DEF 14A of Ralph Lauren Corp, Jun 22, 2023

DEF 14A of Ralph Lauren Corp

Filed Jun 22, 2023 · FY20230001140361-23-030952

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | Name | Occupation | Age | Director Since | Independent | Other Current Public Company Directorships | Committees(1) | | | | | | | | | | | A | T | N | F | | Class A Directors | | | | | | | | | | | Linda Findley | President and Chief Executive Officer Blue Apron Holdings, Inc. | 50 | 2018 | | 1 | | | | | | Michael A. George | Formerly President and Chief Executive Officer Qurate Retail, Inc. | 61 | 2018 | | 1 | | | | | | Hubert Joly(2) | Formerly Chairman of the Board of Directors and Chief Executive Officer Best Buy Co., Inc. | 63 | 2009 | | 1 | | | | | | Darren Walker | President Ford Foundation | 63 | 2020 | | 2 | | | | | | Class B Directors | | | | | | | | | | | Ralph Lauren | Executive Chairman and Chief Creative Officer | 83 | 1997 | | 0 | | | | | | Patrice Louvet | President and Chief Executive Officer | 58 | 2017 | | 1 | | | | | | David Lauren | Chief Branding and Innovation Officer and Vice Chairman of the Board | 51 | 2013 | | 0 | | | | | | Angela Ahrendts | Formerly Senior Vice President, Retail Apple, Inc. | 63 | 2018 | | 2 | | | | | | John R. Alchin | Formerly Executive Vice President, Co-Chief Financial Officer, and Treasurer Comcast Corporation | 75 | 2007 | | 1 | | | | | | Frank A. Bennack, Jr. | Executive Vice Chairman and Chairman of the Executive Committee The Hearst Corporation | 90 | 1998 | | 0 | | | | | | Debra Cupp | President, North America Microsoft, Inc. | 52 | 2022 | | 0 | | | | | | Valerie Jarrett | Chief Executive Officer The Barack Obama Foundation | 66 | 2020 | | 3 | | | | | | Wei Zhang | Former President Alibaba Pictures Group | 53 | 2022 | | 0 | | | | |

  3. DIRECTOR NOMINEES

    | 1. | “A” refers to the Audit Committee of the Board (the “Audit Committee”), “T” refers to the Talent, Culture & Total Rewards Committee of the Board (the “Talent Committee”), “N” refers to the Nominating, Governance, Citizenship & Sustainability Committee of the Board (the “Nominating Committee”), and “F” refers to the Finance Committee of the Board (the “Finance Committee”). |

  4. DIRECTOR NOMINEES

    | 2. | As Lead Independent Director, Mr. Joly is invited to attend all Committee meetings. |

  5. DIRECTOR NOMINEES

    | | Chair | | Member |

  6. DIRECTOR NOMINEES

    | 4 | Ralph Lauren 2023 Proxy Statement | |

  7. DIRECTOR NOMINEES

    | Proxy Summary | Table of Contents |

  8. DIRECTOR NOMINEES HIGHLIGHTS

    DIRECTOR NOMINEES HIGHLIGHTS As presented in the chart below, we believe our Board nominees offer a diverse range of key skills and experiences to provide effective oversight of the Company and create long-term sustainable growth for our Company through successful execution of the Company’s strategic plan. Below is a high-level summary which highlights certain of the Board nominees’ skills, qualifications and experiences and is not intended to be an exhaustive list of each director nominee’s contributions to the Board.

  9. COMPENSATION OBJECTIVES, PRINCIPLES, AND PRACTICES

    COMPENSATION OBJECTIVES, PRINCIPLES, AND PRACTICES The key components of our executive compensation program for our named executive officers (“NEOs”) consist of base salary, annual cash incentive, and long-term equity-based incentive opportunities. Our compensation plans are designed to link pay and performance, reward sustained business growth and results, and drive stockholder value. A majority of each NEO’s compensation is variable in the form of annual cash incentive and long-term equity-based awards. Aligned with our strategic plan and based on the feedback received from our stockholders in Fiscal 2022, and review and discussion with management, our independent consultants, and the Talent Committee, we utilized financial performance measures in both our short- and long-term incentive compensation plans in Fiscal 2023. Key takeaways impacting executive compensation for Fiscal 2023 are:

  10. COMPENSATION OBJECTIVES, PRINCIPLES, AND PRACTICES

    | • | Our key financial results for Fiscal 2023 were generally strong with higher results than prior year for Total Company Revenue and Adjusted Operating Profit Margin. Each of these measures were weighted 40% in the short-term incentive plan. Total Company revenue results were slightly ahead of the target set in our short-term incentive plan while Adjusted Operating Profit Margin results were behind target resulting in lower than target payouts in our short-term incentive plan: |

  11. COMPENSATION OBJECTIVES, PRINCIPLES, AND PRACTICES

    | – | We added two new metrics to our short-term incentives, weighted 10% each, in the form of Home division revenue, a high potential focus area, and a Digital Value Chain (“DVC”) metric, to unlock our goals toward sustainability and raw material usage. Home division revenue results were 17% greater than Fiscal 2022 results, but below target, while the results of the DVC metric were above target. |

  12. COMPENSATION OBJECTIVES, PRINCIPLES, AND PRACTICES

    | • | We maintained environmental, social, and governance (“ESG”) metrics in the form of a scorecard as our strategic goal modifier to our Fiscal 2023 short-term incentive plan to support our commitment to create positive social and environmental impacts across our Company, our industry and society. We exceeded the majority of the targets set in the beginning of Fiscal 2023, resulting in a plus 10% adjustment to bonus payouts, except that this adjustment attributable to the strategic goal modifier was not applicable to Mr. R. Lauren. |

  13. COMPENSATION OBJECTIVES, PRINCIPLES, AND PRACTICES

    | • | As part of our long-term incentives, we granted PSUs in Fiscal 2023 based on three-year Adjusted Return on Invested Capital (“Adjusted ROIC”) and three-year TSR relative to a comparator group of companies to support the Company’s strategy to return to sustainable earnings growth. |

  14. GOVERNANCE HIGHLIGHTS

    | • | Strategic Meetings – To ensure that the strength of our global business endures over the long-term, the Board and Committees convene additional special strategic meetings throughout the fiscal year to provide management with oversight, input, and guidance regarding various matters, including cybersecurity preparedness, our fiscal year and long range plans, progress of our corporate strategy including the implementation of new strategic growth drivers as part of our new Strategic Plan, and renewed on-location review of our regional key city ecosystems to engage directly with our strategy and consumer experience |

  15. STOCKHOLDER ENGAGEMENT

    | • | The continued use of quantitative financial measures in both the short-term and long-term incentive plans in Fiscal 2023 and the inclusion of environmental, social, and governance (“ESG”) metrics in the short-term incentive plan. |

  16. CLASS A DIRECTOR NOMINEES FOR ELECTION

    CLASS A DIRECTOR NOMINEES FOR ELECTION

  17. CLASS A DIRECTOR NOMINEES FOR ELECTION

    | | | | | Linda Findley Age: 50 Ms. Findley has been a director of the Company since August 2018. Ms. Findley has served as the President, Chief Executive Officer of Blue Apron Holdings, Inc. (“Blue Apron”), a public company, since April 2019. Prior to that, she served as COO of Etsy, Inc. (“Etsy”), where she oversaw product, design, marketing, and customer engagement and acquisition. Prior to Etsy, Ms. Findley was COO of Evernote, where she oversaw worldwide operations and led cross-functional teams in offices across 10 countries. Previously, she was based out of Hong Kong and led global marketing, business development, and customer service for Alibaba.com. She has also held leadership positions in communications firms including Fleishman-Hillard, Text 100, and Schwartz Communications. Ms. Findley holds a Master’s degree in Journalism from UNC-Chapel Hill and an undergraduate degree in Corporate Communications from Elon University. Experience, Qualifications, Attributes and Skills Ms. Findley brings to our Board more than 25 years of experience in operations, international marketing, business development, public relations, and customer service. As President and CEO of Blue Apron, she is responsible for the corporate strategy and operations of the business. As COO of Etsy, she oversaw all revenue generating and go to market activities including product management, marketing, design, international expansion, and branding/communications. As COO of Evernote, she oversaw worldwide operations that drove revenue and global growth and led cross-functional teams in offices across 10 countries. With a strong emphasis on global growth, Ms. Findley’s work at Etsy included growth across North America, Asia, Europe, Africa, Latin America, and Russia. She drives strategies and programs that balance global efficiency with local teams. These programs drove both user-growth and monetization strategies, as well as scalable customer experience management to maintain brand and positive user engagement. | | | Michael A. George Age: 61 Mr. George has been a director of the Company since May 2018. Mr. George previously served as the President of QVC, Inc. (“QVC”) from November 2005 through March 2018 and as its Chief Executive Officer since April 2006 through March 2018. In 2018, he was named CEO of QVC’s parent, Liberty Interactive, which was subsequently renamed Qurate Retail, Inc., a position he held through September 2021. Mr. George previously held various positions with Dell, Inc. (“Dell”) from March 2001 to November 2005, most notably as the Chief Marketing Officer and Vice President and General Manager of Dell’s U.S. consumer business. Prior to that, Mr. George was a senior partner at McKinsey & Company and led the firm’s North American Retail Industry Group. Mr. George previously served on the board of directors of Brinker International and Qurate Retail, Inc. and chaired the board of directors of the National Retail Federation, currently serves on the board of directors of Autozone, a public company, and serves on the boards of several not-for-profit organizations. The Board has determined that Mr. George is an audit committee financial expert. Experience, Qualifications, Attributes and Skills Mr. George brings to our Board extensive management and business experience through his previous roles of President and Chief Executive Officer of QVC and Chief Executive Officer of Qurate Retail Group. His distinguished career, including his prior experience at Dell and McKinsey, provides him with critical perspective on operational and strategic issues facing the retail industry. As a result of his service as a member of the boards of other public companies and not-for-profit organizations, he also provides our Board with valuable insights regarding governance and other significant matters that come before our Board. |

  18. CLASS A DIRECTOR NOMINEES FOR ELECTION

    | | Ralph Lauren 2023 Proxy Statement | 17 |

  19. CLASS A DIRECTOR NOMINEES FOR ELECTION

    | Proposal 1 | Table of Contents |

  20. CLASS A DIRECTOR NOMINEES FOR ELECTION

    | | | | | Hubert Joly Age: 63 Mr. Joly has been a director of the Company since June 2009 and has served as the Lead Independent Director of the Board since his election at the 2021 Annual Meeting. He is the former Chairman and Chief Executive Officer of Best Buy Co., Inc. (“Best Buy”) where he served from 2012 to 2020. In addition, Mr. Joly is currently a member of the Board of Directors of Johnson & Johnson, a public company, a senior lecturer at Harvard Business School, and a member of the board of trustees of the Minneapolis Institute of Art and the New York Public Library. Previously, he served as President and Chief Executive Officer of Carlson from 2008 to 2012, after he joined Carlson in 2004 as President and Chief Executive Officer of Carlson Wagonlit Travel. He also previously served as Executive Vice President, American Assets at Vivendi Universal from 2002 to 2004 and in various other positions at Vivendi Universal since 1999. He previously served on the boards of Carlson, The Rezidor Hotel Group, Carlson Wagonlit Travel, and the World Travel and Tourism Council. Experience, Qualifications, Attributes and Skills Mr. Joly brings to our Board extensive management and leadership experience obtained as Chairman and Chief Executive Officer of Best Buy, as a director of Johnson & Johnson, as a member of the faculty at Harvard Business School, and formerly as President and Chief Executive Officer of Carlson and Carlson Wagonlit Travel. His positions give him critical insights into the issues facing a large international corporation, as well as unique perspective on issues and opportunities facing a large multi-channel retailer. Based on his current and past positions at Best Buy, Johnson & Johnson, Harvard Business School, Carlson, Carlson Wagonlit Travel, Vivendi Universal, Electronic Data Systems, and McKinsey & Company, Mr. Joly possesses a deep understanding of international issues affecting us and he provides our Board with valuable insight in the areas of leadership, governance, finance, financial reporting, and strategic planning. | | | Darren Walker Age: 63 Mr. Walker has been a director of the Company since July 2020. Mr. Walker has served since 2013 as president of the Ford Foundation (“Ford”), one of the world’s largest foundations with an endowment of $16 billion. He is also the co-founder and chair of the US Impact Investing Alliance, and serves as a member of the board of directors of PepsiCo, Inc. and Block, Inc., both public companies, and Carnegie Hall, National Gallery of Art, Lincoln Center for the Performing Arts, Friends of the High Line, and Friends of Art & Preservation in Embassies. Before joining Ford, Mr. Walker was vice president at the Rockefeller Foundation, overseeing global and domestic programs, and COO of the Abyssinian Development Corporation—Harlem’s largest community development organization. Earlier, he had a decade-long career in finance at UBS and with the law firm Cleary Gottlieb Steen & Hamilton. Experience, Qualifications, Attributes and Skills Mr. Walker brings to our Board insight into the role of business in society gained through his role as President of Ford and leadership in many nonprofit and philanthropic organizations. Through his experience with an international network of diverse social and community initiatives, he provides the Board with a unique perspective on human capital management and talent development and insights on sustainability and public policy matters that are particularly valuable as the Company continues to focus on its sustainability and people and culture goals. |

  21. CLASS A DIRECTOR NOMINEES FOR ELECTION

    | 18 | Ralph Lauren 2023 Proxy Statement | |

  22. CLASS A DIRECTOR NOMINEES FOR ELECTION

    | Proposal 1 | Table of Contents |

  23. CLASS B DIRECTOR NOMINEES FOR ELECTION

    CLASS B DIRECTOR NOMINEES FOR ELECTION

  24. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | | | | | Ralph Lauren Age: 83 Mr. R. Lauren founded our business in 1967 and, for over five decades, has cultivated the iconography of America into a global lifestyle brand. He is currently our Executive Chairman and Chief Creative Officer and has been a director of the Company since prior to our initial public offering in 1997. He had previously been our Chairman and Chief Executive Officer since prior to our initial public offering in 1997 until November 2015. In addition, he was previously a member of our Advisory Board or the Board of Directors of our predecessors since their organization. Experience, Qualifications, Attributes and Skills Mr. R. Lauren is an internationally recognized fashion designer. His unique role as our Founder and Chief Creative Officer, as well as his experience as our previous Chief Executive Officer, provides our Board with valuable leadership, including in the areas of design, brand management, and marketing. Mr. R. Lauren’s contributions to us since the founding of our business have been instrumental in defining our image and direction. As one of the world’s most innovative design leaders and a fashion icon, his career has spanned over five decades that have resulted in numerous unique tributes for his role within the fashion industry. He is uniquely qualified to bring strategic insight, experience, and in-depth knowledge of our business and the fashion industry to the Board. | | | Patrice Louvet Age: 58 Mr. Louvet has served as our President and Chief Executive Officer, and a director of the Company since July 2017. Prior to joining the Company, he served as the Group President, Global Beauty, of Procter & Gamble Co. (“P&G”) since February 2015. Prior to that role, Mr. Louvet held successively senior leadership positions at P&G, including the roles of Group President, Global Grooming (Gillette), and President of P&G’s Global Prestige Business. Before he joined P&G, he served as a Naval Officer, Admiral Aide de Camp in the French Navy from 1987 to 1989. Mr. Louvet graduated from École Supérieure de Commerce de Paris and received his M.B.A. from the University of Illinois. He has served as a member of the board of directors of the National Retail Federation since January 2020. Mr. Louvet also serves on the board of trustees of the Hospital of Special Surgery and recently joined the board of directors of Danone, a public company, in April 2022. He is also on the CEO Advisory Council of the Fashion Pact, a coalition committed to advancing environmental sustainability in the fashion and textile industries. Experience, Qualifications, Attributes and Skills Mr. Louvet brings significant leadership and business experience to the Board. His over 25 years in the consumer products industry, with oversight of multiple major global business units, have provided him with a deep understanding of building and growing brands. His position as the Company’s President and Chief Executive Officer provides our Board with valuable perspective into the issues and opportunities facing the Company. Mr. Louvet’s extensive background in managing internationally renowned prestige brands, along with his substantial experience in driving business transformation and innovation, provides our Board with critical strategic insights into our global business. |

  25. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | | Ralph Lauren 2023 Proxy Statement | 19 |

  26. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | Proposal 1 | Table of Contents |

