Partnership for New York
The Fashion Pact
 
 
 
 

 
Ms. Crevoiserat is uniquely qualified to serve as a Director based on her experience in the management of the Company and oversight of strategic planning and operations, as well as her significant financial expertise and experience in the retail industry.
 
Ms. Crevoiserat holds a Bachelor of Science in Finance from the University of Connecticut.

 
 
 
DAVID ELKINS
Age: 56  •  Director since 2024  •  Independent
Committees: Audit
Business Experience:
» Executive Vice President and Chief Financial Officer, Bristol Myers Squibb (2019 – Current)
» Executive Vice President and Chief Financial Officer, Celgene Corporation (2018 – 2019)
» Chief Financial Officer, Johnson & Johnson’s (J&J) Consumer Products (2014 – 2017)
» Chief Financial Officer, Round Rock Research LLC (2012 – 2014)
» Executive Vice President and Chief Financial Officer, Becton Dickinson & Company (2008 – 2012)
» Vice President and Chief Financial Officer, North America & Global Marketing, AstraZeneca (2001 – 2008)
 

 
Mr. Elkins is qualified to serve as a Director based on his experience as an executive officer of a large, publicly-traded consumer-facing company, his extensive financial background and M&A experience.
 
Mr. Elkins holds a Bachelor’s degree in Economics from the University of Delaware, an M.S. degree from the University of Pennsylvania, and an M.B.A. from Drexel University.

 
 
 
 
 
 
 
 
 
 
 
 
 
2024 PROXY STATEMENT | 25
 
 
 
 
 
 
 

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PROPOSAL 1: ELECTION OF DIRECTORS
 
HANNEKE FABER
Age: 55  •  Director since 2021  •  Independent
Committees: Audit
Business Experience:
» 
Chief Executive Officer, Logitech International S.A. (2023 – Current)
» 
Unilever PLC (2018 – 2023)
  » 
President Global Nutrition (2022 – 2023); President Global Foods & Refreshment (2019 – 2022); President Europe (2018 – 2019)
» 
Royal Ahold Delhaize (2013 – 2017)
  » 
Chief Innovation & eCommerce Officer (2016 –2017); Chief Commercial Officer (2013 – 2016)
» 
Prior to 2013, Vice President and Global Leader, The Procter and Gamble Company
U.S. Public Board Memberships:
Current
Logitech
Previous (past five years)
Bayer AG
 
 
 

 
Ms. Faber is qualified to serve as a Director based on her experience as a senior executive of large global publicly-traded companies and her nearly 30 years of experience in technology, consumer goods and retail.
 
Ms. Faber holds a Bachelor of Journalism and Master of Business Administration from the University of Houston.

 
 
 
 
 
26 | 2024 PROXY STATEMENT
 
 

 
 
 
 

TABLE OF CONTENTS

PROPOSAL 1: ELECTION OF DIRECTORS
 
ANNE GATES
Age: 64  •  Director since 2017  •  Independent Chair
Committees: Audit, Governance and Nominations
Business Experience:
» 
President, MGA Entertainment (2014 – 2017)
» 
The Walt Disney Company (1991 – 2012)
  » 
Executive Vice President and Chief Financial Officer for Disney Consumer Products; Managing Director for Disney Consumer Products Europe and Emerging Markets; Senior Vice President of Operations, Planning, and Analysis
U.S. Public Board Memberships:
 
 
Other Experience and Community Involvement:
Current
The Kroger Company
Raymond James Financial, Inc.
 
 
Packard Foundation
Save the Children
Salzburg Global Seminar
Public Media Group of Southern California
 
 
 
 

 
Ms. Gates is qualified to serve as a Director and Board Chair based on her business acumen, financial literacy and her broad background in finance, marketing, strategy and business development, including growing international business, and her understanding of the retail and consumer products industries.
 
Ms. Gates holds a Bachelor of Arts in Mathematics from the University of California, Berkeley, and an M.Sc. in Operations Research from Columbia University.

 
 
 
 
 
 
 
 
 
 
 
 
 
2024 PROXY STATEMENT | 27
 
 
 
 
 
 
 

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PROPOSAL 1: ELECTION OF DIRECTORS
 
THOMAS GRECO
Age: 66  •  Director since 2020  •  Independent
Committees: Audit, Governance and Nominations
Business Experience:
» 
Advance Auto Parts (2016 – 2024)
  » 
Strategic Advisor at Advance Auto Parts (2023 – 2024); Chief Executive Officer (2016 – 2023)
» 
Chief Executive Officer of Frito-Lay North America unit of PepsiCo (2011 – 2016)
» 
Various leadership positions at The Procter & Gamble Company (1986 – 2011)
U.S. Public Board Memberships:
 
 
Other Experience and Community Involvement:
Current
Centene Corporation
Previous (past five years)
Advance Auto Parts
 
 
Sabra Dipping Company
 
 
 
 

 
Mr. Greco is qualified to serve as a Director based on his extensive leadership experience, including his role as CEO of a large public company, and his background in strategy, supply chain and logistics.
 
Mr. Greco holds a Bachelor of Commerce degree form Laurentian University in Sudbury, Ontario and a Master of Business Administration from the Richard Ivey School of Business in London, Ontario.

 
 
 
KEVIN HOURICAN
Age: 51  •  Director since 2024  •  Independent
Committees: Human Resources
Business Experience:
» Chair of the Board and Chief Executive Officer, Sysco (February 2020 – Current)
» Executive Vice President, CVS Health and President, CVS Pharmacy (2012 – 2020)
» Senior Vice President and Regional Director of Stores, Macy’s (2006 – 2012)
U.S. Public Board Memberships:
Current
Sysco Corporation
 
 
 
 
 
 

 
Mr. Hourican is qualified to serve as a Director based on his experience as the chief executive officer of a large, publicly-traded company as well as his strong operational and supply chain experience.
 
Mr. Hourican holds an undergraduate degree in Economics and a master’s degree in Supply Chain Management from The Pennsylvania State University.

 
 
 
 
 
28 | 2024 PROXY STATEMENT
 
 

 
 
 
 

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PROPOSAL 1: ELECTION OF DIRECTORS
 
ALAN LAU
Age: 49  •  Director since 2023  •  Independent
Committees: Audit
Business Experience:
» Chief Business Officer for Animoca Brands (2022 – Current)
» Chairman and CEO of Tencent WeSure (2016 – 2022)
» Various roles, most recent, Senior Partner; Asia head for McKinsey Digital (1997 – 2016)
Other Experience and Community Involvement:
Vice-chair of M+ in Hong Kong
Co-chair of the Asia committees at both the Tate and
the Guggenheim
 

 
Mr. Lau is qualified to serve as a Director based on his broad experience in engaging consumers across digital channels and leveraging technology and data analytics, as well as his deep knowledge of the important China market.
 
Mr. Lau holds a master’s degree in Engineering from Oxford University.

 
 
 
PAMELA LIFFORD
Age: 61  •  Director since 2020  •  Independent
Committees: Human Resources
Business Experience:
» President, Global Brands, Franchises, and Experiences, Warner Bros. Discovery (2016 – 2023)
» Executive Vice President, Global Licensing, Quicksilver (2013 – 2015)
» 
Executive Vice President, General Manager Global Fashion/Home/Infant - Disney Consumer Products, The Walt Disney Company (2000 – 2012)
 

 
Ms. Lifford is qualified to serve as a Director based on her unique and proven abilities to create global lifestyle brands through successful collaborations andher extensive experience in retail and licensing.

 
 
 
 
 
 
 
 
 
 
 
 
 
2024 PROXY STATEMENT | 29
 
 
 
 
 
 
 

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PROPOSAL 1: ELECTION OF DIRECTORS
 
ANNABELLE YU LONG
Age: 51  •  Director since 2016  •  Independent
Business Experience:
» Founding and Managing Partner of BAI Capital (2021 – Current)
» Bertelsmann (2008 – Current)
  » 
Bertelsmann Group Management Committee (2011 – Current); Chief Executive Officer of Bertelsmann China Corporate Center (2008 – 2020); Managing partner of Bertelsmann Asia Investments (2008 – 2020); Founding and Managing partner of Bertelsmann Asia Investments (2008 – 2020); Bertelsmann Digital Media Investments & Bertelsmann Asia Media Development (2007); Bertelsmann Entrepreneur Program (2005 – 2006)
U.S. Public Board Memberships:
 
 
Other Experience and Community Involvement:
Current
Nio Inc.
LexinFintech Holdings Ltd.
 
 
The Hongkong and Shanghai Banking Corporation Limited, Independent Director
Limon Media Limited, Independent Director
Governor of China Venture Capital and Private Equity Association
 
 
 
 

 
Ms. Long is qualified to serve as a Director based on her insight about the Chinese consumer and knowledge of and experience with the media landscape in China, along with her track record of investing in digital and lifestyle companies.
 
Ms. Long holds a bachelor’s degree in electrical engineering from the University of Electronic Science and Technology in China and an MBA from Stanford Graduate School of Business.

 
 
 
 
 
30 | 2024 PROXY STATEMENT
 
 

 
 
 
 

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PROPOSAL 2: RATIFICATION OF
APPOINTMENT OF OUR
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
This section should be read in conjunction with the Audit Committee Report presented below.
Ratification of Appointment of Auditors; Attendance at Meetings
The Audit Committee of Tapestry’s Board has appointed Deloitte & Touche LLP (“D&T”) as our independent registered public accounting firm for fiscal year 2025. We are asking stockholders to ratify the appointment of D&T as our independent registered public accounting firm at the Annual Meeting. Representatives of D&T are expected to be present at the virtual Annual Meeting. They will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.
Our Bylaws do not require that the stockholders ratify the appointment of D&T as our independent auditors. However, we are submitting the appointment of D&T to the stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the appointment, the Board and the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending June 27, 2026
(“fiscal year 2026”). Even if the appointment of D&T is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the best interests of the Company. At this time, the Board and the Audit Committee believe that the continued retention of D&T to serve as our independent auditors is in the best interest of the Company.
Ratification of the appointment of D&T requires “FOR” votes from a majority of the votes cast on the matter at the Annual Meeting.
 
 
 
 
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF D&T AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2025.
 
 
 
 
Fees for Audit and Other Services
The aggregate fees for professional services rendered by D&T for the fiscal years ended July 1, 2023 and June 29, 2024 were approximately as follows:
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal Year 2023
 
 
Fiscal Year 2024
 
 
Audit Fees(1)
 
 
$5,833,000
 
 
$5,842,000
 
 
Audit-Related Fees(2)
 
 
124,000
 
 
384,000
 
 
Tax Fees(3)
 
 
666,000
 
 
1,328,000
 
 
All Other Fees(4)
 
 
8,000
 
 
4,000
 
(1) Includes the audit of the Company’s annual consolidated financial statements and internal control over financial reporting, reviews of quarterly financial statements and audits of statutory filings.
(2) Includes registration statement procedures, other accounting consultations and an audit of the employee benefit plan.
(3) Includes fees for professional services related to national tax consulting services.
(4) Includes fees for professional services related to HR advisory services.
Audit Committee Pre-Approval Policy
The Audit Committee is responsible for approving audit fees and is required to pre-approve all services provided by the independent auditors to assure that these services do not impair the auditor’s independence. Under the Audit Committee pre-approval policy for external auditors (the “Policy”), updated in 2016, the Audit Committee must pre-approve all audit and non-audit services provided by the independent auditor. The Policy sets forth the procedures and conditions for such pre-approval of services to be performed by the independent auditor. The Policy utilizes both a framework of general pre-approval for certain specified services and specific pre-approval for all other
services. Services that do not meet the Policy will require specific review and approval by the Audit Committee. In addition, when the scope of services being provided (and the related fees) meaningfully change, Tapestry and the independent auditors will provide an update to the Audit Committee. All services described in the table above have been approved by the Audit Committee or the Audit Committee Chair through the Policy or on an engagement-by-engagement basis.
The Audit Committee considered the services listed above to be compatible with maintaining D&T’s independence.
 
 
 
 
 
 
 
 
 
 
 
 
2024 PROXY STATEMENT | 31
 
 
 
 
 
 
 

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AUDIT COMMITTEE REPORT
The Audit Committee (the “Audit Committee”) of the Board of Directors of Tapestry, Inc. (“Tapestry”) is responsible for overseeing Tapestry’s accounting and financial reporting principles and policies, financial statements and the independent audit thereof and Tapestry’s internal audit controls and procedures. The Audit Committee is also responsible for selecting and evaluating the independence of Tapestry’s independent auditors and for pre-approving the audit and non-audit services rendered by the independent auditors. Management has the primary responsibility for the financial statements and the reporting process, including Tapestry’s systems of internal controls. The independent auditors are responsible for auditing the annual consolidated financial statements prepared by management and expressing an opinion as to whether those financial statements conform with accounting principles generally accepted in the United States of America as well as expressing an opinion on the effectiveness of internal control over financial reporting.
The Audit Committee reviewed and discussed the audited consolidated financial statements for the fiscal year ended June 29, 2024 with management and Tapestry’s independent auditors. These discussions included a review of the reasonableness of significant judgments, the quality, not just acceptability, of Tapestry’s accounting principles and such other matters as are required to be discussed with the Audit Committee. Tapestry’s independent auditors discussed their independence and also provided to the Audit Committee the written disclosures required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence. The Audit Committee has discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission (“SEC”).
Based upon the review and discussions described in this report, the Audit Committee recommended to the Board of Directors of Tapestry that the audited financial statements be included in Tapestry's Annual Report on Form 10-K for the fiscal year ended June 29, 2024 that has been filed with the SEC.
 
 
 
 
 
 
 
 
 
 
Audit Committee
 
 
 
 
 
 
 
 
 
 
Thomas Greco, Chair
David Elkins*
Hanneke Faber
Anne Gates
Alan Lau
 
 
 
 
 
 
 
* Mr. Elkins joined the Audit Committee effective February 29, 2024.
 
 
 
 
32 | 2024 PROXY STATEMENT
 
 

 
 
 
 

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EXECUTIVE OFFICERS
The following table sets forth information regarding each of Tapestry’s executive officers as of September 27, 2024:
 
 
 
 
 
 
 
 
 
 
Name
 
 
Age
 
 
Position
 
 
Joanne Crevoiserat(1)
 
 
60
 
 
Chief Executive Officer
 
 
David Howard
 
 
49
 
 
General Counsel and Secretary
 
 
Todd Kahn
 
 
60
 
 
Chief Executive Officer and Brand President, Coach
 
 
Denise Kulikowsky
 
 
56
 
 
Chief People Officer
 
 
Scott Roe
 
 
59
 
 
Chief Financial Officer and Chief Operating Officer
 
(1) Information regarding Ms. Crevoiserat is listed under Proposal 1: Election of Directors.
David Howard has served as General Counsel since June 2020, and Secretary since August 2020. He previously served as Senior Vice President, Deputy General Counsel and Assistant Secretary from August 2018 through May 2020 and held several key roles in the Law Department since joining the Company in January 2011. Prior to joining the Company, from June 2008 to January 2011, Mr. Howard served as Associate General Counsel and Assistant Corporate Secretary at Mirant Corporation. From 2002 to 2008, Mr. Howard was a corporate attorney at Arnall Golden Gregory, LLP, and from 1997 to 1999, Mr. Howard practiced public accounting with Arthur Andersen LLP. Mr. Howard holds a Bachelor and Master of Science degrees in Accounting from Wake Forest University and a Juris Doctor from the University of Georgia School of Law. Mr. Howard is also a Certified Public Accountant.
Todd Kahn has served as Chief Executive Officer and Brand President, Coach since April 2021 after having served as the Interim Chief Executive Officer and Brand President since July 2020 and having led the revenue generating business units of the brand since March 2020. He joined the Company as Senior Vice President, General Counsel and Secretary in January 2008 and held a number of successively senior roles, including Chief Legal Officer until March 2020, Company Secretary until August 2020, and President and Chief Administrative Officer from May 2016 until April 2021. Prior to joining the Company, Mr. Kahn held leadership positions at several public and private companies. Mr. Kahn holds a Bachelor of Science degree from Touro College and a Juris Doctor from Boston University Law School.
Denise Kulikowsky has served as Chief People Officer since joining the Company in October 2023. She previously worked at Party City Holdings Inc. from 2018 to 2023, serving first as the Chief Human Resources Officer and then as the Chief People and Administrative Officer. From 2015 to 2018, Ms. Kulikowsky was the Vice President, Global Human Resources for The Estee Lauder Companies, Inc. Prior to joining The Estee Lauder Companies, she held several senior human resources positions at Gap Inc. Ms. Kulikowsky holds a Bachelor of Science degree in Psychology from Fordham University and a Master’s degree in Counseling from The University of Pennsylvania.
Scott Roe has served as Chief Financial Officer since joining the Company in June 2021, and as Chief Financial Officer and Chief Operating Officer since August 2022. He also served as Head of Strategy from June 2021 until August 2022. Mr. Roe joined the Company from VF Corporation, where he served as Chief Financial Officer since April 2015, and as Executive Vice President since March 2019. Prior to his appointment as CFO in 2015, Mr. Roe served in a number of senior management positions since joining VF Corporation in 1996. Before joining VF Corporation, Mr. Roe worked in the OEM Automotive and Basic Materials industries after beginning his career at Ernst & Young. Mr. Roe holds a Bachelor of Science degree in Accounting from the University of Tennessee.
 
 
 
 
 
 
 
 
 
 
 
 
2024 PROXY STATEMENT | 33
 
 
 
 
 
 
 

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TAPESTRY STOCK OWNERSHIP BY
CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The table below presents information, as of August 31, 2024, except as otherwise noted below, with respect to the beneficial ownership of Tapestry's common stock by each stockholder known to us to be the beneficial owner of more than 5% of our common stock, each Director and Director nominee, our NEOs, and all Directors, NEOs and all executive officers as a group. Except as otherwise noted, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. The beneficial ownership percentages set forth in the table below are based on 232,603,020 shares of Tapestry common stock outstanding as of August 31, 2024. Unless otherwise indicated, the address of each individual listed below is c/o Tapestry, Inc., 10 Hudson Yards, New York, New York 10001.
In general, “beneficial ownership” by an individual or entity includes those shares an individual or entity has the power to
vote, or the power to transfer, and stock options or other derivative securities that are exercisable currently or will become exercisable within 60 days; however, shares exercisable within 60 days are not considered outstanding for purposes of computing the percentage of ownership of any other individual or entity. Where indicated, the beneficial ownership described below includes share unit balances held under Tapestry's stock incentive plans and Non-Qualified Deferred Compensation Plan for Outside Directors. The value of share units and share equivalents mirrors the value of Tapestry's common stock. The amounts ultimately realized by the Directors will reflect all changes in the market value of Tapestry common stock from the date of deferral or accrual until the date of payout. The share equivalents do not have voting rights but are credited with dividend equivalents, if any, which will be forfeited if the underlying award forfeits.
 
 
 
 
 
 
 
 
 
 
Beneficial Owner
 
 
Shares owned
 
 
Percent of Class (%)
 
 
Vanguard(1)
 
 
31,495,231
 
 
13.54
 
 
Blackrock(2)
 
 
15,383,458
 
 
6.62
 
 
FMR(3)
 
 
13,272,133
 
 
5.71
 
 
Joanne Crevoiserat(4)
 
 
1,216,106
 
 
*
 
 
Scott Roe(5)
 
 
165,852
 
 
*
 
 
Liz Fraser(6)
 
 
174,769
 
 
*
 
 
David Howard(7)
 
 
91,452
 
 
*
 
 
Todd Kahn(8)
 
 
823,187
 
 
*
 
 
John P. Bilbrey(9)
 
 
73,775
 
 
*
 
 
Darrell Cavens(10)
 
 
69,159
 
 
*
 
 
David Elkins(11)
 
 
—
 
 
*
 
 
Hanneke Faber(12)
 
 
23,404
 
 
*
 
 
Anne Gates(13)
 
 
63,287
 
 
*
 
 
Thomas Greco(14)
 
 
31,036
 
 
*
 
 
Kevin Hourican(15)
 
 
—
 
 
*
 
 
Alan Lau(16)
 
 
7,871
 
 
*
 
 
Pamela Lifford(17)
 
 
25,386
 
 
*
 
 
Annabelle Yu Long (18)
 
 
—
 
 
*
 
 
All Directors and Executive Officers as a Group (16 people)(19)
 
 
2,765,284
 
 
1.18
 
* Less than 1%.
(1) The Vanguard Group (“Vanguard”), as of December 31, 2023, possessed shared voting power with respect to 233,758 securities, sole dispositive power with respect to 30,689,950 securities and shared dispositive power with respect to 805,281 securities, based on a Schedule 13G/A filed with the SEC on February 13, 2024. Vanguard is located at 100 Vanguard Boulevard, Malvern, PA 19355.
 
 
 
 
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TAPESTRY STOCK OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(2) Blackrock, Inc. (“Blackrock”), as of December 31, 2023, possessed sole voting power with respect to 14,704,452 securities and sole dispositive power with respect to 15,383,458 securities, respectively, based on a Schedule 13G/A filed with the SEC on January 26, 2024. Blackrock is located at 50 Hudson Yards, New York, New York 10001.
(3) FMR LLC (“FMR”) as of December 31, 2023, possessed sole voting power with respect to 12,865,630 securities and sole dispositive power with respect to 13,272,133 securities, respectively, based on a Schedule 13G/A filed with the SEC on February 9, 2024. FMR is located at 245 Summer Street, Boston, Massachusetts 02210.
(4) Includes 885,158 shares of common stock that may be purchased within 60 days of August 31, 2024 pursuant to the exercise of options.
(5) Includes 133,033 shares of common stock that may be purchased within 60 days of August 31, 2024 pursuant to the exercise of options.
(6) Includes 125,177 shares of common stock that may be purchased within 60 days of August 31, 2024 pursuant to the exercise of options.
(7) Includes 44,682 shares of common stock that may be purchased within 60 days of August 31, 2024 pursuant to the exercise of options.
(8) Includes 648,803 shares of common stock that may be acquired within 60 days of August 31, 2024 pursuant to the exercise of options.
(9) Includes 32,603 shares of common stock that may be acquired within 60 days of August 31, 2024 pursuant to the exercise of options.
(10) Includes 47,980 shares of common stock that may be acquired within 60 days of August 31, 2024 pursuant to the exercise of options.
(11) Mr. Elkins joined the Board in February 2024.
(12) Includes 18,044 shares of common stock that may be acquired within 60 days of August 31, 2024 pursuant to the exercise of options.
(13) Includes 49,322 shares of common stock that may be acquired within 60 days of August 31, 2024 pursuant to the exercise of options.
(14) Includes 18,462 shares of common stock that may be acquired within 60 days of August 31, 2024 pursuant to the exercise of options.
(15) Mr. Hourican joined the Board in February 2024.
(16) Includes 6,011 shares of common stock that may be acquired within 60 days of August 31, 2024 pursuant to the exercise of options.
(17) Includes 18,462 shares of common stock that may be acquired within 60 days of August 31, 2024 pursuant to the exercise of options.
(18) Ms. Long receives cash payments, in lieu of equity awards, due to complex regulatory requirements related to equity compensation in China.
(19) Reflects ownership of all Directors, NEOs, and the Company's other executive officers not listed individually in the table above as a group. Includes 2,027,737 shares subject to options exercisable within 60 days of August 31, 2024.
 
