DEF 14A of Tapestry, Inc.
Filed Sep 25, 2026 · FY20260001116132-26-000024
OVERVIEW OF 2026 EXECUTIVE COMPENSATION
| NAME & PRINCIPAL POSITION | SALARY ($) | BONUS ($) | STOCK AWARDS ($) | OPTION AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | JOANNE CREVOISERAT | 1,440,385 | — | 23,906,536 | 2,750,223 | 5,800,000 | 89,341 | 33,986,485 | | Chief Executive Officer | | | | | | | | | SCOTT ROE | 975,000 | — | 3,238,679 | 1,000,071 | 2,632,500 | 63,511 | 7,909,761 | | Chief Financial Officer and Chief Operating Officer | | | | | | | | | TODD KAHN | 1,000,000 | — | 3,238,679 | 1,000,071 | 3,000,000 | 85,843 | 8,324,593 | | Chief Executive Officer and Brand President, Coach | | | | | | | | | DAVID HOWARD | 640,385 | — | 1,214,495 | 375,027 | 1,040,000 | 47,337 | 3,317,244 | | Chief Legal Officer and Secretary | | | | | | | | | DENISE KULIKOWSKY | 640,385 | — | 1,012,148 | 312,522 | 1,040,000 | 16,111 | 3,021,166 | | Chief People Officer | | | | | | | |
DIRECTOR COMPENSATION
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 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 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 RSUs, Ms. Long receives a cash payment equal to $200,000, representing the targeted fair market value of equity awards granted to the other independent directors, paid one year after the date of each annual meeting of stockholders at which she is elected, or re-elected, to the Board. Tapestry's Outside Director retainers in effect during fiscal year 2026 were as follows:
DIRECTOR COMPENSATION
| COMPENSATION ELEMENT | ANNUAL AMOUNT* ($) | | Basic annual retainer | 100,000 | | Annual equity grant value(1) | 200,000 | | 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 2026) | 30,000 | | Cash payment in lieu of annual equity grant for Annabelle Long | 200,000 |
DIRECTOR COMPENSATION
* Amounts shown reflect the full target value of the retainers for fiscal year 2026. (1)The annual equity grant to our independent directors is fixed at a fair market value of approximately $200,000, 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.
DIRECTOR COMPENSATION
| Tapestry 2026 Proxy Statement | 17 |
DIRECTOR COMPENSATION
From time to time, most recently in August 2026, the HR Committee's consultant evaluates the independent director compensation program and, as appropriate, the HR Committee may recommend changes to the independent director compensation program for consideration by the full Board. The 2026 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, both mid- and large-cap general industry survey data (companies across industries with revenues between $2.4 billion and $4.9 billion and $21.6 billion and $53.4 billion, respectively), from FW Cook’s 2025 Director Compensation Report. The study found that Tapestry’s current independent director compensation is positioned near the median of its peer group, supporting a decision to maintain current compensation levels.
2026 DIRECTOR COMPENSATION
2026 DIRECTOR COMPENSATION Compensation paid in fiscal year 2026 for each independent director is detailed below:
2026 DIRECTOR COMPENSATION
| NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS(1) ($) | ALL OTHER COMPENSATION(2) ($) | TOTAL ($) | | JOHN P. BILBREY(3) | 80,167 | — | — | 80,167 | | DARRELL CAVENS | 100,000 | 200,009 | 20,000 | 320,009 | | DAVID ELKINS | 113,417 | 200,009 | — | 313,426 | | HANNEKE FABER | 100,000 | 200,009 | 10,000 | 310,009 | | ANNE GATES | 325,000 | 200,009 | 8,000 | 533,009 | | THOMAS GRECO | 133,083 | 200,009 | — | 333,092 | | KEVIN HOURICAN | 100,000 | 200,009 | — | 300,009 | | ALAN LAU | 100,000 | 200,009 | — | 300,009 | | PAMELA LIFFORD | 100,000 | 200,009 | — | 300,009 | | ANNABELLE YU LONG(4) | 300,000 | — | — | 300,000 | | MATTHEW MADRIGAL(5) | 0 | 200,030 | — | 200,030 |
2026 DIRECTOR COMPENSATION
(1)Reflects the aggregate grant date fair value of all RSU awards, calculated according to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in calculating the grant-date fair value of these awards are described in footnote 2 to the Summary Compensation Table. As of June 27, 2026, the last day of fiscal year 2026, (i) each independent director held 2,002 unvested RSUs, except Ms. Long, who does not hold RSUs, Mr. Madrigal, who held 1,396 unvested RSUs granted in connection with his appointment award granted on April 6, 2026 and Mr. Bilbrey who did not stand for re-election at the 2025 annual meeting and does not have any outstanding unvested RSUs and (ii) the outstanding stock options held by the independent director were: Mr. Bilbrey 29,929; Mr. Cavens 58,282; Mr. Elkins 5,280; Ms. Faber 28,346; Ms. Gates 50,710; Mr. Greco 10,302; Mr. Hourican 5,280; and Ms. Lifford 28,764. No other independent director held outstanding stock options. (2)Amounts shown in “All Other Compensation” are matching charitable contributions under the Company’s Matching Gift program. (3)Mr. Bilbrey did not stand for re-election to the Tapestry Board of Directors in November 2025. Mr. Madrigal was appointed to the Tapestry Board of Directors in April 2026. (4)In addition to the basic annual retainer, Ms. Long received a cash payment in lieu of RSUs considering regulatory requirements related to equity compensation in China. (5)Mr. Madrigal received no cash compensation in fiscal year 2026, his cash compensation related to services rendered in April, May and June 2026 in the amount of $23,611, was paid in July 2026.
2026 DIRECTOR COMPENSATION
| 18 | Tapestry 2026 Proxy Statement |
2026 DIRECTOR COMPENSATION
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 2027 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 25, 2026.
2026 DIRECTOR COMPENSATION
| | The Board of Directors unanimously recommends that you vote “FOR” each of the below nominees for director. |
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| NAME | AGE | POSITION WITH TAPESTRY | | ANNE GATES | 66 | Independent Chair of the Board of Directors | | DARRELL CAVENS | 53 | Director | | JOANNE CREVOISERAT | 62 | Director and Chief Executive Officer | | DAVID ELKINS | 58 | Director | | JOHANNA (HANNEKE) FABER | 57 | Director | | THOMAS GRECO | 68 | Director | | KEVIN HOURICAN | 53 | Director | | ALAN LAU | 51 | Director | | PAMELA LIFFORD | 63 | Director | | ANNABELLE YU LONG | 53 | Director | | MATTHEW MADRIGAL | 50 | Director |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
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.
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| Tapestry 2026 Proxy Statement | 19 |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
While the selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, the GN Committee 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 meets all of these qualifications, as well as the individual qualifications presented in each of their biographies. 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.
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| EXPERIENCE | DARRELL CAVENS | JOANNE CREVOISERAT | DAVID ELKINS | HANNEKE FABER | ANNE GATES | THOMAS GRECO | KEVIN HOURICAN | ALAN LAU | PAMELA LIFFORD | ANNABELLE YU LONG | MATT MADRIGAL | TOTAL | | Operating Experience | | | | | | | | | | | | | | Prior Public Company Experience (directorships or executive officer) | l | l | l | l | l | l | l | | | l | l | 9 | | Executive Leadership | | | | | | | | | | | | | | Current Public Company CEO | | l | | l | | | l | | | | | 11 | | Former Public Company CEO | l | | | | | l | | | | | | | | Other Senior Executive | | | l | | l | | | l | l | l | l | | | Financial / Accounting Experience | | | | | | | | | | | | | | Financial Background (CFO, Treasurer, Accounting) | | l | l | | l | | | | | | | 10 | | Oversight Financial Functions / Other Significant Experience | l | l | l | l | l | l | l | l | l | l | | | | Investment Experience | l | | l | | | | | | | l | | | | Industry Experience | | | | | | | | | | | | | | Artificial Intelligence (A.I.) | n | n | l | l | l | n | n | l | l | | l | 10 | | Cyber / Information Security | l | n | n | n | l | n | n | n | | | n | 9 | | Entrepreneurial / Innovation | l | n | l | n | n | n | | l | l | n | l | 10 | | Global / International | n | n | l | l | n | n | l | l | l | n | l | 11 | | Human Capital Management | n | n | n | n | n | n | l | n | n | | l | 10 | | Industry (Retail / Consumer Products) | l | l | l | l | n | l | l | | l | n | l | 10 | | Marketing & Branding | n | n | n | l | n | l | n | l | l | | l | 10 | | Mergers & Acquisitions | l | l | l | n | l | n | l | l | | n | l | 10 | | Supply Chain / Manufacturing | n | n | l | n | n | n | l | | | | l | 8 | | Technology / Digital / E-commerce | n | n | l | n | n | n | l | l | n | n | l | 11 | | Corporate Responsibility | | | | | | | | | | | | | | Environmental | | n | l | n | l | n | n | | n | | n | 8 | | Social | | n | l | n | n | n | n | n | n | | n | 9 | | Governance | n | n | l | n | n | n | n | n | n | n | l | 11 |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| l | Direct Experience | n | Managing / Overseeing | l | Continuing Education |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| 20 | Tapestry 2026 Proxy Statement |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| | | | Proposal 1: Election of Directors | |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| | | | | | DARRELL CAVENS | | | | | | | | Age: 53 | Director since 2018 | Committees: Human Resources | | | Business Experience: •President of New Ventures, Qurate Retail Group, retired (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, Inc. (1999 – 2008) Qualifications: 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. Education: Mr. Cavens attended the University of Victoria. | | U.S. Public Board Memberships: Current Match Group, Inc. Previous (past five years) Big Sky Growth Partners, Inc. Other Experience and Community Involvement: •Hawaii Preparatory Academy •Vouched •Brooks Running |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| | | | | | JOANNE CREVOISERAT | | | | Chief Executive Officer and Director | | | | Age: 62 | Director since 2020 | | | 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 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 Qualifications: 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. Education: Ms. Crevoiserat is a summa cum laude graduate of the University of Connecticut with a Bachelor of Science. | | U.S. Public Board Memberships: Current General Motors Co. Other Experience and Community Involvement: •Partnership for New York City, Inc. •The Fashion Pact |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| Tapestry 2026 Proxy Statement | 21 |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| | | | | DAVID ELKINS | | | | | | Age: 58 | Director since 2024 | Committees: Audit (Chair); Governance and Nominations | | Business Experience: •Executive Vice President and Chief Financial Officer, Bristol Myers Squibb Co. (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 PLC (2001 – 2008) Qualifications: 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. Education: Mr. Elkins holds a Bachelor of Economics from the University of Delaware, an M.S. degree from the University of Pennsylvania, and an M.B.A. from Drexel University. | |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| 22 | Tapestry 2026 Proxy Statement |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| | | | Proposal 1: Election of Directors | |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| | | | | | HANNEKE FABER | | | | | | | | Age: 57 | Director since 2021 | 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, Unilever PLC (2019 – 2022); President Europe, Unilever PLC (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 Qualifications: Ms. Faber is qualified to serve