  27. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | | | | | David Lauren Age: 51 Mr. D. Lauren is our Chief Branding and Innovation Officer, Strategic Advisor to the CEO, and Vice Chairman of the Board since April 2022. He served as our Chief Innovation Officer, Strategic Advisor to the CEO, and Vice Chairman of the Board from October 2016 March 2022. Prior to that, he served in numerous leadership roles at the Company with responsibility for advertising, marketing, communications and philanthropy. He has been a director of the Company since August 2013. Mr. D. Lauren oversees the Company’s global branding and innovation strategy, processes, and capabilities to drive its brand strength and financial performance across all channels. He has been instrumental in growing the Company’s global digital commerce business and pioneering our technology initiatives. Mr. D. Lauren is also the President of The Ralph Lauren Corporate Foundation (formerly known as The Polo Ralph Lauren Foundation). Before joining the Company in 2000, he was Editor-In-Chief and President of Swing, a general interest publication for Generation X. Mr. D. Lauren is the son of Mr. R. Lauren. Experience, Qualifications, Attributes and Skills Mr. D. Lauren brings strong leadership and business experience to our Board. He has been instrumental in the development of the Company’s digital commerce business and the use of innovative marketing to build the Company’s global fashion image as it has expanded internationally. Mr. D. Lauren has been recognized as a leader on the use of new technologies in retail marketing and on using digital platforms to market luxury brands. His in-depth knowledge of these areas and his current position as our Chief Branding and Innovation Officer and Vice Chairman of the Board provides our Board with valuable insight and perspective into our brand development, global digital, digital commerce, and technology initiatives. | | | Angela Ahrendts Age: 63 Ms. Ahrendts has been a director of the Company since August 2018. She most recently served as the Senior Vice President, Retail of Apple Inc. (“Apple”) from May 2014 through April 2019. Prior to Apple, Ms. Ahrendts joined Burberry Group plc in January 2006 where she served as a director and Chief Executive Officer beginning in July 2006. She also previously served as Executive Vice President at Liz Claiborne, Inc., as President of Donna Karan International, Inc., and as a member of the United Kingdom’s Prime Minister’s Business Advisory Council. Ms. Ahrendts currently serves on the board of directors of Airbnb, Inc. and WPP plc., both public companies, Charity: Water, and the How Institute for Society. Experience, Qualifications, Attributes and Skills Ms. Ahrendts brings to our Board substantial business and leadership experience. Her most recent position as Apple’s Senior Vice President, Retail and Online Stores, and her prior positions at multiple major fashion and apparel companies, such as Burberry, a luxury fashion company, Liz Claiborne, and Donna Karan, give her extensive experience with strategy, real estate and development, operations of physical stores, online stores and contact centers, as well as profound insights into the opportunities and challenges facing our industry. Her extensive background in guiding the retail strategy of renowned international brands, as well as her proven leadership track record in driving successful brand and business transformations, enable her to provide our Board with critical perspective and insight on business, operational, and strategic issues facing the Company. |

  28. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | 20 | Ralph Lauren 2023 Proxy Statement | |

  29. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | Proposal 1 | Table of Contents |

  30. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | | | | | John R. Alchin Age: 75 Mr. Alchin has been a director of the Company since February 2007. He served as Executive Vice President and Co-Chief Financial Officer and Treasurer of Comcast Corporation (“Comcast”), a broadband cable provider offering a variety of consumer entertainment and communication products and services, from November 2002 to December 2007. Prior to that, he served as Executive Vice President and Treasurer of Comcast from January 2000 to November 2002. Mr. Alchin joined Comcast in 1990 as Senior Vice President and Treasurer. He is currently a member of the board of trustees of BNY Mellon Funds Trust, the board of trustees of the Philadelphia Museum of Art (“PMA”), the board of trustees of The Barnes Foundation, and the advisory group of Catalyst Investors. Mr. Alchin also serves on the audit committee of BNY Mellon Funds Trust and as Chairman of the PMA finance committee. Prior to serving on the board of trustees of BNY Mellon Funds Trust, he served as a member of the board of directors and on the audit committee of BNY Hamilton Funds, Inc. The Board has determined that Mr. Alchin is an audit committee financial expert. Experience, Qualifications, Attributes and Skills Mr. Alchin brings to the Board substantial business and financial experience. His experience as a Co-Chief Financial Officer and Treasurer of Comcast, a major broadband cable operator and content and programming supplier, provides our Board with valuable insight in the areas of corporate finance and capital formation, financial reporting, investor relations, and treasury functions. Mr. Alchin’s financial expertise offers our Board a deep understanding of accounting and audit-related matters. In addition, his service as a member of the boards of various financial institutions provides our Board with perspective in the areas of corporate finance and governance matters. | | | Frank A. Bennack, Jr. Age: 90 Mr. Bennack has been a director of the Company since January 1998 and served as Lead Independent Director of our Board from Fiscal 2017 until the 2021 Annual Meeting. He is Executive Vice Chairman of The Hearst Corporation (“Hearst”) and served as Hearst’s Chief Executive Officer from 1979 to 2002 and then again from June 2008 to June 2013. Mr. Bennack has been the Chairman of the executive committee and Executive Vice Chairman of the board of directors of Hearst since 2002. He serves on the board and is Chairman Emeritus of Lincoln Center for the Performing Arts, Chairman Emeritus of the New York-Presbyterian Hospital, Chairman of The Paley Center for Media, and a Managing Director of the Metropolitan Opera. He has previously served on the boards of Hearst-Argyle Television, Inc., Wyeth Corporation, and JPMorgan Chase & Co. The Board has determined that Mr. Bennack is an audit committee financial expert. Experience, Qualifications, Attributes and Skills Mr. Bennack brings to our Board a distinguished career and extensive business experience as Executive Vice Chairman of Hearst, one of the nation’s largest private companies engaged in a broad range of publishing, broadcasting, cable networking, financial and medical data services, and diversified communications activities. His current position as Hearst’s Executive Vice Chairman and previous position as Chief Executive Officer gives him critical insights into the operational issues facing a large corporation and provides our Board with valuable experience in the areas of finance, financial reporting, and strategic planning. As a result of his current and past service as a member of the boards of other various public companies and non-profit organizations, he provides our Board with perspective with respect to governance and other important matters that come before our Board. Mr. Bennack has been a member of our Board since 1998, and therefore, his extensive knowledge of our business is a valuable aspect of his service on our Board. |

  31. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | | Ralph Lauren 2023 Proxy Statement | 21 |

  32. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | Proposal 1 | Table of Contents |

  33. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | | | | | Debra Cupp Age: 52 Ms. Cupp has been a director of our Company since August 2022. Ms. Cupp is currently the President of Microsoft North America, a division of Microsoft Corporation, a global technology company. Ms. Cupp leads a significant business responsible for the sales strategy, execution, and revenue growth for the Microsoft US and Canada business which spans enterprise, public sector, small and medium businesses, services, and partner communities. Previously, Ms. Cupp was Corporate Vice President of Worldwide Enterprise and Commercial Industries where she was responsible for the development and execution of Microsoft’s strategy and go-to-market approach. Prior to joining Microsoft in late 2017, Ms. Cupp spent 6 years at SAP, serving most recently as the Senior Vice President and Managing Director of Success Factors for North America. In this position, she was responsible for leading the HR business by driving sales and go-to-market strategies, as well as overseeing operations for the field sales organization. Ms. Cupp also serves on the Board of Directors for Avanade, a private company and the leading provider of innovative digital and cloud services, business solutions, and design-led experiences on the Microsoft ecosystem. Experience, Qualifications, Attributes and Skills Ms. Cupp brings extensive cross-industry and leadership experience to our Board. Her experience working with large enterprise organizations and their digital transformation journeys enables her to provide unique and valuable insights to our Board about industry and customer trends, and the latest in digital innovation. Ms. Cupp is a collaborative and authentic leader with a proven track record of creating inclusive environments for her employees where progress and growth can be realized. As a veteran in the technology industry, Ms. Cupp has dedicated her career to helping customers of all sizes across public and private sectors use technology as an enabler to achieve their business goals. Her extensive experience, knowledge of these areas, and current position as President of Microsoft North America provides our Board with valuable insight and perspective into strategy and our global technology and digital initiatives. | | | Valerie Jarrett Age: 66 Ms. Jarrett was appointed as a director of the Company in October 2020. She is a Senior Distinguished Fellow at the University of Chicago Law School, and the Chief Executive Officer of the Obama Foundation. She serves as Board Chair of Civic Nation and Co-Chair of The United State of Women. She also serves on the boards of Lyft, Sweetgreen, and Walgreens Boots Alliance, each a public company, Ariel Investments, the Economic Club of Chicago, and Sesame Street Workshop. The Board has determined that Ms. Jarrett is an audit committee financial expert. Experience, Qualifications, Attributes and Skills Ms. Jarrett brings to our Board insight into our business from her extensive experience in both the public and private sectors. Ms. Jarrett was the longest serving Senior Advisor to President Barack Obama. She oversaw the Offices of Public Engagement and Intergovernmental Affairs and Chaired the White House Council on Women and Girls. She served as the Chief Executive Officer of The Habitat Company in Chicago, Chairman of the Chicago Transit Board, Commissioner of Planning and Development, and Deputy Chief of Staff for Chicago Mayor Richard M. Daley. She also served as the director of numerous corporate and not-for-profit boards including Chairman and Chief Executive Officer of the Chicago Stock Exchange, Chairman of the University of Chicago Medical Center Board of Trustees, and Director of the Federal Reserve Bank of Chicago. Ms. Jarrett practiced law for ten years in both the private and public sectors, and has also received numerous awards and honorary degrees, including TIME’s “100 Most Influential People” as well as the Abner J. Mikva Legal Legends Award. |

  34. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | 22 | Ralph Lauren 2023 Proxy Statement | |

  35. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | Proposal 1 | Table of Contents |

  36. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | | | | | Wei Zhang Age: 53 Ms. Zhang has been a director of the company since November 2022. Most recently, Ms. Zhang was President of Alibaba Pictures Group, leading global operations since its formation in 2014. She joined Alibaba Group in 2008 as Senior Vice President of Corporate Development and spent the next six years in strategic investment and M&A, corporate strategy, and corporate social responsibility roles. Prior to Alibaba, Ms. Zhang was Chief Operating Officer of Star China from 2005 to 2008, overseeing day to day operations of News Corp’s China subsidiary. She was Managing Director of CNBC China from 2002 to 2005 and held positions at Bain & Company and General Electric. Ms. Zhang previously served on the boards of Amblin Partners, Alibaba Pictures Group, Meituan Company, Los Angeles Sports and Entertainment Commission and the Jack Ma Foundation. Experience, Qualifications, Attributes and Skills Ms. Zhang is a highly accomplished senior executive with extensive global experience, particularly in China, e- commerce and digitization, and media and entertainment, making her a valuable asset to our board. With an extensive career spanning renowned companies such as Alibaba Group, News Corporation, NBCUniversal, Bain & Company, and General Electric, Ms. Zhang has acquired a deep understanding of international markets and a profound knowledge of industry dynamics. Her hands-on experience in these organizations has honed her expertise in e-commerce and digitization, enabling her to navigate the complexities of the digital marketplace with confidence. Through spearheading successful digital transformation initiatives, she has leveraged innovative strategies and cutting-edge technologies to optimize online platforms, enhance customer experiences, and drive substantial growth. Additionally, her background in media and entertainment has provided her with a unique perspective on effectively positioning brands within the industry. By leveraging media platforms, content creation, and strategic partnerships, Ms. Zhang has consistently driven consumer engagement and increased brand visibility. Leveraging her diverse global experience, profound expertise in e-commerce and digitization, and exceptional media and entertainment acumen, Ms. Zhang brings an invaluable skill set to the board, offering strategic insights, global market knowledge, and innovative approaches to drive sustainable growth and maximize success. |

  37. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | | Ralph Lauren 2023 Proxy Statement | 23 |

  38. CLASS B DIRECTOR NOMINEES FOR ELECTION

    Corporate Governance Our Board and management are committed to robust corporate governance.

  39. Independent Board Assessment

    | • | Refreshed Finance Committee mandate to expand oversight of the Company’s key strategic plans and long-term value creation strategy and related opportunities and risks; | | • | Expansion of independent assessment process to include feedback from select members of the Company’s senior executive leadership in annual Board evaluation process; | | • | Enhanced Board review and engagement with Company strategy, including by reintroducing regional ecosystem immersion tours and including outside experts in certain Board and Committee presentations and discussions; | | • | Rotation of Committee Chairs at least every five years; | | • | Planned August 2023 refreshment of Committee Chairs to revitalize the leadership of each Committee; | | • | Continued commitment to Board evolution, including continuously evaluating new director candidates to ensure diversity on our Board and appropriate mix of skills and expertise, which resulted in the departure of five long-tenured directors since Fiscal 2020; |

  40. ANALYSIS OF RISKS ARISING FROM COMPENSATION POLICIES AND PROGRAMS

    | • | Pay Mix and Structure. Our executive compensation programs appropriately balance both short-term and long- term performance through our annual cash incentive bonus program and long-term equity awards. Equity awards granted in Fiscal 2023 deliver value to employees through stock price appreciation and Company performance. A significant portion of variable pay is delivered through equity awards with vesting schedules covering multiple years, thus emphasizing long-term Company performance and retention. | | • | Incentive Caps. Our executive annual cash incentive bonus plan as well as our non-executive bonus plans do not allow for unlimited payouts. We believe that the range of payouts should be capped to avoid encouraging decisions that maximize short-term gain at the expense of long-term viability. In addition to the caps on all cash incentive bonus awards, the payout on performance share units (“PSUs”) cannot exceed a fixed percentage above target levels. | | • | Performance. To strengthen the relationship between pay and performance, our executive annual cash incentive bonus plan and our non-executive commission and bonus plans are subject to the achievement of pre-established performance goals, which are established independently of plan participants at the beginning of each fiscal year. We believe that for Fiscal 2023 our incentive plan metrics were appropriately balanced between short-term incentives such as Total Company Revenue and Adjusted Operating Profit Margin, Home division revenue, a digital value chain metric, and ESG metrics for the executive annual cash incentive bonus plan and long-term metrics such as cumulative three- year Adjusted Return on Invested Capital (“Adjusted ROIC”) and relative total shareholder return to a comparator group of companies for our PSUs. These financial metrics were adopted in response to stockholder feedback and in order to align with the Company’s Strategic Plan. | | • | Change in Control Policy. The change in control arrangements for our NEOs provide for cash payments only upon actual termination of employment. All unvested |

  41. ANALYSIS OF RISKS ARISING FROM COMPENSATION POLICIES AND PROGRAMS

    | | equity awards are subject to “double-trigger” vesting so that acceleration of vesting does not occur unless the executive’s employment is actually terminated under certain limited circumstances following a change in control. Our employment agreements do not provide for any excise tax gross-up provisions. | | • | Ownership Guidelines. We have stock ownership guidelines for our directors, the NEOs, and select other members of our senior management group that are intended to align the interests of these individuals with our stockholders. As a result, such individuals may be less likely to take short-term risk if a meaningful portion of their personal financial investment is linked to our long-term holdings. Further details on the guidelines for non-employee directors and for executives are provided below in the “Director Compensation – Stock Ownership Guidelines” and “Compensation Discussion & Analysis – Executive Stock Ownership Guidelines” sections, respectively. | | • | Clawback Policy. We have a clawback policy applicable to our NEOs. Under our clawback policy, the Talent Committee may, in its reasonable discretion, require an NEO to reimburse us for the amount of any payment previously received by such officer under our cash incentive bonus plan as well as our long-term equity plan if, as a result of such officer’s intentional misconduct or gross negligence, we are required to restate our financial statements. | | • | Anti-Hedging and Anti-Pledging Policies. Our NEOs as well as Board members are prohibited from pledging Company securities as collateral for a loan or from holding Company securities in a margin account. In addition, all employees and Board members are prohibited from hedging Company securities, whether or not issued by the Company, including by way of forward contracts, equity swaps, collars, exchange funds, or other financial instruments that are designed to hedge or offset any decrease in the market value of the Company’s securities. |

  42. Valerie Jarrett

    | * | Less than 1.0% | | 1. | Each share of Class B Common Stock is convertible at the election of the holder into one share of Class A Common Stock. Each share of Class B Common Stock currently owned by Mr. R. Lauren (or any Class B Permitted Holder), may not be transferred other than to another Class B Permitted Holder, except under certain limited and enumerated circumstances. In addition, at such time as a person ceases to be a Class B Permitted Holder, any and all shares of Class B Common Stock held by that person shall automatically convert into shares of Class A Common Stock. | | 2. | For Mr. R. Lauren, includes 35,854 shares of Class A Common Stock indirectly held by Mr. R. Lauren in a revocable trust of which he is the sole trustee and beneficiary. Does not include (i) unvested performance-based stock awards with respect to 184,892.87 shares of our Class A Common Stock, which are subject to upward or downward adjustment, (ii) 499,369.54 vested time-based restricted stock units (“RSUs”) (the underlying shares of our Class A Common Stock for these RSUs will not be delivered until Mr. R. Lauren’s separation of service from the Company or, if earlier, upon a change in control (as defined in Mr. R. Lauren’s employment agreement)), and (iii) 166,407.28 unvested RSUs (the underlying shares of our Class A Common Stock, net of shares withheld for taxes, for these RSUs will be delivered on August 15, 2023). | | 3. | For Mr. R. Lauren, includes (i) 12,282,954 shares of Class B Common Stock held by a revocable trust of which Mr. R. Lauren is the sole trustee and sole beneficiary, (ii) an aggregate of 4,289,028 shares of Class B Common Stock held by trusts established for the benefit of Mr. R. Lauren’s descendants and of which Mrs. R. Lauren is a trustee and of which Mr. R. Lauren has the power to remove and replace the trustees, provided that Mr. R. Lauren may not serve as the replacement trustee and the replacement trustee is not related or subordinate to Mr. R. Lauren, (iii) 2,370,956 shares of Class B Common Stock held by a trust established for the benefit of Mrs. R. Lauren’s descendants, and of which Mr. R. Lauren has the power to remove and replace the trustee, provided that Mr. R. Lauren and Mrs. R. Lauren may not serve as the replacement trustees, (iv) 44,631 shares of Class B Common Stock held by a trust established for the benefit of Mrs. R. Lauren and Mr. R. Lauren’s descendants, and over which Mr. R. Lauren has the power to remove and replace the trustee, provided that the replacement trustee may not be anyone related or subordinate to him, (v) 51,365 shares of Class B Common stock held by a trust of which Mr. R. Lauren is the sole trustee, and (vi) 5,842,342 shares of Class B Common Stock held by the Lauren Family, L.L.C., a limited liability company of which Mr. R. Lauren has the power to remove and replace the managers (currently Andrew Lauren, Mr. D. Lauren and Dylan Lauren, all children of Mr. R. Lauren and Mrs. R. Lauren), provided that any such replacement manager is not Mr. R. Lauren or related to or subordinate to Mr. R. Lauren (the “Lauren Family L.L.C.”). Actions by the Lauren Family, L.L.C. require the consent of a majority of the managers. The Lauren Family L.L.C. qualifies as a Class B Permitted Holder. | | 4. | For Mr. Louvet, does not include (i) unvested performance-based stock awards with respect to 80,550 shares of Class A Common Stock, a portion of which are subject to upward or downward adjustment, (ii) 71,777 unvested RSUs (the underlying shares of our Class A Common Stock, net of shares withheld for taxes, for these RSUs will be delivered August 15, 2023), (iii) 25,862 unvested RSUs (the underlying shares of our Class A Common Stock, net of shares withheld for taxes, for these RSUs will be delivered in two equal annual installments on August 15, 2023 and August 15, 2024), and (iv) 49,149 unvested RSUs (the underlying shares of our Class A Common Stock, net of shares withheld for taxes, for these RSUs will be delivered in three equal annual installments beginning on August 15, 2023). |

