DEF 14A of Ralph Lauren Corp, Jun 20, 2025

DEF 14A of Ralph Lauren Corp

Filed Jun 20, 2025 · FY20250001140361-25-023186

Open on EDGAR

  1. NON-U.S. GAAP FINANCIAL MEASURES

    | DIRECTOR COMPENSATION | 54 | | Stock Ownership Guidelines | 54 | | Director Compensation Table | 55 | | Director Equity Table | 56 | | COMPENSATION DISCUSSION AND ANALYSIS | 58 | | Named Executive Officers | 58 | | Executive Summary | 59 | | Stockholder Feedback and The Talent Committee Response | 65 | | Executive Compensation Governance | 67 | | Key Components of Executive Compensation | 72 | | All Other Compensation | 79 | | Executive Stock Ownership Guidelines | 80 | | Related Considerations | 81 | | Talent Committee Report | 83 | | EXECUTIVE COMPENSATION MATTERS | 84 | | Summary Compensation Table | 84 | | Grants of Plan-Based Awards | 86 | | Executive Employment Agreements and Compensatory Arrangements | 87 | | Outstanding Equity Awards at Fiscal Year-End | 90 | | Stock Vested | 92 | | Non-Qualified Deferred Compensation | 93 | | Potential Payments Upon Termination or Change in Control | 93 | | Potential Payments Upon Termination or Change in Control Tables | 99 | | Pay Ratio Disclosure | 102 | | Pay Versus Performance | 104 | | CERTAIN RELATIONSHIPS, TRANSACTIONS, AND LEGAL PROCEEDINGS | 109 | | Registration Rights Agreement | 110 | | Other Agreements, Transactions, and Relationships | 110 | | Legal Proceedings Involving Directors and Executive Officers | 111 | | PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 113 | | PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 116 | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING | 117 |

  2. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The below table shows prior year committee composition that will be rotated and updated effective after the 2025 Annual Meeting.

  3. DIRECTOR NOMINEES

    | Name | Occupation | Age | Director Since | Independent | Other Current Public Company Directorships | Committees(1) | | | | | | | | | | | A | T | N | F | | Class A Directors | | | | | | | | | | | Angela Ahrendts(2) | Formerly Senior Vice President, Retail Apple, Inc. | 65 | 2018 | | 2 | | | | | | Linda Findley | President and Chief Executive Officer Sleep Number Corporation | 52 | 2018 | | 2 | | | | | | Darren Walker | President Ford Foundation | 65 | 2020 | | 1 | | | | | | Class B Directors | | | | | | | | | | | Ralph Lauren | Executive Chairman and Chief Creative Officer | 85 | 1997 | | 0 | | | | | | Patrice Louvet | President and Chief Executive Officer | 60 | 2017 | | 1 | | | | | | David Lauren | Chief Branding and Innovation Officer and Vice Chairman of the Board | 53 | 2013 | | 0 | | | | | | Frank A. Bennack, Jr. | Executive Vice Chairman and Chairman of the Executive Committee The Hearst Corporation | 92 | 1998 | | 0 | | | | | | Debra Cupp | President, North America Microsoft, Inc. | 54 | 2022 | | 0 | | | | | | Michael A. George | Formerly President and Chief Executive Officer Qurate Retail, Inc. | 63 | 2018 | | 1 | | | | | | Valerie Jarrett | Chief Executive Officer The Barack Obama Foundation | 68 | 2020 | | 1 | | | | | | Wei Zhang | Former President Alibaba Pictures Group | 55 | 2022 | | 1 | | | | |

  4. 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”). |

  5. DIRECTOR NOMINEES

    | 2. | With Mr. Joly not standing for re-election at the 2025 Annual Meeting, Ms. Ahrendts will be nominated for the first time as a Class A Director and Lead Independent Director. Upon her appointment as Lead Independent Director following the 2025 Annual Meeting, Ms. Ahrendts will be invited to attend all Committee meetings. |

  6. DIRECTOR NOMINEES

    Chair Member

  7. DIRECTOR NOMINEES

    | 4 | Ralph Lauren 2025 Proxy Statement | |

  8. DIRECTOR NOMINEES HIGHLIGHTS

    DIRECTOR NOMINEES HIGHLIGHTS As presented in the chart below, we believe our Board nominees offer a broad 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. A diversity matrix is also provided.

  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 2024 and following review and discussion with management and our independent consultants, and the Talent Committee, we included key financial measures in both our short- and long-term incentive compensation plans in Fiscal 2025. Key takeaways impacting executive compensation for Fiscal 2025 are:

  10. COMPENSATION OBJECTIVES, PRINCIPLES, AND PRACTICES

    | • | For Fiscal 2025 short-term incentives, we included a strategic growth accelerators revenue metric, which consisted of revenue from our Women’s Apparel, Outerwear, and Handbags & Small Leather Goods products based on the percentage growth over the prior year period (“Strategic Growth Accelerators Revenue”), which was weighted 10%, to spotlight our high-potential growth areas and a Total Company selling, general and administrative expense excluding marketing & advertising expense as a percent of total revenue (“Adjusted SG&A Expense”), which was weighted 10%, with the focus on operational excellence. Strategic Growth Accelerators Revenue results were 15.4% greater than Fiscal 2024 results and above target and the results of the Adjusted SG&A Expense metric were slightly below target. |