as a director based on her experience as the chief executive officer of large global publicly-traded companies and her nearly 30 years of experience in technology, consumer goods and retail. Education: Ms. Faber holds a Bachelor of Journalism and Master of Business Administration from the University of Houston. | | U.S. Public Board Memberships: Current Logitech International S.A. |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| | | | | | ANNE GATES | | | | | | | | Age: 66 | Director since 2017 | Committees: Audit; Governance and Nominations (Chair) | | | 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 Qualifications: 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. Education: 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. | | U.S. Public Board Memberships: Current •The Kroger Company •Raymond James Financial, Inc. Other Experience and Community Involvement: •Packard Foundation •Save the Children •Salzburg Global Seminar •Public Media Group of Southern California PBS |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| Tapestry 2026 Proxy Statement | 23 |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| | | | | | THOMAS GRECO | | | | | | | | Age: 68 | Director since 2020 | Committees: Governance and Nominations; Human Resources (Chair) | | | Business Experience: •Chief Executive Officer, FleetPride, Inc. (July 2025 – Current) •Advance Auto Parts, Inc. (2016 – 2024) •Strategic Advisor at Advance Auto Parts, Inc. (2023 – 2024); Chief Executive Officer of Advance Auto Parts, Inc. (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) Qualifications: Mr. Greco is qualified to serve as a director based on his extensive leadership experience, including his experience as a chief executive officer, and his background in strategy, supply chain and logistics. Education: Mr. Greco holds a Bachelor of Commerce from Laurentian University in Sudbury, Ontario and a Master of Business Administration from the Richard Ivey School of Business in London, Ontario. | | U.S. Public Board Memberships: Current Wingstop Inc. Previous (past five years) •Centene Corporation •Advance Auto Parts, Inc. Other Experience and Community Involvement: American Heart Association |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| | | | | | KEVIN HOURICAN | | | | | | | | Age: 53 | Director since 2024 | Committees: Human Resources | | | Business Experience: •Chair of the Board and Chief Executive Officer, Sysco Corporation (February 2020 – Current) •Executive Vice President, CVS Health and President, CVS Pharmacy (2012 – 2020) •Senior Vice President and Regional Director of Stores, Macy’s, Inc. (2006 – 2012) Qualifications: 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. Education: Mr. Hourican holds an undergraduate degree in Economics and a Master of Supply Chain Management from The Pennsylvania State University. | | U.S. Public Board Memberships: Current Sysco Corporation Other Experience and Community Involvement: Greater Houston Partnership |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| 24 | Tapestry 2026 Proxy Statement |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| | | | Proposal 1: Election of Directors | |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| | | | | | ALAN LAU | | | | | | | | Age: 51 | Director since 2023 | Committees: Audit | | | Business Experience: •Chairman of GROW Digital Wealth (2026 – Current) •Chief Business Officer for Animoca Brands Corporation Ltd. (2022 – 2026) •Chairman and CEO of Tencent WeSure (2016 – 2022) •Various roles, most recent, Senior Partner; Asia head for McKinsey Digital (1997 – 2016) Qualifications: 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. Education: Mr. Lau holds a Master of Engineering from Oxford University. | | Other Experience and Community Involvement: •Vice-chair of M+ in Hong Kong •Co-chair of the Asia committees at both Tate and The Guggenheim |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| | | | | PAMELA LIFFORD | | | | | | Age: 63 | Director since 2020 | Committees: Human Resources | | Business Experience: •President, Global Brands, Franchises, and Experiences, Warner Bros. Discovery (2016 – 2023) •Executive Vice President, Global Licensing, Quiksilver (2013 – 2015) •Executive Vice President, General Manager Global Fashion/Home/Infant - Disney Consumer Products, The Walt Disney Company (2000 – 2012) Qualifications: Ms. Lifford is qualified to serve as a director based on her unique and proven abilities to create global lifestyle brands through successful collaborations and her extensive experience in retail and licensing. | |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| Tapestry 2026 Proxy Statement | 25 |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| | | | | | ANNABELLE YU LONG | | | | | | | | Age: 53 | Director since 2016 | | | 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) Qualifications: 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. Education: Ms. Long holds a Bachelor of Electrical Engineering from the University of Electronic Science and Technology in China and an MBA from Stanford Graduate School of Business | | U.S. Public Board Memberships: Current •The Estée Lauder Companies Inc. •Nio Inc. •LexinFintech Holdings Ltd. Other Experience and Community Involvement: •The Hongkong and Shanghai Banking Corporation Limited, Independent Director •Limon Media Limited, Independent Director •Governor of China Venture Capital and Private Equity Association |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| | | | | MATTHEW MADRIGAL | | | | | | Age: 50 | Director since 2026 | | Business Experience: •Pinterest (2024 – Current) •Chief Product and Technology Officer of Pinterest (2026 – Current); Chief Technology Officer of Pinterest Inc. (2024-2026) •Vice President and General Manager, Merchant Shopping at Google LLC (2020 – 2024) Qualifications: Mr. Madrigal is qualified to serve as a director based on his extensive experience in product management and technology leadership at large-scale digital platforms, including his expertise in leveraging technology to drive consumer engagement and e-commerce innovation. Education: Mr. Madrigal holds a Bachelor of Science from the University of California, Berkeley. | |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
| 26 | Tapestry 2026 Proxy Statement |
DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
This section should be read in conjunction with the Audit Committee Report presented below.
FISCAL YEAR 2026 KEY COMPENSATION ACTIONS
FISCAL YEAR 2026 KEY COMPENSATION ACTIONS As we entered fiscal year 2026, we maintained our executive compensation philosophy and pay-for-performance framework while making select enhancements to better align executive compensation with the market and our long-term strategic objectives. Consistent with our practice since fiscal year 2023, we did not provide automatic annual base salary increases for our executive officers. Instead, we continued to make focused compensation adjustments based on market benchmarking and individual circumstances. In fiscal year 2026, we approved increases to the salary, target annual incentive opportunities, and equity award opportunities of certain executive officers to better align their compensation with competitive market levels and reflect increased responsibilities. We revised our incentive design by eliminating the annual incentive plan modifier to focus exclusively on financial performance, thereby simplifying the plan and leveraging the impact between objectively measured operational excellence and earned bonuses. For our annual long-term incentive program, we increased the weighting of PRSUs from 40% to 50% of the annual LTI mix, resulting in a mix of 50% PRSUs, 25% stock options and 25% RSUs. In addition, beginning with the fiscal year 2026 PRSU awards, the sales metric will measure performance annually for each year of the three-year performance period based on formulaic annual growth goals set at the beginning of the three-year cycle, and the annual results will be averaged to determine the ultimate payout, if any. Collectively, these actions serve to further reinforce the alignment between executive compensation, Company performance and long-term stockholder value creation. We also enhanced our stock ownership guidelines to further strengthen alignment with stockholders and market practice. Among other changes, stock options no longer count toward satisfaction of the ownership requirements, and credit for unvested equity is limited to RSUs and PRSUs for which the applicable performance period has been completed. We also increased the CEO’s stock ownership requirement from 5x to 6x base salary.
FISCAL YEAR 2026 KEY COMPENSATION ACTIONS
Finally, as previously disclosed in our 2025 Proxy Statement, the HR Committee approved a one-time special equity award, with a grant value of $15 million, for Ms. Crevoiserat, Tapestry’s CEO. In approving the award, the HR Committee considered (i) Ms. Crevoiserat’s sustained high performance, strategic leadership and demonstrated record of creating stockholder value, (ii) the importance of ensuring her continued leadership, motivation and alignment as Tapestry executes its ambitious long-term growth strategy, and (iii) the importance of creating a runway for the Board to thoughtfully execute its long-term talent retention and succession planning objectives. To foster alignment with long-term stockholder value creation, the special award is structured as 100% equity-based, consisting of an equal mix of performance-based and time-based equity that is subject to cliff-vesting on the third anniversary of the grant date. The HR Committee and the independent members of the Board unanimously determined that granting the special award was in the best interest of the Company and its stockholders and that the amount and terms of the award support our human capital and broader financial and strategic objectives. The CEO special award is discussed in greater detail in this CD&A. In determining the $15 million grant date value, the Committee considered numerous factors including market precedent among similar companies with comparable talent and succession planning objectives, the value of the award and potential gains relative to our CEO’s currently outstanding awards and target annual award opportunity.
EXECUTIVE COMPENSATION PRACTICES
| | WHAT WE DO | | WHAT WE DON’T DO | | Pay for Performance. Stock Ownership Policy for NEOs. Double Trigger Equity Acceleration upon a Change-in-Control. Independent Compensation Consultant retained by HR Committee. Regular Review of Share Utilization with Burn Rate of .6% in fiscal year 2026. Maintain Clawback Policies that Apply to Both Section 16 officers and a Broader Group of Key Executives. Minimum Required Notice Period for voluntary resignations of NEOs. Balance of Short and Long-term Performance Metrics. Annual Say on Pay Vote. Regular Stockholder Outreach. | | No Excise Tax Gross-Ups Upon Change in Control. No Excessive Executive Perquisites. No Tax Gross-Ups on Perquisites or Benefits, other than Standard Relocation Costs. No Payment of Dividends on Unvested Long-term Incentives. No Repricing of Underwater Stock Options without Stockholder Approval. No Inclusion of Long-term Incentive Awards in Severance or Retirement Benefit Calculations. No Permitted Hedging, Short Sales or Derivative Transactions in Company stock. No Guaranteed or Automatic Annual Salary Increases for NEOs. No Fixed Term or Evergreen NEO Employment Agreements. | |
ELEMENTS OF COMPENSATION
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 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 2026 is provided in the next section, Fiscal Year 2026 Compensation.