  43. Valerie Jarrett

    | 5. | For Ms. Nielsen, does not include (i) unvested performance-based stock awards with respect to 45,882 shares of Class A Common Stock, which are subject to upward or downward adjustment, (ii) 28,711 unvested RSUs the underlying shares of our Class A Common Stock, net of shares withheld for taxes, for these RSUs will be delivered August 15, 2023), (iii) 10,776 unvested RSUs (the underlying shares of our Class A Common Stock, net of shares withheld for taxes, for these RSUs will be delivered in two equal annual installments on August 15, 2023 and August 15, 2024), and (iv) 20,478 unvested RSUs (the underlying shares of our Class A Common Stock, net of shares withheld for taxes, for these RSUs will be delivered in three equal annual installments beginning on August 15, 2023). | | 6. | For Ms. Alagöz, does not include (i) unvested performance-based stock awards with respect to 9,316 shares of Class A Common Stock, which are subject to upward or downward adjustment, (ii) 11,513 unvested RSUs (the underlying shares of our Class A Common Stock, net of shares withheld for taxes, for these RSUs will be delivered August 15, 2023), (iii) 2,694 unvested RSUs (the underlying shares of our Class A Common Stock, net of shares withheld for taxes, for these RSUs will be delivered in two equal annual installments on August 15, 2023 and August 15, 2024), and (iv) 6,144 unvested RSUs (the underlying shares of our Class A Common Stock, net of shares withheld for taxes, for these RSUs will be delivered in three equal annual installments beginning on August 15, 2023). | | 7. | For Mr. D. Lauren, does not include (i) unvested performance-based stock awards with respect to 6,503 shares of Class A Common Stock, a portion of which are subject to upward or downward adjustment, (ii) 5,264 unvested RSUs (the underlying shares of our Class A Common Stock, net of shares withheld for taxes, for these RSUs will be delivered August 15, 2023), (iii) 2,088 unvested RSUs (the underlying shares of our Class A Common Stock, net of shares withheld for taxes, for these RSUs will be delivered in two equal annual installments on August 15, 2023 and August 15, 2024), and (iv) 3,969 unvested RSUs (the underlying shares of our Class A Common Stock, net of shares withheld for taxes, for these RSUs will be delivered in three equal annual installments beginning on August 15, 2023). | | 8. | An aggregate amount of 5,842,342 shares of Class B Common Stock are held by Lauren Family, L.L.C. of which Mr. D. Lauren is one of the three current managers, along with Andrew Lauren and Dylan Lauren. Actions by the Lauren Family, L.L.C. require the consent of a majority of the managers. Mr. R. Lauren has the power to remove and replace the managers, provided that any such replacement manager is not Mr. R. Lauren or related to or subordinate to Mr. R. Lauren. | | 9. | For Ms. Ahrendts, includes 1,660 RSUs vesting within 60 days of the Record Date, the Class A shares for which will be delivered on August 4, 2023. | | 10. | For Mr. Alchin, includes 1,660 RSUs vesting within 60 days of the Record Date, the Class A shares for which will be delivered on August 4, 2023. | | 11. | For Mr. Bennack, includes 1,660 RSUs vesting within 60 days of the Record Date, the Class A shares for which will be delivered on August 4, 2023. | | 12. | For Ms. Cupp, includes 1,660 RSUs vesting within 60 days of the Record Date, the Class A shares for which will be delivered on August 4, 2023. | | 13. | For Ms. Findley, includes 1,660 RSUs vesting within 60 days of the Record Date, the Class A shares for which will be delivered on August 4, 2023. | | 14. | For Mr. George, includes 1,660 RSUs vesting within 60 days of the Record Date, the Class A shares for which will be delivered on August 4, 2023. | | 15. | For Ms. Jarrett, includes 1,660 RSUs vesting within 60 days of the Record Date, the Class A shares for which will be delivered on August 4, 2023. | | 16. | For Mr. Joly, includes 1,660 RSUs vesting within 60 days of the Record Date, the Class A shares for which will be delivered on August 4, 2023. | | 17. | For Mr. Walker, includes 1,660 RSUs vesting within 60 days of the Record Date, the Class A shares for which will be delivered on August 4, 2023. | | 18. | According to a Schedule 13G/A filed on January 23, 2023, BlackRock, Inc. (“BlackRock”) may be deemed the beneficial owner of 5,773,955 shares of Class A Common Stock beneficially owned by its subsidiaries, BlackRock Life Limited, BlackRock International Limited, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited and BlackRock Fund Managers Ltd, with the sole power to vote or direct the vote over 5,528,778 shares of Class A Common Stock and sole dispositive power over 5,773,955 shares of Class A Common Stock. BlackRock’s address is 55 East 52nd Street, New York, New York 10055. | | 19. | According to a Schedule 13G/A filed on February 9, 2023, The Vanguard Group (“Vanguard”) is the beneficial owner of 4,509,836 shares of Class A Common Stock with the shared power to vote or direct the vote over 47,162 shares of Class A Common Stock, sole dispositive power over 4,367,594 shares of Class A Common Stock and shared dispositive power over 142,242 shares of Class A Common Stock. The address for Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |

  44. Valerie Jarrett

    | 20. | According to a Schedule 13G filed on February 14, 2023, T. Rowe Price Associates, Inc. (“T. Rowe”) is the beneficial owner of 3,333,095 shares of Class A Common Stock with the sole power to vote or direct the vote over 1,279,870 shares of Class A Common Stock and sole dispositive power over 3,333,095 shares of Class A Common Stock. T. Rowe’s address is 100 E. Pratt Street, Baltimore, Maryland 21202. | | 21. | According to a Schedule 13G/A filed on January 25, 2023, JPMorgan Chase & Co. may be deemed the beneficial owner of 2,578,651 shares of Class A Common Stock beneficially owned by its subsidiaries, J.P. Morgan Trust Company of Delaware, J.P. Morgan Securities LLC, JPMorgan Chase Bank, National Association, JPMorgan Asset Management (UK) Limited, J.P. MORGAN SE, J.P.Morgan (Suisse) SA, J.P. Morgan Investment Management Inc., and 551, LLC, with the sole power to vote or direct the vote over 2,506,955 shares of Class A Common Stock, shared power to vote or to direct the vote 201 shares of Class A Common Stock, sole dispositive power over 2,577,567 shares of Class A Common Stock and shared power to dispose or to direct the disposition of 599 shares of Class A Common Stock. JPMorgan Chase & Co.’s address is 383 Madison Avenue, New York, New York 10179. | | 22. | According to a Schedule 13G filed on February 8, 2023, Invesco Ltd. (“Invesco”) may be deemed the beneficial owner of 2,147,293 shares of Class A Common Stock beneficially owned by its subsidiaries, Invesco Advisers, Inc., Invesco Investment Advisers LLC, and Invesco Capital Management LLC, with the sole power to vote or direct the vote over 2,105,737 shares of Class A Common Stock and sole dispositive power over 2,147,293 shares of Class A Common Stock. Invesco’s address is 1555 Peachtree Street NE, Suite 1800, Atlanta, Georgia 30309. | | 23. | Includes RSUs vested, as of the Record Date or within 60 days thereafter representing 14,940 shares of Class A Common Stock. Does not include (i) 323,400.73 unvested performance-based stock awards, a portion of which are subject to upward or downward adjustment, (ii) 417,763.28 unvested RSUs, and (iii) 499,369.54 vested RSUs (the underlying shares of our Class A Common Stock for these RSUs will not be delivered to Mr. R. Lauren until his separation of service from the Company or if earlier, upon a change in control), granted under the 1997 Stock Incentive Plan. |

  45. Valerie Jarrett

    | Type of Compensation | Compensation Amount | | Annual retainer for each non-employee director(1) | $90,000 | | Additional annual retainer for Lead Independent Director(1) | $50,000 | | Additional annual retainer for the Chair of each Board Committee(1) | • Chair of the Audit Committee: $30,000 • Chair of the Talent Committee: $30,000 • Chair of the Nominating Committee: $20,000 • Chair of the Finance Committee: $20,000 | | Annual retainer for member of each Board Committee(1) | • Audit Committee Member: $15,000 • Talent Committee Member: $15,000 • Nominating Committee Member: $10,000 • Finance Committee Member: $10,000 | | Annual equity award(2) | Target equity value of $160,000, which is delivered in the form of restricted stock units of Class A Common Stock. These restricted stock units vest on the one year anniversary of the grant. |

  46. Valerie Jarrett

    | 2. | The annual equity award to non-employee directors is awarded on the date of the Annual Meeting of Stockholders each year to those non-employee directors who join the Board on the date of the Meeting or have served as directors in the preceding fiscal year. |

  47. STOCK OWNERSHIP GUIDELINES

    | Director Compensation | Table of Contents |

  48. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table provides information concerning the compensation of those individuals who served as our non-employee directors during Fiscal 2023. Directors who are our employees receive no compensation for their services as directors and do not serve on any Committees of the Board.

  49. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash(1)($) | Stock Awards(2)($) | Total ($) | | Angela Ahrendts | 110,000 | 159,966 | 269,966 | | John R. Alchin | 145,000 | 159,966 | 304,966 | | Frank A. Bennack, Jr | 115,000 | 159,966 | 274,966 | | Debra Cupp | 78,750 | 159,966 | 238,716 | | Linda Findley | 130,000 | 159,966 | 289,966 | | Michael George | 160,000 | 159,966 | 319,966 | | Valerie Jarrett | 130,000 | 159,966 | 289,966 | | Hubert Joly | 185,000 | 159,966 | 344,966 | | Judith A. McHale(3) | 65,000 | — | 65,000 | | Darren Walker | 111,250 | 159,966 | 271,216 | | Wei Zhang | 55,000 | — | 55,000 |

  50. DIRECTOR COMPENSATION TABLE

    | 1. | Reflects the amount of fees paid in arrears for Fiscal 2023 per the retainers set forth in the table above based on timing of appointments to the Board or Committees, as applicable. |

  51. DIRECTOR COMPENSATION TABLE

    | 2. | We granted annual stock-based awards to non-employee directors on the same day as the annual stockholders meeting in the amount of $159,966, representing the aggregate grant date fair value of the annual grant, made on August 4, 2022, of 1,626 restricted stock units of the Company’s Class A Common Stock, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification topic 718. |

  52. DIRECTOR COMPENSATION TABLE

    | 3. | Ms. McHale departed the Board of Directors following the 2022 Annual Meeting of Stockholders but received compensation in connection with her service in the first and second quarters of Fiscal 2023. |

  53. DIRECTOR COMPENSATION TABLE

    | 56 | Ralph Lauren 2023 Proxy Statement | |

  54. DIRECTOR COMPENSATION TABLE

    | Director Compensation | Table of Contents |

  55. DIRECTOR EQUITY TABLE

    | | Restricted Stock Units(2) | | Angela Ahrendts | 1,649.4 | | John R. Alchin | 1,649.4 | | Frank A. Bennack, Jr. | 1,649.4 | | Debra Cupp | 1,649.4 | | Linda Findley | 1,649.4 | | Michael George | 1,649.4 | | Valerie Jarrett | 1,649.4 | | Hubert Joly | 1,649.4 | | Judith A. McHale(1) | — | | Darren Walker | 1,649.4 | | Wei Zhang | — |

  56. DIRECTOR EQUITY TABLE

    | 2. | Includes Dividend Equivalent Units that are subject to the same vesting provisions as the underlying restricted stock units and are accrued in the form of additional restricted stock units each quarter and credited to each non-employee director’s holdings. |

  57. Fiscal 2023 Performance Highlights

    | • | Overall, our key financial results for Fiscal 2023 were generally strong with higher results than prior year for both Total Company Revenue and Adjusted Operating Profit Margin. Each of these measures were weighted 40% in the short-term incentive plan. Total Company Revenue results were slightly ahead of the target set in our short-term incentive plan, while Adjusted Operating Profit Margin results were behind target as follows: |

  58. Fiscal 2023 Performance Highlights

    | • | For Fiscal 2023 short-term incentives, we added two new metrics, weighted 10% each, in the form of division Home revenue, a high-potential focus area, and a Digital Value Chain (“DVC”) metric, to unlock our goals toward sustainability and raw material usage. Home revenue results were 17% greater than Fiscal 2022 results, but below target, while the results of the DVC metric were above target. |

  59. Fiscal 2023 Performance Highlights

    | • | We maintained environmental, social, and governance (“ESG”) metrics in the form of a scorecard as our strategic goal modifier to our Fiscal 2023 short-term incentive plan to support our commitment to create positive social and environmental impacts across our Company, our industry and society. We exceeded the majority of the ESG targets set in the beginning of Fiscal 2023, resulting in a plus 10% adjustment to bonus payouts, except that this adjustment in annual bonus attributable to the strategic goal modifier was not applicable to Mr. R. Lauren. |

  60. Fiscal 2023 Performance Highlights

    | • | As part of our long-term incentives, we granted PSUs in Fiscal 2023 based on three-year Adjusted Return on Invested Capital (“Adjusted ROIC”) and three-year TSR relative to a comparator group of companies to support the Company’s strategy to return to sustainable earnings growth. |

  61. Returned Cash to Stockholders

    | 3. | Considering strategic mergers and acquisitions dependent on the ability to deliver long-term value |

  62. How We Connected Pay to Performance for Fiscal 2023

    How We Connected Pay to Performance for Fiscal 2023 Based on the feedback from our stockholders we received in Fiscal 2022, and aligned with our strategic priorities with review and discussion from our management team and outside consultants, and as determined by the Talent Committee, we utilized financial performance measures in our Fiscal 2023 short- and long-term incentive compensation plans to align with our strategic priorities and our desire to return to sustainable revenue and earnings growth. Adjusted Operating Profit Margin (40%) and Total Company Revenue (40%) were the main evenly weighted metrics focusing our executives on profitable growth. We added Home division revenue (10%), a high-potential focus area, and a DVC metric (10%) to unlock our goals toward sustainability and raw material usage. Given our continued strategic focus on ESG, we included ESG metrics again in our short-term incentive plan as the strategic goal modifier which enable the short-term incentive payout to be adjusted up or down 5% or 10% of payout based on metrics tied to the Company based on progress on key performance indicators (“KPIs”), comprised of citizenship and sustainability goals.

  63. Fiscal 2023 Long-Term Equity-Based Incentives Program Design

    Fiscal 2023 Long-Term Equity-Based Incentives Program Design We changed the performance measure in one of our long-term equity-based incentives from three-year Adjusted Operating Profit Margin to three-year Adjusted Return on Invested Capital (“Adjusted ROIC”) to provide a clear link to value creation for our stockholders over time, reward management for successful decisions on capital allocation and investments and differentiate measures in bonus and equity plans to prevent overlap. The Fiscal 2023 long-term equity-based incentive awards are summarized below.

  64. Fiscal 2023 Long-Term Equity-Based Incentives Program Design

    | Fiscal 2023 Awards Granted | Performance Measure | Performance Period | | PSUs – Adjusted Return on Invested Capital (“Adjusted ROIC”)(1) | Adjusted ROIC | Fiscal 2023 – Fiscal 2025 | | PSUs – Relative TSR(1) | Relative TSR | Fiscal 2023 – Fiscal 2025 | | Restricted Stock Units (“RSUs”)(2) | N/A Time-based | N/A Three-year pro-rata vesting |

  65. Fiscal 2023 Long-Term Equity-Based Incentives Program Design

    | 1. | Represents 50% of annual equity award for Mr. R. Lauren and 25% of annual equity award for the other NEOs for each respective fiscal year of the performance period. |

  66. Fiscal 2023 Long-Term Equity-Based Incentives Program Design

    | 2. | Represents 50% of annual equity award for NEOs except for Mr. R. Lauren. |

  67. Fiscal 2023 Long-Term Equity-Based Incentives Program Design

    | 64 | Ralph Lauren 2023 Proxy Statement | |

  68. Fiscal 2023 Long-Term Equity-Based Incentives Program Design

    | Compensation Discussion & Analysis | Table of Contents |

  69. Fiscal 2023 Payouts of Long-Term Equity-Based Incentives Program

    Fiscal 2023 Payouts of Long-Term Equity-Based Incentives Program Since only time-based RSUs were granted in Fiscal 2021, as a temporary change due to the uncertainties of COVID-19, no performance-based equity awards vested in Fiscal 2023.