 
 
 
 
 
 
 
 
 
 
 
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PROPOSAL 3: ADVISORY VOTE
TO APPROVE THE COMPANY’S
EXECUTIVE COMPENSATION
The Board is committed to sound compensation governance and recognizes the interest of stockholders in executive compensation matters. On an annual basis, we provide our stockholders with an opportunity to cast an advisory vote to approve the compensation of our Named Executive Officers, or NEOs, as described in the Compensation Discussion and Analysis section beginning on page 37 and the Executive Compensation section beginning on page 61 in this proxy statement.
As this is an advisory vote, the result will not be binding on the Company, the Board or the HR Committee. However, the Board and HR Committee value the opinions expressed by our stockholders through their vote on this proposal, and the HR Committee will take into account the outcome of the advisory vote when evaluating the effectiveness of our compensation policies and practices and when making future compensation decisions for NEOs.
At our 2023 Annual Meeting of Stockholders, approximately 94% of the votes cast were in favor of our advisory vote on executive compensation. The HR Committee believes this result reflected strong stockholder support for our executive compensation programs and decisions.
We believe our people are our greatest differentiator and our executive compensation programs are designed to attract,
motivate and retain individuals who are critical to our success. Tapestry’s pay-for-performance philosophy regarding executive compensation is straightforward: reward our executives for their contributions to the Company’s annual and long-term performance by tying a significant portion of their total compensation to key business drivers and stockholder value. Reflecting this philosophy, a significant portion of executive compensation is subject to increase when results exceed target, reduction when results fall below target and elimination if results do not achieve a threshold level of performance.
The variable short-term and long-term incentive plans are designed to incentivize and reward management for delivering results that prioritize sustainable brand health and maximize stockholder value creation.
We believe the Tapestry compensation programs are deserving of stockholder support. Stockholders are urged to read the Executive Compensation and Compensation Discussion and Analysis sections of this proxy statement, which describes our executive compensation philosophy and programs in greater detail, as well as compensation decisions made by the HR Committee for our NEOs with respect to fiscal year ended 2024.
Say on Pay Proposal
The Board recommends that stockholders vote FOR the following resolution:
“RESOLVED, that the stockholders approve, on an advisory non-binding vote basis, the compensation of the Company’s Named Executive Officers, as discussed and described in the proxy statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, set forth in Item 402 of Regulation S-K, including the Compensation Discussion and Analysis and the accompanying executive compensation tables and narrative discussion.”
Adoption of the above resolution requires “FOR” votes from a majority of the votes cast on the matter at the Annual Meeting.
 
 
 
 
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
 
 
 
 
 
 
 
 
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COMPENSATION DISCUSSION AND
ANALYSIS
This Compensation Discussion and Analysis describes the compensation program for our NEOs for fiscal year 2024:
 
 
 
 
 
 
 
Name
 
 
Title
 
 
Joanne Crevoiserat
 
 
Chief Executive Officer
 
 
Scott Roe
 
 
Chief Financial Officer and Chief Operating Officer
 
 
Todd Kahn
 
 
Chief Executive Officer and Brand President, Coach
 
 
Liz Fraser (1)
 
 
Chief Executive Officer and Brand President, Kate Spade
 
 
David Howard
 
 
General Counsel and Secretary
 
 
 
 
 
 
 
(1) Ms. Fraser left the Company on September 2, 2024.
This Compensation Discussion and Analysis is divided into the following sections:
 
 
 
 
 
 
 
 
 
Page
 
 
Executive Summary
 
 
38
 
 
What We Pay and Why
 
 
42
 
 
Fiscal Year 2024 Compensation
 
 
46
 
 
Other Compensation and Benefit Elements
 
 
54
 
 
Compensation Decision Making Process
 
 
55
 
 
Additional Information
 
 
57
 
 
 
 
 
 
 
 
 
 
 
 
 
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COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
Fiscal Year 2024 Performance
Through our unwavering focus on powering innovation and consumer connections, Tapestry meaningfully advanced its strategic agenda during fiscal year 2024, delivering strong financial results highlighted by constant currency topline gains, significant gross margin expansion, double-digit adjusted EPS growth, and robust cash flow generation.
This success has been driven by Tapestry’s passionate global teams whose creativity and exceptional execution continue to fuel Tapestry’s brands and business.
Tapestry also remained committed to creating value for stockholders, returning $321 million in fiscal year 2024 through a quarterly cash dividend of $0.35 per common share, for an annual dividend rate of $1.40 per share. Looking ahead to fiscal year 2025, Tapestry’s Board approved a quarterly cash dividend of $0.35 per common share in August 2024 and expects to maintain an annual dividend rate of $1.40 per common share.
Financial Results
Select Tapestry, Inc. fiscal year 2024 financial results include:
 
 
 
 
 
 
 
 
 
Fiscal Year 2024 Results(1)
($ in millions, except per share amounts)
 
 
Measure
 
 
GAAP
 
 
Non-GAAP (2)
 
 
Change Versus
Fiscal Year
2023 on a
GAAP Basis
 
 
Change Versus
Fiscal Year
2023 on a Non-
GAAP Basis (2)
 
 
Net sales
 
 
$6,671.2
 
 
$6,748.5
 
 
0.2%
 
 
1.3%
 
 
Diluted earnings per share
 
 
$3.50
 
 
$4.29
 
 
(9.8)%
 
 
10.6%
 
 
Annual cash dividend
 
 
$1.40 per share as of
fiscal year 2024
 
 
+$0.20 per share since
fiscal year 2023
 
 
Total Shareholder Return(3)
 
 
1-year: 3.74%
 
 
3-year cumulative: 10.13%
 
(1) See Appendix A for a reconciliation of non-GAAP financial measures to our results as reported under Generally Accepted Accounting Principles (“GAAP”). See page 37 of the Company’s Annual Form 10-K for a reconciliation of non-GAAP Diluted earnings per share to GAAP.
(2) Non-GAAP revenue / growth vs. fiscal year 2023 presented on a constant currency basis.
(3) Total Shareholder Return (“TSR”) includes dividends reinvested.
 
 
 
 
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COMPENSATION DISCUSSION AND ANALYSIS
Fiscal Year 2024 Compensation Actions and Organizational Changes
We believe our people are our greatest competitive differentiator. In fiscal year 2023 we instituted significant changes to our annual and long term incentive plans to further support sustainable brand health and maximize TSR.
Therefore, as we entered fiscal year 2024, we did not implement significant changes in our executive compensation plan design or philosophy (for detail, see the “Fiscal 2024 Compensation Program Highlights” table on page 45). Consistent with our practice since fiscal year 2023, we did not
provide annual cyclical merit increases for our key leadership positions, including our NEOs. Rather, we continued to only provide targeted merit increases if warranted considering annual market benchmarking analysis.
Denise Kulikowsky joined the Company in October 2023 as Tapestry’s Chief People Officer. Additionally, on September 2, 2024, Liz Fraser, CEO and Brand President of Kate Spade left the Company.
Performance-Based Compensation
Our financial results in fiscal year 2024 were strong despite a challenging macroeconomic environment and softened consumer demand in certain regions.
•
At the enterprise level, Tapestry performance was above targets established by the HR Committee, and therefore our NEOs earned 132% of target payout under the plan for the Tapestry portion of their 2024 AIP results.
•
Results for the Coach brand were above the target levels, and the results for the kate spade new york brand were between threshold and target performance levels. Therefore, Mr. Kahn (the NEO tied to Coach segment) earned 165% of target payout for Coach brand portion of his 2024 AIP results, and Ms. Fraser (the NEO tied to kate spade segment) earned 70% of target payout for kate spade new york brand portion of her 2024 AIP results.
•
The Company also made strong progress against advancing EI&D objectives that could modify AIP payout from 0% to -10%. For our NEOs, the fiscal 2024 result was a -1% modifier to the calculated AIP result based on the financial performance goals, based on the HR Committee evaluation of success versus pre-defined objectives.
Although there were no Annual PRSU (the “Annual PRSU”) performance periods completed during fiscal year 2024 (due to legacy two-year performance periods prior to fiscal year 2023), there are currently two outstanding Annual PRSU awards tied to Sales, Average Return on Invested Capital (“ROIC”) and relative TSR for fiscal years 2023-2025 and fiscal years 2024-2026 awarded to approximately 50 corporate leaders, including our NEOs.
 
 
 
 
 
 
 
 
 
 
 
 
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COMPENSATION DISCUSSION AND ANALYSIS
The following table summarizes the status of NEO incentive plan awards as of the end of fiscal year 2024:

 
Results of Stockholder Advisory Vote to Approve Executive Compensation and the HR Committee's Response to Stockholder Feedback
At our 2023 Annual Meeting of Stockholders, approximately 94% of the votes cast were in favor of our advisory vote on executive compensation. Management and the HR Committee reviewed our stockholders’ affirmative 2023 Say on Pay vote and believe it indicates strong support for our current executive compensation program and practices.
Ahead of the 2023 Annual Meeting of Stockholders, we reached out to approximately 40 stockholders, representing approximately 70% of shares outstanding. Although our investors did not express concerns in advance of our 2023 Annual Meeting of Stockholders, we continued engagement with our stockholders on a number of issues throughout fiscal year 2024 to understand their perspectives on the Company’s executive compensation program and other items of interest or concern. Our stockholders expressed support for our overall executive compensation program and for our continued use of EI&D goals under our AIP that we believe support our targeted business results.
After the close of fiscal year 2020, several investors provided feedback regarding our historical and forward-looking burn rate under the 2018 Stock Incentive Plan. Based on these conversations and consistent with the feedback received from stockholders, the Company and the HR Committee, which serves as administrator of the 2018 Stock Incentive Plan, committed to maintain an unadjusted burn rate at or below 2.0% annually for its fiscal years 2022 through 2024. In fiscal year 2024 our burn rate (calculated as full value shares and stock options granted during the fiscal year divided by weighted average common shares outstanding excluding share repurchases) was 1.7%.
Our engagement with stockholders is valuable and informative and we intend to continue discussions to further understand our investors’ perspective on our executive compensation program and other governance matters.
 
 
 
 
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COMPENSATION DISCUSSION AND ANALYSIS
Executive Compensation Practices
Tapestry's executive compensation philosophy is focused on pay for performance and reflects governance practices that align with the needs of our business.
Below is a summary of compensation practices we have adopted to drive performance and to align with stockholder interests, alongside those practices we do not employ.
 
 
 
 
 
 
 
WHAT WE DO
 
 
WHAT WE DON’T DO
 
 

 
 
 
Pay for Performance, with 10% of AIP tied to EI&D goals that support business performance.
 
 

 
 
 
No Excise Tax Gross-Ups Upon Change in Control.
 
 

 
 
 
Stock Ownership Policy for NEOs.
 
 

 
 
 
No Excessive Executive Perquisites.
 
 

 
 
 
Double Trigger Equity Acceleration Upon a Change-in-Control.
 
 

 
 
 
No Tax Gross-Ups on Perquisites or Benefits, other than standard relocation costs.
 
 

 
 
 
Independent Compensation Consultant Retained by HR Committee.
 
 

 
 
 
No Payment of Dividends on Unvested Long-term Incentives.
 
 

 
 
 
Regular Review of Share Utilization.
 
 

 
 
 
No Repricing of Underwater Stock Options Without Stockholder Approval.
 
 

 
 
 
Maintain a Clawback Policy in compliance with new SEC rules.
 
 

 
 
 
No Inclusion of Long-term Incentive Awards in Severance or Retirement Benefit Calculations.
 
 

 
 
 
Minimum Required Notice Period for voluntary resignations of NEOs.
 
 

 
 
 
No Permitted Hedging, Short Sales or Derivative Transactions in Company stock.
 
 

 
 
 
Balance of short and long-term performance metrics.
 
 

 
 
 
No guaranteed or automatic annual salary increases for NEOs.
 
 

 
 
 
Annual Say on Pay vote.
 
 

 
 
 
No Fixed Term or Evergreen NEO Employment Agreements.
 
 

 
 
 
Regular stockholder outreach.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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COMPENSATION DISCUSSION AND ANALYSIS
What We Pay and Why
Compensation Program Objectives
Over the long-term, the Company is focused on driving innovation across our brands and adopting strategies that promote long-term brand health and sustained increases in stockholder value through accelerating growth and enhanced profitability across the portfolio.
Our compensation programs are aligned with this objective: we deliver a market-competitive level of fixed compensation with the opportunity for above-average rewards when the Company and the executive exceed our performance objectives. The compensation program for Tapestry’s NEOs is designed to serve the following goals:
•
reward performance, with performance-based pay constituting a majority of total compensation;
•
support the attainment of the Company’s short- and long-term strategic and financial objectives;
•
align NEOs’ interests with those of our stockholders and encourage ownership of Company stock by our NEOs;
•
reward NEOs for achieving the challenging financial and strategic targets that we believe ultimately will drive stockholder value;
•
enable us to attract, retain and reward the best talent in the luxury retail industry, which is necessary to profitably grow our business and drive stockholder value; and
•
be competitive with our peer companies.
In implementing our compensation programs, we are also committed to taking actions that embrace our responsibility as a global fashion company to affect positive change for our people, our industry and the world at large. Since fiscal year 2022, we have included a dashboard of EI&D measures as a modifier of up to 10% of AIP compensation for leadership, which includes Vice President level and above (“Leadership”), on a global level. This action is intended to further incentivize leaders to advance the Company’s EI&D initiatives, which are tied to overall company strategy, and to hold leaders accountable for creating a diverse and inclusive culture and supporting inclusive behaviors. We believe that our commitment to diversity supports and enhances our relationship with our diverse customer base.
Elements of Compensation
Compensation for our NEOs includes both fixed and performance-based components, with an emphasis on performance-based elements to support the objectives listed above. We consider a component to be performance-based if the amount eventually earned or paid varies based on one or more elements of the Company’s financial performance (e.g., sales, operating income, gross margin, etc.), operational measures (e.g., EI&D dashboard) or stock price appreciation. Performance-based components are designed so that above-plan performance is rewarded with above-target payouts and vice versa. The fixed components of compensation are
designed to be competitive and are typically a minority portion of the total mix of each executive’s compensation package. We do not attempt to align each element of compensation to specific peer company percentiles or ratios; rather peer company data is one of several factors considered by the HR Committee when determining executive compensation. See Compensation Decision Making Process for details.
The following table briefly describes each element of compensation. A detailed explanation of each component for fiscal year 2024 is provided in the next section, Fiscal Year 2024 Compensation.
 
 
 
 
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COMPENSATION DISCUSSION AND ANALYSIS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation Component
 
 
Reason to Provide
 
 
Performance
Based
 
 
Not-
Performance
Based
 
 
Value
Linked
to Stock
Price
 
 
Value
Linked to
Operating
Results
 
 
Annual
Incentive: AIP
 
 
Rewards for achieving the annual financial performance goals established by the HR Committee early in each fiscal year. A portion of AIP compensation for the Company's Leadership team is tied to performance under dashboard of EI&D measures.
 
 

 
 
 
 
 
 
 
 
 

 
 
 
Long-term
Incentive: PRSUs
 
 
Granted to drive focus on Tapestry’s long-term performance, align executive rewards with stockholders and link explicitly to achievement of long-term value creation. To maximize TSR growth, a portion of the PRSU is tied to relative TSR.
 
 

 
 
 
 
 
 

 
 
 

 
 
 
Long-term
Incentive: RSUs
 
 
Granted to encourage retention. Although the number of shares earned is fixed, provided the executive is still employed, their value rises and falls with the price of our common stock, adding a performance element.
 
 
 
 
 

 
 
 

 
 
 
 
 
 
Long-term
Incentive: Stock Options
 
 
Granted to drive focus on Tapestry’s long-term performance and align executive rewards with stockholders on an absolute basis. Stock options have value only when our stock price increases from the price on the date of grant so they are a tool to support Tapestry’s success and growth; we utilize stock options because of this strong pay for performance relationship.
 
 

 
 
 
 
 
 

 
 
 
 
 
 
Base salary
 
 
Competitive base salaries are necessary to attract and retain qualified, high-performing executives. Prior experience, scope of responsibility and performance are key elements considered in setting base salaries.
 
 
 
 
 

 
 
 
 
 
 
 
 
 
Benefits & Limited Perquisites
 
 
Competitive benefits and modest perquisites are necessary to attract and retain qualified, high-performing executives.
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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COMPENSATION DISCUSSION AND ANALYSIS
Fiscal Year 2024 Compensation Summary----Target Pay Mix
The following charts depict the relationship between the primary elements of the Company’s target annual total direct compensation mix for fiscal year 2024 for each NEO. For Ms. Crevoiserat during fiscal year 2024, 76% of her target total compensation was performance-based. For the other
NEOs, 66% of target total compensation was performance-based. These charts illustrate target total compensation for fiscal year 2024 as described in the Fiscal Year 2024 Compensation section in this proxy statement.

 
(1) Charts represent regular, ongoing annual target compensation for the full fiscal year 2024.
 
 
 
 
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COMPENSATION DISCUSSION AND ANALYSIS
The HR Committee routinely discusses the Company's strategy and programs with CAP, its executive compensation consultant. CAP advises the HR Committee on market trends and best practices, which the HR Committee considered in setting fiscal year 2024 executive compensation.
Significant actions for our fiscal year 2024 executive pay program are summarized in the table below:
 
 
 
 
 
 
 
Fiscal Year 2024 Compensation Program Highlights
 
 
Rationale
 
 
Awarded salary increases to Ms. Crevoiserat and Messrs. Roe, Kahn and Howard as part of the annual review cycle.
 
 
To align more closely with competitive total cash compensation for similar positions in our executive compensation peer group.
 
 
Increased annual equity values for Messrs. Roe, Kahn and Howard.
 
 
To align more closely with competitive total compensation for similar positions in our executive compensation peer group.
 
 
For the AIP, allocated higher weighting to Gross Margin measure.
 
 
To increase focus on metric(s) that we believe drive P/E multiple expansion and TSR growth.
 
 
For AIP and for PRSU awards, continued to tighten our performance curves.
 
 
To recognize economic recovery trends in our industry despite continued uncertainty related to softening consumer demand and general economic conditions.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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COMPENSATION DISCUSSION AND ANALYSIS
Fiscal Year 2024 Compensation
Base Salary
Tapestry employees, including our NEOs, are paid a salary based on the responsibilities of their position, the skills and experience required for the position, their individual performance, business performance, labor market conditions and with consideration of salary levels for similar positions in our peer companies. For our NEOs, in addition to these factors, it is Tapestry’s practice to recommend salary
increases for HR Committee consideration only if there is clear evidence (based on benchmarking) that their salary lags the market. During fiscal year 2024, the HR Committee approved the base salary rate increases for Ms. Crevoiserat and Messrs. Roe, Kahn and Howard. The salary rates in effect during fiscal year 2024 for each NEO were as follows:
 
 
 
 
 
 
 
 
 
 
Named Executive Officer
 
 
FY24 Base
Salary Rate(1)
 
 
FY24 Salary
Increase
 
 
Joanne Crevoiserat
 
 
$1,400,000
 
 
4%
 
 
Scott Roe
 
 
$975,000
 
 
5%
 
 
Todd Kahn
 
 
$1,000,000
 
 
5%
 
 
Liz Fraser
 
 
$850,000
 
 
—%
 
 
David Howard
 
 
$600,000
 
 
4%
 
(1) Amounts shown are as of the close of fiscal year 2024.
Annual Incentive Plan
The Tapestry AIP rewards eligible employees, including NEOs, for achievement of financial performance targets and EI&D measures, established by the HR Committee.
In setting the financial performance measures, targets and incentive payout schedule for the AIP, the HR Committee considered prior fiscal year performance, desired financial and operational performance levels in line with our annual operating plan, long-term strategic plan and general economic conditions. We tightened the performance curves in fiscal year 2024 to continue to incentivize a top line growth and operational efficiency mindset, and also considering peer group practices and trends. We also recognized economic recovery trends in our industry while still accounting for continued uncertainty related to the general macroeconomic environment and softening consumer demand. The HR Committee certified the results after the end of the fiscal year. Payouts for Tapestry and Coach brand results were above
target, while payouts for kate spade new york brand results were between threshold and target.
The fiscal year 2024 target award levels for each NEO were determined by the HR Committee based on the role and responsibility of each position and on peer company target award levels for similar positions.
The fiscal year 2024 financial measures were intended to incentivize and reward management for delivering results that prioritize sustainable brand health and TSR performance. For fiscal year 2024 we modified the metric weights to allocate the strongest focus on Sales and Gross Margin goals, aligned with key business priorities and which we believe are top drivers of TSR growth. We also felt comfortable lowering the weight on Operating Income given the Gross Margin metric also provides profit exposure.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal Year 2024
Measure
 
 
Reason for Measure
 
 
Fiscal Year
2023 Weight
 
 
Fiscal Year
2024 Weight
 
 
Performance / Payout Curve
 
 
Net Sales
 
 
Top drivers of P/E multiple expansion, leading to long-term TSR growth
 
 
40%
 
 
35%
 
 
For maximum performance, 200% of the target award can be earned, and for threshold performance, 30% of the target award can be earned.
 
 
Gross Margin
 
 
20%
 
 
35%
 
 
Operating Income
 
 
Core profitability measure driving increases in operating cash flow and a measure of brand health
 
 
40%
 
 
30%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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COMPENSATION DISCUSSION AND ANALYSIS
The company’s operating plans were the basis used by the HR Committee for setting target AIP metric goals for fiscal year 2024, and required growth in Net Sales, Operating Income and Gross Margin on a non-GAAP, constant currency basis versus fiscal year 2023 for Tapestry overall. These values were aligned with the Company’s strategic objective to drive long-term profitability, making necessary investments to support the health of its brands, while also drawing focus to the agility and discipline required to increase gross margin. Initial AIP funding was determined based on performance versus predefined financial goals. The HR Committee also set individual brand-level targets based on operating plans for each brand. For NEOs leading a brand, corporate financial goals were weighted 40% and brand goals were weighted 60%.
In setting the fiscal year 2024 threshold and maximum performance and payout values, the HR Committee considered several factors including the degree of difficulty in achieving each metric while balancing the uncertainty driven by global macro-economic conditions. The HR Committee deemed these targets would be sufficiently challenging to merit payout of the target AIP awards. The maximum performance levels were set such that maximum payout would be achieved for truly outstanding results versus fiscal year 2023.
The EI&D AIP component applied to all Leadership in fiscal year 2024, including NEOs and functions as a potential negative modifier on financial performance, based on the HR
Committee’s assessment of performance versus a predefined, quantitative and qualitative dashboard of EI&D goals.
Total potential payout for our AIP remained 0% to 200% of target incentive. Ten percent of the initial performance payout, based on results versus the predefined financial goals, was then adjusted through the EI&D modifier within a multiplier range of 90% to 100%. In this structure, we multiply the initial performance payout by 100% if we achieve our EI&D goals in full, resulting in no change to the initial performance payout. If we fail to achieve our EI&D goals, we multiply our initial performance payout by 90%, resulting in a 10% reduction in the initial performance payout. Partial achievement of our goals would result in a modifier between 90% and 100%.
The EI&D modifier was designed as a dashboard with shared goals focused on fostering behaviors in our sourcing, recruitment and talent mobility practices and policies, and rewarding progress against our goals to further shape and support a culture that is equitable, inclusive and diverse, which we believe is aligned with and supports long-term business objectives.
Actual AIP payments are made in cash, based on the degree to which the objectives have been achieved, as certified and approved by the HR Committee. No executive may receive an annual incentive payment exceeding $6.0 million under the AIP for any fiscal year.
The fiscal year 2024 AIP components for each NEO are displayed below.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Component and its Weight as a Percent of Each NEOs
Target Annual Incentive
 
 
 
 
 
 
 
 
[90% of AIP]
 
 
[10% of AIP]
 
 
Named Executive Officer
 
 
Business Segment
 
 
Target Annual
Incentive as a %
of Salary
 
 
Tapestry, Inc.
Component
 
 
Brand
Component
 
 
Equity,
Inclusion &
Diversity
Modifier(1)
 
 
Joanne Crevoiserat
 
 
Tapestry, Inc.
 