ELEMENTS OF COMPENSATION
| 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. | | | | | | 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 Annual 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. | | | | |
CHIEF EXECUTIVE OFFICER FISCAL YEAR 2026⁽¹⁾
| | | | | | l | Salary | | | l | Annual Incentive | | | l | PRSUs | | | l | Stock Options | | | l | RSUs |
AVERAGE OF OTHER NEOs FISCAL YEAR 2026(¹⁾
| | | | | | l | Salary | | | l | Annual Incentive | | | l | PRSUs | | | l | Stock Options | | | l | RSUs |
AVERAGE OF OTHER NEOs FISCAL YEAR 2026(¹⁾
| FISCAL YEAR 2026 COMPENSATION PROGRAM HIGHLIGHTS | RATIONALE | | Made targeted compensation adjustments for certain NEOs, including increases to base salary, target AIP opportunities and annual equity award values. | To achieve closer alignment with competitive compensation levels for comparable roles within our executive compensation peer group, taking into account individual performance and contribution, and to reflect increased responsibilities. | | Eliminated the operational modifier under the AIP, returning the program to an exclusive focus on financial performance. | The HR Committee determined that the foundational elements of the Company’s human capital management program are well integrated into overall strategy and that growth and profit objectives should be the focus of the AIP program. | | Revised the PRSU sales metric to measure performance separately for each year of the three-year performance period. | Year-over-year sales growth goals reinforce sustained top-line growth throughout the performance period. Annual results are averaged to determine the ultimate payout, if any. | | Increased weight of PRSUs to 50% of annual LTI mix. | The fiscal year 2026 annual LTI mix consists of 50% PRSUs, 25% stock options and 25% RSUs, compared with 40% PRSUs, 40% stock options and 20% RSUs in fiscal year 2025. The increased performance-based weighting further aligns executive compensation with the Company’s long-term strategic objectives and stockholder value creation. | | Granted a one-time special equity award with a target value of $15 million (the “CEO Special Grant”) to Ms. Crevoiserat. | To support leadership continuity, motivation and alignment as Tapestry executes its long-term growth strategy and to provide the Board with an appropriate runway to execute its long-term talent retention and succession planning objectives. In approving the award, the HR Committee also considered Ms. Crevoiserat’s sustained high performance and strategic leadership and the reduced retention value of her annual equity awards following her eligibility for retirement treatment in November 2025. The award consists of an equal mix of PRSUs and RSUs, both subject to three-year cliff vesting that does not include enhanced treatment upon retirement. | | Enhanced the stock ownership guidelines by (i) excluding stock options from ownership calculations, limiting credit for unvested equity awards to RSUs and PRSUs with completed performance periods, and (ii) increasing the CEO stock ownership requirement from 5x to 6x base salary. | To further strengthen alignment with stockholders and more closely align the Company’s ownership requirements and methodology with market practice. |
BASE SALARY
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 role, their individual performance, business performance, labor market conditions, and with consideration of salary levels for similar positions at our peer companies. For our NEOs, salary increase recommendations are informed by a combination of individual performance and external market benchmarking, with the goal of maintaining competitive compensation levels. During fiscal year 2026, the following NEOs received salary increases:
ANNUAL INCENTIVE PLAN
ANNUAL INCENTIVE PLAN The Tapestry AIP rewards eligible employees, including NEOs, for achievement of key financial performance targets established by the HR Committee. The fiscal year 2026 financial measures were intended to incentivize and reward management for delivering results that prioritize sustainable brand health and drive TSR growth. The HR Committee sets rigorous financial performance measures, targets and incentive payout schedule for the AIP, taking into consideration prior fiscal year performance, desired financial performance levels in line with our annual operating plan, long-term strategic plan and general economic conditions, peer group practices and trends, guidance provided to investors and estimated industry growth rates. The fiscal year 2026 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. After the end of the fiscal year, the HR Committee certified performance results. Tapestry and the Coach brand both exceeded the maximum performance targets, resulting in payouts at the maximum level.
ANNUAL INCENTIVE PLAN
| FISCAL YEAR 2026 MEASURE | REASON FOR MEASURE | FISCAL YEAR 2026 WEIGHT | PERFORMANCE / PAYOUT CURVE | | Net Sales | Top drivers of P/E multiple expansion, leading to long-term TSR growth | 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 | | 35% | | | Operating Income | Core profitability measure driving increases in operating cash flow and a measure of brand health | 30% | |
ANNUAL INCENTIVE PLAN
| Tapestry 2026 Proxy Statement | 43 |
ANNUAL INCENTIVE PLAN
Fiscal year 2026 targets and actual results reflect the impact of constant currency and other financial adjustments approved by the HR Committee at the beginning of the performance period. Target performance for Operating income (excluding AIP $) and Gross Margin were planned 6% and 1% above prior year results, respectively. Incremental tariffs applicable to 2026 created a 10% headwind and 2% headwind to Operating Income and Gross Margin respectively, thereby resulting in a target Tapestry Operating Margin (4%) below prior year, a target Coach Operating Margin 1% above prior year and a target Tapestry and Coach Gross Margin (1%) below prior year. Fiscal Year 2026 actual results exceeded the maximum performance goals despite the inclusion of higher tariff rates. The performance goals were aligned with the Company’s ambitious multi-year Amplify strategy to drive long-term and sustainable revenue growth, and operating margin expansion, which facilitated the incremental cash to increase the return of capital to stockholders. 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 2026 threshold and maximum performance and payout values, the HR Committee considered several factors including the degree of difficulty in achieving each metric in the context of global macroeconomic conditions, uncertain trade environment and the expected industry growth rates. 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 2025. 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 $6.0 million under the AIP for any fiscal year. The fiscal year 2026 AIP components for each NEO are displayed below.
ANNUAL INCENTIVE PLAN
| | | | COMPONENT AND ITS WEIGHT AS A PERCENT OF EACH NEOS TARGET ANNUAL INCENTIVE | | | NAMED EXECUTIVE OFFICER | BUSINESS SEGMENT | TARGET ANNUAL INCENTIVE AS A % OF SALARY | TAPESTRY, INC. COMPONENT | BRAND COMPONENT | | JOANNE CREVOISERAT | Tapestry, Inc. | 200% | 100% | | | SCOTT ROE | Tapestry, Inc. | 135% | 100% | | | TODD KAHN | Coach | 150% | 40% | 60% | | DAVID HOWARD | Tapestry, Inc. | 80% | 100% | | | DENISE KULIKOWSKY | Tapestry, Inc. | 80% | 100% | |
ANNUAL INCENTIVE PLAN
The financial performance measures, target values established by the HR Committee, and the certified financial results for the fiscal year 2026 AIP appear below.
ANNUAL INCENTIVE PLAN
| 44 | Tapestry 2026 Proxy Statement |
ANNUAL INCENTIVE PLAN
| | | | Compensation Discussion and Analysis | |
Applied to All Named Executive Officers
| ($ IN MILLIONS) | WEIGHT | FISCAL YEAR 2025 RESULTS (1) | FISCAL YEAR 2026 AWARD TARGETS(2) (3) | | | FISCAL YEAR 2026 RESULTS(3) | PAYOUT AS A % OF TARGET INCENTIVE(2) | | | | | THRESHOLD | TARGET | MAXIMUM | | | | Net sales | 35% | $6,795.6 | $6,659.7 | $6,972.3 | $7,271.3 | $7,930.9 | 200.0% | | vs. prior year | | | | 3% | | 17% | | | Operating income (excluding AIP $) | 30% | $1,560.0 | $1,384.1 | $1,495.5 | $1,660.5 | $1,929.2 | 200.0% | | vs. prior year | | | | (4%) | | 24% | | | vs. prior year (excluding Tariffs) | | | | 6% | | 35% | | | Gross Margin | 35% | 75.4% | 73.9% | 74.2% | 74.9% | 75.3% | 200.0% | | vs. prior year | | | | (1%) | | —% | | | vs. prior year (excluding Tariffs) | | | | 1% | | 2% | | | Weighted average payout as a % of Target: | | | | | | | 200.0% |
Applied to Mr. Kahn
| ($ IN MILLIONS) | WEIGHT | FISCAL YEAR 2025 RESULTS (1) | FISCAL YEAR 2026 AWARD TARGETS(2) (3) | | | FISCAL YEAR 2026 RESULTS(3) | PAYOUT AS A % OF TARGET INCENTIVE(2) | | | | | THRESHOLD | TARGET | MAXIMUM | | | | Net sales | 35% | $5,598.5 | $5,654.5 | $5,878.4 | $6,158.3 | $6,860.0 | 200.0% | | vs. prior year | | | | 5% | | 23% | | | Operating income (excluding AIP $) | 30% | $1,941.5 | $1,886.0 | $1,965.2 | $2,148.1 | $2,459.3 | 200.0% | | vs. prior year | | | | 1% | | 27% | | | vs. prior year (excluding Tarrifs) | | | | 6% | | 34% | | | Gross Margin | 35% | 78.1% | 76.5% | 76.9% | 77.5% | 78.0% | 200.0% | | vs. prior year | | | | (1)% | | —% | | | vs. prior year (excluding Tarrifs) | | | | —% | | 2% | | | Weighted average payout as a % of Target: | | | | | Coach: | | 200.0% | | | | | | | Combined with Tapestry: | | 200.0% |
Applied to Mr. Kahn
(1)Fiscal year 2025 results reflect Non-GAAP financial figures in nominal currency excluding the Net Sales of the Stuart Weitzman Business. As a result, these will differ from the financial figures presented in the 2025 proxy statement, which were restated at FY24 FX rates. 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 2026 targets and actual results reflect the impact of constant currency and other financial adjustments approved by the HR Committee at the beginning of the performance period. Target performance for Operating income (excluding AIP $) and Gross Margin were operationally planned 6% and 1% above prior year results, respectively. Tariffs were a 10% headwind to Operating Income and a 2% headwind to Gross Margin, reflecting a Tapestry Operating Margin (4%) below prior year, a target Coach Operating Margin 1% above prior year and a Tapestry and Coach Gross Margin (1%) below prior year, with the inclusion of higher tariff rates. Fiscal Year 2026 actual results exceeded the maximum operational performance target even with the inclusion of higher tariff rates. See Appendix A for a reconciliation to results as reported under GAAP.