  11. COMPENSATION OBJECTIVES, PRINCIPLES, AND PRACTICES

    | • | We maintained citizenship and sustainability metrics in the form of a scorecard as our strategic goal modifier to our Fiscal 2025 short-term incentive plan to support our commitment to create positive social and environmental impacts across our Company, our industry and society. We met or exceeded the strategic goal modifier targets and as a result the Talent Committee determined that a 10% upward adjustment would be made to the bonus payout under the short-term incentive plan. |

  12. COMPENSATION OBJECTIVES, PRINCIPLES, AND PRACTICES

    | • | We significantly outperformed the companies in the PSU Comparator Group with regard to three-year relative Total Shareholder Return (“TSR”) resulting in above target payouts for our Performance Share Units (“PSUs”) based on three-year TSR for Fiscal 2023-2025. |

  13. COMPENSATION OBJECTIVES, PRINCIPLES, AND PRACTICES

    | • | The results for PSUs based on cumulative three-year Adjusted Return on Invested Capital (“Adjusted ROIC”) for Fiscal 2023-2025 were significantly above target, resulting in payouts of 200% of target for these PSUs. |

  14. GOVERNANCE HIGHLIGHTS

    | • | Special Strategic Meetings & Ecosystem Emersion Tours – 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 emerging risks, our fiscal year and long range plans, progress of our corporate strategy including the implementation of new strategic growth drivers as part of our Strategic Plan, and ecosystem emersion tours with on-location review of our regional key city ecosystems to engage directly with our strategy and consumer experience, most recently in North America and Europe |

  15. CLASS A DIRECTOR NOMINEES FOR ELECTION

    CLASS A DIRECTOR NOMINEES FOR ELECTION

  16. CLASS A DIRECTOR NOMINEES FOR ELECTION

    | | Angela Ahrendts | | | AGE: 65 | | | 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 (where she is the Senior Independent Director), each a public company, and is Senior Operating Adviser at SKKY Partners. She is also on the non-profit Boards of charity: water, The HOW Institute for Society.; and a member of Paul Polman’s Imagine CEO Circle. In January 2021 she became Chair of the Board, Save the Children International. Angela is also a member of the Global Leadership Council of the Oxford University Saïd Business School and the BritishAmerican Business Advisory Board. Ms. Ahrendts holds a Bachelor of Arts from Ball State University. | | | 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. |

  17. CLASS A DIRECTOR NOMINEES FOR ELECTION

    | 16 | Ralph Lauren 2025 Proxy Statement | |

  18. CLASS A DIRECTOR NOMINEES FOR ELECTION

    | | Linda Findley | | | AGE: 52 | | | Ms. Findley has been a director of the Company since August 2018. Ms. Findley has served as the President & Chief Executive Officer of Sleep Number Corporation since April 2025. She previously served as President, Chief Executive Officer of Blue Apron Holdings, Inc. (“Blue Apron”) from April 2019 until May 2024. 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 Sleep Number Corporation, she is responsible for the operations management, organizational transformation, marketing strategy and global expansion of the business. As prior President and CEO of Blue Apron, she was 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. |

  19. CLASS A DIRECTOR NOMINEES FOR ELECTION

    | | Darren Walker | | | AGE: 65 | | | 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., a public company, Bloomberg, L.P., and 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. Mr. Walker holds a Bachelor of Arts, a Bachelor of Science, and a Juris Doctor from the University of Texas at Austin. | | | 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. |

  20. CLASS A DIRECTOR NOMINEES FOR ELECTION

    | | Ralph Lauren 2025 Proxy Statement | 17 |

  21. CLASS B DIRECTOR NOMINEES FOR ELECTION

    CLASS B DIRECTOR NOMINEES FOR ELECTION

  22. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | | Ralph Lauren | | | AGE: 85 | | | 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. |

  23. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | | Patrice Louvet | | | AGE: 60 | | | 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. Mr. Louvet also serves on the board of trustees of the Hospital of Special Surgery and has served on the board of directors of Danone, a public company, since 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. |

  24. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | 18 | Ralph Lauren 2025 Proxy Statement | |

  25. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | | David Lauren | | | AGE: 53 | | | Mr. D. Lauren has served as 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 to 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 and serves on the Board of Trustees of New York-Presbyterian Hospital. 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. |

  26. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | | Frank A. Bennack, Jr. | | | AGE: 92 | | | 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 Discount Corporation, Hearst-Argyle Television, Inc., Wyeth Corporation, and JPMorgan Chase & Co. Mr. Bennack attended the University of Maryland and St. Mary’s University. He was awarded an Honorary Doctor of Humane Letters degree from The University of the Incarnate Word. 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. |

  27. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | | Ralph Lauren 2025 Proxy Statement | 19 |

  28. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | | Debra Cupp | | | AGE: 54 | | | Ms. Cupp has been a director of our Company since August 2022. Ms. Cupp is currently the President of Microsoft Americas, 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, Canada and LATAM 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. Ms. Cupp holds a Bachelors of Science in Business Administration from the University of Richmond and a Master of Business Administration from Saint Joseph's University. | | | 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. |

  29. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | 20 | Ralph Lauren 2025 Proxy Statement | |

  30. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | | Michael A. George | | | AGE: 63 | | | 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. Mr. George holds a Bachelors of Arts from Northwestern University and a Master of Business Administration from Kellogg School of Management, Northwestern University. | | | 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. |

  31. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | | Valerie Jarrett | | | AGE: 68 | | | 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 Walgreens Boots Alliance, 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. Ms. Jarrett holds a Bachelor of Arts from Stanford University and a Juris Doctor from University of Michigan. | | | 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.” |

  32. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | | Ralph Lauren 2025 Proxy Statement | 21 |