 
200%
 
 
100%
 
 
 
 

 
 
 
Scott Roe
 
 
Tapestry, Inc.
 
 
125%
 
 
100%
 
 
 
 

 
 
 
Todd Kahn
 
 
Coach
 
 
125%
 
 
40%
 
 
60%
 
 

 
 
 
Liz Fraser
 
 
Kate Spade
 
 
100%
 
 
40%
 
 
60%
 
 

 
 
 
David Howard
 
 
Tapestry, Inc.
 
 
70%
 
 
100%
 
 
 
 

 
 
(1) The EI&D Modifier is a potential negative modifier on initial AIP funding based on financial results versus pre-defined goals. A full financial payout can only be achieved if the HR Committee certifies that all EI&D goals are achieved.
 
 
 
 
 
 
 
 
 
 
 
 
2024 PROXY STATEMENT | 47
 
 
 
 
 
 
 

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
The financial performance measures, target values established by the HR Committee, and the certified financial results for the fiscal year 2024 AIP appear below.
Tapestry, Inc.
Applied to all Named Executive Officers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($ in millions)
 
 
Weight
 
 
Fiscal Year 2023
Results (1)
 
 
Fiscal Year 2024 Award Targets(2)(3)
 
 
Fiscal Year
2024
Results(3)
 
 
Payout as a
% of Target
Incentive(2)
 
 
Threshold
 
 
Target
 
 
Maximum
 
 
Net sales
 
 
35%
 
 
$6,660.9
 
 
$6,411.7
 
 
$6,969.3
 
 
$7,178.3
 
 
$6,748.5
 
 
72.0%
 
 
vs. prior year
 
 
 
 
 
 
 
 
5%
 
 
 
 
1%
 
 
 
 
Operating income
(excluding AIP $)
 
 
30%
 
 
$1,251.3
 
 
$1,156.4
 
 
$1,360.5
 
 
$1,537.4
 
 
$1,398.9
 
 
122.0%
 
 
vs. prior year
 
 
 
 
 
 
 
 
9%
 
 
 
 
12%
 
 
 
 
Gross Margin
 
 
35%
 
 
70.8%
 
 
70.5%
 
 
71.5%
 
 
72.5%
 
 
73.1%
 
 
200.0%
 
 
vs. prior year
 
 
 
 
 
 
 
 
1%
 
 
 
 
3%
 
 
 
 
Weighted average payout as a % of Target:
 
 
 
 
 
 
 
 
 
 
 
 
131.8%
 
Coach
Applied to Mr. Kahn
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($ in millions)
 
 
Weight
 
 
Fiscal Year 2023
Results (1)
 
 
Fiscal Year 2024 Award Targets(2)(3)
 
 
Fiscal Year
2024
Results(3)
 
 
Payout as a
% of Target
Incentive(2)
 
 
Threshold
 
 
Target
 
 
Maximum
 
 
Net sales
 
 
35%
 
 
$4,960.4
 
 
$4,796.7
 
 
$5,157.7
 
 
$5,312.5
 
 
$5,162.8
 
 
103.0%
 
 
vs. prior year
 
 
 
 
 
 
 
 
4%
 
 
 
 
4%
 
 
 
 
Operating income
(excluding AIP $)
 
 
30%
 
 
$1,561.9
 
 
$1,446.9
 
 
$1,607.7
 
 
$1,736.3
 
 
$1,730.1
 
 
195.0%
 
 
vs. prior year
 
 
 
 
 
 
 
 
3%
 
 
 
 
11%
 
 
 
 
Gross Margin
 
 
35%
 
 
73.5%
 
 
73.2%
 
 
74.2%
 
 
75.2%
 
 
76.1%
 
 
200.0%
 
 
vs. prior year
 
 
 
 
 
 
 
 
1%
 
 
 
 
4%
 
 
 
 
Weighted average payout as a % of Target:
 
 
 
 
 
 
 
 
Coach:
 
 
 
 
164.7%
 
 
 
 
 
 
 
 
 
 
 
 
Combined with Tapestry:
 
 
151.5%
 
Kate Spade
Applied to Ms. Fraser
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($ in millions)
 
 
Weight
 
 
Fiscal Year 2023
Results (1)
 
 
Fiscal Year 2024 Award Targets(2)(3)
 
 
Fiscal Year
2024
Results(3)
 
 
Payout as a
% of Target
Incentive(2)
 
 
Threshold
 
 
Target
 
 
Maximum
 
 
Net sales
 
 
35%
 
 
$1,418.9
 
 
$1,378.3
 
 
$1,498.2
 
 
$1,543.1
 
 
$1,341.9
 
 
—%
 
 
vs. prior year
 
 
 
 
 
 
 
 
6%
 
 
 
 
(5)%
 
 
 
 
Operating income
(excluding AIP $)
 
 
30%
 
 
$122.3
 
 
$155.1
 
 
$182.4
 
 
$209.8
 
 
$145.2
 
 
—%
 
 
vs. prior year
 
 
 
 
 
 
 
 
49%
 
 
 
 
19%
 
 
 
 
Gross Margin
 
 
35%
 
 
63.4%
 
 
63.5%
 
 
64.4%
 
 
65.3%
 
 
65.3%
 
 
200.0%
 
 
vs. prior year
 
 
 
 
 
 
 
 
2%
 
 
 
 
3%
 
 
 
 
Weighted average payout as a % of Target:
 
 
 
 
 
 
 
 
Kate Spade
 
 
 
 
70.0%
 
 
 
 
 
 
 
 
 
 
 
 
Combined with Tapestry:
 
 
94.7%
 
(1) Fiscal year 2023 results reflect Non-GAAP financial figures in nominal currency. See Appendix A for a reconciliation to results as reported under GAAP.
(2) For all metrics, actual payout is 0% if performance is below threshold, 30% of target for performance at threshold, 100% of target for target performance and 200% of target for maximum performance, with interpolation for performance levels between the amounts above.
(3) Fiscal year 2024 targets and actual results reflect the impact of currency adjustments. See Appendix A for a reconciliation to results as reported under GAAP.
 
 
 
 
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COMPENSATION DISCUSSION AND ANALYSIS
The EI&D measures established by the HR Committee for the fiscal year 2024 AIP component (where we believe success supports achievement of our business objectives) are described below:
•
Representation in the US at the Sr. Director and Leadership team levels.
•
Expectations related to internal job postings for new roles and/or vacancy opportunities.
•
Expectations related to diverse candidate slates.
•
Differences in measures of engagement based on ethnicity and gender in our employee survey.
•
Active Leadership participation in certain EI&D related events
Final payout for this AIP component was determined by the HR Committee through its evaluation of a dashboard with the
predefined criteria and related results; no component of the scorecard had a pre-assigned weighting.
Progress was made through diversifying our employee sourcing and recruitment process, transparent job posting policies, leadership participation in EI&D events, and listening to our employees by collecting their feedback throughout the year on their perception of inclusion.
Considering that a significant portion of objectives were achieved, but not all, and that meaningful results were observed, the HR Committee determined to apply a modest negative modifier for the EI&D component of the AIP, resulting in a reduction of 1% out of a possible 10%. The initial performance payouts were therefore multiplied by 99% (instead of 100%) to reflect majority achievement of our EI&D dashboard.
Calculation of Fiscal Year 2024 Annual Incentive Awards:
The following table shows the fiscal year 2024 target awards as a percent of the salary as of the end of the fiscal year for each NEO, applies the results described above to each target award, and shows the actual award earned. The resulting payouts are also displayed in the Summary Compensation Table in the column “Non-Equity Incentive Plan Compensation”.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial Performance(1)
 
 
EI&D
Performance
 
 
Total Performance and Payout (1)
 
 
 
 
 
 
 
 
 
 
[Tapestry Weight * b]
+
[Brand Weight * c]
 
 
 
 
[d * e]
 
 
[a * f]
 
 
Named Executive Officer
 
 
Target
Annual
Incentive(2)
(a)
 
 
Tapestry(2)
(0% - 200%)
(b)
 
 
Brand(2)
(0% - 200%)
(c)
 
 
Total Tapestry & Brand
(0% - 200%)
(d)
 
 
EI&D
Scorecard
(90% - 100%)
(e)
 
 
Total Financial
and EI&D
performance
(f)
 
 
Annual
Incentive
Award (3)
(g)
 
 
Joanne Crevoiserat
 
 
$2,800,000
 
 
131.8%
 
 
 
 
131.8%
 
 
99%
 
 
130.5%
 
 
$3,654,000
 
 
Scott Roe
 
 
$1,218,750
 
 
131.8%
 
 
 
 
131.8%
 
 
99%
 
 
130.5%
 
 
$1,590,469
 
 
Todd Kahn
 
 
$1,250,000
 
 
131.8%
 
 
164.7%
 
 
151.5%
 
 
99%
 
 
150.0%
 
 
$1,875,000
 
 
Liz Fraser
 
 
$850,000
 
 
131.8%
 
 
70.0%
 
 
94.7%
 
 
99%
 
 
93.8%
 
 
$797,300
 
 
David Howard
 
 
$420,000
 
 
131.8%
 
 
 
 
131.8%
 
 
99%
 
 
130.5%
 
 
$548,100
 
(1) Percentages as shown are rounded to the nearest decimal.
(2) The target AIP as a percent of annual salary for each NEO and the weights associated with Tapestry and Brand performance are shown in the fiscal year 2024 AIP components table in the Annual Incentive Plan Section.
(3) The AIP Award is calculated using annual salary as of the close of the fiscal year.
 
 
 
 
 
 
 
 
 
 
 
 
2024 PROXY STATEMENT | 49
 
 
 
 
 
 
 

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COMPENSATION DISCUSSION AND ANALYSIS
Non-GAAP Measures
As indicated above, the HR Committee used certain non-GAAP measures for the purpose of setting goals and/or to evaluate performance. The adjustments, including for the impact of foreign currency fluctuations, are set out in Appendix A. These non-GAAP performance measures were used by management to conduct and evaluate its business during its regular review of operating results. Management and the Company’s Board utilized these non-GAAP measures to make decisions about the uses of Company resources, analyze performance between periods, develop internal projections and measure management performance. The Company’s primary internal financial reporting excluded these items affecting comparability. We believe these non-GAAP measures are useful to investors and others in evaluating the Company’s
ongoing operating and financial results in a manner that is consistent with management’s evaluation of the business and understanding how such results compare with the Company’s historical performance. We also believe excluding the items affecting comparability assists investors in developing expectations of future performance.
The HR Committee believes it is appropriate to use constant currency performance measures for setting AIP goals and/or evaluating performance because it will incentivize management to make business decisions that drive the long-term sustainable performance of the Company rather than reacting to short-term currency fluctuations, which are largely outside of their control.
 
 
 
 
50 | 2024 PROXY STATEMENT
 
 

 
 
 
 

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
Long-Term Incentive Plan
Long-term incentives (“LTI”) represent a significant proportion of compensation for our Chief Executive Officer and other NEOs. They are designed to align employee interests with those of our stockholders, reward employees for enhancing stockholder value and support retention of key employees. NEO’s awards are typically a set mix of stock options, PRSUs and RSUs. In addition, approximately 2,400 of our employees, including nearly all of our store managers, received an annual long term equity award in fiscal year 2024. We offer an “Equity Choice” program, under which eligible employees may elect to receive their annual LTI in the form of stock options, RSUs or a combination of the two. Under this program, the ratio of stock options to RSUs is set so that the grant date fair market value of stock options and RSUs is approximately equal. Equity Choice is not available to our Chief Executive Officer or our other NEOs.
The number of PRSUs, stock options and/or RSUs granted to a NEO each year is based on a target grant value. The values granted are converted to shares based on the closing price of Tapestry common stock on the date of grant, and, in the case of stock options, on the estimated Black-Scholes value of the stock option. The exercise price for stock options is the closing price of Tapestry common stock on the grant date. Adjustments to the target grant value for each NEO may be made based on changes in the executive’s responsibilities and performance, changes in the competitive marketplace, or other factors determined by the HR Committee. From time to time, we also grant special PRSU and/or RSU awards as part
of new hire agreements or other special circumstances. In fiscal year 2024 our burn rate (calculated as full value shares and stock options granted during the fiscal year divided by weighted average common shares outstanding excluding share repurchases) was 1.7%.
All awards are made under the terms and conditions of the 2018 Stock Incentive Plan. The majority of the awards are granted during or around the Board and HR Committee’s regularly scheduled August meetings, at approximately the same time that salary increases and AIP award payments are approved. Off-cycle grants for new hires and other special events may be made on the first business day of the month following such event.
Fiscal Year 2024 Long-Term Incentive Awards: In August 2023, the HR Committee granted the LTI awards shown in the table below to the NEOs with consideration given to median total compensation for NEOs in our industry, the competitive landscape for NEO talent, each executive’s performance and the Company's guidelines for executive compensation.
The fiscal year 2024 PRSU measures were intended to incentivize and reward management for delivering results that prioritize sustainable brand health and maximize TSR growth over a longer time horizon. These metrics support focus on effective achievement of our long-term strategy to build a global house of brands.
 
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal Year
2024 Measure
 
 
Reason for Measure
 
 
Fiscal Year
2024 Weight
 
 
Performance / Payout Curve
 
 
Sales
 
 
While Sales is also part of AIP, it is an essential measure to incentivize not only short-term, but long-term stable top line expansion in-line with our externally stated ambitions
 
 
33%
 
 
For maximum performance, 200% of the target award can be earned, and for threshold performance, 30% of the target award can be earned.
 
 
ROIC
 
 
Designed to measure how efficiently the Company manages its deployed capital. ROIC aligns closely with how investment community views Tapestry
 
 
33%
 
 
Relative TSR
 
 
Supports alignment of executive compensation and stockholder return outcomes
 
 
33%
 
 
See below
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2024 PROXY STATEMENT | 51
 
 
 
 
 
 
 

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COMPENSATION DISCUSSION AND ANALYSIS
For 33% of the PRSU award, potential payout is based on Company TSR over a three year performance period relative to a predefined PRSU Peer Group. Objective criteria was used to select the PRSU Peer Group, which represents companies from the S&P 1500 Composite and Euronext Indexes in Apparel, Accessories and Luxury Goods which we believe is most relevant to Tapestry as far as their global reach, the products and services offered, the talent landscape we compete with, and are viewed as alternative investment choices by capital markets. Given the size of Tapestry, companies with a market cap over $100 billion were removed. The below charts outline the PRSU Peer Group companies and describe the PRSU payout levels tied to relative performance.
 
 
 
 
Performance Peer Group for FY24-FY26 Relative TSR Measurement
 
 
Criteria: S&P 1500 Composite and Euronext Indexes in Apparel, Accessories and Luxury Goods with less than $100 billion in Market cap
 
 
adidas AG
 
 
Kontoor
 
 
Burberry
 
 
Moncler
 
 
Capri
 
 
Movado
 
 
Carter's, Inc.
 
 
Oxford
 
 
Columbia
 
 
Pandora A/S
 
 
Richemont
 
 
PVH Corp.
 
 
Luxottica
 
 
Ralph Lauren
 
 
Fossil Group, Inc.
 
 
Swatch
 
 
G-III Apparel Group, Ltd.
 
 
Under Armour
 
 
Hanesbrands Inc.
 
 
VF
 
 
Hugo Boss AG
 
 
Vera Bradley
 
 
Kering SA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FY24 - FY26 Relative TSR Performance / Payout Curve
 
 
PRSU Payout:
 
 
No Payout
 
 
30%
 
 
100%
 
 
200%
 
 
rTSR:
 
 
Bottom Quartile
 
 
Threshold
 
 
Median
 
 
Top Quartile
 
 
0 - 24%
 
 
25%
 
 
50%
 
 
75 - 100%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
The Company’s long-term strategic plan was a basis for the HR Committee setting the financial performance targets for each measure, and the maximum and threshold performance goals and payout levels to establish a clear performance standard. For maximum performance, 200% of the target number of stock units can be earned, and for threshold performance, 30% of the target number of stock units can be earned.
The following table presents the HR Committee’s decisions for the NEO target value for equity grants and corresponding shares granted in fiscal year 2024:
 
 
 
 
 
 
 
 
 
 
 
 
FY24 Long-Term Incentive Awards
 
 
 
 
 
 
Stock Options
 
 
Target PRSUs
 
 
RSUs
 
 
Total
 
 
Named Executive Officer
 
 
Shares
 
 
Grant Value
($)
 
 
Shares
 
 
Grant Value
($)
 
 
Shares
 
 
Grant Value
($)
 
 
Grant Value
($)
 
 
Joanne Crevoiserat
 
 
380,657
 
 
4,000,000
 
 
118,308
 
 
4,000,000
 
 
59,154
 
 
2,000,000
 
 
10,000,000
 
 
Scott Roe
 
 
142,746
 
 
1,500,000
 
 
44,366
 
 
1,500,000
 
 
22,183
 
 
750,000
 
 
3,750,000
 
 
Todd Kahn
 
 
114,197
 
 
1,200,000
 
 
35,492
 
 
1,200,000
 
 
17,746
 
 
600,000
 
 
3,000,000
 
 
Liz Fraser
 
 
49,485
 
 
520,000
 
 
15,380
 
 
520,000
 
 
7,690
 
 
260,000
 
 
1,300,000
 
 
David Howard
 
 
47,582
 
 
500,000
 
 
14,789
 
 
500,000
 
 
14,789
 
 
500,000
 
 
1,500,000
 
While the table above summarizes how the HR Committee viewed its annual target equity decisions for the NEOs, it is not a substitute for the Summary Compensation Table which represents the accounting value of each award at grant, calculated in accordance with FASB ASC Topic 718, which includes the incremental expense (versus what is shown above) associated with incorporation of a relative TSR metric.
There are currently two outstanding Annual PRSU awards for fiscal years 2023-2025 and fiscal years 2024-2026 awarded to approximately 50 corporate leaders, including our NEOs. There are no Annual PRSU performance periods completed as of the end of fiscal year 2024. At the close of fiscal year 2023, the HR Committee certified the results for the performance-based LTI awards for the FY22-23 Annual PRSUs as described in the Long-Term Incentive Section of the Fiscal Year 2023 Proxy Statement. This award was subject to an additional one-year vesting requirement and the shares were distributed in August 2024.
 
 
 
 
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COMPENSATION DISCUSSION AND ANALYSIS
Shares Earned: The following table displays the number of shares each NEO earned from the FY22-23 Annual PRSUs in August 2023 that were distributed in August 2024.
 
 
 
 
 
 
 
 
 
 
Name
 
 
Shares Granted
at Target(1)
 
 
Shares
Earned(2)
 
 
Joanne Crevoiserat
 
 
84,272
 
 
94,406
 
 
Scott Roe
 
 
28,969
 
 
32,453
 
 
Todd Kahn
 
 
21,068
 
 
23,602
 
 
Liz Fraser
 
 
12,641
 
 
14,161
 
 
David Howard
 
 
7,901
 
 
8,851
 
 
TOTAL:
 
 
 
 
173,473
 
(1) Includes dividend equivalent shares accumulated through June 29, 2024.
(2) This award is subject to an additional one-year vesting requirement and the shares were distributed in August 2024.
 
 
 
 
 
 
 
 
 
 
 
 
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COMPENSATION DISCUSSION AND ANALYSIS
Developments for Fiscal Year 2025
For fiscal year 2025, the HR Committee approved pay actions for select NEOs, and slight plan design modifications as summarized below. More detail on these changes to our compensation program will be provided in the fiscal year 2025 proxy statement.
 
 
 
 
 
 
 
Fiscal Year 2025 Compensation Highlights
 
 
Rationale
 
 
Did not award salary increases to NEOs.
 
 
Currently aligned with competitive salaries for similar positions in our executive compensation peer group.
 
 
Increased target AIP as a percent of salary for Mr. Kahn.
 
 
To align more closely with competitive total cash compensation for similar positions in our executive compensation peer group.
 
 
For the AIP, enhanced EI&D modifier design to create up to +10% upside modifier for above target results and up to -10% negative modifier for below target results. Maximum payout remains 200% of target.
 
 
Align pay with performance and encourage outperformance versus communicated objectives to continue to educate, equip and empower the business to leverage our EI&D program as a strategic differentiator in our workforce and marketplace.
 
 
For the AIP and PRSUs, further tightened our performance curves.
 
 
To incentivize a top line growth mindset, a focus on operational efficiencies, and to stay in line with executive compensation peer group trends.
 
 
 
 
 
 
 
Other Compensation and Benefit Elements
NEOs are eligible to participate in the same benefit programs as all of our full-time employees in the United States. These include:
•
health, life and disability insurance;
•
retirement savings plans;
•
the Company's Matching Gift Programs, under which the Company's foundation matches eligible employee donations to qualified charitable organizations;
•
a qualified employee stock purchase plan (the Amended and Restated Tapestry, Inc. 2001 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”)); and
•
relocation payments and reimbursements under the Company’s policies covering moving expenses for employees who must relocate as part of their employment at Tapestry.
The Company’s retirement plans consist of a qualified 401(k) plan (the “401(k) Savings Plan”) and a voluntary, non-qualified defined contribution plan (the “Executive Deferred Compensation Plan” or “EDCP”). Employees, including our NEOs, are eligible to participate in the 401(k) Savings Plan after completing one month of service; the Company matches 100% of employee contributions, up to 3% of compensation contributed and 50% of the next 2% of compensation contributed. These matching contributions are immediately vested.
Highly compensated employees whose annual target cash compensation exceeds the IRS 401(a)(17) compensation limit, are also eligible to participate in the EDCP. Under this plan, eligible employees, including our NEOs, may elect to defer a portion of their salary and/or annual incentive into the plan and invest the assets in substantially similar mutual funds as those offered under the qualified 401(k) Savings Plan. The Company matches 100% of employee contributions up to 3%, less the maximum company match available in the 401(k) Savings Plan. Deferral and distribution elections are made annually in accordance with IRS rules under Section 409A. Certain of our NEOs also maintain balances in the Supplemental Retirement Plan (the “SRP”), a non-qualified defined contribution plan frozen to new contributions as of December 31, 2015. Company contributions to the various retirement plans are included in the “All Other Compensation” column of the Summary Compensation Table and in the related footnote. Contributions, earnings and account balances for the EDCP and SRP are detailed in the Non-Qualified Deferred Compensation Table.
None of these benefits or perquisites are included in the base compensation on which annual incentives and retirement plan contributions are calculated.
 