Applied to Mr. Kahn
| | | FINANCIAL PERFORMANCE (1) | | | TOTAL PERFORMANCE AND PAYOUT (1) | | | | | | [TAPESTRY WEIGHT * B] + [BRAND WEIGHT * C] | [A * D] | | NAMED EXECUTIVE OFFICER | TARGET ANNUAL INCENTIVE (2) (A) | TAPESTRY (2) (0% - 200%) (B) | BRAND (2) (0% - 200%) (C) | TOTAL TAPESTRY & BRAND (0% - 200%) (D) | ANNUAL INCENTIVE AWARD (3) (E) | | JOANNE CREVOISERAT | $2,900,000 | 200.0% | | 200.0% | $5,800,000 | | SCOTT ROE | $1,316,250 | 200.0% | | 200.0% | $2,632,500 | | TODD KAHN | $1,500,000 | 200.0% | 200.0% | 200.0% | $3,000,000 | | DAVID HOWARD | $520,000 | 200.0% | | 200.0% | $1,040,000 | | DENISE KULIKOWSKY | $520,000 | 200.0% | | 200.0% | $1,040,000 |
LONG-TERM INCENTIVE PLAN
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 NEOs’ interests with those of our stockholders, reward NEOs for enhancing stockholder value and support retention of key officers. NEOs’ 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 2026. 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.
LONG-TERM INCENTIVE PLAN
| 46 | Tapestry 2026 Proxy Statement |
LONG-TERM INCENTIVE PLAN
| | | | Compensation Discussion and Analysis | |
LONG-TERM INCENTIVE PLAN
The number of PRSUs, stock options and/or RSUs granted to an 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 2026, 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 0.6%. 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 2026 Long-Term Incentive Awards: In August 2025, the HR Committee granted the annual LTI awards to the NEOs. In addition, the HR Committee granted a one-time special award, the CEO Special Grant, to Ms. Crevoiserat.
ANNUAL LTI AWARDS
ANNUAL LTI AWARDS The annual LTI awards were determined based on median total compensation levels for NEOs within our industry, the competitive market for executive talent, each executive's performance, and the Company's executive compensation guidelines. The fiscal year 2026 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 drive durable growth and long-term value creation.
ANNUAL LTI AWARDS
| FISCAL YEAR 2026 MEASURE | REASON FOR MEASURE | FISCAL YEAR 2026 WEIGHT | PERFORMANCE / PAYOUT CURVE | | Sales (1) | 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. | | Return on Invested Capital (“ROIC”) (2) | Designed to measure how efficiently the Company manages its deployed capital. ROIC aligns closely with how the investment community views Tapestry | 33% | | | Relative TSR | Supports alignment of executive compensation and stockholder return outcomes | 33% | See below |
ANNUAL LTI AWARDS
(1)Beginning with the fiscal year 2026 long-term incentive award, the sales target is earned, if at all, based on our sales growth for each of the three years of the performance period. In August 2025, the HR Committee established the threshold, target and maximum sales goals for fiscal year 2026, and threshold, target and maximum sales growth rate goals for each of fiscal year 2027 and 2028. As a result, payouts for the second and third year of the performance period require sustained growth over the three-year period. The earned number of PRSUs is calculated by taking an average of the payout percentages achieved for each of the three years of the performance period. (2)The ROIC target is a three-year average. 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 were 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 are 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 chart outlines the PRSU Peer Group companies and describes the PRSU payout levels tied to relative performance.
ANNUAL LTI AWARDS
| Tapestry 2026 Proxy Statement | 47 |
ANNUAL LTI AWARDS
| Performance Peer Group for FY26-FY28 Relative TSR Measurement Criteria: S&P 1500 Composite and Euronext Indexes in Apparel, Accessories and Luxury Goods with less than $100 billion in market cap | | | | Adidas Burberry Capri Carter's Columbia Richemont Luxottica Fossil Group | G-III Apparel Group Hanesbrands Hugo Boss Kering Kontoor Moncler Movado Oxford | Pandora PVH Corp. Ralph Lauren Swatch Under Armour VF Vera Bradley |
ANNUAL LTI AWARDS
| FY26 - FY28 RELATIVE TSR PERFORMANCE / PAYOUT CURVE | | | | | | PRSU Payout: | No Payout | 30% | 100% | 200% | | rTSR: | Bottom Quartile | Threshold | Median | Top Quartile | | | 0 - 24% | 25% | 50% | 75 - 100% |
ANNUAL LTI AWARDS
The Company’s long-term strategic plan was a basis for the HR Committee in setting the financial performance targets for each measure, and the maximum and threshold performance goals and payout levels to establish a clear performance standard. For maximum performance, 200% of the target number of stock units can be earned, and for threshold performance, 30% of the target number of stock units can be earned. The specific annual sales growth and average ROIC targets and corresponding achievement levels will be disclosed at the end of the performance period because we believe advance disclosure would be competitively harmful.
ANNUAL LTI AWARDS
| 48 | Tapestry 2026 Proxy Statement |
ANNUAL LTI AWARDS
| | | | Compensation Discussion and Analysis | |
ANNUAL LTI AWARDS
The following table presents the HR Committee’s approved target values for annual equity awards granted to the NEOs and the corresponding number of shares granted in fiscal year 2026:
ANNUAL LTI AWARDS
| NAMED EXECUTIVE OFFICER | FY26 LONG-TERM INCENTIVE AWARDS(1) | | | | | | TOTAL | | | STOCK OPTIONS | | TARGET PRSUs | | RSUs | | | | | SHARES | GRANT VALUE ($) | SHARES | GRANT VALUE ($) | SHARES | GRANT VALUE ($) | GRANT VALUE ($) | | JOANNE CREVOISERAT | 74,836 | 2,750,000 | 55,050 | 5,500,000 | 27,525 | 2,750,000 | 11,000,000 | | SCOTT ROE | 27,213 | 1,000,000 | 20,018 | 2,000,000 | 10,009 | 1,000,000 | 4,000,000 | | TODD KAHN | 27,213 | 1,000,000 | 20,018 | 2,000,000 | 10,009 | 1,000,000 | 4,000,000 | | DAVID HOWARD | 10,205 | 375,000 | 7,507 | 750,000 | 3,753 | 375,000 | 1,500,000 | | DENISE KULIKOWSKY | 8,504 | 312,500 | 6,256 | 625,000 | 3,128 | 312,500 | 1,250,000 |
ANNUAL LTI AWARDS
(1)While the table above summarizes how the HR Committee viewed its annual target and special 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.
CEO SPECIAL GRANT
CEO SPECIAL GRANT As disclosed in last year’s CD&A, the CEO Special Grant is intended to support leadership continuity and incentivize Ms. Crevoiserat to continue delivering durable growth and long-term stockholder value creation as Tapestry executes its strategic priorities. The award also supports the Board’s long-term talent retention and succession planning objectives by helping ensure continuity of leadership over an important period for the Company. In approving the CEO Special Grant, the HR Committee considered Ms. Crevoiserat’s sustained high performance, strategic leadership and demonstrated record of creating stockholder value. The HR Committee also considered the reduced retentive value of Ms. Crevoiserat’s regular annual equity awards following her eligibility for retirement treatment in November 2025 upon reaching age 62 with more than five years of service. Against this backdrop, the HR Committee determined that a separate, long-term equity award with meaningful continued-service requirements was appropriate to reinforce retention, motivation and alignment with stockholders. The HR Committee approved the CEO Special Grant following extensive market analysis and consideration of numerous internal factors, including Ms. Crevoiserat’s performance and leadership, the Company’s long-term growth objectives, leadership retention and succession planning. In determining the $15 million grant date value, the Committee considered numerous factors including market precedent among similar companies with comparable talent and succession planning objectives, the value of the award and potential gains relative to our CEO’s currently outstanding awards and target annual award opportunity. The Committee was assisted by its independent compensation consultant and engaged with the full Board in finalizing the award terms. The HR Committee and the independent members of the Board unanimously determined that the award, including its size, performance conditions and retention features, was in the best interests of the Company. As a one-time award, the CEO Special Grant is not part of Ms. Crevoiserat’s regular annual compensation. The CEO Special Grant has a target value of $15 million and is equally weighted between performance-based PRSUs and time-based RSUs, both of which cliff-vest on the third anniversary of the grant date. The award is subject to continued-service conditions that are more restrictive than those applicable to the Company’s standard equity awards. In particular, the award is forfeited in its entirety if Ms. Crevoiserat retires during the vesting period. The number of shares earned under the PRSU component of the CEO Special Grant is based on a fiscal year 2028 adjusted EPS target of $6.70. In establishing this target, the HR Committee considered the Company's fiscal year 2025 adjusted EPS of $5.10, which represented the most recently completed fiscal year baseline when the award was granted, as well as the Company's long-term financial objectives presented at its September 2025 Investor Day. The $6.70 target represented more than 30% cumulative growth in adjusted EPS over the three-year performance period. The target aligned the incentives with the earnings growth underlying the Company's objective of delivering top-tier total shareholder returns. The Committee determined that the target was rigorous and appropriately ambitious, requiring sustained revenue growth, continued margin expansion and disciplined execution.
CEO SPECIAL GRANT
| NAMED EXECUTIVE OFFICER | FY26 CEO SPECIAL GRANT (1) | | | | | | | TARGET PRSUs | | RSUs | | TOTAL | | | SHARES | GRANT VALUE ($) | SHARES | GRANT VALUE ($) | GRANT VALUE ($) | | JOANNE CREVOISERAT | 75,068 | 7,500,000 | 75,068 | 7,500,000 | 15,000,000 |
CEO SPECIAL GRANT
(1)While the tables above summarize how the HR Committee viewed its annual target and special 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. Completed Performance Period: After the close of the fiscal year 2026, the HR Committee certified the results for the following performance-based LTI award: FY24 - 26 Annual PRSU: This award had Tapestry performance metrics and multi-year goals of cumulative sales, average ROIC and relative TSR for the FY24 - 26 performance period. Financial results for the three-year period were significantly above target and 173.8% of the target shares were earned.