  70. Overview of Executive Compensation Governance Practices

    | Our Compensation Practices (What we do) | | At-Risk Compensation: Our incentive-based compensation represents a significant portion of our executives’ compensation (90% or more for both our Executive Chairman and Chief Creative Officer and our President and CEO). | | | | Stock Ownership Guidelines: We require our NEOs and other select members of our senior management to own a meaningful amount of our Common Stock, worth one to six times their base salary, depending on their positions. | | | | Double Trigger Vesting: We provide for double-trigger vesting following a change-in-control for equity awards for all participants in our long-term incentive plan. | | | | Clawback Policy: Our NEOs are subject to a recoupment policy in the event the Company is required to restate its financial statements, providing the right to recoup granted, earned, and vested awards with a look-back period. | | | | Fixed Share Authorization: Our long-term incentive plan does not provide for an evergreen feature that would automatically replenish the shares for issuance. | | | | Caps on Incentive Payouts: We have caps on maximum payouts under our short-term and long-term incentive plans. | | | | Annual Review: We conduct an annual review of our executive compensation program to ensure it rewards executives for performance against clear metrics that align with our Strategic Plan and stockholder interests, retains top talent, and discourages unnecessary risk taking by our executives. | | | | Regular Review of Programs with Top Institutional Investors: We annually review our compensation programs with our top institutional investors for their feedback and consideration. | | | | Regular Review of Share Utilization: We regularly evaluate share utilization levels and review the dilutive impact of stock compensation. | | | | Independent Consultant: We work with an independent compensation consultant retained by the Talent Committee. | | | | Independent Talent Committee: Our Talent Committee is composed solely of independent directors. |

  71. Overview of Executive Compensation Governance Practices

    | Our Prohibited Compensation Practices (What we don’t do) | | No Guaranteed Increases: We do not guarantee salary increases or annual incentives for our NEOs. | | | | No Hedging or Pledging: We prohibit the hedging or pledging of the Company’s stock by directors, officers, or other employees of the Company. | | | | No Excise Tax Gross Ups: We do not provide any tax gross ups. | | | | No Discount Grants: We do not provide for grants of any equity below fair market value. |

  72. Stockholder Outreach

    | – | We continued to include ESG metrics as a strategic goal modifier in the short-term plan to support our key citizenship and sustainability goals, including climate, water and diversity. |

  73. Stockholder Outreach

    | – | We changed the performance measure in one of our long-term equity-based incentives plan from three-year Adjusted Operating Profit Margin to three-year Adjusted Return on Invested Capital (“Adjusted ROIC”) to provide a clear link to value creation for our stockholders over time, reward management for successful decisions on capital allocation and investments and differentiate measures in bonus and equity plans to prevent overlap. We maintained three-year relative TSR compared to our comparator group of companies. These financial metrics were selected with the purpose of driving sustainable long-term growth and value creation. |

  74. Looking Forward to Fiscal 2024

    Looking Forward to Fiscal 2024 Based on feedback received from our stockholders in Fiscal 2023, the Talent Committee, in conjunction with management and its third-party independent compensation consultant, reviewed and approved changes to the design of the Fiscal 2024 compensation programs to align with our strategic priorities to elevate our brand and set ourselves up for long-term sustainable growth and value creation. For our Fiscal 2024 short-term incentive plan, we continue to evolve the metrics in support of our Strategic Plan. In addition to the financial metrics of Total Company Revenue and Adjusted Operating Profit Margin, we will retain a DVC metric as it continues to support our strategy and will include revenue from key strategic growth drivers: Women’s Apparel, Outerwear, and Handbags & Small Leather Goods. We will continue to use ESG metrics in the form of a scorecard as the strategic goal modifier with KPIs tied to the Company making progress on key citizenship and sustainability goals, including climate, water and diversity.

  75. Compensation Goal Setting

    | • | Our incentive plan targets are set at levels that align with the approved Strategic Plan and the financial guidance we provide to investors. At the time the financial goals are established, the Talent Committee, in consultation with its third-party independent compensation consultant, considers a variety of qualitative and quantitative factors, including the financial impact of incentive payouts above and below target before establishing minimum and maximum financial goals and the corresponding payout levels for incentives. |

  76. Determination of Compensation for Executives

    | • | Market Data. We organize our business into the following three reportable segments: North America, Europe, and Asia. Our primary products include apparel for men, women and children, footwear, accessories, home furnishings, fragrance, and hospitality. As a result, we believe our product breadth, multichannel distribution, and global reach are unique among luxury and apparel companies. |

  77. Determination of Compensation for Executives

    Accordingly, while the Talent Committee considers, among other things, competitive market compensation paid by other companies in our industry in establishing compensation programs, the Talent Committee does not set executive compensation at, or near, any particular target percentile within a peer group. Instead, the Talent Committee considers compensation market data across multiple comparator groups in setting our executive compensation levels.

  78. Determination of Compensation for Executives

    | • | Other Considerations. In addition to market data, the Talent Committee considers several other factors in determining executive compensation levels, including internal pay equity, nature and scope of responsibility, individual employee’s current performance and expected future contributions, succession planning considerations relative to development and retention, and our performance, financial plans, and budget. In order to succeed in the execution of our Strategic Plan, we will require the ability to attract and retain high level executive talent. |

  79. Role of the Talent Committee

    | • | Review and approve the design and goals of the incentive plans |

  80. Role of the Compensation Consultants

    Role of the Compensation Consultants We engage compensation consultants to assist in reviewing our overall compensation strategy and total compensation package and to provide input on the competitive market for executive talent, evolving executive and director compensation market practices, program design and regulatory compliance. The Talent Committee retains an independent outside compensation consulting firm, Korn Ferry, to provide guidance in connection with the development and evaluation of compensation philosophy, policies and practices and significant executive compensation decisions. The Talent Committee has the sole authority to retain and terminate the independent compensation consulting firm and approve the firm’s fees and other retention terms.

  81. Role of the Compensation Consultants

    | | Ralph Lauren 2023 Proxy Statement | 69 |

  82. Role of the Compensation Consultants

    | Compensation Discussion & Analysis | Table of Contents |

  83. Role of the Compensation Consultants

    In Fiscal 2023, the Talent Committee engaged Korn Ferry to provide independent advisory services. The Talent Committee meets with Korn Ferry regularly and as needed, in the Talent Committee’s sole discretion, and the consultant assists the Talent Committee by:

  84. Role of the Compensation Consultants

    | • | attending Talent Committee meetings; |

  85. Role of the Compensation Consultants

    | • | meeting with the Talent Committee without management present; |

  86. Role of the Compensation Consultants

    | • | providing third-party data, advice and expertise on proposed executive compensation and awards and plan designs; |

  87. Role of the Compensation Consultants

    | • | reviewing briefing materials prepared by management and outside advisers and advising the Talent Committee on the matters included in these materials, including the consistency of proposals with the Talent Committee’s compensation philosophy and comparisons to programs at other companies; |

  88. Role of the Compensation Consultants

    | • | preparing its own analysis of compensation matters, including positioning of programs in the competitive market and the design of plans consistent with the Talent Committee’s compensation philosophy; and |

  89. Role of the Compensation Consultants

    | • | advising the Talent Committee on compensation decisions based on the unique circumstances in Fiscal 2023. |

  90. Role of the Compensation Consultants

    Fees for executive compensation services provided to the Talent Committee during Fiscal 2023 were $245,250. Korn Ferry also provides other services to Ralph Lauren Corporation which must be approved by the Talent Committee. Fees for these other corporate services collected during Fiscal 2023 were $239,000 which included fees collected related to the employee engagement survey, digital services, and leadership and talent consulting services. The Talent Committee has made an assessment under the factors set forth in the NYSE rules and concluded that Korn Ferry is independent and that the firm’s work for the Talent Committee does not raise any conflicts of interest. In making this assessment, the Committee considered the other services that Korn Ferry provides to management and other Korn Ferry policies and processes in place. Management continued to retain the services of Compensation Advisory Partners, LLC (“CAP”), as its compensation consultant. CAP’s role is to assist management in the development and analysis of executive compensation matters.

  91. Role of the Compensation Consultants

    | 70 | Ralph Lauren 2023 Proxy Statement | |

  92. Role of the Compensation Consultants

    | Compensation Discussion & Analysis | Table of Contents |

  93. Employment Agreements

    Employment Agreements All our NEOs have employment agreements other than Mr. D. Lauren. Employment agreements for our NEOs were reviewed and approved by the Talent Committee, in consultation with its independent compensation consultant and the Talent Committee’s independently retained legal advisors when requested and reviewed and approved with Mr. R. Lauren and Mr. Louvet with respect to our other NEOs. The terms of Mr. D. Lauren’s compensation arrangement were determined based on his role in the organization and were also reviewed and approved by the Talent Committee. The guidelines for salary, bonus, and certain other compensation components for each NEO with an employment agreement are set forth in his or her respective employment agreement. The agreements also provide for certain benefits, including those in the event of various termination or change in control situations. We believe that providing for certain benefits in change in control situations enhances the value of the business by preserving the continuity of management during these potential situations and by focusing our senior executives on our long-term priorities. See “Executive Employment Agreements and Compensatory Arrangements,” “Summary Compensation Table” and “Potential Payments Upon Termination or Change in Control” below for a more detailed description of the payments and benefits provided under each NEO’s employment agreement and other compensatory arrangements.

  94. Compensation Element: Short-Term Annual Cash Incentive Awards

    Compensation Element: Short-Term Annual Cash Incentive Awards In Fiscal 2023, all our NEOs participated in the Executive Officer Annual Incentive Plan (“EOAIP”), a stockholder-approved, short-term cash incentive bonus plan, in which the Talent Committee determines the eligible EOAIP participants from among our executive officers. The EOAIP is designed to promote strong executive decision-making and achievement that supports the realization of significant overall Company financial goals. Key features of the EOAIP are as follows:

  95. Compensation Element: Short-Term Annual Cash Incentive Awards

    | Payouts | Payouts are based on different levels of achievement, which include threshold, target and maximum levels, established by the Talent Committee each year. In Fiscal 2023, the Talent Committee determined that the following performance levels were applicable to EOAIP participants: | | | | Threshold | The minimum level of performance that is required before the bonus plan pays out at 50% of the target level. | | | Target | 100% achievement of financial goals and strategic goals as determined by the Committee. | | | Maximum | 200% achievement at a superior level of performance. | | Talent Committee Process and Authority | Process: Each year, we engage in an extensive and deliberate process to establish our performance measures and performance targets which are subject to the Talent Committee approval in consultation with its independent consultant. At the end of the fiscal year, the following approval process takes place: • After our independent auditors issue their audit opinion for the completed fiscal year, the Talent Committee determines the extent to which, if at all, financial performance has been achieved against pre-established targets; • Based upon the degree of achievement, the Talent Committee approves the annual cash incentive bonuses payable to each NEO under the EOAIP, as applicable; and • The Talent Committee believes that the performance of each of our NEOs is represented by the Company’s financial and other strategic performance results. Individual performance is not considered in determining their bonuses. Authority: The Talent Committee has the authority to: • Determine the eligible EOAIP participants from among our executive officers; • Establish the performance goals at the beginning of the fiscal year and payout schedules, including any adjustments; • Establish the required achievement levels against pre-determined performance goals under the EOAIP; and • Exercise discretion to reduce or eliminate, but not increase, the bonus amounts payable under the EOAIP. | |

  96. Annual Cash Incentive Awards – Fiscal 2023

    Annual Cash Incentive Awards – Fiscal 2023 As approved by the Talent Committee at the beginning of our fiscal year, the corporate performance measures selected for the short-term incentive plan were Fiscal 2023 Total Company Revenue and Adjusted Operating Profit Margin, Home division revenue and a DVC metric. The Talent Committee believes that these measures align with stockholders’ interests, promote sustainable long-term stockholder value, and are aligned to the objectives of our Strategic Plan. The Fiscal 2023 financial targets were set at a level that would require a challenging level of performance aligned to support the financial guidance set forth in the Fiscal 2023 Strategic Plan communicated to stockholders. Bonus Payouts for Fiscal 2023. Each of our NEOs was eligible for a bonus in Fiscal 2023 when we reached threshold performance of the full year financial measure targets including adjustments approved by the Talent Committee at the beginning of the fiscal year. The following table outlines our Fiscal 2023 EOAIP target goals and actual performance as measured against those goals.

  97. Annual Cash Incentive Awards – Fiscal 2023

    | Fiscal 2023 Performance Measure | Goals | | | | Actual Compensation Awarded as a % of Target(2) | | | Threshold 50% | Target 100% | Maximum 200% | Actual Results(1) | | | Adjusted Operating Profit Margin (40% weight)(3) | 13.8% | 14.5% | 15.2% | 13.8% | 88% for Mr. R. Lauren; 96.8% for our CEO and other NEOs | | Total Company Revenue - $ millions (40% weight) | $6,451.2 | $6,790.8 | $7,130.3 | $6,803.6 | | | Home division revenue - % Increase over prior year (10% weight) | 15.8% | 28.6% | 41.5% | 17.3% | | | DVC metric - % Complete (10% weight) | 85% | 90% | 100% | 100% | |

  98. Annual Cash Incentive Awards – Fiscal 2023

    | 1. | Includes impact of adjustments approved by the Talent Committee, including restructuring and other charges pursuant to the Strategic Plan. Actual results do not include impact of the strategic modifier adjustment. Including the impact of the strategic modifier adjustment, Adjusted Operating Profit Margin for Fiscal 2023 was 13.7%. |

  99. Annual Cash Incentive Awards – Fiscal 2023

    | 74 | Ralph Lauren 2023 Proxy Statement | |

  100. Annual Cash Incentive Awards – Fiscal 2023

    | Compensation Discussion & Analysis | Table of Contents |

  101. Annual Cash Incentive Awards – Fiscal 2023

    | 2. | Includes impact of the strategic modifier, which can adjust bonus payment from -10% to +10%. For Fiscal 2023, as determined by the Talent Committee, there was a plus 10% adjustment for the strategic modifier based on the performance results of the ESG scorecard where performance exceeded target level. Any adjustment in annual bonus attributable to the strategic modifier is not applicable to Mr. R. Lauren. |

  102. Annual Cash Incentive Awards – Fiscal 2023

    | 3. | Reference Appendix B for a reconciliation of Adjusted Operating Profit Margin to most directly comparable GAAP measure. |

  103. Annual Cash Incentive Awards – Fiscal 2023

    ESG metrics were set in the form of a scorecard as the Strategic Modifier Goal with five sustainability KPIs and five citizenship KPIs. Each of the NEOs, except for Mr. R. Lauren, may have their respective bonuses adjusted upwards 5% or 10% or downwards 5% or 10% based on the achievement of previously established strategic goals, up to a maximum bonus payout of 200% of target, including strategic goal adjustment. For Fiscal 2023, ESG metrics in the form of a scorecard were selected by the Talent Committee as our strategic goal to support the importance of our citizenship and sustainability strategy to create positive social and environmental impacts across our Company, our industry and society. Progress made against KPIs set in the form of a scorecard for the ESG strategic goal modifier are noted in the chart below. The majority of KPIs were determined by the Talent Committee to be exceeding the Fiscal 2023 goal set resulting in overall assessed progress above target. For Fiscal 2023, as determined by the Talent Committee, there was a plus 10% adjustment of the strategic modifier based on the performance results of the ESG Scorecard where performance exceeded target level. This adjustment in annual bonus attributable to the strategic modifier was not applicable to Mr. R. Lauren.