 
 
 
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COMPENSATION DISCUSSION AND ANALYSIS
Compensation Decision Making Process
Roles and Responsibilities
The HR Committee has overall responsibility for executive compensation at Tapestry, including the approval and oversight of compensation and benefit program administration for Tapestry’s NEOs, as well as other key executives at Tapestry. The HR Committee reviews and approves Tapestry’s annual and LTI compensation programs, including performance goals, as well as significant changes in the design of employee benefits programs. In fiscal year 2024, the HR Committee retained and utilized the services of the independent firm, CAP, to provide advice and recommendations on the amount and form of executive compensation. CAP reported to and took direction from the HR Committee, and management provided information and input to CAP's consultants at the HR Committee’s direction. CAP did not provide additional services to Tapestry or its affiliates in fiscal year 2024. The HR Committee, after taking into consideration all factors relevant to such independence, including, but not limited to factors specified in NYSE listing standards and Rule 10C-1(b)(4) of the Exchange Act, confirmed that CAP was independent and determined that no conflicts of interest existed between CAP and Tapestry.
During fiscal year 2024, CAP attended HR Committee meetings and met with the members of the HR Committee without management present, and advised the HR Committee on various compensation matters such as executive compensation levels and practices among our peer group, amounts and structure of compensation for new hires, and investor policies on executive compensation. CAP also advised the HR Committee on considerations with respect to including EI&D measures as a portion of the Company’s AIP for Leadership starting in fiscal year 2022. CAP reviews and comments on materials prepared by management and also presents the HR Committee with its own analyses and recommendations. The HR Committee considered CAP's advice in its decision making on the compensation actions described in the sections Executive Summary and Fiscal Year 2024 Compensation. Typically, the CEO and other members of management work with the HR Committee Chair and CAP to set meeting agendas and prepare materials for HR Committee meetings.
Certain members of management typically attend HR Committee meetings to present information on the Company and the competitive environment for talent, discuss compensation and benefits policies and provide technical advice. The CEO is responsible for reviewing the performance of certain key executives, including the NEOs (other than herself), and recommending changes in their compensation to the HR Committee for approval. The HR Committee consults with CAP and determines and approves changes in the CEO's compensation based on its own review of the CEO's performance and other factors in its discretion. The HR Committee considers information on all elements of compensation over a period of years, as well as the impact of various termination scenarios in evaluating the appropriateness of executive compensation. Actual pay earned by our NEOs in prior years from AIP and LTI compensation is reviewed but is not specifically taken into account by the HR Committee in making the current year’s compensation decisions.
Decisions to change a NEO's (other than the CEO) base salary, AIP opportunity and/or LTI award are based on various factors, including the judgment of our CEO and the HR Committee. They consider the scope of their positions and any changes to those responsibilities, the skills and experience required for the job, their individual performance, business performance, labor market conditions and peer company compensation levels based on public disclosure and purchased industry compensation surveys. Salary increases, AIP opportunity and/or LTI award changes are considered annually and upon significant role changes, and are based on both financial and non-financial results achieved by the Company and the NEO during the preceding fiscal year. All changes are subject to HR Committee approval.
 
 
 
 
 
 
 
 
 
 
 
 
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COMPENSATION DISCUSSION AND ANALYSIS
Peer Group and Competitive Assessment of Compensation
Compensation at a defined group of companies is one reference point considered by the HR Committee and management in setting NEO compensation levels, although we do not attempt to link any single element of compensation to specific peer company percentiles or ratios. Pay practices at this group of companies are also reviewed by the HR Committee. The composition of the peer group is reviewed periodically and is determined by the HR Committee, considering input from its independent compensation consultant. The most recent review was completed in February 2023 and will be revisited in fiscal year 2025.
The peer group used during fiscal year 2024 is shown below. It includes 15 companies whose aggregate profile was comparable to Tapestry in terms of size, industry, operating characteristics and/or competition for executive talent. As a secondary reference point, the HR Committee considers publicly available data from the following foreign-listed and private companies with whom Tapestry competes for certain executive talent: Burberry Group plc, Hermes International, J. Crew Group, Inc., Kering S.A., and LVMH, as well as industry compensation surveys.
 
 
 
 
 
 
 
 
 
 
 
 
 
Company Name
 
 
Sub-Industry (as defined by GICS codes)
 
 
Revenue(1)
 
 
Market Valuation
as of 6/29/2024(2)
 
 
Compagnie Financière Richemont SA(3)
 
 
Apparel, Accessories and Luxury Goods
 
 
$22,242
 
 
$92,140
 
 
The Estée Lauder Companies Inc.
 
 
Personal Care Products
 
 
$15,608
 
 
$38,151
 
 
The Gap, Inc.
 
 
Apparel Retail
 
 
$14,889
 
 
$8,960
 
 
V.F. Corporation
 
 
Apparel, Accessories and Luxury Goods
 
 
$10,455
 
 
$5,252
 
 
Lululemon Athletica Inc.
 
 
Apparel, Accessories and Luxury Goods
 
 
$9,619
 
 
$37,338
 
 
PVH Corp.
 
 
Apparel, Accessories and Luxury Goods
 
 
$9,218
 
 
$5,914
 
 
Williams-Sonoma, Inc.
 
 
Homefurnishing Retail
 
 
$7,751
 
 
$18,159
 
 
Tapestry, Inc.
 
 
Apparel, Accessories and Luxury Goods
 
 
$6,671
 
 
$9,832
 
 
Ralph Lauren Corporation
 
 
Apparel, Accessories and Luxury Goods
 
 
$6,631
 
 
$10,968
 
 
Victoria's Secret & Co.
 
 
Apparel Retail
 
 
$6,182
 
 
$1,384
 
 
Levi Strauss & Co.
 
 
Apparel, Accessories and Luxury Goods
 
 
$6,179
 
 
$7,664
 
 
Under Armour, Inc.
 
 
Apparel, Accessories and Luxury Goods
 
 
$5,702
 
 
$2,882
 
 
Coty Inc.
 
 
Personal Care Products
 
 
$6,118
 
 
$8,650
 
 
American Eagle Outfitters, Inc.
 
 
Apparel Retail
 
 
$5,262
 
 
$3,921
 
 
Capri Holdings Limited
 
 
Apparel, Accessories and Luxury Goods
 
 
$5,170
 
 
$3,859
 
 
Urban Outfitters, Inc.
 
 
Apparel Retail
 
 
$5,153
 
 
$3,834
 
 
 
 
 
 
 
 
 
 
 
Tapestry, Inc. Percentile Rank
 
 
 
 
50th
 
 
67th
 
(1) As reported in the Form 10-K for the most recent fiscal year (in millions).
(2) As reported by S&P Capital IQ (in millions).
(3) Revenue was converted to U.S. dollars (US$) based on the exchange rate at the end of the fiscal year (3/31/2024). Market valuation was converted to US$ based on the exchange rate as of 6/29/2024.
 
 
 
 
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COMPENSATION DISCUSSION AND ANALYSIS
Additional Information
Clawback Policy: Adjustment or Recovery of Awards
In accordance with SEC rules and NYSE listing standards, in October 2023 the Board adopted a clawback policy that requires (subject to limited exceptions) that any incentive compensation (including both cash and equity compensation that is granted, earned or vested wholly or in part upon the attainment of a financial reporting measure) paid to any current or former covered officer, including our NEOs, is subject to recoupment if:
•
the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements (including both “big R” and “little r” restatements), without regard to any fault or misconduct; and
•
that noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the date the restatement was required.
In addition, Tapestry has a long-standing separate clawback policy that applies to any performance-based annual or LTIs awarded to a broader group of key executives. Under this policy, in the event of a material restatement of Tapestry's financial results, the HR Committee will review the circumstances that caused the restatement and consider accountability to determine whether a covered employee was negligent or engaged in misconduct. If so, and if the amount paid in an annual incentive award or the shares vesting in a performance-based LTI award would have been less had the financial statements been correct, the HR Committee will recover compensation from the covered employee as it deems appropriate.
Our LTI award agreements also include a repayment provision in the event an award holder is terminated for cause (as defined in those agreements) or violates various non-compete or non-solicitation provisions, or other restrictive covenants included in those agreements.
Stock Ownership, Insider Trading Policy and Anti-Hedging Trading Policies
We believe that our NEOs should have a meaningful ownership stake in Tapestry in order to further align the interests of management and stockholders. Under our Stock Ownership Policy, each NEO is required to hold Company stock with a value at least equal to the multiple of his or her base salary set forth below.
 
 
 
 
 
 
 
Title
 
 
Multiple of Salary
 
 
Chief Executive Officer
 
 
5
 
 
Tapestry Chief Financial Officer & Chief Operating Officer;
CEO and Brand President, Coach
 
 
3
 
 
CEO and Brand President, Kate Spade; General Counsel and Secretary
 
 
2
 
 
 
 
 
 
 
Until the required ownership level is met, NEOs are required to retain 50% of net shares vested and options exercised until they reach such level, which is expected to happen within five years of the date a NEO is appointed to his or her position.
Ownership includes the equivalent of after-tax shares owned and shares equivalent of vested, unexercised, in-the-money
stock options and unvested RSUs. PRSUs with incomplete performance periods do not count towards ownership. The HR Committee evaluates compliance with this policy annually, as of December 31.
As of the last measurement date (December 31, 2023):
•
Mses. Crevoiserat and Fraser, and Messrs. Kahn and Howard owned the required number of shares; and
•
Mr. Roe was making appropriate progress towards achieving his ownership requirement (Mr. Roe had less than five years with the Company at the time of measurement).
Under Tapestry's Insider Trading Policy, Tapestry employees and directors are prohibited from trading in Tapestry shares at any time that they are in possession of material non-public information and during certain prescribed blackout periods, typically beginning two weeks prior to the end of each fiscal quarter and ending two days after the public release of our quarterly earnings announcement. Tapestry employees and directors are prohibited from engaging in short sales, buying or selling derivative securities and other similar hedging activities related to Tapestry stock at all times.
Impact of Accounting and Tax Treatment
In designing our compensation and benefits programs, the HR Committee reviews and considers the accounting implications of its decisions, including the accounting treatment of amounts awarded or paid to our executives.
Section 162(m) of the Internal Revenue Code (the “IRC”) limits the income tax deduction by Tapestry for compensation paid to certain executive officers to $1 million per year. As a result of amendments to Section 162(m) as part of the Tax Cuts and Jobs
 
 
 
 
 
 
 
 
 
 
 
 
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COMPENSATION DISCUSSION AND ANALYSIS
Acts of 2017, Tapestry is generally no longer able to take a deduction for any compensation paid to its current or former NEOs in excess of $1 million, with the exception of compensation pursuant to a binding written agreement in place on November 2, 2017, which can be exempt from the deduction limit if applicable requirements are met.
Other provisions of the IRC can also affect compensation decisions. Section 409A of the IRC, which governs the form
and timing of payment of deferred compensation, imposes a 20% additional tax and an interest penalty on the recipient of deferred compensation that does not comply with Section 409A. The HR Committee takes into account the potential implications of Section 409A in determining the form and timing of compensation awarded to our executives and intends to structure any non-qualified deferred compensation plans or arrangements to be exempt from or to comply with the requirements of Section 409A.
 
 
 
 
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HUMAN RESOURCES COMMITTEE
REPORT
The Human Resources Committee of the Board of Directors of Tapestry, Inc. (the “Human Resources Committee”), which performs the functions of a compensation committee, reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on our reviews and discussion with management, the Human Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the proxy statement for the Annual Meeting and incorporated by reference into our Annual Report on Form 10-K.
 
 
 
 
 
 
 
 
 
 
Human Resources Committee
 
 
 
 
 
 
 
 
John P. Bilbrey, Chair
 
 
 
 
Darrell Cavens
 
 
 
 
Kevin Hourican*
 
 
 
 
Pamela Lifford
 
 
 
 
 
 
 
*Mr. Hourican joined the Human Resources Committee effective February 29, 2024.
 
 
 
 
 
 
 
 
 
 
 
 
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COMPENSATION RISK ASSESSMENT
Management periodically reviews and shares with the HR Committee our compensation policies and practices and evaluates the degree to which they may motivate any employee, including our NEOs, to take on inappropriate or excessive risk. We believe that our various compensation programs are aligned to our strategy and objectives, and that they encourage prudent risk-taking to drive performance. As a result of its review and evaluation of our fiscal year 2024 compensation programs, the HR Committee, together with its independent compensation consultant, CAP, determined that our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on Tapestry.
Factors evaluated by management and the HR Committee include the overall mix of pay between base salary, annual and long-term incentives, the performance metrics used in each program, the range of performance required to earn a payout under each program and incentive plan components such as maximum payouts, vesting, stock ownership requirements and clawbacks.
Some of the key factors supporting the HR Committee’s conclusion that our programs do not drive inappropriate or excessive risk include capped payouts on all of our incentive plans, use of multiple, counter-balancing financial performance criteria in our AIP and Long-Term Incentive Plan, executive and Independent Director stock ownership and anti-hedging policies, a market competitive weight on each component of pay, multiple year vesting for LTI, a variety of performance metrics for PRSUs and an incentive compensation clawback policy.
When the HR Committee and management are developing new or modified compensation programs and selecting performance measures for annual and long-term incentives, risk taking is considered and affects decisions accordingly.
 
 
 
 
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EXECUTIVE COMPENSATION
Summary Compensation Table
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Name & Principal Position
 
 
Fiscal
Year
 
 
Salary(1)
($)
 
 
Bonus(2)
($)
 
 
Stock
Awards(3)
($)
 
 
Option
Awards(4)
($)
 
 
Non-Equity
Incentive Plan
Compensation(5)
($)
 
 
All Other
Compensation(6)
($)
 
 
Total
($)
 
 
Joanne Crevoiserat
Chief Executive Officer
 
 
2024
 
 
1,390,385
 
 
—
 
 
6,323,364
 
 
3,999,753
 
 
3,654,000
 
 
62,711
 
 
15,430,213
 
 
2023
 
 
1,350,000
 
 
—
 
 
6,694,692
 
 
4,002,498
 
 
2,381,400
 
 
60,913
 
 
14,489,503
 
 
2022
 
 
1,340,385
 
 
—
 
 
4,799,985
 
 
3,199,996
 
 
4,337,550
 
 
61,510
 
 
13,739,426
 
 
Scott Roe(7)
Chief Financial Officer and Chief Operating Officer
 
 
2024
 
 
965,385
 
 
—
 
 
2,371,288
 
 
1,499,903
 
 
1,590,469
 
 
78,033
 
 
6,505,078
 
 
2023
 
 
925,000
 
 
—
 
 
2,175,777
 
 
1,300,807
 
 
1,019,813
 
 
98,542
 
 
5,519,939
 
 
2022
 
 
925,000
 
 
250,000
 
 
1,100,018
 
 
0
 
 
2,122,875
 
 
47,066
 
 
4,444,959
 
 
Todd Kahn
Chief Executive Officer and Brand President, Coach
 
 
2024
 
 
990,385
 
 
—
 
 
1,896,988
 
 
1,199,925
 
 
1,875,000
 
 
62,467
 
 
6,024,765
 
 
2023
 
 
950,000
 
 
—
 
 
1,673,684
 
 
1,000,624
 
 
1,240,938
 
 
75,913
 
 
4,941,159
 
 
2022
 
 
950,000
 
 
—
 
 
1,199,996
 
 
799,998
 
 
2,106,625
 
 
68,110
 
 
5,124,729
 
 
Liz Fraser
Chief Executive Officer and Brand President, Kate Spade
 
 
2024
 
 
850,000
 
 
—
 
 
822,036
 
 
519,963
 
 
797,300
 
 
26,900
 
 
3,016,199
 
 
2023
 
 
850,000
 
 
—
 
 
870,325
 
 
520,320
 
 
449,650
 
 
68,913
 
 
2,759,208
 
 
2022
 
 
840,385
 
 
—
 
 
719,989
 
 
480,005
 
 
1,619,250
 
 
66,560
 
 
3,726,189
 
 
David Howard(8)
General Counsel and Secretary
 
 
2024
 
 
595,192
 
 
—
 
 
1,040,456
 
 
499,967
 
 
548,100
 
 
34,188
 
 
2,717,903
 
 
2023
 
 
575,000
 
 
—
 
 
869,454
 
 
400,246
 
 
355,005
 
 
49,791
 
 
2,249,496
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Salary amounts reflect the actual base salary payments made in fiscal years 2024, 2023 and 2022.
(2) The fiscal year 2022 amount reflect cash sign-on bonus pursuant to the terms of Mr. Roe’s offer letter and is described in the applicable section of our fiscal year 2022 proxy statement.
(3) Reflects the aggregate grant date fair value of all stock awards granted in the years shown. The aggregate grant date fair value is the amount that the Company expects to expense for accounting purposes over the award’s vesting schedule as of the grant date and does not correspond to the actual value that the NEOs will realize from the award.
To determine the aggregate grant date value of the fiscal year 2024 PRSU under FASB ASC Topic 17, given the relative TSR performance metric, the market value on the grant date is adjusted to reflect the probable outcome of the relative TSR component based on monte carlo simulation, determined as of the grant date, which results in a fair value per PRSU under FASB ASC Topic 718 that is 108% of the market value of the underlying shares on the grant date.
The grant date fair values for awards granted during fiscal year 2024 were as follows:
•
For Ms. Crevoiserat, annual RSUs and PRSUs (assuming target performance for the PRSUs). The Annual PRSUs have a grant date fair value of $4,323,368; at the maximum achievement level, the total fair value would be $8,646,736.
•
For Mr. Roe, annual RSUs and PRSUs (assuming target performance for the PRSUs). The Annual PRSUs have a grant date fair value of $1,621,282; at the maximum achievement level, the total fair value would be $3,242,564.
•
For Mr. Kahn, annual RSUs and PRSUs (assuming target performance for the PRSUs). The Annual PRSUs have a grant date fair value of $1,296,996; at the maximum achievement level, the total fair value would be $2,593,992
•
For Ms. Fraser, annual RSUs and PRSUs (assuming target performance for the PRSUs). The Annual PRSUs have a grant date fair value of $562,036; at the maximum achievement level, the total fair value would be $1,124,072.
•
For Mr. Howard, annual RSUs and PRSUs (assuming target performance for the PRSUs). The Annual PRSUs have a grant date fair value of $540,439; at the maximum achievement level, the total fair value would be $1,080,878.
The amounts for fiscal years 2023 and 2022 are described in the applicable sections of our fiscal year 2023 and 2022 proxy statements.
 
 
 
 
 
 
 
 
 
 
 
 
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EXECUTIVE COMPENSATION
(4) Reflects the aggregate grant date fair value of all stock options granted in fiscal year 2024. The weighted-average assumptions used in calculating the grant date fair value of option awards are shown in the table below. The applicable weighted average assumptions for fiscal years 2023 and 2022 are described in Note 7, “Share-Based Compensation” of Tapestry’s Annual Report on Form 10-K for fiscal year ended June 29, 2024.
 
 
 
 
 
 
 
 
 
Stock Option
 
 
Expected Term (years)
 
 
5.0
 
 
Expected Volatility
 
 
44.8%
 
 
Risk-free Interest Rate
 
 
4.5%
 
 
Dividend Yield
 
 
4.2%
 
(5) Amounts in this column reflect compensation earned under the AIP for the years shown. The amounts for fiscal year 2024 are described in detail in the section titled Compensation Discussion and Analysis—Fiscal Year 2024 Compensation—Annual Incentive Plan. The AIP and the amounts for fiscal years 2023 and 2022 are described in the applicable sections of our 2023 and 2022 proxy statements.
(6) “All Other Compensation” includes the following amounts for the years shown:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Name & Principal Position
 
 
Fiscal Year
 
 
Company
Contributions
to Qualified
Defined
Contribution
Plans
($)
 
 
Company
Contributions
to Non-Qualified
Defined
Contribution
Plans
($)
 
 
Life Insurance
Premiums
($)
 
 
Other(a)
($)
 
 
Joanne Crevoiserat
Chief Executive Officer
 
 
2024
 
 
14,800
 
 
46,800
 
 
396
 
 
715
 
 
2023
 
 
12,200
 
 
47,800
 
 
396
 
 
517
 
 
2022
 
 
12,200
 
 
48,400
 
 
396
 
 
514
 
 
Scott Roe
Chief Financial Officer and Chief Operating Officer
 
 
2024
 
 
14,800
 
 
43,842
 
 
396
 
 
18,995
 
 
2023
 
 
12,200
 
 
46,561
 
 
396
 
 
39,385
 
 
2022
 
 
12,200
 
 
13,875
 
 
396
 
 
20,595
 
 
Todd Kahn
Chief Executive Officer and Brand President, Coach
 
 
2024
 
 
14,556
 
 
46,800
 
 
396
 
 
715
 
 
2023
 
 
12,200
 
 
47,800
 
 
396
 
 
15,517
 
 
2022
 
 
12,200
 
 
48,400
 
 
396
 
 
7,114
 
 
Liz Fraser
Chief Executive Officer and Brand President, Kate Spade
 
 
2024
 
 
13,789
 
 
—
 
 
396
 
 
12,715
 
 
2023
 
 
12,200
 
 
47,800
 
 
396
 
 
8,517
 
 
2022
 
 
12,200
 
 
13,875
 
 
396
 
 
20,595
 
 
David Howard
General Counsel and Secretary
 
 
2024
 
 
13,400
 
 
14,087
 
 
396
 
 
6,305
 
 
2023
 
 
13,000
 
 
26,037
 
 
396
 
 
10,358
 
(a) Fiscal year 2024 amounts shown include:
•
Long-term disability insurance premium of $715 for Mses. Crevoiserat and Fraser and Messrs. Roe, Kahn and Howard.
•
Company matching charitable contributions under the Company’s Matching Gift program of $10,000 for Mr. Roe, $12,000 for Ms. Fraser and $5,590 for Mr. Howard.
•
Relocation expenses, pursuant to the Company's Relocation Policy for Vice Presidents and Above for Mr. Roe: $8,280 of associated income taxes paid by the Company.
•
The amounts for fiscal years 2023 and 2022 are described in the applicable sections of our 2023 and 2022 proxy statements.
(7) In accordance with his offer letter, the stock option and RSU portions of Mr. Roe's initial equity awards were granted during fiscal year 2021 upon hire in June 2021. Details of the award is reported in the 2021 Proxy Statement. The PRSU portion of Mr. Roe’s annual award was granted on the annual grant date in fiscal year 2022.
(8) Mr. Howard was not a Named Executive Officer in fiscal year 2022.
 