GRANT DATE: AUGUST 21, 2023
| PERFORMANCE PERIOD: | PERFORMANCE MEASURES AND WEIGHTS | | PERFORMANCE REQUIREMENTS(1) (2) | | | RESULT(2) | | WEIGHTED PAYOUT AS A % OF TARGET | | | | | THRESHOLD | TARGET | MAXIMUM | | | | | Fiscal Years 2024 - 2026 | 3- year Cumulative Sales Total Tapestry, Inc. | 33% | $18,885 | $20,861 | $22,838 | $21,672 | 103.9% | 45.6% | | Fiscal Years 2024 - 2026 | 3-year Average Return on Capital (ROIC) Total Tapestry, Inc. | 33% | 24.3% | 27.1% | 30.8% | 30.1% | 111.1% | 61.5% | | August 21, 2023 - August 21, 2026 | 3-year Relative Total Shareholder Return (rTSR) Total Tapestry, Inc. | 33% | 25% | 50% | 75-100% | 200% | Top Quartile | 66.7% | | Weighted average payout as a % of Target: | | | | | | | | 173.8% |
GRANT DATE: AUGUST 21, 2023
(1)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. (2)Fiscal year 2024 - 2026 targets and results reflect non-GAAP financial figures. See Appendix A for a reconciliation to results as reported under GAAP. Shares Earned: The following table displays the number of shares of common stock each NEO earned from the FY24-26 Annual PRSUs which were distributed in August 2026.
DEVELOPMENTS FOR FISCAL YEAR 2027
| KEY FISCAL YEAR 2027 DEVELOPMENTS | RATIONALE | | Competitive adjustments to salary, AIP and equity grants levels were made to certain NEOs. | To achieve closer alignment with competitive total compensation levels for comparable roles within our executive compensation peer group and, where applicable, to recognize individual and business performance. |
OTHER COMPENSATION AND BENEFIT ELEMENTS
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”)); •relocation payments and reimbursements under the Company’s policies covering moving expenses for employees who must relocate as part of their employment at Tapestry; and •Tapestry CEO executive medical benefits and Tapestry CEO and CEO and Brand President, Coach travel benefits included in the “All Other Compensation” column of the Summary Compensation Table and in the related footnote. 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.
ROLES AND RESPONSIBILITIES
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 2026, the Committee retained the independent consulting firm FW Cook to provide advice and recommendations on executive compensation. FW Cook reported directly to the HR Committee and received input from management at the Committee’s direction. FW Cook did not provide additional services to Tapestry or its affiliates during fiscal year 2026. After evaluating factors outlined in NYSE listing standards and Rule 10C-1(b)(4) of the Exchange Act, the Committee confirmed FW Cook’s independence and found no conflicts of interest. Throughout fiscal year 2026, FW Cook attended HR Committee meetings, met with members without management present, and advised on matters including peer group compensation practices, new hire packages, investor perspectives, and AIP measures and long-term incentive measures. The consultant reviewed materials prepared by management and provided independent analyses and recommendations, which the Committee considered in its decision-making. FW Cook reviewed and commented on materials prepared by management and also presented the HR Committee with their own analyses and recommendations. The HR Committee considered FW Cook's advice in its decision-making on the compensation actions described in the sections Executive Summary and Fiscal Year 2026 Compensation. Typically, the CEO and other members of management work with the HR Committee Chair and the engaged compensation consultant 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 the compensation consultant 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 an 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.
PEER GROUP AND COMPETITIVE ASSESSMENT OF COMPENSATION
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 May 2025 and will be revisited in fiscal year 2027. The peer group used during fiscal year 2026 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.
PEER GROUP AND COMPETITIVE ASSESSMENT OF COMPENSATION
| COMPANY NAME | SUB-INDUSTRY (AS DEFINED BY GICS CODES) | REVENUE(1) | MARKET VALUATION AS OF 6/27/2026(2) | | Compagnie Financière Richemont SA(3) | Apparel, Accessories and Luxury Goods | $25,850 | $135,982 | | The Gap, Inc. | Apparel Retail | $15,366 | $7,275 | | The Estée Lauder Companies Inc. | Personal Care Products | $15,049 | $29,139 | | Lululemon Athletica Inc. | Apparel, Accessories and Luxury Goods | $11,103 | $13,351 | | V.F. Corporation | Apparel, Accessories and Luxury Goods | $9,605 | $6,815 | | PVH Corp. | Apparel, Accessories and Luxury Goods | $8,950 | $3,430 | | Ralph Lauren Corporation | Apparel, Accessories and Luxury Goods | $8,115 | $24,471 | | Tapestry, Inc. | Apparel, Accessories and Luxury Goods | $8,004 | $29,499 | | Williams-Sonoma, Inc. | Homefurnishing Retail | $7,807 | $28,164 | | Victoria's Secret & Co. | Apparel Retail | $6,553 | $7,035 | | Levi Strauss & Co. | Apparel, Accessories and Luxury Goods | $6,282 | $9,438 | | Urban Outfitters, Inc. | Apparel Retail | $6,165 | $6,298 | | Coty Inc. | Personal Care Products | $5,807 | $1,690 | | American Eagle Outfitters, Inc. | Apparel Retail | $5,547 | $2,996 | | Under Armour, Inc. | Apparel, Accessories and Luxury Goods | $4,966 | $2,635 | | Capri Holdings Limited | Apparel, Accessories and Luxury Goods | $3,474 | $2,225 | | Tapestry, Inc. Percentile Rank | | 54th | 92nd |
PEER GROUP AND COMPETITIVE ASSESSMENT OF COMPENSATION
(1)As reported in each company’s Form 10-K for the most recent fiscal year (in millions). (2)As reported by S&P Capital IQ (in millions). (3)Revenue was converted to U.S. dollars (US$) based on the average exchange rate for the fiscal year ending 3/31/26. Market valuation was converted to US$ based on the exchange rate as of 6/27/2026.
PEER GROUP AND COMPETITIVE ASSESSMENT OF COMPENSATION
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PEER GROUP AND COMPETITIVE ASSESSMENT OF COMPENSATION
| | | | Compensation Discussion and Analysis | |
IMPACT OF ACCOUNTING AND TAX TREATMENT
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 2026 compensation programs, the HR Committee, together with its independent compensation consultant, FW Cook, 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 incentive compensation clawback policies. 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.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| NAME & PRINCIPAL POSITION | FISCAL YEAR | SALARY(1) ($) | BONUS ($) | STOCK AWARDS(2) ($) | OPTION AWARDS(3) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(4) ($) | ALL OTHER COMPENSATION(5) ($) | TOTAL ($) | | JOANNE CREVOISERAT | 2026 | 1,440,385 | — | 23,906,536 | 2,750,223 | 5,800,000 | 89,341 | 33,986,485 | | Chief Executive Officer | | | | | | | | | | | 2025 | 1,400,000 | — | 6,573,679 | 3,999,999 | 5,303,200 | 63,471 | 17,340,349 | | | 2024 | 1,390,385 | — | 6,323,364 | 3,999,753 | 3,654,000 | 62,711 | 15,430,213 | | SCOTT ROE | 2026 | 975,000 | — | 3,238,679 | 1,000,071 | 2,632,500 | 63,511 | 7,909,761 | | Chief Financial Officer and Chief Operating Officer | | | | | | | | | | | 2025 | 975,000 | — | 2,465,129 | 1,499,996 | 2,308,313 | 61,311 | 7,309,749 | | | 2024 | 965,385 | — | 2,371,288 | 1,499,903 | 1,590,469 | 78,033 | 6,505,078 | | TODD KAHN | 2026 | 1,000,000 | — | 3,238,679 | 1,000,071 | 3,000,000 | 85,843 | 8,324,593 | | Chief Executive Officer and Brand President, Coach | | | | | | | | | | | 2025 | 1,000,000 | — | 1,972,110 | 1,199,992 | 2,937,000 | 85,611 | 7,194,713 | | | 2024 | 990,385 | — | 1,896,988 | 1,199,925 | 1,875,000 | 62,467 | 6,024,765 | | DAVID HOWARD | 2026 | 640,385 | — | 1,214,495 | 375,027 | 1,040,000 | 47,337 | 3,317,244 | | Chief Legal Officer and Secretary | | | | | | | | | | | 2025 | 600,000 | — | 1,321,692 | 499,994 | 795,480 | 40,736 | 3,257,902 | | | 2024 | 595,192 | — | 1,040,456 | 499,967 | 548,100 | 34,188 | 2,717,903 | | DENISE KULIKOWSKY(6) | 2026 | 640,385 | — | 1,012,148 | 312,522 | 1,040,000 | 16,111 | 3,021,166 | | Chief People Officer | 2025 | 600,000 | — | 714,454 | 333,339 | 795,480 | 14,911 | 2,458,184 |
SUMMARY COMPENSATION TABLE
(1)Salary amounts reflect the actual base salary payments made in fiscal years 2026, 2025 and 2024. (2)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 2026 PRSU under FASB ASC Topic 718, 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 111.9% of the market value of the underlying shares on the grant date. The grant date fair values for awards granted during fiscal year 2026 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 $6,156,425; at the maximum achievement level, the total fair value would be $12,312,850. The special PRSUs have a grant date fair value of $7,500,044; at the maximum achievement level, the total fair value would be $15,000,088. •For Mr. Roe, annual RSUs and PRSUs (assuming target performance for the PRSUs). The annual PRSUs have a grant date fair value of $2,238,680; at the maximum achievement level, the total fair value would be $4,477,359. •For Mr. Kahn, annual RSUs and PRSUs (assuming target performance for the PRSUs). The annual PRSUs have a grant date fair value of $2,238,680; at the maximum achievement level, the total fair value would be $4,477,359.
SUMMARY COMPENSATION TABLE
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SUMMARY COMPENSATION TABLE
•For Mr. Howard, annual RSUs and PRSUs (assuming target performance for the PRSUs). The annual PRSUs have a grant date fair value of $839,533; at the maximum achievement level, the total fair value would be $1,679,066. •For Ms. Kulikowsky, annual RSUs and PRSUs (assuming target performance for the PRSUs). The Annual PRSUs have a grant date fair value of $699,629; at the maximum achievement level, the total fair value would be $1,399,259. The amounts for fiscal years 2025 and 2024 are described in the similar sections of our fiscal year 2025 and 2024 proxy statements. (3)Reflects the aggregate grant date fair value of all stock options granted in fiscal year 2026. The weighted-average assumptions used in calculating the grant date fair value of option awards are shown in the table below. The applicable weighted average assumptions for fiscal years 2025 and 2024 are described in Note 7, “Share-Based Compensation” of Tapestry’s Annual Report on Form 10-K for fiscal year ended June 27, 2026.