  104. Annual Cash Incentive Awards – Fiscal 2023

    | ESG Scorecard | KPI | Actual Fiscal 2023 Achievement | Fiscal 2023 Progress Against Commitment Goal | | SUSTAINABILITY | GHG Emission: reduction over Fiscal 2020 baseline | 29% reduction over Fiscal 2020 baseline | Exceeded Goal | | | Sustainable Material: % of units meeting criteria | 89% meeting criteria | Exceeded Goal | | | Waste Diversion from Landfill: across global distribution centers | 92% waste diverted across global distribution centers | Exceeded Goal | | | Water: reduction over Fiscal 2020 baseline | 25% reduction over Fiscal 2020 baseline | Met Goal | | | Chemical Use Transparency: by business | 79% transparency by business | Exceeded Goal | | CITIZENSHIP | People of Color: % of Global Leadership | 20% of Global Leadership Team is comprised of underrepresented racial and ethnic groups | Met Goal | | | Gender Parity: ensuring we continue to have gender parity at the VP level and above | Maintained gender parity with 50% female to male split with equal representation in leadership positions at the VP level and above | Exceeded Goal | | | Responsible Purchasing Practices: follow up workshops & implementation trainings finished for all teams, improvement areas & success metrics identified and established in partnership within all cross functional teams | Completed Fiscal 2023 goal | Met Goal | | | Diverse Suppliers: spend globally | 15.9% spend globally on diverse suppliers | Exceeded Goal | | | DE&I employee survey: total company favorability | 88% favorable which supports our DE&I strategy: To create a culture of belonging, equality, inclusion and fairness for all | Exceeded Goal |

  105. Annual Cash Incentive Awards – Fiscal 2023

    | | Ralph Lauren 2023 Proxy Statement | 75 |

  106. Annual Cash Incentive Awards – Fiscal 2023

    | Compensation Discussion & Analysis | Table of Contents |

  107. Annual Cash Incentive Awards – Fiscal 2023

    The table below sets forth the target bonus and actual Fiscal 2023 cash bonus for each of our NEOs:

  108. Annual Cash Incentive Awards – Fiscal 2023

    | Name / Title | Target Bonus ($) | Actual Fiscal 2023 Bonus ($) | | Ralph Lauren(1) Executive Chairman and Chief Creative Officer | 6,000,000 | 5,280,000 | | Patrice Louvet(1)(2) CEO | 4,050,000 | 3,920,400 | | Jane Nielsen(1)(2) COO and CFO | 1,837,500 | 1,778,700 | | David Lauren(1)(2) Chief Branding and Innovation Officer, Vice Chairman of the Board, Strategic Advisor to the CEO and President of The Ralph Lauren Corporate Foundation | 712,500 | 689,700 | | Halide Alagoz(1)(2) Chief Product Officer | 950,000 | 919,600 |

  109. Annual Cash Incentive Awards – Fiscal 2023

    | 1. | Target bonus amounts payable to Messrs. R. Lauren and Louvet, and Mses. Nielsen and Alagoz are set forth in their respective employment agreements. Target bonus amount payable to Mr. D. Lauren, who does not have an employment agreement, is based on his role in the organization and was approved by the Talent Committee. |

  110. Annual Cash Incentive Awards – Fiscal 2023

    | 2. | Includes the effect, if any, of the strategic goal modifier which may adjust the bonuses upwards 5% or 10% or downwards 5% or 10%, up to a maximum bonus payout of 200% of target, including the strategic goal modifier adjustment. For Fiscal 2023, the Talent Committee determined there would be a plus 10% adjustment for the strategic modifier based on the performance results of the ESG scorecard. |

  111. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023 Long-term equity-based incentives are intended to align executive and stockholder interests and encourage strong executive decision-making that maximizes stockholder value creation over the long-term. The values, mix, and type of annual grants for each senior executive are discussed by management and the Talent Committee and ultimately approved by the Talent Committee, in consultation with its independent consultant, unless the terms have been previously approved and set forth in an employment agreement. The determination of the mix and type of Mr. R. Lauren’s Fiscal 2023 annual grant was provided under his employment agreement with 100% of award in the form of PSUs with 50% utilizing Adjusted ROIC as the performance measure and 50% utilizing Relative TSR as the performance measure. In Fiscal 2023, all equity awards to our NEOs were granted under our 2019 Stock Incentive Plan. These awards all provide the recipient with the opportunity to receive shares of our Class A Common Stock over a specified period. The achievement of our performance goals for performance-based equity awards is subject to adjustment to exclude the effect of certain unbudgeted events and unusual items or transactions, as permitted under the 2019 Stock Incentive Plan, in accordance with the adjustment rules established by the Talent Committee at the beginning of each fiscal year. RSUs granted to all NEOs, with the exception of Mr. R. Lauren, are time-based awards vesting on a pro-rata basis over three years on the anniversary date of the grant. The Fiscal 2023 awards consisted of:

  112. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    | Fiscal 2023 Awards Granted | Performance Measure | Performance Period | | PSUs – Adjusted ROIC(1) | Adjusted ROIC | Fiscal 2023 – Fiscal 2025 | | PSUs – Relative TSR(1) | Relative TSR | Fiscal 2023 – Fiscal 2025 | | RSUs(2) | N/A Time-based | N/A Three-year pro-rata vesting |

  113. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    | 1. | Represents 50% of annual equity award for Mr. R. Lauren and 25% of annual equity award for the other NEOs for each respective fiscal year. |

  114. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    | 2. | Represents 50% of annual equity award for NEOs except for Mr. R. Lauren who receives 100% of his award in the form of PSUs as provided under his employment agreement. |

  115. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    | 76 | Ralph Lauren 2023 Proxy Statement | |

  116. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    | Compensation Discussion & Analysis | Table of Contents |

  117. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    Details regarding the PSUs and RSUs are outlined below.

  118. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    | • | PSUs-Adjusted ROIC. Adjusted ROIC is used as a performance measure to provide a clear link to value creation for our stockholders over time, reward management for successful decisions on capital allocation and investments and differentiate measures in bonus and equity plans to prevent overlap. Awards granted in Fiscal 2023 may pay out from 0% to 200% of target based on three-year cumulative Adjusted ROIC results (Fiscal 2023 – Fiscal 2025). |

  119. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    The performance and payout levels for the PSUs-Adjusted ROIC are summarized below. The Talent Committee believes the payout percentages for our PSUs provide an appropriate balance between the performance levels required relative to the level of payout, based on targets that require significant effort for achievement over a multi-year period. Once an award is granted in any fiscal year, the pre-established performance measures, performance goals, vesting schedule or payout schedule cannot be modified for that grant, unless otherwise approved by the Talent Committee, during the applicable performance period.

  120. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    | Performance Level | % of Goal Achieved | % of PSUs Vested | | Threshold | 90% | 50% | | Target | 100% | 100% | | Maximum | 110% | 200% |

  121. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    No payout is earned for performance below threshold. Vesting is interpolated for performance between 90% and 100% of target, and for performance between 100% and 110% of target.

  122. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    | • | PSUs-Relative TSR. Relative TSR is used as a performance measure to align our executives with the interests of our stockholders. Awards granted in Fiscal 2023 may pay out from 0% to 200% of target based on the performance of the Company’s stock as compared to the performance of stock in a comparator group of companies over the three-year performance period (Fiscal 2023 – Fiscal 2025). Relative TSR is based on stock price appreciation, plus dividends reinvested, with starting and ending share prices based on average closing stock prices for the 20 trading days ending immediately prior to the beginning and end of the performance period. The comparator group of companies is specified at the time of grant and if any comparator group companies are removed from the NYSE for any reason over the performance period, they are removed from the final performance calculation at the end of the performance period, such that the final TSR performance calculations may be based on fewer companies. |

  123. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    The comparator group which is being used for the Fiscal 2023 PSUs — Relative TSR is shown below. The companies in the comparator group include luxury retail peers, certain department stores and apparel wholesalers, and other leading companies in the industry.

  124. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    | Abercrombie & Fitch Co. | Levi Strauss & Co. | PVH Corp. | V.F. Corporation | | Capri Holdings Limited | lululemon athletica inc. | RH (Restoration Hardware, Inc.) | Williams-Sonoma, Inc. | | Dillard’s, Inc. | Macy’s Inc. | Tapestry, Inc. | | | The Gap, Inc. | Nike, Inc. | Under Armour, Inc. | | | G-III Apparel, Ltd. | Nordstrom, Inc. | Urban Outfitters, Inc. | |

  125. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    | | Ralph Lauren 2023 Proxy Statement | 77 |

  126. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    | Compensation Discussion & Analysis | Table of Contents |

  127. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    The performance and payout levels for the PSUs-Relative TSR are summarized as follows:

  128. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    | Performance Level | Relative TSR Performance | % of PSUs Vested | | Below Threshold | Below 30th Percentile | 0% | | Threshold | 30th Percentile | 50% | | Target | 50th Percentile | 100% | | Stretch | 70th Percentile | 150% | | Maximum | 90th Percentile and above | 200% |

  129. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    No payout is earned for performance below threshold. The number of PSUs earned is interpolated on a linear basis for performance between Threshold and Target, between Target and Stretch, and between Stretch and Maximum. RSUs granted to all NEOs, with the exception of Mr. R. Lauren, are time-based awards vesting on a pro-rata basis over three years on the anniversary date of the grant. In Fiscal 2023, each of our NEOs received long-term equity awards granted in the form of share units on August 15, 2022.

  130. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    | Name / Title | PSUs-Adjusted ROIC(1) | PSUs-Relative TSR(1) | RSUs-Pro-rata | | Ralph Lauren Executive Chairman and Chief Creative Officer | 56,318 | 42,020 | — | | Patrice Louvet CEO | 24,575 | 19,836 | 49,149 | | Jane Nielsen COO and CFO | 10,240 | 8,265 | 20,478 | | David Lauren Chief Branding and Innovation Officer, Vice Chairman of the Board, Strategic Advisor to the CEO and President of The Ralph Lauren Corporate Foundation | 1,984 | 1,601 | 3,969 | | Halide Alagoz Chief Product Officer | 3,072 | 2,480 | 6,144 |

  131. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2023

    1. Represent target share units, may pay out from 0% to 200% of target based on the performance results.

  132. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth a summary of all compensation awarded or paid to or earned by our NEOs for Fiscal 2023, Fiscal 2022, and Fiscal 2021.

  133. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary(1)($) | Stock Awards(2)($) | Non-Equity Incentive Plan Compensation(3)($) | All Other Compensation(4)($) | Total ($) | | Ralph Lauren Executive Chairman and Chief Creative Officer | 2023 | 1,750,000 | 11,000,014 | 5,280,000 | 258,865 | 18,288,879 | | | 2022 | 1,783,654 | 11,000,038 | 12,000,000 | 164,118 | 24,947,810 | | | 2021 | — | 11,000,011 | 6,000,000 | 131,234 | 17,131,245 | | Patrice Louvet President and CEO | 2023 | 1,350,000 | 9,110,544 | 3,920,400 | 90,412 | 14,471,356 | | | 2022 | 1,341,346 | 9,228,711 | 7,896,240 | 86,761 | 18,553,058 | | | 2021 | 1,117,788 | 7,131,351 | 3,750,000 | 64,429 | 12,063,568 | | Jane Nielsen COO and CFO | 2023 | 1,050,000 | 3,796,028 | 1,778,700 | 29,123 | 6,653,851 | | | 2022 | 1,073,654 | 5,244,347 | 3,675,000 | 21,958 | 10,014,959 | | | 2021 | 1,005,577 | 2,852,609 | 1,837,500 | 25,338 | 5,721,024 | | David Lauren Chief Branding and Innovation Officer, Vice Chairman of the Board, Strategic Advisor to the CEO and President of The Ralph Lauren Corporate Foundation | 2023 | 950,000 | 735,567 | 689,700 | 27,750 | 2,403,017 | | | 2022 | 933,654 | 745,129 | 1,374,060 | 27,392 | 3,080,235 | | | 2021 | 814,038 | 523,003 | 637,500 | 25,569 | 2,000,110 | | Halide Alagoz Chief Product Officer | 2023 | 948,077 | 1,138,924 | 919,600 | 61,875 | 3,068,476 |

  134. SUMMARY COMPENSATION TABLE

    | 1. | The amounts reported in this column represent base salaries paid to each of the NEOs for the applicable fiscal year as provided for in each of their respective employment agreements or compensation arrangements. See “Executive Employment Agreements and Compensatory Arrangements.” Each of Fiscal 2023 and Fiscal 2021 was a 52-week period. Fiscal 2022 was a 53-week period. The amounts in Fiscal 2021 reflect temporary salary reductions instituted during the fiscal year as a result of COVID-19. |

  135. SUMMARY COMPENSATION TABLE

    | 82 | Ralph Lauren 2023 Proxy Statement | |

  136. SUMMARY COMPENSATION TABLE

    | Executive Compensation Matters | Table of Contents |

  137. SUMMARY COMPENSATION TABLE

    | 2. | The stock-based compensation amounts shown in this column reflect the aggregate grant date fair value, assuming no risk of forfeiture, of RSU and PSU awards granted during Fiscal 2023, Fiscal 2022 and Fiscal 2021, calculated in accordance with Accounting Standards Codification topic 718, “Stock Compensation” (“ASC 718”). The assumptions used in calculating these amounts are set forth in Note 18 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for Fiscal 2023. We determine the fair value of RSU, PSU, PSU-OPM, PSU-Adjusted ROIC and PSU-EPS awards using the average of the high and low stock prices on the date of grant, as adjusted to reflect the absence of dividends for those awards that are not entitled to dividend equivalents. We determine the fair value of PSU-Relative TSR award using a Monte Carlo simulation, which models multiple stock price paths of the Company’s Class A common stock and that of its comparator group to evaluate and determine its ultimate expected relative TSR performance ranking. For all PSUs, the amounts shown in the table reflect the aggregate grant date fair value at the Target achievement level. | | | RSUs can only be paid out at Target. No PSUs were granted in Fiscal 2021. If Performance were assumed to be achieved at the Maximum level for PSUs granted in Fiscal 2023 and Fiscal 2022, the aggregate grant date fair values would increase as follows: |

  138. SUMMARY COMPENSATION TABLE

    | | Fiscal 2023 | | Fiscal 2022 | | | | PSUs- Adjusted ROIC ($) | PSUs-Relative TSR ($) | PSUs-OPM ($) | PSUs-Relative TSR ($) | | Ralph Lauren | 5,500,016 | 5,499,998 | 5,500,021 | 5,500,018 | | Patrice Louvet | 2,192,015 | 2,399,958 | 2,241,346 | 2,399,942 | | Jane Nielsen | 913,377 | 999,982 | 2,332,951 | 999,940 | | David Lauren | 176,967 | 193,705 | 180,962 | 193,796 | | Halide Alagoz | 274,013 | 300,055 | N/A | N/A |

  139. SUMMARY COMPENSATION TABLE

    | 3. | The amounts reported in this column represent payments made under the EOAIP in June following the expiration of the fiscal year to which the payments relate. | | 4. | The amounts reported in this column represent the aggregate dollar amount for each NEO of all other compensation for the year, including perquisites and other personal benefits. Under SEC rules, we are required to identify by type all perquisites and other personal benefits for a NEO if the total value for that individual equals or exceeds $10,000, and to report and quantify each perquisite or personal benefit that exceeds the greater of $25,000 or 10% of the total amount for that individual. | | | In Fiscal 2023, Mr. R. Lauren received perquisites and other personal benefits, including reimbursement for personal travel ($200,000) which increased compared to the prior two years with the resumption of travel post pandemic, personal use of an automobile and driver ($56,640) and enhanced amount of business travel accident coverage. | | | In Fiscal 2023, Mr. Louvet received perquisites and other personal benefits, including car service for travel to and from his home to the office ($46,396), financial planning services ($30,000), annual executive medical exam and matching contribution under the Company’s 401(k) plan. | | | In Fiscal 2023, Ms. Nielsen and Mr. D. Lauren received perquisites and other personal benefits, including an automobile allowance and matching contributions under the Company’s 401(k) plan. | | | In Fiscal 2023, Ms. Alagoz received perquisites and other personal benefits, including financial planning services ($30,000), annual executive medical exam, an automobile allowance and matching contributions under the Company’s 401(k) plan. |

  140. SUMMARY COMPENSATION TABLE

    | | Ralph Lauren 2023 Proxy Statement | 83 |

  141. SUMMARY COMPENSATION TABLE

    | Executive Compensation Matters | Table of Contents |

  142. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table represents all plan-based awards granted to the NEOs in Fiscal 2023.

  143. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock Units(2)(#) | Grant Date Fair Value of Stock ($) | | Name | Grant Date | Threshold(1)($) | Target(1)($) | Maximum(1)($) | Threshold(2)(#) | Target(2)(#) | Maximum(2)(#) | | | | Ralph Lauren | | 3,000,000 | 6,000,000 | 12,000,000 | | | | | | | | 08/15/2022(3) | | | | 28,159 | 56,318 | 112,636 | | 5,500,016 | | | 08/15/2022(4) | | | | 21,010 | 42,020 | 84,040 | | 5,499,998 | | Patrice Louvet | | 2,025,000 | 4,050,000 | 8,100,000 | | | | | | | | 08/15/2022(3) | | | | 12,288 | 24,575 | 49,150 | | 2,192,015 | | | 08/15/2022(4) | | | | 9,918 | 19,836 | 39,672 | | 2,399,958 | | | 08/15/2022(5) | | | | | | | 49,149 | 4,518,572 | | Jane Nielsen | | 918,750 | 1,837,500 | 3,675,000 | | | | | | | | 08/15/2022(3) | | | | 5,120 | 10,240 | 20,480 | | 913,377 | | | 08/15/2022(4) | | | | 4,133 | 8,265 | 16,530 | | 999,982 | | | 08/15/2022(5) | | | | | | | 20,478 | 1,882,669 | | David Lauren | | 356,250 | 712,500 | 1,425,000 | | | | | | | | 08/15/2022(3) | | | | 992 | 1,984 | 3,968 | | 176,967 | | | 08/15/2022(4) | | | | 801 | 1,601 | 3,202 | | 193,705 | | | 08/15/2022(5) | | | | | | | 3,969 | 364,895 | | Halide Alagoz | | 475,000 | 950,000 | 1,900,000 | | | | | | | | 08/15/2022(3) | | | | 1,536 | 3,072 | 6,144 | | 274,013 | | | 08/15/2022(4) | | | | 1,240 | 2,480 | 4,960 | | 300,055 | | | 08/15/2022(5) | | | | | | | 6,144 | 564,856 |

  144. GRANTS OF PLAN-BASED AWARDS

    | 1. | Represents grants of cash incentive awards under the Corporation’s EOAIP. See “Compensation Discussion and Analysis – Key Components of Executive Compensation – Compensation Element: Short-Term Annual Cash Incentive Awards” for a description of the material terms of these awards. | | 2. | Represents the number of RSUs, PSU-Adjusted ROIC and PSUs-Relative TSR that were granted in Fiscal 2023 under our 2019 Stock Incentive Plan. See “Compensation Discussion and Analysis-Key Components of Executive Compensation-Compensation Element: Long-Term Equity- Based Incentives-Fiscal 2023” for a description of the material terms of these awards. | | 3. | Represents a PSU grant where performance is based on Adjusted ROIC. | | 4. | Represents a PSU grant where performance is based on Relative TSR. | | 5. | Represents an RSU grant. |

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  147. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information concerning the unvested stock awards for each of our NEOs as of the end of Fiscal 2023.