 
 
 
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TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Grants of Plan-based Awards
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards(1)
 
 
Estimated Possible Payouts
Under Equity
Incentive Plan Awards(2)
 
 
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
 
 
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
 
 
Exercise
or Base
Price of
Option
Awards(3)
($/Share)
 
 
Closing
Market
Price on
Grant
Date
($/share)
 
 
Grant
Date Fair
Value of
Stock and
Option
Awards(4)
($)
 
 
Name & Principal Position
 
 
Award Type
 
 
Grant Date
 
 
Threshold
($)
 
 
Target
($)
 
 
Maximum
($)
 
 
Threshold
(#)
 
 
Target
(#)
 
 
Maximum
(#)
 
 
Joanne Crevoiserat
Chief Executive Officer
 
 
Annual incentive
 
 
 
 
840,000
 
 
2,800,000
 
 
5,600,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual stock option grant
 
 
8/21/2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
380,657
 
 
33.81
 
 
33.81
 
 
3,999,753
 
 
Annual RSU grant
 
 
8/21/2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
59,154
 
 
 
 
 
 
33.81
 
 
1,999,996
 
 
Annual Performance RSU grant
 
 
8/21/2023
 
 
 
 
 
 
 
 
35,492
 
 
118,308
 
 
236,616
 
 
 
 
 
 
 
 
33.81
 
 
4,323,368
 
 
Scott Roe
Chief Financial Officer and Chief Operating Officer
 
 
Annual incentive
 
 
 
 
365,625
 
 
1,218,750
 
 
2,437,500
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual stock option grant
 
 
8/21/2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
142,746
 
 
33.81
 
 
33.81
 
 
1,499,903
 
 
Annual RSU grant
 
 
8/21/2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22,183
 
 
 
 
 
 
33.81
 
 
750,006
 
 
Annual Performance RSU grant
 
 
8/21/2023
 
 
 
 
 
 
 
 
13,310
 
 
44,366
 
 
88,732
 
 
 
 
 
 
 
 
33.81
 
 
1,621,282
 
 
Todd Kahn
Chief Executive Officer and Brand President, Coach
 
 
Annual incentive
 
 
 
 
375,000
 
 
1,250,000
 
 
2,500,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual stock option grant
 
 
8/21/2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
114,197
 
 
33.81
 
 
33.81
 
 
1,199,925
 
 
Annual RSU grant
 
 
8/21/2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
17,746
 
 
 
 
 
 
33.81
 
 
599,992
 
 
Annual Performance RSU grant
 
 
8/21/2023
 
 
 
 
 
 
 
 
10,648
 
 
35,492
 
 
70,984
 
 
 
 
 
 
 
 
33.81
 
 
1,296,996
 
 
Liz Fraser
Chief Executive Officer and Brand President, Kate Spade
 
 
Annual incentive
 
 
 
 
255,000
 
 
850,000
 
 
1,700,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual stock option grant
 
 
8/21/2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
49,485
 
 
33.81
 
 
33.81
 
 
519,963
 
 
Annual RSU grant
 
 
8/21/2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7,690
 
 
 
 
 
 
33.81
 
 
260,000
 
 
Annual Performance RSU grant
 
 
8/21/2023
 
 
 
 
 
 
 
 
4,614
 
 
15,380
 
 
30,760
 
 
 
 
 
 
 
 
33.81
 
 
562,036
 
 
David Howard
General Counsel and Secretary
 
 
Annual incentive
 
 
 
 
126,000
 
 
420,000
 
 
840,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual stock option grant
 
 
8/21/2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
47,582
 
 
33.81
 
 
33.81
 
 
499,967
 
 
Annual RSU grant
 
 
8/21/2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14,789
 
 
 
 
 
 
33.81
 
 
500,017
 
 
Annual Performance RSU grant
 
 
8/21/2023
 
 
 
 
 
 
 
 
4,437
 
 
14,789
 
 
29,578
 
 
 
 
 
 
 
 
33.81
 
 
540,439
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) These columns represent the range of possible cash payouts for fiscal year 2024 associated with established levels of performance under the AIP. If performance falls below the pre-established thresholds, the payout is $0. Amounts actually earned are displayed in the Summary Compensation Table. For details please see the section titled Compensation Discussion and Analysis—Fiscal Year 2024 Compensation—Annual Incentive Plan.
(2) These columns represent the range of possible share payouts associated with pre-established levels of performance for PRSUs granted in fiscal year 2024. If performance falls below the pre-established thresholds, no shares will be earned or distributed. These awards are described in the section titled Compensation Discussion and Analysis—Fiscal Year 2024 Compensation—Long Term Incentive Plan.
(3) The exercise price for stock option grants is the closing stock price on the date of grant.
(4) The amounts reported represent the grant date fair value of all stock and option awards granted to NEOs in fiscal year 2024. For RSU grants, the grant date fair value is calculated using the closing price of Tapestry common stock on the grant date, for stock options, the grant date fair value is calculated using the Black-Scholes value as of the grant date, and for the PRSU grants, under FASB ASC Topic 17 and given the relative TSR performance metric, the market value on the grant date is adjusted to reflect the probable outcome of the relative TSR component based on monte carlo simulation, determined as of the grant date, which results in a fair value per PRSU under FASB ASC Topic 718 that is 108% of the market value of the underlying shares on the grant date. The weighted average assumptions used in calculating the grant date fair value of these stock option awards are described in a footnote 4 to the Summary Compensation Table. Annual stock options and annual RSUs vest 25% per year over four years; Annual PRSUs vest 100% after completion of the three-year performance period.
 
 
 
 
 
 
 
 
 
 
 
 
2024 PROXY STATEMENT | 63
 
 
 
 
 
 
 

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Outstanding Equity Awards at Fiscal Year-end 2024
 
 
 
 
 
 
 
 
 
 
Name & Principal Position
 
 
Option Awards
 
 
Stock Awards
 
 
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
 
 
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
 
 
Option Grant
Date
 
 
Option
Exercise
Price
($/share)
 
 
Option
Expiration
Date
 
 
Number of
Shares
or Units
of Stock
that
Have Not
Vested
(#)
 
 
Restricted
Stock Unit
Grant Date
 
 
Market Value
of Shares
or Units
of Stock
that Have Not
Vested(a)
($)
 
 
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units, or
Other Rights
that Have
Not Vested(b)
(#)
 
 
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units,
or Other
Rights that
Have Not
Vested(a)
($)
 
 
Joanne Crevoiserat
Chief Executive Officer
 
 
224,081 (1)
 
 
—
 
 
8/19/2019
 
 
20.97
 
 
8/19/2029
 
 
 
 
 
 
 
 
 
 
 
 
90,875(1)
 
 
30,291(1)
 
 
8/17/2020
 
 
15.83
 
 
8/17/2030
 
 
 
 
 
 
 
 
 
 
 
 
106,152(1)
 
 
35,383(1)
 
 
11/2/2020
 
 
23.63
 
 
11/2/2030
 
 
 
 
 
 
 
 
 
 
 
 
114,572(1)
 
 
114,572(1)
 
 
8/23/2021
 
 
42.31
 
 
8/23/2031
 
 
 
 
 
 
 
 
 
 
 
 
83,368(1)
 
 
250,104(1)
 
 
8/22/2022
 
 
35.41
 
 
8/22/2032
 
 
 
 
 
 
 
 
 
 
 
 
—
 
 
380,657(1)
 
 
8/21/2023
 
 
33.81
 
 
8/21/2033
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6,954(d)
 
 
8/17/2020
 
 
297,568
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20,813(d)
 
 
8/23/2021
 
 
890,587
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
45,416(d)
 
 
8/22/2022
 
 
1,943,344
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
61,399(d)
 
 
8/21/2023
 
 
2,627,256
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8/23/2021
 
 
 
 
94,406(e)
 
 
4,039,653
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8/22/2022
 
 
 
 
121,109(f)
 
 
5,182,240
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8/21/2023
 
 
 
 
122,798(f)
 
 
5,254,511
 
 
Scott Roe
Chief Financial Officer and Chief Operating Officer
 
 
43,156(1)
 
 
14,385(1)
 
 
6/1/2021
 
 
44.97
 
 
6/1/2031
 
 
 
 
 
 
 
 
 
 
 
 
27,095(1)
 
 
81,283(1)
 
 
8/22/2022
 
 
35.41
 
 
8/22/2032
 
 
 
 
 
 
 
 
 
 
 
 
—
 
 
142,746(1)
 
 
8/21/2023
 
 
33.81
 
 
8/21/2033
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,366(c)
 
 
6/1/2021
 
 
144,027
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14,760(d)
 
 
8/22/2022
 
 
631,578
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23,025(d)
 
 
8/21/2023
 
 
985,232
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8/23/2021
 
 
 
 
32,453(e)
 
 
1,388,657
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8/22/2022
 
 
 
 
39,361(f)
 
 
1,684,244
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8/21/2023
 
 
 
 
46,050(f)
 
 
1,970,464
 
 
Todd Kahn
Chief Executive Officer and Brand President, Coach
 
 
47,970(2)
 
 
—
 
 
8/13/2015
 
 
31.46
 
 
8/13/2025
 
 
 
 
 
 
 
 
 
 
 
 
83,605(2)
 
 
—
 
 
8/11/2016
 
 
39.87
 
 
8/11/2026
 
 
 
 
 
 
 
 
 
 
 
 
78,467(1)
 
 
—
 
 
8/17/2017
 
 
41.00
 
 
8/17/2027
 
 
 
 
 
 
 
 
 
 
 
 
55,423(1)
 
 
—
 
 
8/16/2018
 
 
51.38
 
 
8/16/2028
 
 
 
 
 
 
 
 
 
 
 
 
179,265(1)
 
 
—
 
 
8/19/2019
 
 
20.97
 
 
8/19/2029
 
 
 
 
 
 
 
 
 
 
 
 
60,583(1)
 
 
30,291(1)
 
 
8/17/2020
 
 
15.83
 
 
8/17/2030
 
 
 
 
 
 
 
 
 
 
 
 
28,644(1)
 
 
28,642(1)
 
 
8/23/2021
 
 
42.31
 
 
8/23/2031
 
 
 
 
 
 
 
 
 
 
 
 
20,842(1)
 
 
62,526(1)
 
 
8/22/2022
 
 
35.41
 
 
8/22/2032
 
 
 
 
 
 
 
 
 
 
 
 
—
 
 
114,197(1)
 
 
8/21/2023
 
 
33.81
 
 
8/21/2033
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6,954(d)
 
 
8/17/2020
 
 
297,568
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,202(d)
 
 
8/23/2021
 
 
222,602
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11,354(d)
 
 
8/22/2022
 
 
485,836
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18,419(d)
 
 
8/21/2023
 
 
788,168
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8/23/2021
 
 
 
 
23,602(e)
 
 
1,009,913
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8/22/2022
 
 
 
 
30,278(f)
 
 
1,295,583
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8/21/2023
 
 
 
 
36,839(f)
 
 
1,576,336
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
64 | 2024 PROXY STATEMENT
 
 

 
 
 
 

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
 
 
 
 
 
 
 
 
 
 
Name & Principal Position
 
 
Option Awards
 
 
Stock Awards
 
 
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
 
 
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
 
 
Option Grant
Date
 
 
Option
Exercise
Price
($/share)
 
 
Option
Expiration
Date
 
 
Number of
Shares
or Units
of Stock
that
Have Not
Vested
(#)
 
 
Restricted
Stock Unit
Grant Date
 
 
Market Value
of Shares
or Units
of Stock
that Have Not
Vested(a)
($)
 
 
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units, or
Other Rights
that Have
Not Vested(b)
(#)
 
 
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units,
or Other
Rights that
Have Not
Vested(a)
($)
 
 
Liz Fraser
Chief Executive Officer and Brand President, Kate Spade
 
 
65,350(1)
 
 
—
 
 
3/2/2020
 
 
23.69
 
 
3/2/2030
 
 
 
 
 
 
 
 
 
 
 
 
17,186(1)
 
 
17,186(1)
 
 
8/23/2021
 
 
42.31
 
 
8/23/2031
 
 
 
 
 
 
 
 
 
 
 
 
10,838(1)
 
 
32,513(1)
 
 
8/22/2022
 
 
35.41
 
 
8/22/2032
 
 
 
 
 
 
 
 
 
 
 
 
—
 
 
49,485(1)
 
 
8/21/2023
 
 
33.81
 
 
8/21/2033
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,122(d)
 
 
8/23/2021
 
 
133,606
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,905(d)
 
 
8/22/2022
 
 
252,659
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7,982(d)
 
 
8/21/2023
 
 
341,542
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8/23/2021
 
 
 
 
14,161(e)
 
 
605,959
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8/22/2022
 
 
 
 
15,744(f)
 
 
673,688
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8/21/2023
 
 
 
 
15,964(f)
 
 
683,085
 
 
David Howard
General Counsel and Secretary
 
 
10,742(1)
 
 
10,740(1)
 
 
8/23/2021
 
 
42.31
 
 
8/23/2031
 
 
 
 
 
 
 
 
 
 
 
 
8,337(1)
 
 
25,010(1)
 
 
8/22/2022
 
 
35.41
 
 
8/22/2032
 
 
 
 
 
 
 
 
 
 
 
 
—
 
 
47,582(1)
 
 
8/21/2023
 
 
33.81
 
 
8/21/2033
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8,692(d)
 
 
8/17/2020
 
 
371,926
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,903(d)
 
 
8/23/2021
 
 
166,997
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9,084(d)
 
 
8/22/2022
 
 
388,704
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15,350(d)
 
 
8/21/2023
 
 
656,836
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8/23/2021
 
 
 
 
8,851(e)
 
 
378,744
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8/22/2022
 
 
 
 
12,111(f)
 
 
518,215
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8/21/2023
 
 
 
 
15,350(f)
 
 
656,836
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Annual Stock Option Grant: vests 25% each year beginning one year from date of grant.
(2) Annual Stock Option Grant: vested 33.3% each year beginning one year from date of grant.
(a) The market value of stock awards is the number of shares shown in the table multiplied by $42.79, the closing price per share of our common stock on June 28, 2024.
(b) This column displays the number of shares that may be earned subject to expected performance conditions at the end of the relevant performance period. Please see Compensation Discussion and Analysis—Fiscal Year 2024 Compensation—Long Term Incentive Plan for details.
(c) Represents annual RSU grant awarded upon hire for Mr. Roe and vests 25% each year beginning one year from date of grant.
(d) Annual RSU grant: vests 25% each year beginning one year from date of grant.
(e) Annual PRSU grant: subject to a two year performance period, may vest 100% three years from date of grant. As of June 29, 2024, performance period was complete and 113.4% of target shares vested on August 23, 2024. Shares and market values shown are tied to actual performance.
(f) Annual PRSU grant: subject to a three year performance period, may vest 100% three years from date of grant. As of June 29, 2024, performance period was incomplete. Shares and market values shown assume target performance.
 
 
 
 
 
 
 
 
 
 
 
 
2024 PROXY STATEMENT | 65
 
 
 
 
 
 
 

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
2024 Option Exercises and Stock Vested
 
 
 
 
 
 
 
 
 
 
Name & Principal Position
 
 
Option Awards
 
 
Stock Awards
 
 
Number of
Shares Acquired
on Exercise
(#)
 
 
Value Realized
on Exercise
($)
 
 
Number of
Shares Acquired
on Vesting(1)
(#)
 
 
Value Realized
on Vesting(2)
($)
 
 
Joanne Crevoiserat
Chief Executive Officer
 
 
—
 
 
—
 
 
106,242
 
 
3,762,917
 
 
Scott Roe
Chief Financial Officer and Chief Operating Officer
 
 
—
 
 
—
 
 
8,077
 
 
302,305
 
 
Todd Kahn
Chief Executive Officer and Brand President, Coach
 
 
—
 
 
—
 
 
70,702
 
 
2,438,038
 
 
Liz Fraser
Chief Executive Officer and Brand President, Kate Spade
 
 
—
 
 
—
 
 
24,392
 
 
878,908
 
 
David Howard
General Counsel and Secretary
 
 
—
 
 
—
 
 
32,756
 
 
1,126,912
 
(1) 52,458 shares were withheld to cover the taxes related to the vesting of Ms. Crevoiserat's RSUs; 3,635 shares were withheld to cover the taxes related to Mr. Roe’s RSUs; 36,096 shares were withheld to cover the taxes related to the vesting of Mr. Kahn's RSUs; 9,867 shares were withheld to cover the taxes related to the vesting of Ms. Fraser RSUs; 16,090 shares were withheld to cover the taxes related to the vesting of Mr. Howard RSUs.
(2) Represents the product of the number of shares vested and the market value of Tapestry, Inc.’s common stock on the vesting date.
 
 
 
 
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2024 Non-Qualified Deferred Compensation 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Name & Principal Position
 
 
Non-Qualified
Plan
 
 
Executive
Contributions
in Last FY(1)
($)
 
 
Registrant
Contributions
in Last FY(2)
($)
 
 
Aggregate
Earnings in
Last FY(3)
($)
 
 
Aggregate
Withdrawals/
Distributions
($)
 
 
Aggregate
Balance at
Last FYE(4)
($)
 
 
Joanne Crevoiserat
 
 
EDCP
 
 
504,439
 
 
46,800
 
 
242,096
 
 
—
 
 
2,351,821
 
 
Chief Executive Officer
 
 
SRP
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
Scott Roe
 
 
EDCP
 
 
188,008
 
 
43,842
 
 
188,150
 
 
—
 
 
1,919,822
 
 
Chief Financial Officer and Chief Operating Officer
 
 
SRP
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
Todd Kahn
 
 
EDCP
 
 
85,962
 
 
46,800
 
 
149,863
 
 
—
 
 
1,191,026
 
 
Chief Executive Officer and Brand President, Coach
 
 
SRP
 
 
—
 
 
—
 
 
6,154
 
 
—
 
 
121,368
 
 
Liz Fraser
 
 
EDCP
 
 
42,500
 
 
—
 
 
31,989
 
 
—
 
 
337,922
 
 
Chief Executive Officer and Brand President, Kate Spade
 
 
SRP
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
David Howard
 
 
EDCP
 
 
34,299
 
 
14,087
 
 
25,553
 
 
—
 
 
233,724
 
 
General Counsel and Secretary
 
 
SRP
 
 
—
 
 
—
 
 
2,239
 
 
—
 
 
17,431
 
(1) Amounts shown represent elective salary and AIP deferrals made by NEOs into the Tapestry, Inc. Executive Deferred Compensation Plan (“EDCP”) in fiscal year 2024.
(2) In fiscal year 2024, Tapestry made matching contributions to the accounts of employees who participated in the EDCP (including our NEOs) during the 2023 plan year. The matching formula is 100% of up to 3% of up to $2 million in salary and AIP deferred in the previous plan year, less the maximum match available in the qualified 401(k) Savings Plan, as described in the Other Compensation and Benefits Elements section. All contributions shown are also reported as compensation for fiscal year 2024 in the Summary Compensation Table.
(3) Amounts shown represent total investment earnings (losses) under the EDCP and the Supplemental Retirement Plan (“SRP”). Both plans are funded non-tax qualified plans in which participants select investment options based on substantially similar mutual funds available to participants in the 401(k) Savings Plan. The value of each mutual fund varies daily based on stock market conditions. The SRP is frozen and there have been no contributions to the plan since December 31, 2015.
(4) Includes Executive Contributions, Registrant Contributions and Aggregate Earnings earned in the last fiscal year for each plan as applicable. Vested account balances are distributed six months after a participant’s termination. Under the EDCP, the deferred amounts and company match reported as compensation in the Summary Compensation Table were:
•
For Ms. Crevoiserat, $616,194 for fiscal year 2022 ($48,400 of which represented company match), $420,940 for fiscal year 2023 ($47,800 of which represented company match) and $551,239 for fiscal year 2024 ($46,800 of which represented company match).
•
For Mr. Roe, $1,089,188 for fiscal year 2022 ($13,875 of which represented company match), $329,264 for fiscal year 2023 ($46,561 of which represented company match) and $231,850 for fiscal year 2024 ($43,842 of which represented company match).
•
For Mr. Kahn, $224,364 for fiscal year 2022 ($48,400 of which represented company match) and $150,756 for fiscal year 2023 ($47,800 of which represented company match) and $132,762 for fiscal year 2024 ($46,800 of which represented company match).
•
For Ms. Fraser, $132,438 for fiscal year 2022 ($48,400 of which represented company match) and $90,300 for fiscal year 2023 ($47,800 of which represented company match) and $42,500 for fiscal year 2024 (there was no company match).
•
For Mr. Howard, $53,937 for fiscal year 2023 ($26,037 of which represented company match) and $48,386 for fiscal year 2024 ($14,087 of which represented company match).
 
 
 
 
 
 
 
 
 
 
 
 
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Employment Agreements and Compensatory Arrangements 
Messrs. Howard, Kahn and Roe and Mses. Crevoiserat and Fraser
Messrs. Howard, Kahn and Roe and Mses. Crevoiserat and Fraser are not subject to fixed term employment contracts. However, each agreed to employment offer letters with the Company upon the commencement of their employment and various supplemental letter agreements entered into, as applicable.
Each of Messrs. Howard, Kahn and Roe and Mses. Crevoiserat and Fraser are required to provide the Company with six-months’ advance written notice of his or her intent to terminate employment with Tapestry. Under the terms of each letter agreement, failure of the executive to comply with this notice provision results in the Company being entitled to an immediate injunction prohibiting him or her from commencing employment elsewhere for the length of the required notice and being entitled to claw back any cash incentive paid within 180 days of his or her last day of employment, the forfeiture of any unpaid cash incentive or unvested RSU or stock option or vested stock option as of his or her last day of employment and the ability to claw back any Financial Gain (as defined in each equity award grant agreement) realized from the vesting of any equity award within the 12 months preceding his or her last day of employment with Tapestry.
Ms. Crevoiserat and Mr. Roe's letter agreements each provide that upon their voluntary resignation from the Company after attaining age 62 with not less than five (5) completed years of service with the Company, they will receive retirement treatment under their equity award agreements. All other executives are subject to the standard retirement requirements discussed below under Treatment of Long-Term Incentives Upon Termination or Change in Control. Mr. Kahn is currently eligible for retirement treatment. See Treatment of Long-Term Incentives Upon Termination or Change in Control for a summary of such treatment.
Each of Ms. Fraser and Messrs. Roe and Kahn’s letter agreements provide for 12-months of base salary and health benefits continuation under the Severance Pay Plan for Vice Presidents and Above (the “Severance Pay Plan”) in the event he or she is terminated without “Cause” or, for Ms. Fraser and Mr. Roe, if they resign for “Good Reason.” Mr. Howard’s agreement provides for severance for the greater of 10 months or the amount he is eligible to receive under the Severance Pay Plan. Ms. Crevoiserat’s agreement provides for 24-months of base salary and benefits continuation, as well as pro-rated AIP payment based on actual performance in the event she is terminated without “Cause” or resigns for “Good Reason.”
Under each of the executive’s letter agreements, “Cause” is defined as (i) violation of Tapestry's employee guide or written policies and procedures, (ii) violation of any of the Company's policies regarding sexual harassment and misconduct, (iii) indictment, conviction of, or plea of guilty or no contest to a felony or crime of moral turpitude, (iv) willful or grossly negligent breach of duties, (v) any act of fraud, embezzlement or other similar dishonest conduct, (vi) any act or omission that Tapestry determines could have a material adverse effect on Tapestry, (vii) failure to follow the lawful directives of his or her supervisor, (viii) breach of his or her letter agreement or other written agreement between with Tapestry or any of its affiliates; or (ix) for breach of certain representations.
Under Mses. Crevoiserat and Fraser's letter agreements, “Good Reason” is defined as (i) material diminution of respective position and title, or comparable role; or (ii) relocation of Tapestry's executive offices more than 50 miles outside of New York City; or, for Ms. Crevoiserat, (iii) a reduction in her base salary of more than 20%, other than a reduction that is also applied to members of the Company's Executive Committee or equivalent body or (iv) the Company's material breach of the terms of her letter agreement, subject to certain notice and cure periods described in each letter agreement. Under Mr. Roe’s letter agreement, “Good Reason” is defined as Mr. Roe ceasing to be the Company’s Chief Financial Officer (principal financial officer) without his consent, subject to certain notice and cure periods described in the letter agreement.
The Company has also adopted the Tapestry, Inc. Special Severance Plan (the “Special Severance Plan”), which is intended to provide benefits to designated employees of the Company who are members of a select group of management or highly compensated employees (as determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA) in the event their employment is terminated by the Company without cause or by the participant for good reason, each as set forth in the plan upon or within 24 months following a Change in Control (a “Qualifying Termination”). In the event of a Qualifying Termination, the Company shall provide the participants under the Special Severance Plan with severance payment amounts equal to the sum of such participant’s Base Salary plus Bonus (each as defined in the Special Severance Plan) multiplied by a certain severance multiple applicable to each participant depending on position, pro-rated bonus based on actual performance, in addition to COBRA and accelerated vesting of unvested awards granted on or after the adoption of the
 
 
 
 
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EXECUTIVE COMPENSATION
plan. Under the Special Severance Plan, Ms. Crevoiserat is entitled to a multiple of 2.5 times; all other NEOs are entitled to severance multiples of 1.5 times.
Please refer to Treatment of Long-Term Incentives Upon Termination or Change in Control below for a discussion of the impact of a termination on annual stock options, PRSUs and RSUs.
Ms. Fraser Severance Arrangements
Ms. Fraser’s employment with the Company ceased involuntarily on September 2, 2024, at which time the Company and Ms. Fraser entered into a separation agreement and mutual release that sets forth the payments and benefits, summarized below, that Ms. Fraser is receiving in connection with her termination.
 
 
 
 
 
 
 
Compensation and Benefits owed to Ms. Fraser due to Involuntary Termination Event
 
 
 
 
Salary Continuation(1)
 
 
$850,000
 
 
Non Qualified Retirement Plan Distribution
 
 
$232,567
 
 
Executive Deferred Compensation Plan Distribution
 
 
$364,285
 
 
Intrinsic Value of unvested long-term incentive awards that will pro-rata vest upon termination(2)
 
 
 
 
Stock Options: intrinsic value of the pro-rata portion of awards expected to vest
 
 
$4,932
 
 
RSUs: intrinsic value of the pro-rata portion of awards expected to vest
 
 
$9,675
 
 
PRSUs: intrinsic value of unvested awards expected to vest, assuming performance at target. Awards may vest subject to satisfaction of performance criteria.
 