SUMMARY COMPENSATION TABLE
| | STOCK OPTION | | Expected Term (years) | 5.0 | | Expected Volatility | 41.5% | | Risk-free Interest Rate | 3.9% | | Dividend Yield | 1.4% |
SUMMARY COMPENSATION TABLE
(4)Amounts in this column reflect compensation earned under the AIP for the years shown. The amounts for fiscal year 2026 are described in detail in the section titled Compensation Discussion and Analysis—Fiscal Year 2026 Compensation—Annual Incentive Plan. The AIP and the amounts for fiscal years 2025 and 2024 are described in the applicable sections of our 2025 and 2024 proxy statements. (5)“All Other Compensation” includes the following amounts for the years shown:
SUMMARY COMPENSATION TABLE
| NAME & PRINCIPAL POSITION | FISCAL YEAR | COMPANY CONTRIBUTIONS TO QUALIFIED DEFINED CONTRIBUTION PLANS ($) | COMPANY CONTRIBUTIONS TO NON-QUALIFIED DEFINED CONTRIBUTION PLANS ($) | LIFE INSURANCE PREMIUMS ($) | OTHER(A) ($) | | JOANNE CREVOISERAT | 2026 | 14,400 | 46,000 | 396 | 28,545 | | Chief Executive Officer | 2025 | 14,000 | 46,200 | 396 | 2,875 | | | 2024 | 14,800 | 46,800 | 396 | 715 | | SCOTT ROE | 2026 | 14,400 | 46,000 | 396 | 2,715 | | Chief Financial Officer and Chief Operating Officer | 2025 | 14,000 | 46,200 | 396 | 715 | | | 2024 | 14,800 | 43,842 | 396 | 18,995 | | TODD KAHN | 2026 | 12,587 | 46,000 | 396 | 26,860 | | Chief Executive Officer and Brand President, Coach | 2025 | 13,965 | 46,200 | 396 | 25,050 | | | 2024 | 14,556 | 46,800 | 396 | 715 | | DAVID HOWARD | 2026 | 14,000 | 27,056 | 396 | 5,885 | | Chief Legal Officer and Secretary | 2025 | 16,240 | 19,610 | 396 | 4,490 | | | 2024 | 13,400 | 14,087 | 396 | 6,305 | | DENISE KULIKOWSKY | 2026 | 15,000 | — | 396 | 715 | | Chief People Officer | 2025 | 13,800 | — | 396 | 715 |
SUMMARY COMPENSATION TABLE
(A)Fiscal year 2026 amounts shown include: •Long-term disability insurance premium of $715 for Mses. Crevoiserat and Kulikowsky and Messrs. Roe, Kahn and Howard. •Company matching charitable contributions under the Company’s Matching Gift program of $8,000 for Ms. Crevoiserat, $2,000 for Mr. Roe, $5,150 for Mr. Kahn and $5,170 for Mr. Howard. •For Ms. Crevoiserat and Mr. Kahn, this amount reflects the value of personal transportation provided by Tapestry and, in the case of Ms. Crevoiserat, an executive physical and medical concierge service. During fiscal year 2026, Tapestry provided benefits valued at $19,830 for Ms. Crevoiserat ($8,380 for transportation and $11,450 for medical services) and $20,996 for Mr. Kahn (transportation). Ms. Crevoiserat and Mr. Kahn were responsible for all taxes associated with these benefits. •The amounts for fiscal years 2025 and 2024 are described in the applicable sections of our 2025 and 2024 proxy statements. (6)Ms. Kulikowsky was not a Named Executive Officer in fiscal year 2024.
SUMMARY COMPENSATION TABLE
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SUMMARY COMPENSATION TABLE
| | | | Executive Compensation | |
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
| NAME & PRINCIPAL POSITION | AWARD TYPE | GRANT DATE | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED POSSIBLE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS(3) ($/SHARE) | CLOSING MARKET PRICE ON GRANT DATE ($/SHARE) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(4) ($) | | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | | JOANNE CREVOISERAT | Annual incentive | | 870,000 | 2,900,000 | 5,800,000 | | | | | | | | | | Chief Executive Officer | Annual stock option grant | 8/18/2025 | | | | | | | | 74,836 | 99.91 | 99.91 | 2,750,223 | | | Annual RSU grant | 8/18/2025 | | | | | | | 27,525 | | | 99.91 | 2,750,023 | | | Special RSU Grant | 8/18/2025 | | | | | | | 75,068 | | | 99.91 | 7,500,044 | | | Annual Performance RSU grant | 8/18/2025 | | | | 16,515 | 55,050 | 110,100 | | | | 99.91 | 6,156,425 | | | Special Performance RSU grant | 8/18/2025 | | | | 22,520 | 75,068 | 150,136 | | | | 99.91 | 7,500,044 | | SCOTT ROE | Annual incentive | | 394,875 | 1,316,250 | 2,632,500 | | | | | | | | | | Chief Financial Officer and Chief Operating Officer | Annual stock option grant | 8/18/2025 | | | | | | | | 27,213 | 99.91 | 99.91 | 1,000,071 | | | Annual RSU grant | 8/18/2025 | | | | | | | 10,009 | | | 99.91 | 999,999 | | | Annual Performance RSU grant | 8/18/2025 | | | | 6,005 | 20,018 | 40,036 | | | | 99.91 | 2,238,680 | | TODD KAHN | Annual incentive | | 450,000 | 1,500,000 | 3,000,000 | | | | | | | | | | Chief Executive Officer and Brand President, Coach | Annual stock option grant | 8/18/2025 | | | | | | | | 27,213 | 99.91 | 99.91 | 1,000,071 | | | Annual RSU grant | 8/18/2025 | | | | | | | 10,009 | | | 99.91 | 999,999 | | | Annual Performance RSU grant | 8/18/2025 | | | | 6,005 | 20,018 | 40,036 | | | | 99.91 | 2,238,680 | | DAVID HOWARD | Annual incentive | | 156,000 | 520,000 | 1,040,000 | | | | | | | | | | Chief Legal Officer and Secretary | Annual stock option grant | 8/18/2025 | | | | | | | | 10,205 | 99.91 | 99.91 | 375,027 | | | Annual RSU grant | 8/18/2025 | | | | | | | 3,753 | | | 99.91 | 374,962 | | | Annual Performance RSU grant | 8/18/2025 | | | | 2,252 | 7,507 | 15,014 | | | | 99.91 | 839,533 | | DENISE KULIKOWSKY | Annual incentive | | 156,000 | 520,000 | 1,040,000 | | | | | | | | | | Chief People Officer | Annual stock option grant | 8/18/2025 | | | | | | | | 8,504 | 99.91 | 99.91 | 312,522 | | | Annual RSU grant | 8/18/2025 | | | | | | | 3,128 | | | 99.91 | 312,518 | | | Annual Performance RSU grant | 8/18/2025 | | | | 1,877 | 6,256 | 12,512 | | | | 99.91 | 699,629 |
GRANTS OF PLAN-BASED AWARDS
(1)These columns represent the range of possible cash payouts for fiscal year 2026 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 2026 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 2026. 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 2026 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 2026. For RSU grants, the grant date fair value is calculated using the closing price of Tapestry common stock on the grant date and for stock options, the grant date fair value is calculated using the Black-Scholes value as of the grant date. For the PRSU grants, under FASB ASC Topic 718 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 111.9% 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 3 to the Summary Compensation Table. Annual stock options and annual RSUs vest 25% per year over four years; annual PRSUs and the Special Performance RSU vest 100% after completion of the three-year performance period; the special RSU vests 100% after three years
GRANTS OF PLAN-BASED AWARDS
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2026
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2026
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2026
| | OPTION AWARDS | | | | | STOCK AWARDS | | | | | | NAME & PRINCIPAL POSITION | 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 | 71,541(1) | — | 8/19/2019 | 20.97 | 8/19/2029 | | | | | | | Chief Executive Officer | 60,583(1) | — | 8/17/2020 | 15.83 | 8/17/2030 | | | | | | | | 141,535(1) | — | 11/2/2020 | 23.63 | 11/2/2030 | | | | | | | | 171,858(1) | — | 8/23/2021 | 42.31 | 8/23/2031 | | | | | | | | 250,104(1) | 83,368(1) | 8/22/2022 | 35.41 | 8/22/2032 | | | | | | | | 190,329(1) | 190,328(1) | 8/21/2023 | 33.81 | 8/21/2033 | | | | | | | | 82,919(1) | 248,756(1) | 8/19/2024 | 40.58 | 8/19/2034 | | | | | | | | — | 74,836(1) | 8/18/2025 | 99.91 | 8/18/2035 | | | | | | | | | | | | | 15,672(c) | 8/22/2022 | 2,288,100 | | | | | | | | | | 31,780(c) | 8/21/2023 | 4,639,834 | | | | | | | | | | 38,266(c) | 8/19/2024 | 5,586,767 | | | | | | | | | | 27,869(c) | 8/18/2025 | 4,068,845 | | | | | | | | | | 76,006(d) | 8/18/2025 | 11,096,822 | | | | | | | | | | | 8/21/2023 | | 220,939(f) | 32,257,141 | | | | | | | | | 8/19/2024 | | 204,086(g) | 29,796,498 | | | | | | | | | 8/18/2025 | | 111,475(g) | 16,275,379 | | | | | | | | | 8/18/2025 | | 152,011(h) | 22,193,640 | | SCOTT ROE | — | 27,094(1) | 8/22/2022 | 35.41 | 8/22/2032 | | | | | | | Chief Financial Officer and Chief Operating Officer | — | 71,372(1) | 8/21/2023 | 33.81 | 8/21/2033 | | | | | | | | — | 93,283(1) | 8/19/2024 | 40.58 | 8/19/2034 | | | | | | | | — | 27,213(1) | 8/18/2025 | 99.91 | 8/18/2035 | | | | | | | | | | | | | 5,094(c) | 8/22/2022 | 743,678 | | | | | | | | | | 11,918(c) | 8/21/2023 | 1,739,960 | | | | | | | | | | 14,350(c) | 8/19/2024 | 2,095,094 | | | | | | | | | | 10,134(c) | 8/18/2025 | 1,479,566 | | | | | | | | | | | 8/21/2023 | | 82,853(f) | 12,096,565 | | | | | | | | | 8/19/2024 | | 76,532(g) | 11,173,649 | | | | | | | | | 8/18/2025 | | 40,536(g) | 5,918,266 | | TODD KAHN | 62,526(1) | 