  33. CLASS B DIRECTOR NOMINEES FOR ELECTION

    | | Wei Zhang | | | AGE: 55 | | | 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 from its formation in 2014 until 2021. 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 currently serves on the board of directors of Starbucks Coffee Company, a public company. 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. Ms. Zhang holds a Bachelors of Arts from Seton Hill College and a Master of Business Administration from Harvard Business School. | | | 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. |

  34. 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 2025 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. |

  35. ANALYSIS OF RISKS ARISING FROM COMPENSATION POLICIES AND PROGRAMS

    | • | 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. |

  36. ANALYSIS OF RISKS ARISING FROM COMPENSATION POLICIES AND PROGRAMS

    | • | 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 2025 our incentive plan metrics were appropriately balanced between short-term incentives such as Total Company Revenue and Adjusted Operating Profit Margin, strategic growth drivers revenue, which consisted of Women’s Apparel, Outerwear, and Handbags & Small Leather Goods, an Adjusted SG&A Expense metric, and citizenship and sustainability 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. |

  37. ANALYSIS OF RISKS ARISING FROM COMPENSATION POLICIES AND PROGRAMS

    | • | Change in Control Policy. The change in control arrangements for our NEOs provide for cash payments only upon actual termination of employment. All unvested 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. |

  38. Valerie Jarrett

    | 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 143,597 shares of our Class A Common Stock, which are subject to upward or downward adjustment, and (ii) 519,234 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)). |

  39. Valerie Jarrett

    | 4. | For Mr. Louvet, does not include (i) unvested performance-based stock awards with respect to 80,484 shares of Class A Common Stock, which are subject to upward or downward adjustment, (ii) 16,383 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, 2025), (iii) 30,850 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, 2025 and August 15, 2026), and (iv) 42,459 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, 2025). |

  40. Valerie Jarrett

    | 6. | For Mr. Picicci, does not include (i) unvested performance-based stock awards with respect to 3,260 shares of Class A Common Stock, which are subject to upward or downward adjustment, (ii) 1,877 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, 2025), (iii) 4,308 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, 2025 and August 15, 2026), and (iv) 3,639 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, 2025). |

  41. Valerie Jarrett

    | 7. | For Ms. Alagöz, does not include (i) unvested performance-based stock awards with respect to 8,663 shares of Class A Common Stock, which are subject to upward or downward adjustment, (ii) 2,048 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, 2025), (iii) 3,336 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, 2025 and August 15, 2026), and (iv) 4,548 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, 2025). |

  42. Valerie Jarrett

    these RSUs will be delivered August 15, 2025), (iii) 2,780 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, 2025 and August 15, 2026), and (iv) 3,033 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, 2025).

  43. Valerie Jarrett

    | 10. | For Ms. Ahrendts, includes 996 RSUs vesting within 60 days of the Record Date, the Class A shares for which will be delivered on July 31, 2025. |

  44. Valerie Jarrett

    | 11. | For Mr. Bennack, includes 996 RSUs vesting within 60 days of the Record Date, the Class A shares for which will be delivered on July 31, 2025. |

  45. Valerie Jarrett

    | 12. | For Ms. Cupp, includes 996 RSUs vesting within 60 days of the Record Date, the Class A shares for which will be delivered on July 31, 2025. |

  46. Valerie Jarrett

    | 13. | For Ms. Findley, includes 996 RSUs vesting within 60 days of the Record Date, the Class A shares for which will be delivered on July 31, 2025. |

  47. Valerie Jarrett

    | 14. | For Mr. George, includes 996 RSUs vesting within 60 days of the Record Date, the Class A shares for which will be delivered on July 31, 2025. |

  48. Valerie Jarrett

    | 15. | For Ms. Jarrett, includes 996 RSUs vesting within 60 days of the Record Date, the Class A shares for which will be delivered on July 31, 2025. |

  49. Valerie Jarrett

    | 16. | For Mr. Joly, includes 996 RSUs vesting within 60 days of the Record Date, the Class A shares for which will be delivered on July 31, 2025. |

  50. Valerie Jarrett

    | 17. | For Mr. Walker, includes 996 RSUs vesting within 60 days of the Record Date, the Class A shares for which will be delivered on July 31, 2025. |

  51. Valerie Jarrett

    | 18. | For Ms. Zhang, includes 996 RSUs vesting within 60 days of the Record Date, the Class A shares for which will be delivered on July 31, 2025. |

  52. Valerie Jarrett

    | 22. | Includes RSUs vested as of the Record Date or within 60 days thereafter representing 8,964 shares of Class A Common Stock. Does not include (i) 290,064 unvested performance-based stock awards, a portion of which are subject to upward or downward adjustment, (ii) 128,619 unvested RSUs, and (iii) 519,233.98 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. |

  53. Valerie Jarrett

    | Type of Compensation | Compensation Amount | | Annual retainer for each non-employee director(1) | $95,000 | | 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: $30,000 • Chair of the Finance Committee: $30,000 | | Annual retainer for member of each Board Committee(1) | • Audit Committee Member: $15,000 • Talent Committee Member: $15,000 • Nominating Committee Member: $15,000 • Finance Committee Member: $15,000 | | Annual equity award(2) | Target equity value of $170,000, 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. |

  54. 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. |

  55. 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 2025. Directors who are our employees receive no compensation for their services as directors and do not serve on any Committees of the Board.