 
$670,710
 
 
Total
 
 
$2,132,169
 
(1) Payments will be made over 12 months.
(2) Values are based on the closing price of Tapestry, Inc. common stock on September 3, 2024 of $41.57. Pro-rata awards will vest on future vest dates.
 
 
 
 
 
 
 
 
 
 
 
 
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Treatment of Long-Term Incentives Upon Termination or Change in Control
In general, the annual stock option, PRSU and RSU grants made to our NEOs and outstanding as of the end of fiscal year 2024 are treated as indicated below in the event of termination or change-in-control. The HR Committee retains discretion to modify the terms of any agreement in certain situations.
 
 
 
 
 
 
 
Reason for Termination
 
 
Treatment of Unvested Awards
 
 
Voluntary (including a resignation without “Good Reason,” as defined above under Employment Agreements and Compensatory Arrangements)
 
 
Unvested awards forfeit.
 
Vested stock options remain exercisable for 90 days.
 
 
Retirement (departure from the Company, other than for cause, if employee has attained age 65 and five years of service or age 55 and ten years of service with the Company)
 
 
Unvested awards remain outstanding and become vested according to their original schedule, subject to compliance with the restrictive covenants through the last vesting date. The number of PRSUs that vest is based on actual company performance.
 
Vested options continue to be exercisable for the remainder of the ten-year term.
 
 
Severance Event (including resignation with “Good Reason” or termination without “Cause,” as defined above under Employment Agreements and Compensatory Arrangements)
 
 
Unvested awards vest pro-rata as of the employee's termination date.
 
The number of PRSUs that ultimately vest will be based on actual performance relative to the pre-established targets.
 
Exercisability of vested stock options continues for the 90 days following termination date.
 
 
Death or Long-Term Disability
 
 
Vesting of unvested awards and target PRSUs is accelerated.
 
The estate (or the executive) may exercise stock options for five years.
 
 
Termination upon a Change-in-Control
 
 
Vesting of unvested awards is accelerated (at target performance for PRSUs if prior to completion of performance period).
 
 
Cause (as defined above under Employment Agreements and Compensatory Arrangements)
 
 
Vested and unvested stock options and unvested RSUs and PRSUs forfeit, and financial gains realized in the twelve months prior to termination must be repaid.
 
 
Change-in-Control without termination
 
 
Outstanding awards shall continue vesting as scheduled assuming continued employment, or an equivalent award shall be substituted by the successor corporation. PRSUs shall be deemed earned at target performance if Change-in-Control is prior to end of performance period.
 
 
 
 
 
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Potential Payments Upon Termination or Change in Control
The tables below reflect the amount of compensation that would have been owed to each of our NEOs in the event of employment termination, including due to a change in control, on June 29, 2024. The tables include amounts earned through June 29, 2024, as well as estimates of the amounts which would have been paid to such NEOs following that date. The actual amounts to be paid out can only be determined at the time of a NEO’s termination.
Regardless of the reason for a NEO’s termination of employment, a NEO may be entitled to receive amounts earned during the term of employment. Such amounts include:
•
any vested balance in our qualified and non-qualified retirement plans;
•
the ability to convert life insurance at the NEO's own expense;
•
the ability to exercise vested stock options for a defined period of time.
In the event a NEO dies or is terminated due to disability, such NEO or beneficiary would receive benefits under our broad-based life insurance or long-term disability plan, as appropriate.
The amounts of compensation due upon various termination situations reflect the specific employment terms and conditions for each executive as described under Employment Agreements and Compensatory Arrangements, and were calculated using the following assumptions:
•
LTI amounts reflect the intrinsic value of unvested stock options, RSUs and PRSUs whose vesting would be pro-rated, accelerated or continued due to the termination, assuming a closing price of our common stock on June 28, 2024 of $42.79 the last trading day before the assumed termination date. For termination reasons in which the value of PRSUs earned depends on satisfaction of the performance criteria, FY22-23 PRSUs reflect actual performance of 113.4% of target, as certified by the HR Committee in August 2022.
•
The HR Committee does not exercise its discretion to pro-rata vest, increase or decrease any equity awards.
•
The values shown for continuation of benefits and perquisites reflect our cost for each program as of June 29, 2024. These costs may change annually.
•
The “Total” row represents the sum of all estimated payments in the column.
 
 
 
 
 
 
 
 
 
 
 
 
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JOANNE CREVOISERAT
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incremental Benefits Due to
Termination Event
 
 
Termination
with Cause
($)
 
 
Resignation
by the
Executive
without
Good Reason(1)
($)
 
 
Termination
without
Cause
($)
 
 
Resignation
by the
Executive
with Good
Reason
($)
 
 
Termination
due to
Change-in-
Control
($)
 
 
Termination
due to
Executive’s
Death or
Disability
($)
 
 
Termination
due to
Executive’s
Retirement(2)
($)
 
 
TOTAL
 
 
2,601,607
 
 
2,601,607
 
 
23,057,799
 
 
23,057,799
 
 
43,857,576
 
 
33,304,412
 
 
—
 
 
Salary Continuation
 
 
—
 
 
—
 
 
2,800,000
 
 
2,800,000
 
 
3,500,000
 
 
—
 
 
—
 
 
Benefit and Perquisite Continuation
 
 
—
 
 
—
 
 
42,531
 
 
42,531
 
 
53,164
 
 
—
 
 
—
 
 
Short Term Incentive
 
 
—
 
 
—
 
 
3,654,000
 
 
3,654,000
 
 
10,654,000
 
 
3,654,000
 
 
—
 
 
Annual Long Term Incentives:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unvested Stock Options
 
 
—
 
 
—
 
 
3,035,532
 
 
3,035,532
 
 
6,813,646
 
 
6,813,646
 
 
—
 
 
Unvested Restricted Stock Units
 
 
—
 
 
—
 
 
2,385,518
 
 
2,385,518
 
 
5,758,755
 
 
5,758,755
 
 
—
 
 
Unvested Performance Restricted Stock Units
 
 
—
 
 
—
 
 
8,538,611
 
 
8,538,611
 
 
14,476,404
 
 
14,476,404
 
 
—
 
 
Retirement Plan Distribution
 
 
2,601,607
 
 
2,601,607
 
 
2,601,607
 
 
2,601,607
 
 
2,601,607
 
 
2,601,607
 
 
—
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Pursuant to Ms. Crevoiserat's employment offer letter with the Company, Ms. Crevoiserat may receive, based on the sole discretion of the Company, total compensation of up to $2,800,000, equal to 24 months’ salary, in exchange for enforcement of the non-competition provisions of such offer letter for up to the 24-month period following her separation from the Company.
(2) Ms. Crevoiserat was not eligible to retire as of June 29, 2024.
SCOTT ROE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incremental Benefits Due to
Termination Event
 
 
Termination
with Cause
($)
 
 
Resignation
by the
Executive
without
Good Reason(1)
($)
 
 
Termination
without
Cause
($)
 
 
Resignation
by the
Executive
with Good
Reason
($)
 
 
Termination
due to
Change-in-
Control
($)
 
 
Termination
due to
Executive’s
Death or
Disability
($)
 
 
Termination
due to
Executive’s
Retirement(2)
($)
 
 
TOTAL
 
 
2,061,482
 
 
2,061,482
 
 
7,153,441
 
 
7,153,441
 
 
15,670,158
 
 
12,337,881
 
 
—
 
 
Salary Continuation
 
 
—
 
 
—
 
 
975,000
 
 
975,000
 
 
1,462,500
 
 
—
 
 
—
 
 
Benefit and Perquisite Continuation
 
 
—
 
 
—
 
 
27,768
 
 
27,768
 
 
41,652
 
 
—
 
 
—
 
 
Short Term Incentive
 
 
—
 
 
—
 
 
—
 
 
—
 
 
3,418,594
 
 
1,590,469
 
 
—
 
 
Annual Long Term Incentives:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unvested Stock Options
 
 
—
 
 
—
 
 
552,589
 
 
552,589
 
 
1,881,728
 
 
1,881,728
 
 
—
 
 
Unvested Restricted Stock Units
 
 
—
 
 
—
 
 
614,540
 
 
614,540
 
 
1,760,837
 
 
1,760,837
 
 
—
 
 
Unvested Performance Restricted Stock Units
 
 
—
 
 
—
 
 
2,922,062
 
 
2,922,062
 
 
5,043,365
 
 
5,043,365
 
 
—
 
 
Retirement Plan Distribution
 
 
2,061,482
 
 
2,061,482
 
 
2,061,482
 
 
2,061,482
 
 
2,061,482
 
 
2,061,482
 
 
—
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Pursuant to Mr. Roe’s employment offer letter with the Company, Mr. Roe may receive, based on the sole discretion of the Company, total compensation of up to $975,000, equal to 12 months’ salary, in exchange for enforcement of the non-competition provisions of such offer letter for up to the 12-month period following his separation from the Company.
(2) Mr. Roe was not eligible to retire as of June 29, 2024.
TODD KAHN
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incremental Benefits Due to
Termination Event
 
 
Termination
with Cause
($)
 
 
Resignation
by the
Executive
without
Good Reason(1)
($)
 
 
Termination
without
Cause
($)
 
 
Resignation
by the
Executive
with Good
Reason (2)
($)
 
 
Termination
due to
Change-in-
Control
($)
 
 
Termination
due to
Executive’s
Death or
Disability
($)
 
 
Termination
due to
Executive’s
Retirement(3)
($)
 
 
TOTAL
 
 
2,190,378
 
 
2,190,378
 
 
11,201,309
 
 
—
 
 
15,460,110
 
 
12,058,707
 
 
12,058,707
 
 
Salary Continuation
 
 
—
 
 
—
 
 
1,000,000
 
 
—
 
 
1,500,000
 
 
—
 
 
—
 
 
Benefit and Perquisite Continuation
 
 
—
 
 
—
 
 
17,602
 
 
—
 
 
26,403
 
 
—
 
 
—
 
 
Short Term Incentive
 
 
—
 
 
—
 
 
—
 
 
—
 
 
3,750,000
 
 
1,875,000
 
 
1,875,000
 
 
Annual Long Term Incentives:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unvested Stock Options
 
 
—
 
 
—
 
 
2,317,324
 
 
—
 
 
2,317,324
 
 
2,317,324
 
 
2,317,324
 
 
Unvested Restricted Stock Units
 
 
—
 
 
—
 
 
1,794,173
 
 
—
 
 
1,794,173
 
 
1,794,173
 
 
1,794,173
 
 
Unvested Performance Restricted Stock Units
 
 
—
 
 
—
 
 
3,881,832
 
 
—
 
 
3,881,832
 
 
3,881,832
 
 
3,881,832
 
 
Retirement Plan Distribution
 
 
2,190,378
 
 
2,190,378
 
 
2,190,378
 
 
—
 
 
2,190,378
 
 
2,190,378
 
 
2,190,378
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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EXECUTIVE COMPENSATION
(1) Pursuant to Mr. Kahn’s employment offer letter with the Company, Mr. Kahn may receive, based on the sole discretion of the Company, total compensation of up to $1,000,000, equal to 12 months’ salary, in exchange for enforcement of the non-competition provisions of such offer letter for up to the 12-month period following his separation from the Company.
(2) Mr. Kahn is not able to resign for Good Reason under the terms of his offer letter.
(3) Mr. Kahn was eligible to retire as of June 29, 2024.
LIZ FRASER
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incremental Benefits Due to
Termination Event
 
 
Termination
with Cause
($)
 
 
Resignation
by the
Executive
without
Good Reason(1)
($)
 
 
Termination
without
Cause
($)
 
 
Resignation
by the
Executive
with Good
Reason
($)
 
 
Termination
due to
Change-in-
Control
($)
 
 
Termination
due to
Executive’s
Death or
Disability
($)
 
 
Termination
due to
Executive’s
Retirement(2)
($)
 
 
TOTAL
 
 
563,701
 
 
563,701
 
 
3,895,479
 
 
3,895,479
 
 
7,294,111
 
 
4,744,111
 
 
—
 
 
Salary Continuation
 
 
—
 
 
—
 
 
850,000
 
 
850,000
 
 
1,275,000
 
 
—
 
 
—
 
 
Benefit and Perquisite Continuation
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
Short Term Incentive
 
 
—
 
 
—
 
 
797,300
 
 
797,300
 
 
2,072,300
 
 
797,300
 
 
—
 
 
Annual Long Term Incentives:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unvested Stock Options
 
 
—
 
 
—
 
 
212,266
 
 
212,266
 
 
692,571
 
 
692,571
 
 
—
 
 
Unvested Restricted Stock Units
 
 
—
 
 
—
 
 
285,446
 
 
285,446
 
 
727,807
 
 
727,807
 
 
—
 
 
Unvested Performance Restricted Stock Units
 
 
—
 
 
—
 
 
1,186,766
 
 
1,186,766
 
 
1,962,732
 
 
1,962,732
 
 
—
 
 
Retirement Plan Distribution
 
 
563,701
 
 
563,701
 
 
563,701
 
 
563,701
 
 
563,701
 
 
563,701
 
 
—
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Pursuant to Ms. Fraser’s employment offer letter with the Company, Ms. Fraser may receive, based on the sole discretion of the Company, total compensation of up to $850,000, equal to 12 months’ salary, in exchange for enforcement of the non-competition provisions of such offer letter for up to the 12-month period following her separation from the Company.
(2) Ms. Fraser was not eligible to retire as of June 29, 2024.
(3) Ms. Fraser’s employment with the Company ceased involuntarily on September 2, 2024. Please see Employment Agreements and Compensatory Arrangements—Ms. Fraser Severance Arrangements for a schedule of actual payments.
DAVID HOWARD
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incremental Benefits Due to
Termination Event
 
 
Termination
with Cause
($)
 
 
Resignation
by the
Executive
without
Good Reason(1)
($)
 
 
Termination
without
Cause
($)
 
 
Resignation
by the
Executive
with Good
Reason (2)
($)
 
 
Termination
due to
Change-in-
Control
($)
 
 
Termination
due to
Executive’s
Death or
Disability
($)
 
 
Termination
due to
Executive’s
Retirement(3)
($)
 
 
TOTAL
 
 
768,074
 
 
768,074
 
 
3,784,268
 
 
—
 
 
6,632,425
 
 
5,071,447
 
 
—
 
 
Salary Continuation
 
 
—
 
 
—
 
 
600,000
 
 
—
 
 
900,000
 
 
—
 
 
—
 
 
Benefit and Perquisite Continuation
 
 
—
 
 
—
 
 
20,652
 
 
—
 
 
30,978
 
 
—
 
 
—
 
 
Short Term Incentive
 
 
—
 
 
—
 
 
548,100
 
 
—
 
 
1,178,100
 
 
548,100
 
 
—
 
 
Annual Long Term Incentives:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unvested Stock Options
 
 
—
 
 
—
 
 
180,742
 
 
—
 
 
617,015
 
 
617,015
 
 
—
 
 
Unvested Restricted Stock Units
 
 
—
 
 
—
 
 
799,278
 
 
—
 
 
1,584,463
 
 
1,584,463
 
 
—
 
 
Unvested Performance Restricted Stock Units
 
 
—
 
 
—
 
 
867,421
 
 
—
 
 
1,553,795
 
 
1,553,795
 
 
—
 
 
Retirement Plan Distribution
 
 
768,074
 
 
768,074
 
 
768,074
 
 
—
 
 
768,074
 
 
768,074
 
 
—
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Pursuant to Mr. Howard’s employment offer letter with the Company, Mr. Howard may receive, based on the sole discretion of the Company, total compensation of up to $600,000, equal to 12 months’ salary, in exchange for enforcement of the non-competition provisions of such offer letter for up to the 12-month period following his separation from the Company.
(2) Mr. Howard is not able to resign for Good Reason under the terms of his offer letter.
(3) Mr. Howard was not eligible to retire as of June 29, 2024.
 
 
 
 
 
 
 
 
 
 
 
 
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EXECUTIVE COMPENSATION
CEO Pay Ratio 
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the following information explains the relationship of the annual total compensation of our median employee to the annualized total compensation of Ms. Crevoiserat, our CEO at the end of fiscal year 2024.
For fiscal year 2024, as required under the applicable rules we identified a new median employee.
We determined the following in compliance with the requirements set forth in Item 402(u) of SEC Regulation S-K:
•
The total compensation of our median employee was $26,657;
•
The total annualized compensation of Ms. Crevoiserat was $15,430,213; and
•
The ratio of the median employee’s pay to that of Ms. Crevoiserat was 1 to 579.
Ms. Crevoiserat's compensation as reported in the Summary Compensation Table was used for purposes of calculating the ratio. For purposes of the pay ratio, both the CEO's and median employee’s annual total compensation were calculated in accordance with the requirements of Item 402(c)(2)(x) of SEC Regulation S-K.
Our median employee is a full time sales associate working in a retail store in Asia. To identify the median employee and determine his or her annual total compensation, we used the following methodology in fiscal year 2024, consistent with SEC regulations:
•
We selected June 1, 2024 as the determination date, one month before the end of our fiscal year 2024. In 2021 we selected May 3, 2021 as the date on which to determine our median employee. We changed the determination date in fiscal year 2024 for internal administrative reasons.
•
At June 1, 2024, we prepared a file of our consolidated global payroll records. As of the determination date, our analysis included approximately 20,100 employees working in 27 countries. This figure represented all our employees globally.
•
We utilized actual base salary paid in fiscal year 2024 from our payroll records as our consistently applied compensation measure to identify the median employee. We converted compensation for employees paid in currencies other than the U.S. dollar into U.S. dollars based on exchange rates as of the end of fiscal year 2024.
•
We examined a small group of employees for whom actual base salary was clustered within a few dollars around the median. From this group we selected an individual we determined to be reasonably representative of our median employee.
 
 
 
 
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Pay versus Performance
The following table sets forth the relationship between executive compensation actually paid and the financial performance of the Company in accordance with SEC rules. It includes compensation for our Chief Executive Officer, or PEO
(Ms. Crevoiserat), our former Chief Executive Officer, or PEO (Jide Zeitlin) for fiscal year 2021, and average compensation for our NEOs other than our PEOs, or the non-PEO NEOs.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal
Year
 
 
Summary
Compensation
Table Total for
Ms. Crevoiserat
($)(1)
 
 
Summary
Compensation
Table Total for
Mr. Zeitlin
($)(1)
 
 
Compensation
Actually Paid to
Ms. Crevoiserat(1)(2)
 
 
Compensation
Actually Paid to
Mr. Zeitlin(1)(2)
 
 
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(1)
 
 
Average
Compensation
Actually Paid
to Non-PEO
NEOs(1)(2)
 
 
Value of Initial Fixed $100
Investment Based on:
 
 
Net
Income
(millions)
 
 
Net
Sales
(millions)
 
 
Total
Shareholder
Return(3)
 
 
Peer Group
Total
Shareholder
Return(3)
 
 
2024
 
 
$15,430,213
 
 
NA
 
 
$16,312,370
 
 
NA
 
 
$4,565,986
 
 
$4,968,207
 
 
$375
 
 
$101
 
 
$816
 
 
$6,671
 
 
2023
 
 
$14,489,503
 
 
NA
 
 
$21,941,536
 
 
NA
 
 
$3,867,451
 
 
$5,632,476
 
 
$361
 
 
$115
 
 
$936
 
 
$6,661
 
 
2022
 
 
$13,739,426
 
 
NA
 
 
$8,274,188
 
 
NA
 
 
$4,287,976
 
 
$2,782,806
 
 
$252
 
 
$123
 
 
$856
 
 
$6,685
 
 
2021
 
 
$12,548,591
 
 
$90,078
 
 
$32,598,067
 
 
$4,088,619
 
 
$3,713,352
 
 
$9,037,986
 
 
$340
 
 
$200
 
 
$834
 
 
$5,746
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) The following individuals are our Named Executive Officers for each fiscal year:
 
 
 
 
 
 
 
 
 
 
Fiscal Year
 
 
PEO(s)
 
 
Non-PEO NEOs
 
 
2024
 
 
Joanne Crevoiserat
 
 
Scott Roe, Todd Kahn, Liz Fraser, and David Howard
 
 
2023
 
 
Joanne Crevoiserat
 
 
Scott Roe, Todd Kahn, Liz Fraser, and David Howard
 
 
2022
 
 
Joanne Crevoiserat
 
 
Scott Roe, Todd Kahn, Tom Glaser, and Liz Fraser
 
 
2021
 
 
Joanne Crevoiserat, Jide Zeitlin
 
 
Scott Roe, Todd Kahn, Tom Glaser, Liz Fraser, and Andrea Resnick
 
(2) Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows for FY 2024. For all prior year adjustments, refer to the 2023 Proxy Statement.
 
 
 
 
 
 
 
 
 
FY 2024
 
 
 
 
PEO – Ms. Crevoiserat
 
 
Avg. non-PEO NEO
 
 
Summary Compensation table total for applicable year.
 
 
15,430,213
 
 
4,565,986
 
 
Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation table for the applicable year.
 
 
(10,323,117)
 
 
(2,462,632)
 
 
Increase based on ASC Topic 718 fair value of Awards granted during applicable year that remain unvested as of applicable year end, determined as of applicable year end. RSU values include RSUs attributable to reinvested dividend equivalents.
 
 
15,312,306
 
 
3,642,222
 
 
Increase based on ASC 718 Fair Value of Awards granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date.
 
 
—
 
 
—
 
 
 
 
 
 
 
 
 
 
 
 
 
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FY 2024
 
 
 
 
PEO – Ms. Crevoiserat
 
 
Avg. non-PEO NEO
 
 
Increase/deduction for Awards granted in prior years that were outstanding and unvested as of applicable year end, determined based on change in ASC Topic 718 fair value from the prior year end to the applicable year end.
 
 
(1,003,786)
 
 
(151,847)
 
 
Increase/deduction for Awards granted in prior years that vested during the applicable year, determined based on change in ASC Topic 718 fair value from the prior year end to the vesting date.
 
 
(3,103,246)
 
 
(625,522)
 
 
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year.
 
 
—
 
 
—
 
 
Compensation Actually Paid
 
 
16,312,370
 
 
4,968,207
 
(3) TSR is cumulative for the measurement periods beginning on June 27, 2020 and ending on July 3, 2021, July 2, 2022, July 1, 2023, and June 29, 2024, calculated in accordance with Item 201(e) of Regulation S-K. The Peer Group TSR column represents the S&P Composite 1500 Apparel, Accessories & Luxury Goods Index, which is the industry specific index included in Part II, Item 5 of our Annual Report on Form 10-K for the fiscal year ended June 29, 2024.
 