20,842(1) | 8/22/2022 | 35.41 | 8/22/2032 | | | | | | | Chief Executive Officer and Brand President, Coach | 57,099(1) | 57,098(1) | 8/21/2023 | 33.81 | 8/21/2033 | | | | | | | | 24,876(1) | 74,626(1) | 8/19/2024 | 40.58 | 8/19/2034 | | | | | | | | — | 27,213(1) | 8/18/2025 | 99.91 | 8/18/2035 | | | | | | | | | | | | | 3,918(c) | 8/22/2022 | 572,063 | | | | | | | | | | 9,533(c) | 8/21/2023 | 1,391,845 | | | | | | | | | | 11,481(c) | 8/19/2024 | 1,676,165 | | | | | | | | | | 10,134(c) | 8/18/2025 | 1,479,566 | | | | | | | | | | | 8/21/2023 | | 66,281(f) | 9,677,033 | | | | | | | | | 8/19/2024 | | 61,225(g) | 8,938,859 | | | | | | | | | 8/18/2025 | | 40,536(g) | 5,918,266 | | DAVID HOWARD | — | 8,336(1) | 8/22/2022 | 35.41 | 8/22/2032 | | | | | | | Chief Legal Officer and Secretary | — | 23,790(1) | 8/21/2023 | 33.81 | 8/21/2033 | | | | | | | | — | 31,094(1) | 8/19/2024 | 40.58 | 8/19/2034 | | | | | | | | — | 10,205(1) | 8/18/2025 | 99.91 | 8/18/2035 | | | | | | | | | | | | | 3,135(c) | 8/22/2022 | 457,655 | | | | | | | | | | 7,946(c) | 8/21/2023 | 1,160,072 | | | | | | | | | | 6,378(c) | 8/19/2024 | 931,188 | | | | | | | | | | 9,566(d) | 8/19/2024 | 1,396,580 | | | | | | | | | | 3,800(c) | 8/18/2025 | 554,782 | | | | | | | | | | | 8/21/2023 | | 27,618(f) | 4,032,279 | | | | | | | | | 8/19/2024 | | 25,510(g) | 3,724,449 | | | | | | | | | 8/18/2025 | | 15,202(g) | 2,219,424 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2026
| 62 | Tapestry 2026 Proxy Statement |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2026
| | | | Executive Compensation | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2026
| | OPTION AWARDS | | | | | STOCK AWARDS | | | | | | NAME & PRINCIPAL POSITION | 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) ($) | | DENISE KULIKOWSKY | — | 16,518(2) | 11/1/2023 | 26.59 | 11/1/2033 | | | | | | | Chief People Officer | — | 20,730(1) | 8/19/2024 | 40.58 | 8/19/2034 | | | | | | | | — | 8,504(1) | 8/18/2025 | 99.91 | 8/18/2035 | | | | | | | | | | | | | 4,990(e) | 11/1/2023 | 728,510 | | | | | | | | | | 6,377(c) | 8/19/2024 | 931,053 | | | | | | | | | | 3,167(c) | 8/18/2025 | 462,392 | | | | | | | | | | | 11/1/2023 | | 17,347(f) | 2,532,591 | | | | | | | | | 8/19/2024 | | 17,007(g) | 2,482,966 | | | | | | | | | 8/18/2025 | | 12,668(g) | 1,849,569 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2026
(1)Annual Stock Option grant; vests 25% each year beginning one year from date of grant. (2)Annual Stock Option grant awarded upon hire for Ms. Kulikowsky; vests 25% each year beginning one year from the date of grant. (a)The market value of stock awards is the number of shares shown in the table multiplied by $146.00, the closing price per share of our common stock on June 26, 2026. (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 2026 Compensation—Long Term Incentive Plan for details. (c)Annual RSU grant: vests 25% each year beginning one year from date of grant. (d)Special RSU grant: Ms. Crevoiserat’s award vests in full three years from date of grant; Mr. Howard’s award vests in full two years from date of grant. (e)Annual RSU grant awarded upon hire for Ms. Kulikowsky and vests 25% each year beginning one year from date of grant. (f)Annual PRSU grant: subject to a three-year performance period, may vest 100% three years from date of grant. As of June 27, 2026, performance period for two measures was complete, and as of August 21, 2026, the third measure was complete. 173.8% of target shares vested on August 21, 2026 for Ms. Crevoiserat and Messrs. Roe, Kahn and Howard, and will vest on November 1, 2026 for Ms. Kulikowsky. Shares and market values shown reflect actual performance achieved. (g)Annual PRSU grant: subject to a three-year performance period, may vest 100% three years from date of grant. As of June 27, 2026, performance period was incomplete. Shares and market values shown assume maximum performance. (h)Special PRSU grant (CEO Special Grant) awarded to Ms. Crevoiserat: subject to a three-year performance period, may vest 100% three years from date of grant. As of June 27, 2026, performance period was incomplete. Shares and market values shown assume maximum performance.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2026
| Tapestry 2026 Proxy Statement | 63 |
2026 OPTION EXERCISES AND STOCK VESTED
2026 OPTION EXERCISES AND STOCK VESTED
2026 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) ($) | | JOANNE CREVOISERAT | | | | | | Chief Executive Officer | 270,409 | 29,831,719 | 200,901 | 19,979,940 | | SCOTT ROE | | | | | | Chief Financial Officer and Chief Operating Officer | 151,417 | 14,081,059 | 63,250 | 6,287,800 | | TODD KAHN | | | | | | Chief Executive Officer and Brand President, Coach | 203,583 | 20,994,349 | 51,641 | 5,133,986 | | DAVID HOWARD | | | | | | Chief Legal Officer and Secretary | 35,968 | 2,341,487 | 26,813 | 2,661,720 | | DENISE KULIKOWSKY | | | | | | Chief People Officer | 23,428 | 2,824,405 | 4,574 | 477,327 |
2026 OPTION EXERCISES AND STOCK VESTED
(1)101,849 shares were withheld to cover the taxes related to the vesting of Ms. Crevoiserat's RSUs and PRSUs; 34,979 shares were withheld to cover the taxes related to Mr. Roe's RSUs and PRSUs; 25,654 shares were withheld to cover the taxes related to the vesting of Mr. Kahn's RSUs and PRSUs; 12,981 shares were withheld to cover the taxes related to the vesting of Mr. Howard’s RSUs and PRSUs; 1,742 shares were withheld to cover the taxes related to the vesting of Ms. Kulikowsky’s RSUs. (2)Represents the product of the number of shares vested and the market value of Tapestry, Inc.’s common stock on the vesting date.
2026 OPTION EXERCISES AND STOCK VESTED
| 64 | Tapestry 2026 Proxy Statement |
2026 OPTION EXERCISES AND STOCK VESTED
| | | | Executive Compensation | |
2026 NON-QUALIFIED DEFERRED COMPENSATION
2026 NON-QUALIFIED DEFERRED COMPENSATION
2026 NON-QUALIFIED DEFERRED COMPENSATION
| NAME & PRINCIPAL POSITION | NON-QUALIFIED PLAN | EXECUTIVE CONTRIBUTIONS IN LAST FY(1) ($) | REGISTRANT CONTRIBUTIONS IN LAST FY(2) ($) | AGGREGATE EARNINGS IN LAST FY(3) ($) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FYE(4) ($) | | JOANNE CREVOISERAT | EDCP | 724,038 | 46,000 | 649,202 | — | 4,808,809 | | Chief Executive Officer | SRP | — | — | — | — | — | | SCOTT ROE | EDCP | 2,003,625 | 46,000 | 371,680 | — | 4,879,866 | | Chief Financial Officer and Chief Operating Officer | SRP | — | — | — | — | — | | TODD KAHN | EDCP | — | 46,000 | 308,739 | — | 1,975,313 | | Chief Executive Officer and Brand President, Coach | SRP | — | — | 4,968 | — | 131,592 | | DAVID HOWARD | EDCP | 50,412 | 27,056 | 66,159 | — | 472,907 | | Chief Legal Officer and Secretary | SRP | — | — | 3,630 | — | 23,446 | | DENISE KULIKOWSKY | EDCP | — | — | 0 | — | — | | Chief People Officer | SRP | — | — | — | — | — |
2026 NON-QUALIFIED DEFERRED COMPENSATION
(1)Amounts shown represent elective salary and AIP deferrals made by NEOs into the Tapestry, Inc. Executive Deferred Compensation Plan (“EDCP”) in fiscal year 2026. (2)In fiscal year 2026, Tapestry made matching contributions to the accounts of employees who participated in the EDCP (including our NEOs) during the 2025 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 2026 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 as frequently as desired 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, $551,239 for fiscal year 2024 ($46,800 of which represented company match), $716,520 for fiscal year 2025 ($46,200 of which represented company match), and $770,038 for fiscal year 2026 ($46,000 of which represented company match). •For Mr. Roe, $231,850 for fiscal year 2024 ($43,842 of which represented company match), $306,281 for fiscal year 2025 ($46,200 of which represented company match), and $2,049,625 for fiscal year 2026 ($46,000 of which represented company match). •For Mr. Kahn, $132,762 for fiscal year 2024 ($46,800 of which represented company match), $266,790 for fiscal year 2025 ($46,200 of which represented company match), and $46,000 for fiscal year 2026 (all of which represented company match). •For Mr. Howard, $48,386 for fiscal year 2024 ($14,087 of which represented company match), $61,474 for fiscal year 2025 ($19,610 of which represented company match),and $77,468 for fiscal year 2026 ($27,056 of which represented company match). •Ms. Kulikowsky has not participated in the EDCP.
2026 NON-QUALIFIED DEFERRED COMPENSATION
| Tapestry 2026 Proxy Statement | 65 |
TREATMENT OF LONG-TERM INCENTIVES UPON TERMINATION OR CHANGE IN CONTROL
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 2026 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.