  148. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ralph Lauren | | | | | | | 165,384(1) | 19,295,351 | | | | | | | 46,280(4) | 5,399,488 | | | | | 75,446(5) | 8,802,285 | | | | | 57,128(8) | 6,665,124 | | | | | 85,250(9) | 9,946,118 | | Patrice Louvet | | | | | | | 53,833(1) | 6,280,696 | | | | | 17,944(2) | 2,093,526 | | | | | 25,862(3) | 3,017,320 | | | | | 49,149(7) | 5,734,214 | | | | | | | 19,396(4) | 2,262,931 | | | | | 33,486(5) | 3,906,812 | | | | | 24,575(8) | 2,867,165 | | | | | 39,672(9) | 4,628,532 | | Jane Nielsen | | | | | | | 21,533(1) | 2,512,255 | | | | | 7,178(2) | 837,457 | | | | | 10,776(3) | 1,257,236 | | | | | 20,478(7) | 2,389,168 | | | | | | | 12,319(6) | 1,437,258 | | | | | 8,082(4) | 942,927 | | | | | 13,952(5) | 1,627,780 | | | | | 10,240(8) | 1,194,701 | | | | | 16,530(9) | 1,928,555 | | David Lauren | | | | | | | 3,948(1) | 460,613 | | | | | 1,316(2) | 153,538 | | | | | 2,088(3) | 243,607 | | | | | 3,969(7) | 463,063 | | | | | | | 2,704(5) | 315,476 | | | | | 1,566(4) | 182,705 | | | | | 1,984(8) | 231,473 | | | | | 3,202(9) | 373,577 |

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  151. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Halide Alagoz | 4,096(10) | 477,880 | | | | | 5,563(1) | 649,035 | | | | | 1,854(2) | 216,306 | | | | | 2,694(3) | 314,309 | | | | | 6,144(7) | 716,820 | | | | | | | 2,020(4) | 235,673 | | | | | 3,488(5) | 406,945 | | | | | 3,072(8) | 358,410 | | | | | 4,960(9) | 578,683 |

  152. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 1. | Amount reflects the number of shares of Class A common stock represented by unvested RSUs subject to time-based vesting. RSUs from this award were granted on August 15, 2020 and vest 100% on August 15, 2023. | | 2. | Amount reflects the number of shares of Class A common stock represented by unvested RSUs subject to time-based vesting. RSUs from this award were granted on August 15, 2020 and vest in three equal annual installments on the anniversary date of the grant. | | 3. | Amount reflects the number of shares of Class A common stock represented by unvested RSUs subject to time-based vesting. RSUs from this award were granted on August 15, 2021 and vest in three equal annual installments on the anniversary date of the grant. | | 4. | Amount reflects unearned Fiscal 2022 PSUs-OPM which in accordance with SEC rules are included at target performance. Where applicable, shares have been rounded to whole numbers. | | 5. | Amount reflects unearned Fiscal 2022 PSUs-TSR which in accordance with SEC rules are included at maximum performance. Where applicable, shares have been rounded to whole numbers. | | 6. | Amount reflects unearned Fiscal 2022 PSUs-OPM granted to Ms. Nielsen as part of her special one-time equity award which in accordance with SEC rules are included at target performance. Where applicable, shares have been rounded to whole numbers. | | 7. | Amount reflects the number of shares of Class A common stock represented by unvested RSUs subject to time-based vesting. RSUs from this award were granted on August 15, 2022 and vest in three equal annual installments on the anniversary date of the grant. |

  153. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 8. | Amount reflects unearned Fiscal 2023 PSUs-Adjusted ROIC which in accordance with SEC rules are included at target performance. See “Compensation Discussion and Analysis – Key Components of Executive Compensation – Compensation Element: Long-Term Equity-Based Incentives – Fiscal 2023” for a description of the material terms of these PSUs. Where applicable, shares have been rounded to whole numbers. | | 9. | Amount reflects unearned Fiscal 2023 PSUs-TSR which in accordance with SEC rules are included at maximum performance. See “Compensation Discussion and Analysis – Key Components of Executive Compensation – Compensation Element: Long-Term Equity-Based Incentives – Fiscal 2023” for a description of the material terms of these PSUs. Where applicable, shares have been rounded to whole numbers. | | 10. | Amount reflects the number of shares of Class A common stock represented by unvested RSUs subject to time-based vesting granted to Ms. Alagoz on August 15, 2018, and vest 100% on August 15, 2023. |

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  156. STOCK VESTED

    STOCK VESTED The following table provides information concerning the vesting of stock awards during Fiscal 2023 on an aggregated basis for each of our NEOs.

  157. STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Ralph Lauren(1) | 115,355 | 11,514,186 | | Patrice Louvet(2) | 114,655 | 11,011,775 | | Jane Nielsen(3) | 51,131 | 5,188,236 | | David Lauren(4) | 5,942 | 586,869 | | Halide Alagoz(5) | 8,250 | 812,166 |

  158. STOCK VESTED

    | 1. | In connection with the vesting of his performance-based stock awards, Mr. R. Lauren acquired 101,359 shares on May 31, 2022 with a market price of $99.465 and the table includes a cash payment of $90.36 in lieu of fractional shares representing 0.908 shares of Class A Common Stock. Market price is based upon the average of the high and the low stock prices on that day. | | | Mr. R. Lauren has outstanding vested RSUs whose underlying shares of Class A Common Stock will not be delivered until Mr. R. Lauren’s separation from the Company or, if earlier, upon a change in control. These RSUs are eligible to receive dividend equivalents in the form of additional fully vested RSUs each time we pay an actual cash dividend on our outstanding shares. Additional RSUs of 3,046.52, 3,911.16, 3,918.89 and 3,119.67 were acquired respectively on April 15, 2022, July 15, 2022, October 14, 2022 and January 13, 2023. Market price (based on the average of the high and low stock prices on that day) was $108.84, $93.07, $93.635 and $118.565, respectively. | | 2. | Mr. Louvet acquired 34,913 shares upon vesting of his RSUs, with a market price of $89.82 on July 3, 2022; 30,875 shares upon vesting of his RSUs, with a market price of $97.66 on August 15, 2022. In connection with the vesting of his performance-based stock awards, Mr. Louvet acquired 48,867 shares on May 31, 2022 with a market price of $99.465 and the table includes a cash payment of $80.57 in lieu of fractional shares representing 0.81 shares of Class A Common Stock. | | 3. | Ms. Nielsen acquired 12,566 shares upon vesting of her RSUs, with a market price of $97.66 on August 15, 2022; and 7,709 shares upon vesting of her RSUs, with a market price of $115.68 on March 31, 2023. In connection with the vesting of her performance-based stock awards, Ms. Nielsen acquired 30,856 shares on May 31, 2022 with a market price of $99.465 and the table includes a cash payment of $171.08 in lieu of fractional shares representing 1.72 shares of Class A Common Stock. | | 4. | Mr. D. Lauren acquired 2,360 shares upon vesting of his RSUs, with a market price of $97.66 on August 15, 2022. In connection with the vesting of his performance-based stock awards, Mr. D. Lauren acquired 3,582 shares on May 31, 2022 with a market price of $99.465 and the table includes a cash payment of $107.43 in lieu of fractional shares representing 1.08 shares of Class A Common Stock. | | 5. | Ms. Alagoz acquired 4,705 shares upon vesting of his RSUs, with a market price of $97.66 on August 15, 2022. In connection with the vesting of her performance-based stock awards, Ms. Alagoz acquired 3,545 shares on May 31, 2022 with a market price of $99.465 and the table includes a cash payment of $72.61 in lieu of fractional shares representing 0.73 shares of Class A Common Stock. |

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  161. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION The following table provides information with respect to our defined contribution and non-tax-qualified compensation deferral plans for each of our NEOs.

  162. NON-QUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Ralph Lauren | — | 1,432,423(1) | 186,661(2) | — | 57,411,798(3) | | Patrice Louvet | — | — | — | — | — | | Jane Nielsen | — | — | — | — | — | | David Lauren | — | — | — | — | — | | Halide Alagoz | — | — | — | — | — |

  163. NON-QUALIFIED DEFERRED COMPENSATION

    | 1. | Represents the value of Mr. R. Lauren’s additional RSUs that are granted each time we pay an actual cash dividend on our outstanding shares. Additional RSUs of 3,046.52, 3,911.16, 3,918.89 and 3,119.67 were acquired, respectively on April 15, 2022, July 15, 2022, October 14, 2022 and January 13, 2023 with a market price based on the average of the high and low stock prices on each day. No portion of these additional RSUs has been reported in the Summary Compensation Table as the value of these additional RSUs was factored into the grant date fair value when initially granted. | | 2. | The amount reflected for Mr. R. Lauren represents appreciation/depreciation accumulated on vested but not delivered RSUs. Appreciation/depreciation accumulated on vested but not delivered RSUs is not included in the Summary Compensation Table as the RSUs do not receive any above-market or preferential earnings. | | 3. | Mr. R. Lauren’s RSUs are valued at $115.68, the average of the high and the low stock prices as of March 31, 2023, the last business day of Fiscal 2023 on which there were sales of shares. Of the total amount shown in this column, $23,223,863 has been reported in the Summary Compensation Table of prior years’ proxy statements. Mr. R. Lauren’s RSUs have vested but may not be distributed to him until his employment is terminated. |

  164. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Ralph Lauren. Under the R. Lauren Employment Agreement, in the event of termination without cause or resignation for good reason (as defined in the R. Lauren Employment Agreement and as defined below), Mr. R. Lauren would be entitled to receive, within 30 days following the date of termination, a lump sum cash payment equal to the sum of: (i) two years’ base salary; (ii) any accrued but unpaid compensation as of the date of termination; and (iii) two times the average annual bonus paid to him for the two fiscal years immediately preceding the year of his termination of employment (however, if he elects to transition to Executive Chairman, the amount described in this clause (iii) would no longer be payable in connection with a subsequent termination of employment). In addition, Mr. R. Lauren would be entitled to receive a pro-rated portion of the bonus he would otherwise have received for the fiscal year in which his termination of employment occurred, payment of which would be made when bonuses are paid to our other executives. Any unvested stock options would continue to vest on their scheduled vesting dates, and any vested stock options shall be exercisable until the later of one year from the date of termination or 30 days from the date the options become vested and exercisable, but in any event not later than the expiration date of the option. Any unvested restricted performance share units (“RPSUs”) and PSUs will vest based on actual performance over the applicable performance period as if Mr. R. Lauren had remained employed to the applicable vesting certification date. Also, we will be obligated to continue to provide him with office facilities and secretarial assistance, welfare and medical plan coverage and use of a car and driver during the two-year severance period (however, any medical plan coverage would be limited to the first 18 months of the severance period unless he elects to continue participation in such plan for the remainder of the severance period, provided that there are no adverse tax consequences to the Company). In the event that his employment terminates due to his death or disability, Mr. R. Lauren or his estate will be entitled to receive all payments due to him through the date of his death or termination due to disability, including a pro-rated bonus for the fiscal year of termination paid at the same time as bonuses are paid to our other executives. With respect to his

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  167. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    unvested stock options, RSUs, RPSUs and PSUs, such awards shall vest immediately (at target, in the case of RPSUs and PSUs) and, in the case of his stock options, shall be exercisable until the earlier of three years from the date of termination or the expiration date of the option, and in the case of his RSUs, RPSUs and PSUs, shall be payable in shares of Class A Common Stock no later than 30 days after the vesting date; provided that if termination is based on death and occurs in the last year of the performance period, the unvested RPSUs and PSUs will vest and be paid out based on actual performance during the performance period as if Mr. R. Lauren had remained employed to the applicable vesting certification date. If he terminates his employment for any reason, other than for good reason, death or disability, or if we terminate his employment for cause (but not including a termination by reason of the Company’s non-renewal of the R. Lauren Employment Agreement, as described below), then Mr. R. Lauren will only receive any accrued but unpaid compensation as of the date of termination (including for any prior fiscal year, and including base salary through the date of termination). In addition, any unvested RPSUs and PSUs held by him pursuant to his employment agreement shall be forfeited. Further, any vested but unexercised stock options shall be forfeited only if termination of employment is for cause, and otherwise they shall remain exercisable for one year from the date of termination of employment if such termination is by Mr. R. Lauren for other than good reason. If his employment terminates at the end of the term by reason of our failure to offer to extend the term or offer to enter into a new employment agreement on substantially the same terms as in the R. Lauren Employment Agreement, then he will be entitled to receive: (i) any accrued and unpaid compensation as of the date of termination; and (ii) his bonus for the fiscal year ending on the last day of the term. In addition, Mr. R. Lauren’s unvested and unexercised stock options and unvested RPSUs and PSUs shall vest and/or become exercisable in the same manner as if he resigned for good reason or if we terminated his employment without cause. In addition, following any termination of employment, to the extent not previously paid or provided, the Company will timely pay or provide Mr. R. Lauren any other amounts or benefits required to be paid or provided to him (or that he is eligible to receive) under any plan, program, policy, practice or contract of the Company and its affiliates through the date of his termination. In the event that a change in control precedes the termination of Mr. R. Lauren’s employment, he will continue to receive, upon termination of employment, the same amounts in the same manner as described in the paragraphs above. In addition, any unvested stock options granted under the 1997 Stock Incentive Plan and any unvested RSUs and RPSUs granted prior to the R. Lauren Employment Agreement would immediately vest upon a change in control. Under the R. Lauren Employment Agreement, Mr. R. Lauren’s RPSUs and PSUs granted during the term of the R. Lauren Employment Agreement would not immediately vest upon a change in control. The R. Lauren Agreement also provides the following with respect to the application of certain Fiscal 2020 and Fiscal 2021 payments and awards to certain termination payments: (i) any unvested RSUs granted to Mr. R. Lauren in 2021 would, if applicable, be treated in the same manner upon termination of employment as Mr. R. Lauren’s unvested PSUs and PRSUs; (ii) upon termination of employment, the portion of his severance based on his base salary would, if applicable, disregard his reduced base salary rate in Fiscal 2021; and (iii) the portion of his severance based on prior years’ bonus would, if applicable, be based on the bonuses for the most recent fiscal years excluding Fiscal 2021 and Fiscal 2020. The above-described amounts payable to him are subject to his compliance with the following restrictive covenants: (i) not to compete with us for two years following the termination of his employment; (ii) not to solicit any of our employees for three years following the termination of his employment; (iii) not to disparage us for three years following the termination of his employment; and (iv) not to disclose any of our confidential information. The R. Lauren Employment Agreement also provides that for the duration of Mr. R. Lauren’s employment and for three years following the termination of his employment, we will not (and will use reasonable best efforts to cause our senior executives and Board members to not) disparage Mr. R. Lauren. Under the R. Lauren Employment Agreement, cause is defined as: (A) the willful and continued failure by him to substantially perform his duties after demand for substantial performance is delivered by us that specifically identifies the manner in which we believe he has not substantially performed his duties; or (B) his conviction of, or plea of nolo contendere to, a crime (whether or not involving us) constituting a felony; or (C) willful engaging by him in gross misconduct relating to his

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    employment that is materially injurious to us or subjects us, monetarily or otherwise or which subjects, or if generally known, would subject us to public ridicule or embarrassment. Further, no act, or failure to act, shall be considered “willful” unless done, or omitted to be done, by Mr. R. Lauren not in good faith and without reasonable belief that his action or omission was in our best interest. Notwithstanding the forgoing, Mr. R. Lauren shall not be deemed to have been terminated for cause without: (x) reasonable written notice to him setting forth the reasons for our intention to terminate him for cause, (y) an opportunity for him, together with his counsel, to be heard before the Board, and (z) delivery to him of a specific termination notice from the Board that states that in the good faith opinion of the Board, he was guilty of the conduct set forth in clauses (A), (B) or, (C) above, and specifying the particulars thereof in detail. In addition, in the event that the Board has so determined, in good faith, that cause exists, the Board shall have no obligation to terminate Mr. R. Lauren’s employment if the Board determines in its sole discretion that such a decision not to terminate his employment is in our best interest. Under the R. Lauren Employment Agreement, good reason is defined to mean: (A) a material diminution in Mr. R. Lauren’s duties, assignment to him of a title or duties inconsistent with his position as our Executive Chairman of the Board and Chief Creative Officer, or a material diminution of his authority; (B) a material reduction in his salary; or (C) our failure to comply with any material provision of his employment agreement; provided that the events described in clauses (A), (B) and (C) above will not constitute good reason unless such diminution, reduction or failure (as applicable) has not been cured within 30 days after notice of such noncompliance has been given by Mr. R. Lauren to us. If necessary to comply with Section 409A of the Code, any severance payments will be subject to a six-month delay in payment. The R. Lauren Employment Agreement clarifies that settlement of any RPSUs or PSUs in the case of a termination due to disability may also be delayed to the extent required to comply with Section 409A of the Code. Patrice Louvet. Under the Louvet Employment Agreement, if we terminate Mr. Louvet’s employment for any reason other than death, disability, or cause (as defined in the Louvet Employment Agreement and as described below), or Mr. Louvet voluntarily terminates his employment for good reason (as defined in the Louvet Employment Agreement and as described below), he would be entitled to receive 400% of his base salary per year for a severance period equal to two years, payable in equal installments on a monthly basis. In addition, he will vest in any unvested portion of the Louvet-One-Time-Stock-Award (as defined in the Louvet Employment Agreement) with only service based vesting conditions as of the date of termination of his employment, and any unvested portion of the Louvet- One-Time-Stock Award with performance based vesting conditions held by him will vest at the end of the applicable performance period, subject to the Company meeting the applicable performance goals. Mr. Louvet will also be entitled to continue his participation during the severance period in any group medical or dental insurance plans in which he participated prior to termination. In addition, he will be entitled to receive any unpaid annual bonus for the fiscal year ended prior to the date of termination. If Mr. Louvet voluntarily terminates his employment without good reason, or if we terminate his employment for cause, he will be entitled to receive only his base salary through the date of termination and any unpaid annual bonus for the fiscal year ended prior to the date of termination. In the event of his termination due to his death or disability, he or his estate will be entitled to receive all payments due to him through the date of his death or termination due to disability, any unpaid annual bonus for the fiscal year ended prior to the date of termination and he shall also be entitled to have the Louvet-One-Time-Stock-Award be treated in the same manner as termination without cause, and he shall also receive a pro-rata EOAIP bonus for the year of termination based on actual performance. If the Company terminates Mr. Louvet’s employment without cause or he terminates his employment for good reason, in either case within 12 months following a change in control (as defined in the Louvet Employment Agreement), then he will be entitled to receive a lump sum amount equal to the total amount of cash severance he would receive were his