  56. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Angela Ahrendts | 155,000 | 170,036 | 325,036 | | Frank A. Bennack, Jr | 125,000 | 170,036 | 295,036 | | Debra Cupp | 117,500 | 170,036 | 287,536 | | Linda Findley | 170,000 | 170,036 | 340,036 | | Michael George | 170,000 | 170,036 | 340,036 | | Valerie Jarrett | 155,000 | 170,036 | 325,036 | | Hubert Joly | 175,000 | 170,036 | 345,036 | | Darren Walker | 125,000 | 170,036 | 295,036 | | Wei Zhang | 125,000 | 170,036 | 295,036 |

  57. DIRECTOR COMPENSATION TABLE

    | 1. | Reflects the amount of fees paid in arrears for Fiscal 2025 per the retainers set forth in the table above based on timing of appointments to Committees or as Chairs thereof, as applicable. |

  58. 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 $170,036, representing the aggregate grant date fair value of the annual grant, made on August 1, 2024, of 985 restricted stock units of the Company’s Class A Common Stock, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification topic 718. |

  59. DIRECTOR COMPENSATION TABLE

    | | Ralph Lauren 2025 Proxy Statement | 55 |

  60. DIRECTOR EQUITY TABLE

    | | Restricted Stock Units(1) | | Angela Ahrendts | 992.5 | | Frank A. Bennack, Jr. | 992.5 | | Debra Cupp | 992.5 | | Linda Findley | 992.5 | | Michael George | 992.5 | | Valerie Jarrett | 992.5 | | Hubert Joly | 992.5 | | Darren Walker | 992.5 | | Wei Zhang | 992.5 |

  61. DIRECTOR EQUITY TABLE

    | 1. | 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. |

  62. FISCAL 2025 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | For Fiscal 2025 short-term incentives, we included a strategic growth accelerators revenue metric, which consisted of revenue from our Women’s Apparel, Outerwear, and Handbags & Small Leather Goods products based on the percentage growth over the prior year period (“Strategic Growth Accelerators Revenue”), which was weighted 10%, to spotlight our high-potential growth areas and a Total Company selling, general and administrative expense excluding marketing & advertising expense as a percent of total revenue (“Adjusted SG&A Expense”), which was weighted 10%, with the focus on operational excellence. Strategic Growth Accelerators Revenue results were 15.4% greater than Fiscal 2024 results and above target and the results of the Adjusted SG&A Expense metric were slightly below target. |

  63. FISCAL 2025 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | We maintained citizenship and sustainability metrics in the form of a scorecard as our strategic goal modifier to our Fiscal 2025 short-term incentive plan to support our commitment to create positive social and environmental impacts across our Company, our industry and society. We met or exceeded the strategic goal modifier targets and as a result the Talent Committee determined that a 10% upward adjustment would be made to the bonus payout under the short-term incentive plan. |

  64. FISCAL 2025 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | We significantly outperformed the companies in the PSU Comparator Group with regard to three-year relative Total Shareholder Return (“TSR”) resulting in above target payouts for our Performance Share Units (“PSUs”) based on three-year TSR for Fiscal 2023-2025. |

  65. FISCAL 2025 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | The results for PSUs based on cumulative three-year Adjusted Return on Invested Capital (“Adjusted ROIC”) for Fiscal 2023-2025 were significantly above target, resulting in payouts of 200% of target for these PSUs. |

  66. FISCAL 2025 LONG-TERM EQUITY-BASED INCENTIVES PROGRAM DESIGN

    FISCAL 2025 LONG-TERM EQUITY-BASED INCENTIVES PROGRAM DESIGN The Fiscal 2025 long-term equity-based incentive awards are summarized below.

  67. FISCAL 2025 LONG-TERM EQUITY-BASED INCENTIVES PROGRAM DESIGN

    | Fiscal 2025 Awards Granted | Performance Measure | Performance Period | Ralph Lauren Mix | Other NEO Mix | | PSUs – Adjusted ROIC(1) | Adjusted ROIC | Fiscal 2025 – Fiscal 2027 | 50% | 25% | | PSUs – Relative TSR(1) | Relative TSR | Fiscal 2025 – Fiscal 2027 | 50% | 25% | | Restricted Stock Units (“RSUs”)(2) | N/A (Time-based) | N/A (Three-year pro-rata vesting) | 0% | 50% |

  68. FISCAL 2025 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. |

  69. FISCAL 2025 LONG-TERM EQUITY-BASED INCENTIVES PROGRAM DESIGN

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

  70. FISCAL 2025 LONG-TERM EQUITY-BASED INCENTIVES PROGRAM DESIGN

    | | Ralph Lauren 2025 Proxy Statement | 63 |

  71. FISCAL 2025 PAYOUTS OF FISCAL 2023 LONG-TERM EQUITY-BASED INCENTIVES PROGRAM

    FISCAL 2025 PAYOUTS OF FISCAL 2023 LONG-TERM EQUITY-BASED INCENTIVES PROGRAM The Fiscal 2023 performance-based awards that vested in June 2025 are summarized below:

  72. FISCAL 2025 PAYOUTS OF FISCAL 2023 LONG-TERM EQUITY-BASED INCENTIVES PROGRAM

    | Fiscal 2023 Awards | Performance Period | Total Amount Paid as a Percent of Target | | PSUs – Adjusted ROIC(1) | Fiscal 2023 – Fiscal 2025 | 200% | | PSUs – Relative TSR(1) | Fiscal 2023 – Fiscal 2025 | 180.88% |

  73. FISCAL 2025 PAYOUTS OF FISCAL 2023 LONG-TERM EQUITY-BASED INCENTIVES PROGRAM

    | 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. The other 50% of the annual equity award for the other NEOs is in the form of time-based RSUs. |

  74. FISCAL 2025 PAYOUTS OF FISCAL 2023 LONG-TERM EQUITY-BASED INCENTIVES PROGRAM

    The actual payout detail earned for Fiscal 2023 PSUs-Adjusted ROIC and Fiscal 2023 PSUs-TSR are further described below under “Previously Awarded Long-Term Equity-Based Incentives that Vested in June 2025.”