TREATMENT OF LONG-TERM INCENTIVES UPON TERMINATION OR CHANGE IN CONTROL
| 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; or other contractually negotiated retirement requirements) | 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. |
TREATMENT OF LONG-TERM INCENTIVES UPON TERMINATION OR CHANGE IN CONTROL
| 68 | Tapestry 2026 Proxy Statement |
TREATMENT OF LONG-TERM INCENTIVES UPON TERMINATION OR CHANGE IN CONTROL
| | | | Executive Compensation | |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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 27, 2026. The tables include amounts earned through June 27, 2026, 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 an NEO’s termination. Regardless of the reason for an NEO’s termination of employment, an 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 an 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 26, 2026 of $146.00, 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, the FY24-26 PRSUs reflect actual performance of 173.8% of target, as certified by the HR Committee in August 2026, and 100% of target for in-cycle awards. •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 27, 2026. These costs may change annually. •The “Total” row represents the sum of all estimated payments in the column.
CEO PAY RATIO
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 annual total compensation of Ms. Crevoiserat, our CEO. We do not believe there has been any change in either our employee population or our employee compensation arrangements or practices that we would significantly impact our fiscal year 2026 pay ratio disclosure and, therefore, intended to use the same median employee we identified for fiscal year 2024. However, because that employee is no longer employed by the Company, we identified a substitute median employee for fiscal year 2026 whose amount for our consistently applied compensation measure is substantially similar to the original median employee’s compensation. We determined the following in compliance with the requirements set forth in Item 402(u) of Regulation S-K: •The total fiscal year 2026 compensation of our median employee was $31,573; •The total fiscal year 2026 compensation of Ms. Crevoiserat was $33,986,485 (or $18,986,397 excluding the CEO Special Grant); and •The ratio of the median employee’s pay to that of Ms. Crevoiserat was 1 to 1,076 (or 1 to 601 excluding the CEO Special Grant). 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 Regulation S-K. Our median employee is a full-time senior sales associate working in a retail store in Asia. To identify the median employee, 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. •At that time, 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.
CEO PAY RATIO
| 72 | Tapestry 2026 Proxy Statement |
CEO PAY RATIO
| | | | Executive Compensation | |
PAY VERSUS PERFORMANCE
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) and average compensation for our NEOs other than our PEOs, or the non-PEO NEOs. The dollar amounts shown as compensation actually paid (“CAP”) do not reflect the actual amounts realized by our executives during the applicable year. The financial performance measures used are the Company’s TSR, the peer group TSR (as disclosed under Item 201(e) of Regulation S-K), and the Company’s GAAP Net Income (as reported in our Annual Report on Form 10-K), each of which are required financial performance measures under the SEC rules. The SEC rules also require an issuer to select its most important other financial performance measure that is used to link CAP to the Company’s performance, which is Net Sales, as reflected in the SEC-required table below. The HR Committee does not use CAP as a basis for making compensation decisions. For a discussion of how our HR Committee seeks to align pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on page 36 of this Proxy Statement.
PAY VERSUS PERFORMANCE
| FISCAL YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR MS. CREVOISERAT ($)(1) | COMPENSATION ACTUALLY PAID TO MS. CREVOISERAT(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) | INDEX TOTAL SHAREHOLDER RETURN(3) | | | | 2026 | $33,986,485 | $134,521,163 | $5,643,191 | $24,150,906 | $390 | $58 | $1,528 | $8,004 | | 2025 | $17,340,349 | $77,657,770 | $5,055,137 | $17,746,944 | $229 | $51 | $183 | $7,011 | | 2024 | $15,430,213 | $16,312,370 | $4,565,986 | $4,968,207 | $110 | $51 | $816 | $6,671 | | 2023 | $14,489,503 | $21,941,536 | $3,867,451 | $5,632,476 | $106 | $58 | $936 | $6,661 | | 2022 | $13,739,426 | $8,274,188 | $4,287,976 | $2,782,806 | $74 | $61 | $856 | $6,685 |
PAY VERSUS PERFORMANCE
(1)The following individuals are our Named Executive Officers for each fiscal year:
PAY VERSUS PERFORMANCE
| FISCAL YEAR | PEO(s) | NON-PEO NEOs | | 2026 | Joanne Crevoiserat | Scott Roe, Todd Kahn, David Howard, and Denise Kulikowsky | | 2025 | Joanne Crevoiserat | Scott Roe, Todd Kahn, David Howard, and Denise Kulikowsky | | 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 |
PAY VERSUS PERFORMANCE
(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 2026. For all prior year adjustments, refer to the 2023, 2024 and 2025 Proxy Statements.
PAY VERSUS PERFORMANCE
| | FY 2026 | | | | PEO – MS. CREVOISERAT | AVG. NON-PEO NEO | | Summary Compensation table total for applicable year. | 33,986,485 | 5,643,191 | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation table for the applicable year. | (26,656,759) | (2,847,923) | | 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. | 51,020,245 | 4,716,967 | | Increase based on ASC 718 Fair Value of Awards granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date. | — | — |
PAY VERSUS PERFORMANCE
| Tapestry 2026 Proxy Statement | 73 |
PAY VERSUS PERFORMANCE
| | FY 2026 | | | | 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. | 70,150,767 | 15,520,975 | | 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. | 6,020,425 | 1,117,696 | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year. | — | — | | Compensation Actually Paid | 134,521,163 | 24,150,906 |
PAY VERSUS PERFORMANCE
(3)TSR is cumulative for the measurement periods beginning on July 3, 2021 and ending on July 2, 2022, July 1, 2023, June 29, 2024, June 28, 2025, and June 27, 2026 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 27, 2026.
PAY VERSUS PERFORMANCE
| 74 | Tapestry 2026 Proxy Statement |
PAY VERSUS PERFORMANCE
| | | | Executive Compensation | |
PAY VERSUS PERFORMANCE RELATIONSHIP
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 July 3, 2021 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 2022, 2023, 2024, 2025, and 2026. Because our TSR 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 2022, 2023, 2024, 2025, and 2026. While we are extremely pleased with our strong absolute and relative TSR performance over the last five years, we realize that there is no guarantee that our executives will actually realize the amounts reported below as compensation actually paid.
COMPANY TSR AND S&P COMPOSITE 1500 APPAREL, ACCESSORIES & LUXURY GOODS INDEX TSR VS. COMPENSATION ACTUALLY PAID
COMPANY TSR AND S&P COMPOSITE 1500 APPAREL, ACCESSORIES & LUXURY GOODS INDEX TSR VS. COMPENSATION ACTUALLY PAID
COMPANY TSR AND S&P COMPOSITE 1500 APPAREL, ACCESSORIES & LUXURY GOODS INDEX TSR VS. COMPENSATION ACTUALLY PAID
| l | Tapestry TSR | l | S&P Composite 1500 Apparel, Accessories & Luxury Goods Index | l | PEO Compensation Actually Paid - Crevoiserat | l | Avg non-PEO NEO Compensation Actually Paid |
COMPANY TSR AND S&P COMPOSITE 1500 APPAREL, ACCESSORIES & LUXURY GOODS INDEX TSR VS. COMPENSATION ACTUALLY PAID
| | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 | FY 2026 | | Tapestry TSR | $100 | $74.12 | $106.16 | $110.13 | $229.45 | $389.55 | | S&P Composite 1500 Apparel, Accessories & Luxury Goods Index | $100 | $61.23 | $57.68 | $50.58 | $50.53 | $57.50 | | PEO Compensation Actually Paid - Crevoiserat | | $8,274,188 | $21,941,536 | $16,312,370 | $77,657,770 | $134,521,163 | | Avg non-PEO NEO Compensation Actually Paid | | $2,782,806 | $5,632,476 | $4,968,207 | $17,746,944 | $24,150,906 |
COMPANY TSR AND S&P COMPOSITE 1500 APPAREL, ACCESSORIES & LUXURY GOODS INDEX TSR VS. COMPENSATION ACTUALLY PAID
| Tapestry 2026 Proxy Statement | 75 |
COMPANY TSR AND S&P COMPOSITE 1500 APPAREL, ACCESSORIES & LUXURY GOODS INDEX TSR VS. COMPENSATION ACTUALLY PAID
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 2022, 2023, 2024, 2025, and 2026
NET INCOME VS. COMPENSATION ACTUALLY PAID
NET INCOME VS. COMPENSATION ACTUALLY PAID
NET INCOME VS. COMPENSATION ACTUALLY PAID
| l | Net Income (in millions) | l | PEO Compensation Actually Paid - Crevoiserat | l | Avg non-PEO NEO Compensation Actually Paid |
NET INCOME VS. COMPENSATION ACTUALLY PAID
| | FY 2022 | FY 2023 | FY 2024 | FY 2025 | FY 2026 | | Net Income (in millions) | $856 | $936 | $816 | $183 | $1,528 | | PEO Compensation Actually Paid - Crevoiserat | $8,274,188 | $21,941,536 | $16,312,370 | $77,657,770 | $134,521,163 | | Avg non-PEO NEO Compensation Actually Paid | $2,782,806 | $5,632,476 | $4,968,207 | $17,746,944 | $24,150,906 |
NET INCOME VS. COMPENSATION ACTUALLY PAID
| 76 | Tapestry 2026 Proxy Statement |
NET INCOME VS. COMPENSATION ACTUALLY PAID
| | | | Executive Compensation | |
NET INCOME VS. COMPENSATION ACTUALLY PAID
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 2022, 2023, 2024, 2025, and 2026.
NET SALES VS. COMPENSATION ACTUALLY PAID
NET SALES VS. COMPENSATION ACTUALLY PAID
NET SALES VS. COMPENSATION ACTUALLY PAID
| l | Net Sales (in millions) | l | PEO Compensation Actually Paid - Crevoiserat | l | Avg non-PEO NEO Compensation Actually Paid |
NET SALES VS. COMPENSATION ACTUALLY PAID
| | FY 2022 | FY 2023 | FY 2024 | FY 2025 | FY 2026 | | Net Sales (in millions) | $6,685 | $6,661 | $6,671 | $7,011 | $8,004 | | PEO Compensation Actually Paid - Crevoiserat | $8,274,188 | $21,941,536 | $16,312,370 | $77,657,770 | $134,521,163 | | Avg non-PEO NEO Compensation Actually Paid | $2,782,806 | $5,632,476 | $4,968,207 | $17,746,944 | $24,150,906 |
13.What happens if a director nominee does not receive a majority of the votes cast?
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.