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    employment terminated without cause. In addition, any outstanding equity awards held by him will immediately vest (such immediate vesting shall also occur upon a termination of Mr. Louvet’s employment in contemplation of a change in control, and the change in control then actually occurring). For purposes of such vesting, any performance-based equity awards would be treated as if the target performance level was achieved. Pursuant to the Louvet Employment Agreement, to the extent that the aggregate present value of any payments or benefits payable to him that constitute “parachute payments” under Section 280G of the Code (the “parachute amount”) would exceed 2.99 times his “base amount” (as defined for purposes of Section 280G of the Code), then such payments and benefits shall be reduced to the extent necessary so that the parachute amount is equal to 2.99 times his base amount (provided, that no reduction shall apply if he would retain, on a net after-tax basis, a greater amount than he would have retained, on a net after-tax basis, after applying such reduction). Under the Louvet Employment Agreement, the above described amounts and stock awards to be provided to him are subject to his compliance with the following restrictive covenants: (i) not to compete with us for one year following the termination of his employment; (ii) not to solicit any of our employees for two years following the termination of his employment; (iii) not to disparage us for seven years following the end of the employment term (and indefinitely with respect to Mr. R. Lauren and members of his family); and (iv) not to disclose any of our confidential information. Under the Louvet Employment Agreement, cause is defined to mean: (1) the willful and continued failure by Mr. Louvet to substantially perform his duties hereunder after demand for substantial performance is delivered to him by us that specifically identifies the manner in which we believe he has not substantially performed his duties hereunder, (2) Mr. Louvet’s conviction of, or plea of nolo contendere to, a crime (whether or not involving the Company) constituting any felony, (3) the willful engaging by Mr. Louvet in gross misconduct relating to his employment that is materially injurious to the Company, monetarily or otherwise, or which subjects or if generally known would subject the Company to public ridicule. Notwithstanding the foregoing, his employment may be terminated for cause only by act of the Board and, in any event, his employment shall not be deemed to have been terminated for cause without (x) reasonable written notice to Mr. Louvet setting forth the reasons for the Company’s intention to terminate for cause, (y) the opportunity to cure (if curable) within 30 days of such written notice, and (z) an opportunity for him, together with his counsel, to be heard by the Board. Under the Louvet Employment Agreement, good reason is defined to mean a termination of employment by Mr. Louvet within one (1) year following the occurrence of (A) a material diminution in or adverse alteration to his title as CEO, base salary, benefits, position, or duties (provided that the exercise of Mr. R. Lauren of any authority permitted under the Louvet Employment Agreement shall not constitute a material diminution in, or material adverse alteration to, the Executive’s “position” or “duties” for this purpose), (B) the relocation of his principal office outside the area which comprises a 50 mile radius from New York City, (C) a failure of the Company to comply with any material provision of the Louvet Employment Agreement, or (D) the Company requires the Executive to report to any person other than the current Executive Chairman or to the Board; provided, that the events described in clauses (A), (B), (C) and (D) above shall not constitute good reason (1) until Mr. Louvet provides written notice to the Company of the existence of such diminution, change, reduction, relocation or failure within 90 days of its occurrence and (2) unless such diminution, change, reduction or failure (as applicable) has not been cured within 30 days after written notice of such noncompliance has been given by Mr. Louvet to the Company. If necessary to comply with Section 409A of the Code, any severance payments will be subject to a six-month delay in payment. Jane Nielsen. Under the Nielsen Employment Agreement, if we terminate Ms. Nielsen’s employment for any reason other than death, disability or cause (as defined in the Nielsen Employment Agreement and as described below), or she voluntarily terminates her employment for good reason (as defined in the Nielsen Employment Agreement and as described below), she will be entitled to continue to receive, in accordance with our normal payroll practices, an amount equal to her base salary for a severance period equal to the longer of the balance of the term (up to a maximum of two years) and the one-year

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    period commencing on the date of such termination, plus an amount, payable at the end of the severance period, equal to 175% of her base salary, plus a pro-rata EOAIP bonus for the year of termination based on actual performance. In addition, she will vest in any unvested stock options, RSUs and other equity awards with only service-based vesting conditions as of the date of termination of her employment, and any unvested equity awards with performance-based vesting conditions held by her will vest on their originally scheduled vesting date or dates, as applicable, subject to the Company meeting the applicable performance goals. Ms. Nielsen will also be entitled to continue her participation during the severance period in any group medical or dental insurance plans in which she participated prior to termination. In addition, Ms. Nielsen will be entitled to receive any unpaid annual bonus for the fiscal year ended prior to the date of termination. If Ms. Nielsen voluntarily terminates her employment without good reason, or if we terminate her employment for cause, she will be entitled to receive only her base salary through the date of termination. If Ms. Nielsen’s voluntary termination without good reason is an early retirement, she will be entitled to vest in a pro-rated amount, based on the percentage of time that has elapsed during the applicable vesting periods, of the unvested PSUs and RSUs held by her, subject to our achievement of pre-established performance goals when applicable. In the event of her termination due to her death or disability, Ms. Nielsen or her estate will be entitled to receive all payments due to her through the date of her death or termination due to disability, and she shall also be entitled to have her equity awards be treated in the same manner as termination without cause, and she shall also receive a pro-rata EOAIP bonus for the year of termination based on actual performance. If the Company terminates her employment without cause, or Ms. Nielsen voluntarily terminates her employment for good reason, in each case within 12 months following a change in control of the Company (as defined in the Nielsen Employment Agreement), then, in lieu of the foregoing amounts, she will be entitled to receive a lump sum amount, payable within 15 days after the termination of her employment, equal to two times the sum of her then current annual base salary and target bonus immediately prior to her termination. In addition, in such event, any unvested stock options, RSUs and other equity awards held by Ms. Nielsen will immediately vest. In the case of any performance-based equity awards, the accelerated vesting would be calculated as if the target performance level was achieved. Under the Nielsen Employment Agreement, Ms. Nielsen shall also be entitled to the above amounts if she is terminated by the Company without cause in contemplation of a change in control, and the change in control then actually occurs. The above-described amounts and stock awards to be provided to her are subject to her compliance with the following restrictive covenants: (i) not to compete with us for one year following the termination of her employment; (ii) not to solicit any of our employees for one year following the termination of her employment; (iii) not to disparage us following the termination of her employment; and (iv) not to disclose any of our confidential information. Under the Nielsen Employment Agreement, cause is defined as: (A) the willful and continued failure by Ms. Nielsen to substantially perform her duties hereunder after demand for substantial performance is delivered to her that specifically identifies the manner in which we believe she has not substantially performed her duties; (B) her conviction of, or plea of nolo contendere to, a crime (whether or not involving the Company) constituting any felony; (C) her willful engagement in gross misconduct relating to her employment that is materially injurious to the Company, monetarily or otherwise, or which subjects, or if generally known, would subject, the Company to public ridicule. Under this definition, no act, or failure to act, on Ms. Nielsen’s part shall be considered “willful” unless done, or omitted to be done, by her not in good faith and without reasonable belief that her action or omission was in the best interest of the Company. Notwithstanding the foregoing, Ms. Nielsen’s employment may be terminated for cause only upon (x) reasonable written notice to her setting forth the reasons for the Company’s intention to terminate her for cause; (y) the opportunity to cure (if curable) within 30 days of such written notice; and (z) an opportunity for Ms. Nielsen, together with her counsel, to be heard by the Company. Under the Nielsen Employment Agreement, good reason is defined as a termination of employment by her within 60 days following the occurrence of: (A) a material diminution in or material adverse alteration to her title, base salary, annual bonus percentage, duties or position, provided that a removal of particular business units or functions from her purview,

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    responsibility or management that does not alter her role as the Company’s Executive Vice President, Chief Operating Officer and Chief Financial Officer shall not constitute a material diminution in or material adverse alteration to her position for this purpose; (B) the relocation of her principal office outside the area which comprises a 50 mile radius from New York City; (C) a failure of the Company to comply with any material provision of the Nielsen Employment Agreement; or (D) Ms. Nielsen being required to report to anyone other than the Chief Executive Officer or the Chairman, provided that the events described in clauses (A), (B), (C) and (D) above shall not constitute good reason (i) until Ms. Nielsen provides written notice to the Company of the existence of such diminution, alteration, relocation, failure or requirement within 90 days of the date she learned of its occurrence (or, if sooner, the date she would have learned of the occurrence had she exercised reasonable diligence); and (ii) unless such diminution, alteration, relocation, failure or requirement (as applicable) has not been cured within 30 days after written notice of such noncompliance has been given by Ms. Nielsen to the Company. If necessary to comply with Section 409A of the Code, any severance payments will be subject to a six-month delay in payment. Halide Alagoz. Under the Alagoz Employment Agreement, if we terminate Ms. Alagoz’s employment for any reason other than death, disability or cause (as defined in the Alagoz Employment Agreement and as described below), or she voluntarily terminates her employment for good reason (as defined in the Alagoz Employment Agreement and as described below), she will be entitled to continue to receive, in accordance with our normal payroll practices, an amount equal to her base salary for a severance period of twelve months, plus an amount, payable at the end of the severance period, equal her target bonus, plus a pro-rata EOAIP bonus for the year of termination based on actual performance. Ms. Alagoz will also be entitled to continue her participation during the severance period in any group medical or dental insurance plans in which she participated prior to termination. If Ms. Alagoz voluntarily terminates her employment without good reason, or if we terminate her employment for cause, she will be entitled to receive only her base salary through the date of termination. In the event of her termination due to her death or disability, Ms. Alagoz or her estate will be entitled to receive all payments due to her through the date of her death or termination due to disability. Further, she will be entitled to receive a pro-rated amount, based on the percentage of time that has elapsed during the applicable performance periods, of the unvested RSUs and PSUs held by her, which shall vest at the end of the applicable vesting period, subject to our achievement of pre-established financial goals where applicable. Under the Alagoz Employment Agreement, if the Company terminates her employment without cause, or Ms. Alagoz voluntarily terminates her employment for good reason, in each case within 12 months following a change in control of the Company (as defined in the Alagoz Employment Agreement), then, in lieu of the foregoing amounts, she will be entitled to receive a lump sum amount, payable within 15 days after the termination of her employment, equal to two times the sum of her then current annual base salary and prior fiscal year’s bonus immediately prior to her termination. In addition, in such event, any unvested stock options, RSUs and other equity awards held by Ms. Alagoz will immediately vest. In the case of any performance-based equity awards, the accelerated vesting would be calculated as if the target performance level was achieved. The above described amounts and stock awards to be provided to her are subject to her compliance with the following restrictive covenants: (i) in the event her employment is terminated for cause or she resigns without good reason, not to compete with us for one year following the termination of her employment; (ii) not to solicit any of our employees for one year following the termination of her employment; (iii) not to disparage us following the termination of his employment; and (iv) not to disclose any of our confidential information. Under the Alagoz Employment Agreement, cause is defined as: (i) failure by Ms. Alagoz to perform the duties of her employment agreement (other than due to disability), provided that the conduct shall not constitute cause unless such failure by her to perform her duties has not been cured to our satisfaction, in our sole discretion, within fifteen (15) days

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    after notice of such failure has been given by us to Ms. Alagoz; or (ii) an act of fraud, embezzlement, theft, breach of fiduciary duty, dishonesty, or any other misconduct or any violation of law (other than a traffic violation) committed by Ms. Alagoz; or (iii) any action by her causing damage to or misappropriation of our assets; or (iv) her wrongful disclosure of our confidential information; or (v) her engagement in any competitive activity which would constitute a breach of her employment agreement and/or of his duty of loyalty; or (vi) her breach of any of our employment policies; or (vii) performance by her of her employment duties in a manner deemed by us, in our sole discretion, to be grossly negligent; or (viii) the commission of any act by her, whether or not performed in the workplace, which subjects or, if publicly known, would be likely to subject us to public ridicule or embarrassment, or would likely be detrimental or damaging to our reputation, goodwill, or relationships with our customers, suppliers, vendors, licensees or employees. Under the Alagoz Employment Agreement, good reason is defined as a termination of employment by her within 60 days following the occurrence of: (A) a material diminution in or material adverse alteration to her title, base salary, or position, provided that a removal of particular business units or functions from her purview shall not constitute a material diminution in or material adverse alteration to her position for this purpose; (B) the relocation of her principal office outside the area which comprises a 50 mile radius from either New York City; or (C) a failure of the Company to comply with any material provision of the Alagoz Employment Agreement, provided that the events described in clauses (A), (B), and (C) above shall not constitute good reason until (i) Ms. Alagoz provides written notice to the Company of the existence of such diminution, alteration, relocation, or failure within 30 days of the date she learned of its occurrence; and (ii) unless such diminution, alteration, relocation, or failure (as applicable) has not been cured within 30 days after written notice of such noncompliance has been given by Ms. Alagoz to the Company. If necessary to comply with Section 409A of the Code, any severance payments will be subject to a six-month delay in payment. David Lauren. If we terminate Mr. D. Lauren not based on poor job performance and without just cause, he would be entitled to continue to receive, in accordance with our normal payroll practices, an amount equal to his base salary for a severance period of one year. Under the Company’s severance pay plan for employees in the United States, just cause is defined to mean: Any act or omission by the employee resulting or intended to result in personal gain at the expense of the employer; (2) The performance by the employee of his or her employment duties in a manner deemed by the employer to be grossly negligent (3) The improper disclosure by the employee of proprietary or confidential information or trade secrets of the Employer, or intellectual property which an employer is under a duty to protect, including software licensed to an Employer under agreements prohibiting disclosure; (4) Misconduct by the employee, including, but not limited to, fraud, falsification of employer records, failure to comply with employer policies, rules or guidelines (including a violation of the Employer’s business code of conduct), harassment, excessive absenteeism, dishonesty, insubordination, theft, violent acts or threats of violence, or possession of alcohol or narcotics on the property of any employer, or the use of any of the Employer’s property, facilities or services for illegal purposes; (5) Violation of any material written employer policy; or (6) The commission of an act by the employee, whether or not performed in the workplace, which subjects, or if generally known, would subject any employer to public ridicule or embarrassment. In connection with his receipt of severance, and per the Company’s practice under its severance pay plan, Mr. D. Lauren would be required to comply with the following restrictive covenants: (i) not to solicit any of our employees for one year following the termination of his employment; (ii) not to disparage us following the termination of his employment; and (iii) not to disclose any of our confidential information. If necessary to comply with Section 409A of the Code, any severance payments will be subject to a six-month delay in payment.

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  185. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES The following tables reflect incremental payments and benefits that would be owed by the Company to each of our NEOs beyond what they had earned as of April 1, 2023 upon termination of their employment under certain circumstances or in the event of a change in control, assuming that:

  186. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | • | the NEO’s employment terminated or, in the event of a change in control, such change in control occurred on April 1, 2023; | | • | the NEO’s salary continues as it existed on April 1, 2023; | | • | the NEO’s employment agreement, as applicable, and term as of April 1, 2023, applies; | | • | PSUs that are accelerated upon a change in control are deemed to do so at target; | | • | awards granted under the 2010 Stock Incentive Plan or 2019 Stock Incentive Plan held by participants which are unexercisable or otherwise unvested shall automatically be deemed exercisable or otherwise vest immediately upon a qualifying termination in connection with a change in control in accordance with the terms of the 2010 Stock Incentive Plan and the 2019 Stock Incentive Plan; | | • | the stock price for the Class A Common Stock is $116.67 per share (the NYSE closing price of Class A Common Stock on March 31, 2023, the last business day of Fiscal 2023 on which there were sales of shares); and | | • | the bonus for the period April 3, 2022 through April 1, 2023 (as determined by the Talent Committee) has been earned by our NEOs as set forth in the “Summary Compensation Table.” |

  187. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    The tables do not include non-qualified deferred compensation, if any, that would be paid to the NEOs, which is set forth in the “Non-Qualified Deferred Compensation” table.