  75. 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 Policies: We have clawback policies for our executive officers that are subject to robust recoupment requirements in the event the Company is required to restate its financial statements. See “Related Considerations – Clawback Policies” below for a more detailed description of each of our clawback policies. | | | | Fixed Share Authorization: Our long-term incentive plan does not provide for an evergreen feature that would automatically replenish the shares available for issuance under the plan. | | | | Caps on Incentive Payouts: We impose maximum caps on payouts under our short- 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 to solicit their feedback for 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. |

  76. 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. |

  77. STOCKHOLDER OUTREACH

    | − | We continued to include citizenship and sustainability metrics as a strategic goal modifier in the short-term incentive plan to support our key citizenship and sustainability goals, including our initiatives to create with intent, protect our environment, and champion better lives. |

  78. STOCKHOLDER OUTREACH

    | − | We continued to utilize three-year Adjusted ROIC as a performance measure in our long-term equity-based incentive plan 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 and we maintained three-year relative TSR compared to our PSU Comparator Group. These financial metrics were selected with the purpose of driving sustainable long-term growth and value creation. |

  79. 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 targets before establishing financial goals and the corresponding payout levels for incentives. |

  80. DETERMINATION OF COMPENSATION FOR EXECUTIVES

    DETERMINATION OF COMPENSATION FOR EXECUTIVES Compensation Peer Group for Fiscal 2025. Based on a review and discussion with management and our independent consultants, the Talent Committee approved a compensation peer group (the “Compensation Peer Group”), in Fiscal 2025, with no change to the Fiscal 2024 Compensation Peer Group as the companies identified continue to provide an appropriate benchmark to better understand the competitiveness of our compensation program and used as a factor in considering Fiscal 2025 pay decisions. The Compensation Peer Group is separate from our PSU Comparator Group, which will continue to be used to assess our financial performance in determining potential long-term incentives vesting. The companies in the Compensation Peer Group were approved after consideration of revenue size, industry and business focus. Our Compensation Peer Group consisted of the following companies for Fiscal 2025:

  81. ROLE OF THE TALENT COMMITTEE

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

  82. ROLE OF COMPENSATION CONSULTANTS

    ROLE OF 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. In Fiscal 2025, 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:

  83. ROLE OF COMPENSATION CONSULTANTS

    | • | Attending Talent Committee meetings |

  84. ROLE OF COMPENSATION CONSULTANTS

    | • | Meeting with the Talent Committee without management present |

  85. ROLE OF COMPENSATION CONSULTANTS

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

  86. ROLE OF 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 |

  87. ROLE OF 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 |

  88. ROLE OF COMPENSATION CONSULTANTS

    | • | Providing review and guidance on market trends, regulatory/legislative changes, and corporate governance trends |

  89. ROLE OF COMPENSATION CONSULTANTS

    Fees for executive compensation services provided to the Talent Committee during Fiscal 2025 were $245,250. Korn Ferry also provides other services to the Company which must be approved by the Talent Committee. Fees for these other corporate services collected during Fiscal 2025 were $1,730,153 which included fees collected related to leadership and talent consulting services, digital products and services, and executive search 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 Korn Ferry’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.

  90. ROLE OF COMPENSATION CONSULTANTS

    | | Ralph Lauren 2025 Proxy Statement | 69 |

  91. 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. Louvet’s input, with respect to NEOs other than himself and Mr. R. Lauren. 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 such NEO’s respective employment agreement. The employment 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.

  92. COMPENSATION ELEMENT: SHORT-TERM ANNUAL INCENTIVE PLAN

    COMPENSATION ELEMENT: SHORT-TERM ANNUAL INCENTIVE PLAN In Fiscal 2025, all our NEOs participated in the Executive Officer Annual Incentive Plan (the “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:

  93. COMPENSATION ELEMENT: SHORT-TERM ANNUAL INCENTIVE PLAN

    | Payouts | Payouts are based on distinct levels of achievement, which include threshold, target and maximum levels, established by the Talent Committee each year. In Fiscal 2025, 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% payment upon achievement of financial goals and strategic goals at target level as determined by the Talent Committee. | | | Maximum | 200% payment upon 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. | |

  94. Annual Cash Incentive Awards – Fiscal 2025

    Annual Cash Incentive Awards – Fiscal 2025 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 2025 Total Company Revenue and Total Company Operating Profit Margin, Strategic Growth Accelerators Revenue and Adjusted SG&A Expense 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 2025 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 2025 Strategic Plan communicated to stockholders. Bonus Payouts for Fiscal 2025. Each of our NEOs was eligible for a bonus in Fiscal 2025 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 2025 EOAIP target goals and actual performance as measured against those goals.