 
 
 
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Pay versus Performance Relationship
See the Compensation Discussion & Analysis for a description of how the HR Committee assesses the relationship between executive compensation and performance.
The chart below provides a comparison between (i) the TSR of Tapestry and of the S&P Composite 1500 Apparel, Accessories & Luxury Goods Index assuming a fixed $100 initial investment on June 27, 2020 and reinvestment of dividends, and (ii) the compensation actually paid to our PEOs and the average compensation actually paid to our non-PEO NEOs for the fiscal years 2021, 2022, 2023, and 2024.
Because our TSR significantly outperformed the TSR of our industry index, and because LTI are the most significant element of pay for our PEO and our other NEOs, compensation actually paid is substantially higher than amounts reported in the Summary Compensation Table on a cumulative basis for fiscal years 2021, 2022, 2023, and 2024. While we are extremely pleased with our strong absolute and relative TSR performance over the last four years, we realize that there is no guarantee that our executives will actually realize the amounts reported below as compensation actually paid.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FY 2020
 
 
FY 2021
 
 
FY 2022
 
 
FY 2023
 
 
FY 2024
 
 
Tapestry TSR
 
 
$100
 
 
$339.92
 
 
$252.06
 
 
$361.01
 
 
$374.51
 
 
S&P Composite 1500 Apparel, Accessories & Luxury Goods Index
 
 
$100
 
 
$200.09
 
 
$122.52
 
 
$115.41
 
 
101.22
 
 
PEO Compensation Actually Paid - Zeitlin
 
 
 
 
$4,088,619
 
 
NA
 
 
NA
 
 
NA
 
 
PEO Compensation Actually Paid - Crevoiserat
 
 
 
 
$32,598,067
 
 
$8,274,188
 
 
$21,941,536
 
 
$16,312,370
 
 
Avg non-PEO NEO Compensation Actually Paid
 
 
 
 
$9,037,986
 
 
$2,782,806
 
 
$5,632,476
 
 
$4,968,207
 
 
 
 
 
 
 
 
 
 
 
 
 
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The chart below provides a comparison between (i) Tapestry’s Net Income and (ii) compensation actually paid to our PEOs
and average compensation actually paid to our non-PEO NEOs for the fiscal years 2021, 2022, 2023 and 2024.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FY 2021
 
 
FY 2022
 
 
FY 2023
 
 
FY 2024
 
 
Net Income (in millions)
 
 
$834
 
 
$856
 
 
$936
 
 
$816
 
 
PEO Compensation Actually Paid - Zeitlin
 
 
$4,088,619
 
 
NA
 
 
NA
 
 
NA
 
 
PEO Compensation Actually Paid - Crevoiserat
 
 
$32,598,067
 
 
$8,274,188
 
 
$21,941,536
 
 
$16,312,370
 
 
Avg non-PEO NEO Compensation Actually Paid
 
 
$9,037,986
 
 
$2,782,806
 
 
$5,632,476
 
 
$4,968,207
 
 
 
 
 
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The chart below provides a comparison between (i) Tapestry’s Net Sales and (ii) compensation actually paid to our PEOs and average compensation actually paid to our
non-PEO NEOs for the fiscal years 2021, 2022, 2023, and 2024.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FY 2021
 
 
FY 2022
 
 
FY 2023
 
 
FY 2024
 
 
Net Sales (in millions)
 
 
$5,746
 
 
$6,685
 
 
$6,661
 
 
$6,671
 
 
PEO Compensation Actually Paid - Zeitlin
 
 
$4,088,619
 
 
NA
 
 
NA
 
 
N/A
 
 
PEO Compensation Actually Paid - Crevoiserat
 
 
$32,598,067
 
 
$8,274,188
 
 
$21,941,536
 
 
$16,312,370
 
 
Avg non-PEO NEO Compensation Actually Paid
 
 
$9,037,986
 
 
$2,782,806
 
 
$5,632,476
 
 
$4,968,207
 
Performance Measures
The following performance measures are the most important used by the Company to link executive compensation actually paid to the NEOs to company performance during fiscal year 2024.
 
 
 
 
Company-selected performance measures
 
 
Net Sales
 
 
Operating Income
 
 
Gross Margin
 
 
Return on Invested Capital
 
 
Relative Total Shareholder Return
 
 
Equity, Inclusion and Diversity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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SECURITIES AUTHORIZED FOR
ISSUANCE UNDER EQUITY
COMPENSATION PLANS
The following table summarizes information as of June 29, 2024, with respect to the shares of Tapestry common stock that may be issued under our equity compensation plans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Plan Category
 
 
Number of securities
to be issued upon
exercise of
outstanding options,
warrants or rights
 
 
Weighted-average
exercise price of
outstanding options,
warrants and rights
 
 
Number of securities
remaining available
for future issuance
under equity comp
plans (excluding
securities reflected in
column (a))
 
 
Equity compensation plans approved by security holders
 
 
14,925,691(1)
 
 
32.59(2)
 
 
19,114,325(3)
 
 
Total
 
 
14,925,691
 
 
 
 
19,114,325
 
(1) Includes 5,526,036 RSUs and 1,150,207 PRSUs, which do not have an exercise price. PRSUs with incomplete performance periods assume maximum performance conditions will be satisfied.
(2) Includes weighted average exercise price for stock options only.
(3) Includes securities remaining available for future issuance for each of the following plans:
•
2018 Stock Incentive Plan: 18,729,589
•
Employee Stock Purchase Plan: 384,736
 
 
 
 
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CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Transactions with Related Persons
The Company has not identified any direct or indirect material interests of its directors or executive officers in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K for fiscal year 2024.
Policies and Procedures for Related Person Transactions
Tapestry has instituted written policies and procedures for the review, approval and ratification of “related person” transactions as defined in Item 404 of SEC Regulation S-K under the Exchange Act between the Company and its directors, director nominees, executive officers, greater than 5% beneficial owners and each of their immediate family members, in which any “related person” had, has or will have a “direct or indirect material interest,” and which is potentially required to be disclosed pursuant to the Exchange Act.
The policy provides that the GN Committee is responsible for the review and approval or disapproval of related party transactions proposed to be entered into or the ratification of any such transaction which continues on a year after year basis. Under the policy, no GN Committee member may participate in any review, consideration or approval of
a transaction involving such member or their immediate family or any entity with which such GN Committee member is affiliated.
In reviewing transactions subject to the policy, the GN Committee considers any factors it deems relevant, including (i) whether the transaction is in the ordinary course of business of the Company, (ii) whether the transaction is on terms no less favorable than terms available to an unaffiliated third party, (iii) the related person’s interest in the transaction, (iv) the approximate dollar value of the transaction and the related person’s interest, (v) the purpose of the transaction, (vi) the disclosure obligations of the Company, (vii) the conflict of interest provisions of the Code and (viii) any other information that may be considered material.
 
 
 
 
 
 
 
 
 
 
 
 
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OTHER INFORMATION
Communicating with the Board
Tapestry has adopted a policy which permits stockholders and interested parties to contact the Board, with the option to do so anonymously. To report complaints or concerns about Tapestry’s accounting, internal accounting controls, auditing or legal matters directly to Tapestry’s Board and/or Audit Committee, stockholders may submit a report on Tapestry’s Ethics and Compliance Reporting System (https://www.tapestry.ethicspoint.com/) or call 1-800-396-1807, which is manned by an independent service taking confidential messages on behalf of Tapestry. Complaints or concerns relating to Tapestry’s accounting, internal
accounting controls or auditing matters will be referred to Tapestry’s Independent Chair and the Audit Committee Chair. Other relevant legal or ethical concerns will be referred to the Independent Chair of Tapestry’s Board, who is also currently the Chair of the GN Committee. The status of all outstanding concerns addressed to the Independent Chair or the Audit Committee Chair will be reported to the Board on at least a quarterly basis. Further information on this policy is available to security holders on Tapestry’s website through the Corporate Governance page.
Stockholder Proposals for the 2025 Annual Meeting
Tapestry’s Bylaws currently provide that in order for a stockholder or eligible group of stockholders to nominate a candidate for election as a Director at an Annual Meeting of Stockholders or for a stockholder to propose business for consideration at such meeting, written notice complying with the requirements set forth in our Bylaws generally must be delivered to the Secretary of Tapestry, at Tapestry’s principal executive office, not later than 5:00 p.m., Eastern Time, on the 120th day, and not earlier than the 150th day, prior to the first anniversary of the date of the proxy statement for the preceding year’s Annual Meeting of Stockholders. Accordingly, a notice of stockholder nomination or proposal intended to be considered at the 2025 Annual Meeting of Stockholders must contain all the information and certifications required by our Bylaws and be received by the Secretary no earlier than April 30, 2025, and no later than 5:00 p.m. Eastern Time on May 30, 2025. Nominations or proposals should be mailed to Tapestry, Inc., to the attention of Tapestry’s Secretary, David Howard, 10 Hudson Yards, New York, New York 10001. Our proxy access Bylaw also currently permit a stockholder (or a group of up to 20 stockholders) owning 3% or more of our
outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials candidates for election as directors constituting up to the greater of two individuals or 20% of the Board, if the nominating stockholder(s) and the nominee(s) satisfy the requirements specified in Tapestry’s Bylaws. For the 2025 Annual Meeting of Stockholders, notice of a proxy access nomination must be delivered to our Secretary not before April 30, 2025, and no later than 5:00 p.m. Eastern Time on May 30, 2025. A copy of the Bylaws may be obtained from David Howard, Tapestry’s Secretary, by written request to the same address.
In addition, if you wish to have your proposal considered for inclusion in Tapestry’s 2025 proxy statement, pursuant to Rule 14a-8 of the Exchange Act, we must receive such proposal no later than May 30, 2025.
Tapestry will consider only proposals and nominations meeting the requirements of the applicable federal securities laws, the Commission rules promulgated thereunder and Tapestry’s Bylaws.
Other Business
Tapestry’s Board does not presently intend to bring any other business before the Annual Meeting and, so far as is known to the Board, no matters are to be brought before the Annual Meeting except as specified in the Notice of the Annual Meeting. As to any business other than as specified in the
Notice of the Annual Meeting that may properly come before the Annual Meeting, however, it is intended that proxies will be voted in respect thereof in accordance with the discretion of the persons exercising such proxies.
 
 
 
 
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OTHER INFORMATION
Tapestry’s Form 10-K and Other Matters
A copy of Tapestry’s Annual Report on Form 10-K for the fiscal year ended June 29, 2024, as filed with the SEC, will be sent to any stockholder, without charge, by regular mail or by e-mail upon written request addressed to Tapestry, to the attention of the Investor Relations Department, 10 Hudson Yards, New York, New York 10001. You also may obtain our Annual Report on Form 10-K over the Internet at the SEC’s website, www.sec.gov, or on the investor relations section of our website.
To the extent that this proxy statement is incorporated by reference into any of our other filings under the Securities Act or the Exchange Act, the sections of this proxy statement titled Human Resources Committee Report, and Audit Committee Report (to the extent permitted by the rules of the SEC) will not be deemed incorporated, unless specifically provided otherwise in such filing. No information contained on our website, www.tapestry.com, is intended to be included as part of, or incorporated by reference into, this proxy statement.
Expenses of Solicitation
This solicitation is being made by mail, but may also be made by e-mail, telephone or in person by Tapestry’s officers and employees (without additional compensation). Tapestry will pay the cost of soliciting proxies for the Annual Meeting, including the cost of mailing. Tapestry will reimburse brokerage firms, nominees, custodians and fiduciaries for
their out-of-pocket expenses for forwarding proxy materials to beneficial owners and seeking instruction with respect thereto. The Company has engaged Alliance Advisors LLC to assist in the solicitation of proxies for the Annual Meeting for a fee of $13,500 plus reasonable out-of-pocket expenses.
Householding
Pursuant to rules of the SEC, the Company is delivering to multiple stockholders sharing the same address one copy of the Notice of Internet Availability (or, for those who request it, one hard copy of our annual report, proxy statement and proxy card) in a single envelope unless the Company has received prior instructions to the contrary. This procedure is referred to as householding. Upon written or oral request, we will promptly mail a separate copy of our Notice of Internet Availability in separate envelopes (or our annual report, proxy statement and proxy card) to any stockholder at a shared address to which a single copy of our Notice of Internet Availability (or our annual report, proxy statement and proxy card) was delivered in a single envelope. Conversely, upon written or oral request, we will cease delivering separate copies of our Notice of
Internet Availability (or our annual report, proxy statement and proxy card) in separate envelopes to any stockholder at a shared address to which multiple copies of either document were delivered in the past. Please contact Broadridge Householding Department with your request, by calling their toll free number, 1-866-540-7095 or by writing to: Broadridge, Householding Department, 51 Mercedes Way, Edgewood NY 11717. We will mail the materials that you request at no cost to you. Stockholders who hold their shares in “Street name,” that is, through a broker, bank, financial institution or other nominee or intermediary as holder of record, and who wish to change their householding instructions or obtain copies of these documents, should follow the instructions on their voting instruction card or contact the holders of record.
 
 
 
 
 
 
 
 
 
 
 
 
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APPENDIX A
RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES
The Company’s reported results are presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The reported Net Sales, Operating Income and Gross Margin in fiscal years 2024 and 2023 reflect certain items which affect the comparability of our results.
In addition, the reported Net Sales, Operating Income and Gross Margin in fiscal years 2024 and 2023 were adjusted,
when applicable, for AIP evaluation purposes. The following tables reconcile the “as reported” results to “adjusted” results excluding these items. Numbers shown in millions have been rounded to one decimal.
 
 
 
 
 
 
 
 
 
 
 
 
 
ADJUSTMENTS FOR
FISCAL YEAR 2024
FINANCIAL HIGHLIGHTS
AND FISCAL YEAR 2024
ANNUAL INCENTIVE PLAN
 
 
Tapestry, Inc.
 
 
Coach
 
 
Kate Spade
 
 
Net
Sales
(in
millions)
 
 
Operating
Income
(in
millions)
 
 
Gross
Margin
 
 
Net
Sales
(in
millions)
 
 
Operating
Income
(in
millions)
 
 
Gross
Margin
 
 
Net
Sales
(in
millions)
 
 
Operating
Income
(in
millions)
 
 
Gross
Margin
 
 
As Reported: (GAAP Basis)
 
 
$6,671.2
 
 
$1,140.1
 
 
73.3%
 
 
$5,095.3
 
 
$1,651.1
 
 
76.1%
 
 
$1,334.4
 
 
$132.6
 
 
65.2%
 
 
Acquisition Costs
 
 
N/A
 
 
$109.9
 
 
N/A
 
 
N/A
 
 
N/A
 
 
N/A
 
 
N/A
 
 
N/A
 
 
N/A
 
 
Adjusted: (Non-GAAP basis as reported in
Form 10-K)(1)
 
 
$6,671.2
 
 
$1,250.0
 
 
73.3%
 
 
$5,095.3
 
 
$1,651.1
 
 
76.1%
 
 
$1,334.4
 
 
$132.6
 
 
65.2%
 
 
Foreign Currency Adjustments
 
 
77.3
 
 
33.5
 
 
0.1%
 
 
67.5
 
 
33.2
 
 
—%
 
 
7.5
 
 
1.7
 
 
0.1%
 
 
Exclude AIP from Operating Income Adjustment
 
 
N/A
 
 
115.4
 
 
N/A
 
 
N/A
 
 
45.8
 
 
N/A
 
 
N/A
 
 
10.9
 
 
N/A
 
 
Brand Mix Impact from Gross Margin
 
 
N/A
 
 
N/A
 
 
-0.3%
 
 
N/A
 
 
N/A
 
 
N/A
 
 
N/A
 
 
N/A
 
 
N/A
 
 
Adjusted: (Non-GAAP Basis for AIP results measurement)
 
 
$6,748.5
 
 
$1,398.9
 
 
73.1%
 
 
$5,162.8
 
 
$1,730.1
 
 
76.1%
 
 
$1,341.9
 
 
$145.2
 
 
65.3%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ADJUSTMENTS FOR
FISCAL YEAR 2023
FINANCIAL HIGHLIGHTS
AND FISCAL YEAR 2023
ANNUAL INCENTIVE PLAN
 
 
Tapestry, Inc.
 
 
Coach
 
 
Kate Spade
 
 
Net
Sales
(in
millions)
 
 
Operating
Income
(in
millions)
 
 
Gross
Margin
 
 
Net
Sales
(in
millions)
 
 
Operating
Income
(in
millions)
 
 
Gross
Margin
 
 
Net
Sales
(in
millions)
 
 
Operating
Income
(in
millions)
 
 
Gross
Margin
 
 
As Reported: (GAAP Basis)
 
 
$6,660.9
 
 
$1,172.4
 
 
70.8%
 
 
$4,960.4
 
 
$1,529.9
 
 
73.5%
 
 
$1,418.9
 
 
$115.0
 
 
63.4%
 
 
Adjusted: (Non-GAAP basis as reported in
Form 10-K)(1)
 
 
$6,660.9
 
 
$1,172.4
 
 
70.8%
 
 
$4,960.4
 
 
$1,529.9
 
 
73.5%
 
 
$1,418.9
 
 
$115.0
 
 
63.4%
 
 
Exclude AIP from Operating Income Adjustment
 
 
N/A
 
 
78.9
 
 
N/A
 
 
N/A
 
 
32.0
 
 
N/A
 
 
N/A
 
 
7.3
 
 
N/A
 
 
Adjusted: (Non-GAAP Basis for AIP results measurement)
 
 
$6,660.9
 
 
$1,251.3
 
 
70.8%
 
 
$4,960.4
 
 
$1,561.9
 
 
73.5%
 
 
$1,418.9
 
 
$122.3
 
 
63.4%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) See page 41 of the Company's Form 10-K for fiscal year 2024 for a detailed description of certain items excluded from the non-GAAP financial measures presented in the 10-K for fiscal year 2024. There were no items affecting comparability in fiscal year 2023.
 
 
 
 
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These non-GAAP performance measures were used by management to conduct and evaluate its business during its regular review of operating results for the periods affected. Management and the Company’s Board utilized these non-GAAP measures to make decisions about the uses of Company resources, analyze performance between periods, develop internal projections and measure management performance. The Company’s primary internal financial reporting excluded these items affecting comparability. In addition, the HR Committee of the Company’s Board used these non-GAAP measures when setting and assessing achievement of incentive compensation goals.
We believe these non-GAAP measures are useful to investors in evaluating the Company’s ongoing operating and financial results in a manner that is consistent with management's evaluation of business performance and understanding how such results compare with the Company’s historical performance.
Additionally, we believe presenting certain increases and decreases in constant currency provides a framework for assessing the performance of the Company's business outside the United States and helps investors and analysts understand the effect of significant year-over-year currency fluctuations. We believe non-GAAP measures assist investors in developing expectations of future performance. By providing the non-GAAP measures, as a supplement to GAAP information, we believe we are enhancing investors’ understanding of our business and our results of operations. The non-GAAP financial measures are limited in their usefulness and should be considered in addition to, and not in lieu of, U.S. GAAP financial measures. Further, these non-GAAP measures may be unique to the Company, as they may be different from non-GAAP measures used by other companies.
 
 
 
 
 
 
 
 
 
 
 
 
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APPENDIX B
QUESTIONS YOU MAY HAVE REGARDING THIS PROXY STATEMENT
1.  What is the purpose of these materials?
The accompanying proxy is solicited on behalf of our Board. We provide these proxy materials to you in connection with our Annual Meeting. Our Annual Meeting will be held virtually via live webcast on Thursday, November 14, 2024, at 9:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/TPR2024.
As a holder of our common stock as of the close of business on the Record Date, you are invited to join the Annual Meeting and are entitled and requested to vote on the proposals described in this proxy statement.
2.  What information is contained in these materials?
The information included in this proxy statement relates to the proposals to be considered and voted on at the Annual Meeting, the voting process, the compensation of the Directors and our NEOs and other required information. Our Form 10-K for fiscal year 2024 is available to review with this proxy statement.
We are delivering the Notice of 2024 Annual Meeting of Stockholders and instructions on how to access the proxy statement (or, for those who request it, a hard copy of this proxy statement and the enclosed proxy card) to our stockholders on or about September 27, 2024.
3.  What proposals will be voted on at the meeting?
At the Annual Meeting, our stockholders will be asked:
1.
2.
3.
4.
To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting.
Our Board is not aware of any other matter that will be presented at the Annual Meeting. If any other matter is properly presented at the Annual Meeting, the persons named on your proxy will vote in accordance with their discretion on the matter.
4.  Does the Board of Directors recommend voting in favor of the proposals?
Yes, our Board unanimously recommends that you vote your shares “FOR” each of the Director nominees in proposal 1, “FOR” proposals 2 and 3.
5.  What shares can I vote?
You may vote all of the shares of our common stock that you owned at the close of business on The Record Date.
6.  What classes of shares are entitled to be voted?
Holders of our common stock are entitled to one vote for each share of stock held by them as of the close of business on the Record Date. On the Record Date, the Company had
232,781,326 shares of common stock outstanding and entitled to be voted at the Annual Meeting, and no other stock of any series issued or outstanding.
 
 
 
 
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7.  What do I need to do now?
Please carefully consider the information contained in this proxy statement and respond as soon as possible so that your shares will be represented at the Annual Meeting. You can respond by following the instructions for granting a proxy to vote presented in the Notice of Annual Meeting and Internet Availability of Proxy Materials you received; if you received paper copies of the Company's proxy materials, you can respond by completing, signing and dating your proxy card and
returning it in the enclosed envelope. Alternatively, you may attend the Annual Meeting virtually via live webcast and vote your shares at the meeting. If you grant a proxy to vote online, by telephone or mail in a proxy card, you may still participate in the online meeting, and should you choose do to so, you may revoke the proxy by voting your shares during our Annual Meeting.
8.  Do I need to attend the Annual Meeting?
No. You may authorize a proxy to vote your shares by following the instructions presented in the notice of the Annual Meeting and Internet Availability of Proxy Materials or if you received or
requested a paper proxy card, by completing, signing and dating your proxy card and returning it in the envelope provided to you.
9.  How do I attend the Annual Meeting this year?
Tapestry's Annual Meeting will be conducted via a live webcast, simultaneously allowing for greater participation and the opportunity to participate in the live, online meeting from any location convenient for you. We are committed to ensuring that our stockholders have substantially the same opportunities to participate in the virtual Annual Meeting as they would at an in-person meeting. Stockholders may attend the Annual Meeting, vote and submit a question during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TPR2024. Questions may also be submitted prior to the Annual Meeting at www.proxyvote.com. Stockholders will be able to review the rules of conduct and other meeting materials on www.virtualshareholdermeeting.com/TPR2024. We will answer questions that comply with the meeting rules of conduct during the Annual Meeting, subject to time constraints. If we receive substantially similar questions, we will group such questions together. The webcast replay of the Annual Meeting, including the question and answer portion, will be available soon after the Annual Meeting on our Investor Relations website for at least
30 days. Please note that stockholders will need their control number which appears on their Notice of Internet Availability of Proxy Materials, the proxy card (printed in the box and marked by the arrow), and the instructions that accompanied the proxy materials in order to access these sites and vote shares or ask questions prior to or at the Annual Meeting. If you hold your shares as a beneficial owner in street name and do not have a control number, please contact your bank or brokerage firm for voting instructions. If you access the Annual Meeting but do not enter your control number you will be able to listen to the proceedings, but you will not be able to vote or otherwise participate.
We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any technical difficulties during check-in or during the Annual Meeting, please call the technical support number that will be posted on www.virtualshareholdermeeting.com/TPR2024.
10.  What constitutes a quorum, and why is a quorum required?
A quorum is required for the Tapestry stockholders to conduct business at the Annual Meeting. The presence at the Annual Meeting, in person via the webcast or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter will constitute a quorum, permitting us to conduct the business of the Annual Meeting.
Proxies received but marked as abstentions, if any, and broker non-votes described below, will be included in the calculation of the number of shares considered to be present at the Annual Meeting for purposes of obtaining a quorum.
11.  What is the voting requirement to approve the proposals?
With respect to election of Directors (Proposal No. 1), our Bylaws provide that Directors will be elected by a majority of the total votes cast “FOR” and “AGAINST” each nominee in the election of Directors at the Annual Meeting, either in person or
by properly completed or authorized proxy. This means that the number of shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” that nominee. There are no cumulative voting rights. Abstentions and broker non-votes
 
 
 
 
 
 
 
 
 
 
 
 
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will not have any effect on the election of Directors. See “What happens if a Director nominee does not receive a majority of the votes cast?” below for information concerning our Director resignation policy.
Approval of Proposals No. 2 and 3 requires, in each case, “FOR” votes from a majority of the votes cast on the matter at the Annual Meeting, either in person or by properly completed or authorized proxy.
Abstentions and broker non-votes will not have any effect on Proposals No. 2 and 3. Additionally, as discussed below, we do not expect that there will be any broker non-votes with regard to Proposal No. 2 as it is a routine matter.
12.  What if I don't vote? What if I abstain? How are broker non-votes counted?
If you hold your shares in street name, based on current NYSE rules, your broker will NOT be able to vote your shares with respect to the election of Directors or the non-binding advisory approval of executive compensation. If you have not provided directions to your broker, we strongly encourage you to do so and exercise your right to vote as a stockholder. However, the NYSE considers Proposal No. 2, regarding the ratification of the appointment of D&T, a routine matter. Thus, your broker or nominee may vote on your behalf with regard to
Proposal No. 2, whether or not you provide voting instructions. When a proposal is not a routine matter and a brokerage firm has not received voting instructions from a beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a broker non-vote. Abstentions and broker non-votes are generally not considered votes cast and will have no effect on the proposals
13.  What happens if a Director nominee does not receive a majority of the votes cast?
Under our Corporate Governance Principles, a Director nominee, running uncontested, who does not receive a majority of the votes cast, is required to tender his or her resignation for consideration by the GN Committee. The GN Committee will recommend to the Board whether to accept or reject the resignation.
The Board will act on the tendered resignation and publicly disclose its decision within 90 days following certification of the election results. Unless all Directors have tendered their resignation, any Director who tenders his or her resignation will not participate in the Board’s decision with respect to his or her resignation.
14.  Can I change my vote after I have delivered my proxy?
Yes. You may change your vote at any time before your proxy is exercised at the meeting. You can do this in one of three ways. First, you can revoke your proxy by sending written notice to the Secretary of Tapestry before the Annual Meeting. Second, you can authorize online or send the Secretary of Tapestry a later-dated, signed proxy before the meeting. Third, if you are
a holder of record, you can attend the meeting through our live online webcast and submit your vote electronically. If your shares are held in an account at a brokerage firm or bank and you do not have your control number, you must contact your brokerage firm or bank for instructions on how to change your vote.
15.  If my shares are held in “street name” by my broker, will my broker vote my shares for me?
Your broker will vote your shares only if the proposal is a matter on which your broker has discretion to vote (which is limited to the ratification of the appointment of the Company’s
independent registered public accounting firm) or if you provide directions on how to vote by following the instructions provided to you by your broker.
16.  Who will count the votes?
All votes will be tabulated by Broadridge Financial Solutions, the inspector of elections appointed for the meeting.
17.  Where can I find voting results of the Annual Meeting?
We will announce preliminary voting results at the meeting and publish final results in a Form 8-K filed with the SEC within four business days after the end of the Annual Meeting.
 