  188. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | Executive Chairman and Chief Creative Officer - Ralph Lauren | | | | | | | | Cash Severance - Base Salary(1)($) | Cash Severance - Bonus ($) | Vesting of Equity Awards(2)($) | Continuation of Other Benefits & Perquisites(3)($) | Total ($) | | By the Company for Cause/by the Executive Without Good Reason | — | — | — | — | — | | By the Company Without Cause/by the Executive for Good Reason | 3,500,000 | 21,180,000(4) | 40,734,122(5) | 1,076,095 | 66,490,217(6) |

  189. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 1. | In the event of a termination by the Company without cause or by Mr. R. Lauren for good reason and pursuant to his employment agreement, we would provide a lump sum cash payment equal to two times his base salary, payable within 30 days following the date of termination. | | 2. | Represents the value associated with the acceleration or continuation (as the case may be) of the vesting of equity awards. In the case of RSUs and PSUs (including associated dividend equivalent units on such award), the value was based on the NYSE closing price of Class A Common Stock on March 31, 2023, which was $116.67. | | 3. | Represents the cost of providing welfare and medical benefits, office facilities and secretarial assistance, and the use of a car and driver through the applicable severance period. | | 4. | Represents two times the average annual bonus paid to Mr. R. Lauren for the two fiscal years immediately preceding the year of termination excluding the Fiscal 2020 and Fiscal 2021 bonus per Amendment No. 1 to the Amended and Restated Employment Agreement dated June 17, 2020. | | 5. | If maximum performance for PSUs is reached, the value would increase by $21,438,786. | | 6. | In the event of a qualifying termination in connection with a change in control, no special change in control severance payment is payable to Mr. R. Lauren. If Mr. R. Lauren’s employment were to be terminated by us without cause or if he terminates his employment for good reason following a change in control, Mr. R. Lauren would be entitled to the same amounts reflected above for “By the Company without Cause/By the Executive for Good Reason.” |

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    | President and Chief Executive Officer - Patrice Louvet | | | | | | | | Cash Severance - Base Salary(1)($) | Cash Severance - Bonus ($) | Vesting of Equity Awards(2)($) | Continuation of Other Benefits & Perquisites(3)($) | Total ($) | | By the Company for Cause/by the Executive Without Good Reason | — | — | — | — | — | | By the Company Without Cause/by the Executive for Good Reason | 10,800,000 | — | 19,246,428(4) | 45,291 | 30,091,719 | | Death or Disability | — | — | 19,246,428(4) | — | 19,246,428 | | Change in Control with Termination | 10,800,000 | — | 26,523,524 | 45,291 | 37,368,815 |

  193. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 1. | In the event of a termination by the Company without cause or by Mr. Louvet for good reason and pursuant to his employment agreement, we would provide a monthly cash payment equal to four times his monthly base salary for two years. In the event of a qualifying termination in connection with a change in control, we would provide a lump sum cash payment equal to four times his base salary for two years. | | 2. | Represents the value associated with the acceleration or continuation (as the case may be) of the vesting of equity awards. In the case of RSUs and PSUs, the value was based on the NYSE closing price of Class A Common Stock on March 31, 2023, which was $116.67. | | 3. | Represents the cost of providing medical and dental benefits during applicable severance period. | | 4. | If maximum performance for PSUs is reached, the value would increase by $5,943,481. |

  194. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | Chief Operating Officer and Chief Financial Officer - Jane Nielsen | | | | | | | | Cash Severance - Base Salary(1)($) | Cash Severance - Bonus ($) | Vesting of Equity Awards(2)($) | Continuation of Other Benefits & Perquisites(3)($) | Total ($) | | By the Company for Cause/by the Executive Without Good Reason | — | — | — | — | — | | By the Company Without Cause/by the Executive for Good Reason | 1,575,000 | 1,837,500(4) | 12,349,169(5) | 33,281 | 15,794,950 | | Death or Disability | — | — | 12,349,169(5) | — | 12,349,169 | | Change in Control with Termination | 2,100,000 | 3,675,000(6) | 12,349,169 | 44,375 | 18,168,544 |

  195. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 1. | In the event of a termination by the Company without cause or by Ms. Nielsen for good reason and pursuant to her employment agreement, we would continue to pay Ms. Nielsen for the longer of (a) the balance of her employment agreement (up to a maximum of two years) or (b) one year. In the event of a qualifying termination in connection with a change in control Ms. Nielsen would be entitled to a lump sum payment equal to two times her base salary. | | 2. | Represents the value associated with the acceleration or continuation (as the case may be) of the vesting of equity awards. In the case of RSUs and PSUs, the value was based on the NYSE closing price of Class A Common Stock on March 31, 2023, which was $116.67. | | 3. | Represents the cost of providing medical and dental benefits during the applicable severance period. | | 4. | Represents 175% of base salary. | | 5. | If maximum performance for applicable PSUs is reached, the value would increase by $5,353,053. | | 6. | Represents two times the target bonus in effect immediately prior to termination. |

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  198. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | Chief Branding and Innovation Officer, Vice Chairman of the Board, Strategic Advisor to the CEO and President of The Ralph Lauren Corporate Foundation - David Lauren | | | | | | | | Cash Severance - Base Salary ($) | Cash Severance - Bonus ($) | Vesting of Equity Awards(2)($) | Continuation of Other Benefits & Perquisites ($) | Total ($) | | By the Company for Just Cause/by the Executive | — | — | — | — | — | | By the Company Without Just Cause(1) | 950,000 | — | — | — | 950,000 | | Death or Disability | — | — | 1,491,976(3) | — | 1,491,976 | | Change in Control with Termination | 950,000 | — | 2,079,526 | — | 3,029,526 |

  199. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 1. | In the event of a termination by the Company without just cause, we would continue to pay Mr. D. Lauren his base salary for one year. | | 2. | Represents the value associated with the acceleration or continuation (as the case may be) of the vesting of equity awards. In the case of RSUs and PSUs, the value was based on the NYSE closing price of Class A Common Stock on March 31, 2023, which was $116.67. | | 3. | If maximum performance for applicable PSUs is reached, the value would increase by $479,864. |

  200. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | Chief Product Officer – Halide Alagoz | | | | | | | | Cash Severance - Base Salary(1) ($) | Cash Severance - Bonus ($) | Vesting of Equity Awards(2) ($) | Continuation of Other Benefits & Perquisites(3) ($) | Total ($) | | By the Company for Cause/by the Executive without Good Reason | — | — | — | — | — | | By the Company Without Cause/by the Executive for Good Reason | 950,000 | 950,000(4) | — | 20,213 | 1,920,213 | | Death or Disability | — | — | 2,551,534(6) | — | 2,551,534 | | Change in Control with Termination | 1,900,000 | 3,400,000(5) | 3,461,249 | 40,425 | 8,801,674 |

  201. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 1. | In the event of a termination by the Company without cause or by Ms. Alagoz for good reason and pursuant to her employment agreement, we would continue to pay Ms. Alagoz her base salary for one year. In the event of a qualifying termination in connection with a change in control Ms. Alagoz would be entitled to a lump sum payment equal to two times her base salary. | | 2. | Represents the value associated with the acceleration or continuation (as the case may be) of the vesting of equity awards. In the case of RSUs and PSUs, the value was based on the NYSE closing price of Class A Common Stock on March 31, 2023, which was $116.67. | | 3. | Represents the cost of providing medical and dental benefits during the applicable severance period. | | 4. | Represents 100% of base salary. | | 5. | Represents two times the bonus paid to Ms. Alagoz for the most recently completed fiscal immediately preceding the year of termination. | | 6. | If maximum performance for PSUs is reached, the value would increase by $655,063. |

  202. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the following disclosure provides the relationship of the annual total compensation of our median employee to the annual total compensation of our CEO, Mr. Louvet. The following ratio, as of our last completed fiscal year, is a reasonable estimate calculated in a manner consistent with SEC rules which permit the use of estimates, assumptions, and adjustments, and is based on the following methodology.

  203. PAY RATIO DISCLOSURE

    | • | The annual total compensation of the median employee, other than Mr. Louvet, was $31,187. | | • | Mr. Louvet’s annual total compensation was $14,471,356. | | • | The ratio of the annual total compensation of Mr. Louvet to the median of the annual total compensation of our employees is estimated to be 464 to 1. |

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  206. Pay Versus Performance

    Pay Versus Performance Below is information about the relationship between executive compensation actually paid to our named executive officers and our financial performance, as prepared in accordance with SEC rules. For purposes of the Peer Group Total Shareholder Return column of the Pay Versus Performance Table, we have used the S&P Composite 1500 Apparel, Accessories & Luxury Goods Index, which we also used for purposes of the Stock Performance Graph in our 2023 Annual Report on Form 10-K. For further information about how we align executive compensation with the Company’s performance, see “Compensation Discussion and Analysis” starting on page 59.

  207. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a) | Summary Compensation Table Total for CEO(1)(b) | Compensation Actually Paid to CEO2-5 (c) | Average Summary Compensation Table Total for Non-CEOs NEOs(1)(d) | Average Compensation Actually Paid to Non-CEOs NEOs2-5 (e) | Total Shareholder Return (f) | Peer Group Total Shareholder Return(6)(g) | Net Income ($ millions) (h) | Adjusted Operating Profit Margin(7)(i) | | 2023 | 14,471,356 | 14,004,639 | 7,603,556 | 7,025,927 | 181.19 | 137.62 | 522.7 | 13.7% | | 2022 | 18,553,058 | 18,143,171 | 12,597,031 | 12,208,407 | 168.70 | 176.27 | 600.1 | 13.4% | | 2021 | 12,063,568 | 25,475,834 | 8,621,310 | 15,031,334 | 179.67 | 209.53 | -121.1 | 4.8% |

  208. Pay Versus Performance

    | 1. | Mr. Louvet is the CEO for each of the years shown. The Non-CEO NEOs include Mr. R. Lauren, Ms. Nielsen, and Mr. D. Lauren for each of the years shown, Ms. Alagoz for Fiscal 2023 and Howard Smith, our Former Chief Commercial Officer, for Fiscal 2022 and Fiscal 2021. |

  209. Pay Versus Performance

    | 2. | Fair value amounts or change in fair value, as applicable, of equity awards in the Compensation Actually Paid (“CAP”) columns were determined based on applicable SEC rules with respect to previously granted service-based RSUs and PSUs. For PSUs, changes in fair value were calculated as of the end of the covered year based on the probable outcome of performance conditions, with the PSUs-TSR for Fiscal 2023, Fiscal 2022, and Fiscal 2021 calculated pursuant to a Monte Carlo simulation, as of the last day of the applicable year. No stock options were granted or continued to vest during Fiscal 2023, Fiscal 2022, and Fiscal 2021. |

  210. Pay Versus Performance

    | | Ralph Lauren 2023 Proxy Statement | 101 |

  211. Pay Versus Performance

    | Executive Compensation Matters | Table of Contents |

  212. Pay Versus Performance

    | 3. | For Fiscal 2023, the values included in the “CAP to CEO” and “Average CAP to Non-CEO NEOs” columns reflect the following adjustments from the values shown in columns (b) and (d), respectively: |

  213. Pay Versus Performance

    | | CEO | Average Non-CEO NEOs | | Total Reported in Fiscal 2023 Summary Compensation Table (“SCT”) | 14,471,356 | 7,603,556 | | Less: Value of stock awards reported in SCT | 9,110,544 | 4,167,633 | | Plus: Year-end value of stock awards granted in fiscal year that are outstanding and unvested | 11,554,627 | 5,315,211 | | Plus: Change in fair value (from prior year-end) of stock awards granted in prior years that are outstanding and unvested | (1,011,215) | (1,210,642) | | Plus: Fair value of awards granted this year and that vested this year | 0 | 0 | | Plus: Change in fair value (from prior year-end) of prior year stock awards that vested this year | (1,899,585) | (514,565) | | Less: Prior year-end fair value of stock awards granted in prior years that failed to vest this year | 0 | 0 | | Compensation Actually Paid for Fiscal 2023 | 14,004,639 | 7,025,927 |

  214. Pay Versus Performance

    | 4. | For Fiscal 2022, the values included in the “CAP to CEO” and “Average CAP to Non-CEO NEOs” columns reflect the following adjustments from the values shown in columns (b) and (d), respectively: |

  215. Pay Versus Performance

    | | CEO | Average Non-CEO NEOs | | Total Reported in Fiscal 2022 SCT | 18,553,058 | 12,597,031 | | Less: Value of stock awards reported in SCT | 9,228,711 | 5,258,016 | | Plus: Year-end value of stock awards granted in fiscal year that are outstanding and unvested | 10,881,406 | 5,950,050 | | Plus: Change in fair value (from prior year-end) of stock awards granted in prior years that are outstanding and unvested | (2,116,559) | (1,082,579) | | Plus: Fair value of awards granted this year and that vested this year | 0 | 0 | | Plus: Change in fair value (from prior year-end) of prior year stock awards that vested this year | 53,977 | 1,921 | | Less: Prior year-end fair value of stock awards granted in prior years that failed to vest this year | 0 | 0 | | Compensation Actually Paid for Fiscal 2022 | 18,143,171 | 12,208,407 |

  216. Pay Versus Performance

    | 5. | For Fiscal 2021, the values included in the “CAP to CEO” and “Average CAP to Non-CEO NEOs” columns reflect the following adjustments from the values shown in columns (b) and (d), respectively: |

  217. Pay Versus Performance

    | | CEO | Average Non-CEO NEOs | | Total Reported in Fiscal 2021 SCT | 12,063,568 | 8,621,310 | | Less: Value of stock awards reported in SCT | 7,131,351 | 4,247,644 | | Plus: Year-end value of stock awards granted in fiscal year that are outstanding and unvested | 12,943,487 | 7,384,070 | | Plus: Change in fair value (from prior year-end) of stock awards granted in prior years that are outstanding and unvested | 5,826,919 | 2,725,747 | | Plus: Fair value of awards granted this year and that vested this year | 0 | 0 | | Plus: Change in fair value (from prior year-end) of prior year stock awards that vested this year | 1,773,211 | 547,851 | | Less: Prior year-end fair value of stock awards granted in prior years that failed to vest this year | 0 | 0 | | Compensation Actually Paid for Fiscal 2021 | 25,475,834 | 15,031,334 |

  218. Pay Versus Performance

    | 6. | The peer group used for this purpose is the S&P Composite 1500 Apparel, Accessories & Luxury Goods Index which is also used for purposes of the Stock Performance Graph in our 2023 Annual Report on Form 10-K. |

  219. Pay Versus Performance

    | 7. | We chose Adjusted Operating Profit Margin as our Company Selected measure for evaluating Pay versus Performance because it is a key metric in our short-term incentive plan and in our Fiscal 2022 long-term incentive plan for PSUs. Adjusted Operating Profit Margin is a non-GAAP measure. Please refer to Appendix B to this Proxy Statement for additional detail on this measure. |

  220. Pay Versus Performance

    | 102 | Ralph Lauren 2023 Proxy Statement | |

  221. Pay Versus Performance

    | Executive Compensation Matters | Table of Contents |

  222. Descriptions of Pay Versus Performance Relationships

    Descriptions of Pay Versus Performance Relationships The following charts present the relationship of CAP to TSR, Net Income, and Adjusted Operating Profit Margin, as well as the relationship between our TSR and the TSR of the S&P Composite 1500 Apparel, Accessories & Luxury Goods Index.

  223. Descriptions of Pay Versus Performance Relationships

    | | Ralph Lauren 2023 Proxy Statement | 103 |

  224. Descriptions of Pay Versus Performance Relationships

    | Executive Compensation Matters | Table of Contents |

  225. Descriptions of Pay Versus Performance Relationships

    | 104 | Ralph Lauren 2023 Proxy Statement | |

  226. Descriptions of Pay Versus Performance Relationships

    Certain Relationships, Transactions, and Legal proceedings We have adopted a written related party transactions policy detailing the policies and procedures relating to transactions which may present actual, potential, or perceived conflicts of interest and may raise questions as to whether such transactions are consistent with the best interests of us and our stockholders. The Nominating Committee must review and approve or ratify any deemed related party transaction proposed to be entered into by our executive officers or directors. Under our related party transactions policy, any relationship, arrangement or transactions between us and (i) a director, (ii) an executive officer, (iii) a person known by us to be a beneficial owner of more than 5% of our Common Stock, or (iv) a person known by us to be an immediate family member of any of the foregoing (each of the foregoing clauses (i)-(iv) a “Related Party”), is deemed to be a related party transaction. Under our related party transactions policy, the following transactions are not deemed to be a related party transaction:

  227. Descriptions of Pay Versus Performance Relationships

    | • | Any transaction that involves the providing of compensation to a director or executive officer for his or her services in that capacity. | | • | Any transaction in which the aggregate amount involved is expected to be less than $120,000. | | • | Any transaction between us and any entity in which a Related Party has a relationship solely as an employee (other than an executive officer), director or beneficial owner of less than 10% of such entity’s equity, if the aggregate amount involved does not exceed the greater of $1 million or 2% of the other entity’s total annual revenues. | | • | Any transaction where the Related Party’s interest arises solely from the ownership of our Common Stock and all holders of our Common Stock receive the same benefit on a pro-rata basis (e.g., dividends). | | • | Any transaction with a Related Party involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority. | | • | Any transaction with a Related Party involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or similar services. |

  228. Descriptions of Pay Versus Performance Relationships

    | | Ralph Lauren 2023 Proxy Statement | 105 |

  229. Descriptions of Pay Versus Performance Relationships

    | Certain Relationships, Transactions, and Legal proceedings | Table of Contents |

  230. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

    LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS In November 2017, SAP brought a lawsuit against Ms. Debra Cupp, alleging that she breached confidentiality and non-competition provisions of her employment agreement with SAP. Ms. Cupp denied those allegations and Ms. Cupp and SAP agreed to settle the case. Ms. Cupp consented to the entry of a Consent Order, enforcing the terms of her employment agreement, enjoining her, for a 12-month period following her departure from SAP, from providing certain services relating to her prior work at SAP and taking certain actions relating to soliciting SAP employees.

  231. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

    | | Ralph Lauren 2023 Proxy Statement | 107 |