  95. Annual Cash Incentive Awards – Fiscal 2025

    | | Goals | | | | | | Fiscal 2025 Performance Measure | Threshold 50% | Target 100% | Maximum 200% | Actual Results(1) | Actual Compensation Awarded as a % of Target(2) | | Adjusted Operating Profit Margin (40% weight)(1) | 12.8% | 13.5% | 14.1% | 14.5% | 186% for Mr. R. Lauren; 200% for our CEO and other NEOs | | Total Company Revenue - $ millions (40% weight) | $6,489.7 | $6,831.2 | $7,172.8 | $7,145.1 | | | Strategic Growth Accelerators Revenue - % growth over prior year (10% weight) | 4% | 6% | 10% | 15.4% | | | Adjusted SG&A Expense as a % of revenue (10% weight) | 47.7% | 47.1% | 46.4% | 47.1% | |

  96. Annual Cash Incentive Awards – Fiscal 2025

    | 74 | Ralph Lauren 2025 Proxy Statement | |

  97. Annual Cash Incentive Awards – Fiscal 2025

    | 1. | Includes impact of adjustments approved by the Talent Committee, including restructuring and other charges and foreign currency effects. Reference Appendix B for a reconciliation of non-GAAP metrics to the most directly comparable GAAP measure. |

  98. Annual Cash Incentive Awards – Fiscal 2025

    | 2. | Includes impact of the strategic goal modifier, which can adjust bonus payment from -10% up to +10%. For Fiscal 2025, as determined by the Talent Committee, there was a 10% upward adjustment for the strategic goal modifier. Bonus payouts for NEOs are capped at 200% of Target, including strategic goal modifier. Any adjustment in the annual bonus attributable to the strategic goal modifier is not applicable to Mr. R. Lauren. |

  99. Annual Cash Incentive Awards – Fiscal 2025

    For Fiscal 2025, citizenship and sustainability metrics were set in the form of a scorecard as the strategic goal modifier, including five sustainability KPIs and five citizenship KPIs, to support the importance of our citizenship and sustainability strategy to create positive social and environmental impacts across our Company, our industry and society. 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. Progress made against KPIs set in the form of a scorecard for the strategic goal modifier is noted in the chart below. All of the ten KPIs were determined by the Talent Committee to meet or exceed the Fiscal 2025 goal set. Based on the overall assessment of the scorecard, the Talent Committee determined that a 10% upward adjustment would be made to the bonus payout under the short-term incentive plan.

  100. Annual Cash Incentive Awards – Fiscal 2025

    | Scorecard | KPI | Actual Fiscal 2025 Achievement | Fiscal 2025 Progress Against Commitment Goal | | SUSTAINABILITY | Climate (Coal Phase-Out): % of identified coal users that commit to eliminate coal by 2025 | 100% have committed to eliminate coal on or before 2025 | Met Goal | | | Sustainable Material: % of units meeting criteria | 98% of units meet criteria | Exceeded Goal | | | Zero Waste to Landfill: across global distribution centers | 93% waste diverted across global distribution centers | Exceeded Goal | | | Waste and Climate: Supplier Action | 175 facilities have set 2030 GHG and water reduction roadmap | Exceeded Goal | | | Chemical Use Transparency: by business with top suppliers | 97% transparency by business | Exceeded Goal | | CITIZENSHIP | Belonging: % employee survey | 85% positive on employee survey | Exceeded Goal | | | Employee survey: total company favorability | 87% favorable, this goal supports our strategy: To create a culture of equality, inclusion and fairness for all | Met Goal | | | Equitable Consideration: ensuring we continue to have diverse candidates at the VP level and above through interview process | High % of positions with female and People of Color (POC) candidates interviewed for leadership positions at the VP level and above | Exceeded Goal | | | Responsible Purchasing Practices: Reduce the share of deferrals to secure timely payment and reduce the financial burden to our suppliers | 17% reduction | Exceeded Goal | | | Minority Business Enterprise and Women Suppliers: Included in open request for proposals | 94% achievement | Exceeded Goal |

  101. Annual Cash Incentive Awards – Fiscal 2025

    | | Ralph Lauren 2025 Proxy Statement | 75 |

  102. Annual Cash Incentive Awards – Fiscal 2025

    The table below sets forth the target bonus and actual Fiscal 2025 cash bonus for each of our NEOs:

  103. Annual Cash Incentive Awards – Fiscal 2025

    | Name / Title | Target Bonus ($) | Actual Fiscal 2025 Bonus ($) | | Ralph Lauren(1) Executive Chairman and Chief Creative Officer | 6,000,000 | 11,160,000 | | Patrice Louvet(1)(2) CEO | 4,050,000 | 8,100,000 | | Justin Picicci(1)(2) CFO | 685,440 | 1,370,879 | | Halide Alagoz(1)(2) Chief Product & Merchandising Officer | 950,000 | 1,900,000 | | David Lauren Chief Branding and Innovation Officer | 950,000 | 1,900,000 | | Jane Nielsen(1)(2) Former CFO and COO | 1,837,500 | 3,675,000 |

  104. Annual Cash Incentive Awards – Fiscal 2025

    | 1. | Target bonus amounts payable to Messrs. R. Lauren, Louvet and Picicci, and Mses. Alagoz and Nielsen are set forth in their respective employment agreements. |

  105. Annual Cash Incentive Awards – Fiscal 2025

    | 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 2025, the Talent Committee determined there would be a 10% upward adjustment for the strategic goal modifier based on the performance results of the citizenship and sustainability scorecard. |

  106. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025 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 2025 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 2025, 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 2025 awards consisted of:

  107. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    | Fiscal 2025 Awards Granted | Performance Measure | Performance Period | | PSUs – Adjusted ROIC(1) | Adjusted ROIC | Fiscal 2025 – Fiscal 2027 | | PSUs – Relative TSR(1) | Relative TSR | Fiscal 2025 – Fiscal 2027 | | Restricted Stock Units (“RSUs”)(2) | N/A (Time-based) | N/A (Three-year pro-rata vesting) |

  108. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    | 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. |

  109. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    | 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. |

  110. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    | 76 | Ralph Lauren 2025 Proxy Statement | |

  111. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    Details regarding the PSUs and RSUs are outlined below.