 
 
 
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18.  Who will bear the costs of soliciting votes for the meeting?
The expenses of soliciting proxies to be voted at the meeting will be paid by the Company. Following the original mailing of soliciting materials, we may also solicit proxies by mail, telephone, fax or e-mail. Following the original mailing of soliciting materials, we will request that brokers, custodians, nominees and other record holders of common stock forward copies of the proxy statement and other soliciting materials to
persons for whom they hold shares of common stock and request authority for the exercise of proxies. In such cases, the Company, upon the request of the record holders, will reimburse these holders for their reasonable expenses. The Company has engaged Alliance Advisors LLC to solicit proxies for a fee of $13,500 plus reasonable out-of-pocket expenses.
19.  Whom should I call with other questions?
If you have additional questions about this proxy statement or the meeting or would like additional copies of this document, please contact: Tapestry, 10 Hudson Yards, New York,
New York 10001, Attention: Investor Relations Department, Telephone: (212) 946-7252.
 
 
 
 
 
 
 
 
 
 
 
 
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Jun. 29, 2024
Jul. 01, 2023
Jul. 02, 2022
Jul. 03, 2021
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table    
Pay versus Performance
The following table sets forth the relationship between executive compensation actually paid and the financial performance of the Company in accordance with SEC rules. It includes compensation for our Chief Executive Officer, or PEO
(Ms. Crevoiserat), our former Chief Executive Officer, or PEO (Jide Zeitlin) for fiscal year 2021, and average compensation for our NEOs other than our PEOs, or the non-PEO NEOs.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal
Year
 
 
Summary
Compensation
Table Total for
Ms. Crevoiserat
($)(1)
 
 
Summary
Compensation
Table Total for
Mr. Zeitlin
($)(1)
 
 
Compensation
Actually Paid to
Ms. Crevoiserat(1)(2)
 
 
Compensation
Actually Paid to
Mr. Zeitlin(1)(2)
 
 
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(1)
 
 
Average
Compensation
Actually Paid
to Non-PEO
NEOs(1)(2)
 
 
Value of Initial Fixed $100
Investment Based on:
 
 
Net
Income
(millions)
 
 
Net
Sales
(millions)
 
 
Total
Shareholder
Return(3)
 
 
Peer Group
Total
Shareholder
Return(3)
 
 
2024
 
 
$15,430,213
 
 
NA
 
 
$16,312,370
 
 
NA
 
 
$4,565,986
 
 
$4,968,207
 
 
$375
 
 
$101
 
 
$816
 
 
$6,671
 
 
2023
 
 
$14,489,503
 
 
NA
 
 
$21,941,536
 
 
NA
 
 
$3,867,451
 
 
$5,632,476
 
 
$361
 
 
$115
 
 
$936
 
 
$6,661
 
 
2022
 
 
$13,739,426
 
 
NA
 
 
$8,274,188
 
 
NA
 
 
$4,287,976
 
 
$2,782,806
 
 
$252
 
 
$123
 
 
$856
 
 
$6,685
 
 
2021
 
 
$12,548,591
 
 
$90,078
 
 
$32,598,067
 
 
$4,088,619
 
 
$3,713,352
 
 
$9,037,986
 
 
$340
 
 
$200
 
 
$834
 
 
$5,746
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) The following individuals are our Named Executive Officers for each fiscal year:
 
 
 
 
 
 
 
 
 
 
Fiscal Year
 
 
PEO(s)
 
 
Non-PEO NEOs
 
 
2024
 
 
Joanne Crevoiserat
 
 
Scott Roe, Todd Kahn, Liz Fraser, and David Howard
 
 
2023
 
 
Joanne Crevoiserat
 
 
Scott Roe, Todd Kahn, Liz Fraser, and David Howard
 
 
2022
 
 
Joanne Crevoiserat
 
 
Scott Roe, Todd Kahn, Tom Glaser, and Liz Fraser
 
 
2021
 
 
Joanne Crevoiserat, Jide Zeitlin
 
 
Scott Roe, Todd Kahn, Tom Glaser, Liz Fraser, and Andrea Resnick
 
(2) Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows for FY 2024. For all prior year adjustments, refer to the 2023 Proxy Statement.
 
 
 
 
 
 
 
 
 
FY 2024
 
 
 
 
PEO – Ms. Crevoiserat
 
 
Avg. non-PEO NEO
 
 
Summary Compensation table total for applicable year.
 
 
15,430,213
 
 
4,565,986
 
 
Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation table for the applicable year.
 
 
(10,323,117)
 
 
(2,462,632)
 
 
Increase based on ASC Topic 718 fair value of Awards granted during applicable year that remain unvested as of applicable year end, determined as of applicable year end. RSU values include RSUs attributable to reinvested dividend equivalents.
 
 
15,312,306
 
 
3,642,222
 
 
Increase based on ASC 718 Fair Value of Awards granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date.
 
 
—
 
 
—
 
 
 
 
 
 
 
 
 
 
FY 2024
 
 
 
 
PEO – Ms. Crevoiserat
 
 
Avg. non-PEO NEO
 
 
Increase/deduction for Awards granted in prior years that were outstanding and unvested as of applicable year end, determined based on change in ASC Topic 718 fair value from the prior year end to the applicable year end.
 
 
(1,003,786)
 
 
(151,847)
 
 
Increase/deduction for Awards granted in prior years that vested during the applicable year, determined based on change in ASC Topic 718 fair value from the prior year end to the vesting date.
 
 
(3,103,246)
 
 
(625,522)
 
 
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year.
 
 
—
 
 
—
 
 
Compensation Actually Paid
 
 
16,312,370
 
 
4,968,207
 
(3) TSR is cumulative for the measurement periods beginning on June 27, 2020 and ending on July 3, 2021, July 2, 2022, July 1, 2023, and June 29, 2024, calculated in accordance with Item 201(e) of Regulation S-K. The Peer Group TSR column represents the S&P Composite 1500 Apparel, Accessories & Luxury Goods Index, which is the industry specific index included in Part II, Item 5 of our Annual Report on Form 10-K for the fiscal year ended June 29, 2024.
     
Company Selected Measure Name     Net Sales      
Named Executive Officers, Footnote    
(1) The following individuals are our Named Executive Officers for each fiscal year:
 
 
 
 
 
 
 
 
 
 
Fiscal Year
 
 
PEO(s)
 
 
Non-PEO NEOs
 
 
2024
 
 
Joanne Crevoiserat
 
 
Scott Roe, Todd Kahn, Liz Fraser, and David Howard
 
 
2023
 
 
Joanne Crevoiserat
 
 
Scott Roe, Todd Kahn, Liz Fraser, and David Howard
 
 
2022
 
 
Joanne Crevoiserat
 
 
Scott Roe, Todd Kahn, Tom Glaser, and Liz Fraser
 
 
2021
 
 
Joanne Crevoiserat, Jide Zeitlin
 
 
Scott Roe, Todd Kahn, Tom Glaser, Liz Fraser, and Andrea Resnick
 
      
Peer Group Issuers, Footnote    
(3) TSR is cumulative for the measurement periods beginning on June 27, 2020 and ending on July 3, 2021, July 2, 2022, July 1, 2023, and June 29, 2024, calculated in accordance with Item 201(e) of Regulation S-K. The Peer Group TSR column represents the S&P Composite 1500 Apparel, Accessories & Luxury Goods Index, which is the industry specific index included in Part II, Item 5 of our Annual Report on Form 10-K for the fiscal year ended June 29, 2024.
     
Adjustment To PEO Compensation, Footnote    
(2) Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows for FY 2024. For all prior year adjustments, refer to the 2023 Proxy Statement.
 
 
 
 
 
 
 
 
 
FY 2024
 
 
 
 
PEO – Ms. Crevoiserat
 
 
Avg. non-PEO NEO
 
 
Summary Compensation table total for applicable year.
 
 
15,430,213
 
 
4,565,986
 
 
Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation table for the applicable year.
 
 
(10,323,117)
 
 
(2,462,632)
 
 
Increase based on ASC Topic 718 fair value of Awards granted during applicable year that remain unvested as of applicable year end, determined as of applicable year end. RSU values include RSUs attributable to reinvested dividend equivalents.
 
 
15,312,306
 
 
3,642,222
 
 
Increase based on ASC 718 Fair Value of Awards granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date.
 
 
—
 
 
—
 
 
 
 
 
 
 
 
 
 
FY 2024
 
 
 
 
PEO – Ms. Crevoiserat
 
 
Avg. non-PEO NEO
 
 
Increase/deduction for Awards granted in prior years that were outstanding and unvested as of applicable year end, determined based on change in ASC Topic 718 fair value from the prior year end to the applicable year end.
 
 
(1,003,786)
 
 
(151,847)
 
 
Increase/deduction for Awards granted in prior years that vested during the applicable year, determined based on change in ASC Topic 718 fair value from the prior year end to the vesting date.
 
 
(3,103,246)
 
 
(625,522)
 
 
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year.
 
 
—
 
 
—
 
 
Compensation Actually Paid
 
 
16,312,370
 
 
4,968,207
 
      
Non-PEO NEO Average Total Compensation Amount     $ 4,565,986 $ 3,867,451 $ 4,287,976 $ 3,713,352
Non-PEO NEO Average Compensation Actually Paid Amount     $ 4,968,207 5,632,476 2,782,806 9,037,986
Adjustment to Non-PEO NEO Compensation Footnote    
(2) Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows for FY 2024. For all prior year adjustments, refer to the 2023 Proxy Statement.
 
 
 
 
 
 
 
 
 
FY 2024
 
 
 
 
PEO – Ms. Crevoiserat
 
 
Avg. non-PEO NEO
 
 
Summary Compensation table total for applicable year.
 
 
15,430,213
 
 
4,565,986
 
 
Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation table for the applicable year.
 
 
(10,323,117)
 
 
(2,462,632)
 
 
Increase based on ASC Topic 718 fair value of Awards granted during applicable year that remain unvested as of applicable year end, determined as of applicable year end. RSU values include RSUs attributable to reinvested dividend equivalents.
 
 
15,312,306
 
 
3,642,222
 
 
Increase based on ASC 718 Fair Value of Awards granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date.
 
 
—
 
 
—
 
 
 
 
 
 
 
 
 
 
FY 2024
 
 
 
 
PEO – Ms. Crevoiserat
 
 
Avg. non-PEO NEO
 
 
Increase/deduction for Awards granted in prior years that were outstanding and unvested as of applicable year end, determined based on change in ASC Topic 718 fair value from the prior year end to the applicable year end.
 
 
(1,003,786)
 
 
(151,847)
 
 
Increase/deduction for Awards granted in prior years that vested during the applicable year, determined based on change in ASC Topic 718 fair value from the prior year end to the vesting date.
 
 
(3,103,246)
 
 
(625,522)
 
 
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year.
 
 
—
 
 
—
 
 
Compensation Actually Paid
 
 
16,312,370
 
 
4,968,207
 
      
Compensation Actually Paid vs. Total Shareholder Return    
Pay versus Performance Relationship
See the Compensation Discussion & Analysis for a description of how the HR Committee assesses the relationship between executive compensation and performance.
The chart below provides a comparison between (i) the TSR of Tapestry and of the S&P Composite 1500 Apparel, Accessories & Luxury Goods Index assuming a fixed $100 initial investment on June 27, 2020 and reinvestment of dividends, and (ii) the compensation actually paid to our PEOs and the average compensation actually paid to our non-PEO NEOs for the fiscal years 2021, 2022, 2023, and 2024.
Because our TSR significantly outperformed the TSR of our industry index, and because LTI are the most significant element of pay for our PEO and our other NEOs, compensation actually paid is substantially higher than amounts reported in the Summary Compensation Table on a cumulative basis for fiscal years 2021, 2022, 2023, and 2024. While we are extremely pleased with our strong absolute and relative TSR performance over the last four years, we realize that there is no guarantee that our executives will actually realize the amounts reported below as compensation actually paid.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FY 2020
 
 
FY 2021
 
 
FY 2022
 
 
FY 2023
 
 
FY 2024
 
 
Tapestry TSR
 
 
$100
 
 
$339.92
 
 
$252.06
 
 
$361.01
 
 
$374.51
 
 
S&P Composite 1500 Apparel, Accessories & Luxury Goods Index
 
 
$100
 
 
$200.09
 
 
$122.52
 
 
$115.41
 
 
101.22
 
 
PEO Compensation Actually Paid - Zeitlin
 
 
 
 
$4,088,619
 
 
NA
 
 
NA
 
 
NA
 
 
PEO Compensation Actually Paid - Crevoiserat
 
 
 
 
$32,598,067
 
 
$8,274,188
 
 
$21,941,536
 
 
$16,312,370
 
 
Avg non-PEO NEO Compensation Actually Paid
 
 
 
 
$9,037,986
 
 
$2,782,806
 
 
$5,632,476
 
 
$4,968,207
 
      
Compensation Actually Paid vs. Net Income    
Pay versus Performance Relationship
See the Compensation Discussion & Analysis for a description of how the HR Committee assesses the relationship between executive compensation and performance.
The chart below provides a comparison between (i) Tapestry’s Net Income and (ii) compensation actually paid to our PEOs
and average compensation actually paid to our non-PEO NEOs for the fiscal years 2021, 2022, 2023 and 2024.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FY 2021
 
 
FY 2022
 
 
FY 2023
 
 
FY 2024
 
 
Net Income (in millions)
 
 
$834
 
 
$856
 
 
$936
 
 
$816
 
 
PEO Compensation Actually Paid - Zeitlin
 
 
$4,088,619
 
 
NA
 
 
NA
 
 
NA
 
 
PEO Compensation Actually Paid - Crevoiserat
 
 
$32,598,067
 
 
$8,274,188
 
 
$21,941,536
 
 
$16,312,370
 
 
Avg non-PEO NEO Compensation Actually Paid
 
 
$9,037,986
 
 
$2,782,806
 
 
$5,632,476
 
 
$4,968,207
 
      
Compensation Actually Paid vs. Company Selected Measure    
Pay versus Performance Relationship
See the Compensation Discussion & Analysis for a description of how the HR Committee assesses the relationship between executive compensation and performance.
The chart below provides a comparison between (i) Tapestry’s Net Sales and (ii) compensation actually paid to our PEOs and average compensation actually paid to our
non-PEO NEOs for the fiscal years 2021, 2022, 2023, and 2024.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FY 2021
 
 
FY 2022
 
 
FY 2023
 
 
FY 2024
 
 
Net Sales (in millions)
 
 
$5,746
 
 
$6,685
 
 
$6,661
 
 
$6,671
 
 
PEO Compensation Actually Paid - Zeitlin
 
 
$4,088,619
 
 
NA
 
 
NA
 
 
N/A
 
 
PEO Compensation Actually Paid - Crevoiserat
 
 
$32,598,067
 
 
$8,274,188
 
 
$21,941,536
 
 
$16,312,370
 
 
Avg non-PEO NEO Compensation Actually Paid
 
 
$9,037,986
 
 
$2,782,806
 
 
$5,632,476
 
 
$4,968,207
 
      
Total Shareholder Return Vs Peer Group    
Pay versus Performance Relationship
See the Compensation Discussion & Analysis for a description of how the HR Committee assesses the relationship between executive compensation and performance.
The chart below provides a comparison between (i) the TSR of Tapestry and of the S&P Composite 1500 Apparel, Accessories & Luxury Goods Index assuming a fixed $100 initial investment on June 27, 2020 and reinvestment of dividends, and (ii) the compensation actually paid to our PEOs and the average compensation actually paid to our non-PEO NEOs for the fiscal years 2021, 2022, 2023, and 2024.
Because our TSR significantly outperformed the TSR of our industry index, and because LTI are the most significant element of pay for our PEO and our other NEOs, compensation actually paid is substantially higher than amounts reported in the Summary Compensation Table on a cumulative basis for fiscal years 2021, 2022, 2023, and 2024. While we are extremely pleased with our strong absolute and relative TSR performance over the last four years, we realize that there is no guarantee that our executives will actually realize the amounts reported below as compensation actually paid.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FY 2020
 
 
FY 2021
 
 
FY 2022
 
 
FY 2023
 
 
FY 2024
 
 
Tapestry TSR
 
 
$100
 
 
$339.92
 
 
$252.06
 
 
$361.01
 
 
$374.51
 
 
S&P Composite 1500 Apparel, Accessories & Luxury Goods Index
 
 
$100
 
 
$200.09
 
 
$122.52
 
 
$115.41
 
 
101.22
 
 
PEO Compensation Actually Paid - Zeitlin
 
 
 
 
$4,088,619
 
 
NA
 
 
NA
 
 
NA
 
 
PEO Compensation Actually Paid - Crevoiserat
 
 
 
 
$32,598,067
 
 
$8,274,188
 
 
$21,941,536
 
 
$16,312,370
 
 
Avg non-PEO NEO Compensation Actually Paid
 
 
 
 
$9,037,986
 
 
$2,782,806
 
 
$5,632,476
 
 
$4,968,207
 
      
Tabular List, Table    
Performance Measures
The following performance measures are the most important used by the Company to link executive compensation actually paid to the NEOs to company performance during fiscal year 2024.
 
 
 
 
Company-selected performance measures
 
 
Net Sales
 
 
Operating Income
 
 
Gross Margin
 
 
Return on Invested Capital
 
 
Relative Total Shareholder Return
 
 
Equity, Inclusion and Diversity
 
 
 
 
      
Total Shareholder Return Amount     $ 375 361 252 340
Peer Group Total Shareholder Return Amount     101 115 123 200
Net Income (Loss)     $ 816,000,000 $ 936,000,000 $ 856,000,000 $ 834,000,000
Company Selected Measure Amount     6,671,000,000 6,661,000,000 6,685,000,000 5,746,000,000
PEO Name Jide Zeitlin Joanne Crevoiserat Joanne Crevoiserat Joanne Crevoiserat Joanne Crevoiserat  
Measure:: 1            
Pay vs Performance Disclosure            
Name     Net Sales      
Measure:: 2            
Pay vs Performance Disclosure            
Name     Operating Income      
Measure:: 3            
Pay vs Performance Disclosure            
Name     Gross Margin      
Measure:: 4            
Pay vs Performance Disclosure            
Name     Return on Invested Capital      
Measure:: 5            
Pay vs Performance Disclosure            
Name     Relative Total Shareholder Return      
Measure:: 6            
Pay vs Performance Disclosure            
Name     Equity, Inclusion and Diversity      
Joanne Crevoiserat [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount     $ 15,430,213 $ 14,489,503 $ 13,739,426 $ 12,548,591
PEO Actually Paid Compensation Amount     16,312,370 $ 21,941,536 $ 8,274,188 32,598,067
Jide Zeitlin [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount           90,078
PEO Actually Paid Compensation Amount           $ 4,088,619
PEO | Joanne Crevoiserat [Member] | Amounts Reported Under the "Stock Awards" and "Option Awards" Columns in the Summary Compensation Table for the Applicable Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (10,323,117)      
PEO | Joanne Crevoiserat [Member] | ASC Topic 718 Fair Value of Awards Granted During Applicable Year that Remain Unvested as of Applicable Year End, Determined as of Applicable Year End RSU Values Include Reinvested Dividend Equivalents [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     15,312,306      
PEO | Joanne Crevoiserat [Member] | ASC 718 Fair Value of Awards Granted During Applicable FY that Vested During Applicable FY, Determined as of Vesting Date [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     0      
PEO | Joanne Crevoiserat [Member] | Awards Granted in Prior Years that were Outstanding and Unvested as of Applicable Year End, Determined Based on Change in ASC Topic 718 Fair Value from the Prior Year End to the Applicable Year End [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (1,003,786)      
PEO | Joanne Crevoiserat [Member] | Awards Granted in Prior Years that Vested During the Applicable Year, Determined Based on Change in ASC Topic 718 Fair Value from the Prior Year End to the Vesting Date [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (3,103,246)      
PEO | Joanne Crevoiserat [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     0      
Non-PEO NEO | Amounts Reported Under the "Stock Awards" and "Option Awards" Columns in the Summary Compensation Table for the Applicable Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (2,462,632)      
Non-PEO NEO | ASC Topic 718 Fair Value of Awards Granted During Applicable Year that Remain Unvested as of Applicable Year End, Determined as of Applicable Year End RSU Values Include Reinvested Dividend Equivalents [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     3,642,222      
Non-PEO NEO | ASC 718 Fair Value of Awards Granted During Applicable FY that Vested During Applicable FY, Determined as of Vesting Date [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     0      
Non-PEO NEO | Awards Granted in Prior Years that were Outstanding and Unvested as of Applicable Year End, Determined Based on Change in ASC Topic 718 Fair Value from the Prior Year End to the Applicable Year End [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (151,847)      
Non-PEO NEO | Awards Granted in Prior Years that Vested During the Applicable Year, Determined Based on Change in ASC Topic 718 Fair Value from the Prior Year End to the Vesting Date [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (625,522)      
Non-PEO NEO | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     $ 0      
v3.24.3
Insider Trading Policies and Procedures
 12 Months Ended
Jun. 29, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
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