  112. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    | • | PSUs-Adjusted ROIC. Adjusted ROIC is used as a performance measure to provide a clear link to value creation for our stockholders overtime, 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 2025 may pay out from 0% to 200% of target based on three-year cumulative Adjusted ROIC results (Fiscal 2025 – Fiscal 2027). |

  113. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    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.

  114. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

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

  115. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    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.

  116. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    | • | 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 2025 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 (“PSU Comparator Group”) over the three-year performance period (Fiscal 2025 – Fiscal 2027). 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 PSU Comparator Group is specified at the time of grant and if any PSU 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. |

  117. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    The PSU Comparator Group which is being used for the Fiscal 2025 PSUs — Relative TSR is shown below. The PSU Comparator Group includes luxury retail peers, certain department stores and apparel wholesalers, and select non-U.S. luxury brands.

  118. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    | Abercrombie & Fitch Co. | Hanesbrands Inc. | Moncler S.p.A. | Tapestry, Inc. | | Burberry Limited | Hugo Boss AG | Nike, Inc. | Under Armour, Inc. | | Dillard’s, Inc. | Levi Strauss & Co. | Nordstrom, Inc. | Urban Outfitters, Inc. | | G-III Apparel, Ltd. | lululemon athletica inc. | PVH Corp. | V.F. Corporation | | The Gap, Inc. | Macy’s Inc. | RH | Williams-Sonoma, Inc. |

  119. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    | | Ralph Lauren 2025 Proxy Statement | 77 |

  120. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

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

  121. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    | 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% |

  122. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    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.

  123. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    | • | RSUs. 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. |

  124. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    In Fiscal 2025, each of our NEOs received long-term equity awards granted in the form of share units on August 15, 2024.

  125. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    | Name / Title | PSUs-Adjusted ROIC(1) | PSUs-Relative TSR(1) | RSUs-Pro-rata | | Ralph Lauren Executive Chairman and Chief Creative Officer | 33,359 | 25,054 | — | | Patrice Louvet CEO | 21,228 | 16,800 | 42,459 | | Justin Picicci CFO | 1,820 | 1,440 | 3,639 | | Halide Alagoz Chief Product & Merchandising Officer | 2,274 | 1,800 | 4,548 | | David Lauren Chief Branding and Innovation Officer | 1,516 | 1,200 | 3,033 | | Jane Nielsen(2) Former COO and CFO | 12,130 | 9,600 | 24,261 |

  126. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

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

  127. COMPENSATION ELEMENT: LONG-TERM EQUITY-BASED INCENTIVES – FISCAL 2025

    | 2. | In connection with Ms. Nielsen’s transition agreement dated May 23, 2024, her equity award for Fiscal 2025 has a target grant value of $8 million. |

  128. Previously Awarded Long-Term Equity-Based Incentives that Vested in June 2025

    Previously Awarded Long-Term Equity-Based Incentives that Vested in June 2025 PSU awards that were granted in Fiscal 2023 vested in June 2025, based upon our achievement of pre-established financial goals for the three-year performance period (Fiscal 2023 – Fiscal 2025). The target for the Fiscal 2023 PSUs was based on the three-year plan established in early Fiscal 2023. In establishing the targets for the Fiscal 2023 PSUs, we required ongoing performance improvement during the three-year period. The Talent Committee established the Fiscal 2023 PSUs financial targets for the three-year performance period, in support of our Strategic Plan to deliver sustainable long-term growth and value creation. Below is a table summarizing the goals, payout range, and achievement for the Fiscal 2023 PSUs. See Appendix B for a reconciliation to reported U.S. GAAP cumulative Adjusted ROIC results. PSUs:

  129. Previously Awarded Long-Term Equity-Based Incentives that Vested in June 2025

    | Performance Measure | Performance Period | Performance Results | Amount Paid as a % of Target | | Adjusted Return on Invested Capital (Adjusted ROIC)(1) | Fiscal 2023 – Fiscal 2025 | 111.2% | 200% | | Relative TSR | Fiscal 2023 – Fiscal 2025 | 82.35th percentile | 180.88% |

  130. Previously Awarded Long-Term Equity-Based Incentives that Vested in June 2025

    | 78 | Ralph Lauren 2025 Proxy Statement | |

  131. PSUs-Adjusted ROIC Payout Detail

    PSUs-Adjusted ROIC Payout Detail

  132. PSUs-Adjusted ROIC Payout Detail

    | Performance Level | % Performance Target | Fiscal 2023 – 2025 Cumulative Adjusted ROIC Goals | Percent of Target Award Earned | | Threshold | 90% | 80.6% | 50% | | Target | 100% | 89.5% | 100% | | Maximum | 110% | 98.5% | 200% | | Actual Achievement | > 110% | 111.2% | 200% |

  133. PSUs-Adjusted ROIC Payout Detail

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

  134. PSUs-Adjusted ROIC Payout Detail

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

  135. PSUs-TSR Payout Detail

    PSUs-TSR Payout Detail

  136. PSUs-TSR Payout Detail

    | Performance Level | Relative TSR Performance | Percent of Target Award Earned | | Below Threshold | Below 30th Percentile | 0% | | Threshold | 30th Percentile | 50% | | Target | 50th Percentile | 100% | | Stretch | 70th Percentile | 150% | | Maximum | 90th Percentile and above | 200% | | Actual Achievement | 82.35th Percentile | 180.88% |

  137. 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 2025, Fiscal 2024, and Fiscal 2023.

  138. 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 | 2025 | 1,750,000 | 11,000,337 | 11,160,000 | 272,810 | 24,183,147 | | | 2024 | 1,750,000 | 11,000,149 | 6,720,000 | 249,988 | 19,720,137 | | | 2023 | 1,750,000 | 11,000,014 | 5,280,000 | 258,865 | 18,288,879 | | Patrice Louvet President and CEO | 2025 | 1,350,000 | 13,541,857 | 8,100,000 | 87,578 | 23,079,435 | | | 2024 | 1,350,000 | 10,651,323 | 4,536,000 | 91,245 | 16,628,568 | | | 2023 | 1,350,000 | 9,110,544 | 3,920,400 | 90,412 | 14,471,356 | | Justin Picicci CFO | 2025 | 685,385 | 1,160,747 | 1,370,879 | 24,888 | 3,241,899 | | David Lauren Chief Branding and Innovation Officer, Vice Chairman of the Board, Strategic Advisor to the CEO and Head of the Polo Ralph Lauren Foundation | 2025 | 950,000 | 967,265 | 1,900,000 | 28,350 | 3,845,615 | | | 2024 | 950,000 | 959,595 | 973,385 | 27,900 | 2,910,879 | | | 2023 | 950,000 | 735,567 | 689,700 | 27,750 | 2,403,017 | | Halide Alagoz Chief Product & Merchandising Officer | 2025 | 950,000 | 1,450,659 | 1,900,000 | 68,350 | 4,369,009 | | | 2024 | 950,000 | 1,151,535 | 1,064,000 | 65,558 | 3,231,093 | | | 2023 | 948,077 | 1,138,924 | 919,600 | 61,875 | 3,068,476 | | Jane Nielsen Former COO and Former CFO | 2025 | 1,050,000 | 7,850,526 | 3,675,000 | 28,350 | 12,603,876 | | | 2024 | 1,050,000 | 3,838,401 | 2,058,000 | 26,994 | 6,973,395 | | | 2023 | 1,050,000 | 3,796,028 | 1,778,700 | 29,123 | 6,653,851 |

  139. 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 2025, Fiscal 2024 and Fiscal 2023 was a 52-week period. |

  140. 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 2025, Fiscal 2024 and Fiscal 2023, 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 2025. We determine the fair value of RSU and PSU-Adjusted ROIC 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 |

  141. SUMMARY COMPENSATION TABLE

    | 84 | Ralph Lauren 2025 Proxy Statement | |

  142. SUMMARY COMPENSATION TABLE

    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. If Performance were assumed to be achieved at the Maximum level for PSUs granted in Fiscal 2025, Fiscal 2024, and Fiscal 2023 the aggregate grant date fair values would increase as follows:

  143. SUMMARY COMPENSATION TABLE

    | | Fiscal 2025 | | Fiscal 2024 | | Fiscal 2023 | | | | PSUs-Adjusted ROIC ($) | PSUs-Relative TSR ($) | PSUs-Adjusted ROIC ($) | PSUs-Relative TSR ($) | PSUs- Adjusted ROIC ($) | PSUs-Relative TSR ($) | | Ralph Lauren | 5,500,232 | 5,500,105 | 5,500,209 | 5,499,941 | 5,500,016 | 5,499,998 | | Patrice Louvet | 3,305,200 | 3,500,112 | 2,584,748 | 2,755,031 | 2,192,015 | 2,399,958 | | Justin Picicci | 283,374 | 300,010 | N/A | N/A | N/A | N/A | | David Lauren | 236,041 | 250,008 | 232,804 | 249,951 | 176,967 | 193,705 | | Halide Alagoz | 354,062 | 375,012 | 279,387 | 299,941 | 274,013 | 300,055 | | Jane Nielsen | 1,888,641 | 2,000,064 | 931,438 | 999,948 | 913,377 | 999,982 |

  144. 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. |

  145. SUMMARY COMPENSATION TABLE

    | 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. |

  146. SUMMARY COMPENSATION TABLE

    In Fiscal 2025, Mr. R. Lauren received perquisites and other personal benefits, including reimbursement for personal travel ($200,000), personal use of an automobile and driver ($70,585) and enhanced amount of business travel accident coverage. In Fiscal 2025, Mr. Louvet received perquisites and other personal benefits, including car service for travel to and from his home to the office ($42,228), financial planning services ($30,000), concierge medical benefit for Q4 Fiscal 2025 and matching contributions under the Company’s 401(k) plan. In Fiscal 2025, Mr. Picicci, Mr. D. Lauren and Ms. Nielsen received perquisites and other personal benefits, including an automobile allowance and matching contributions under the Company’s 401(k) plan. In Fiscal 2025, Ms. Alagoz received perquisites and other personal benefits, including financial planning services ($40,000), an automobile allowance and matching contributions under the Company’s 401(k) plan.

  147. SUMMARY COMPENSATION TABLE

    | | Ralph Lauren 2025 Proxy Statement | 85 |

  148. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table represents all plan-based awards granted to the NEOs in Fiscal 2025.

  149. GRANTS OF PLAN-BASED AWARDS

    | Name | Approval Date | Grant Date | 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 or Units (#) | Grant Date Fair Value/share | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold(1) ($) | Target(1) ($) | Maximum(1) ($) | Threshold(2) (#) | Target(2) (#) | Maximum(2) (#) | | | | | Ralph Lauren | | | 3,000,000 | 6,000,000 | 12,000,000 | | | | | | | | | | 08/15/2024(3) | | | | 16,680 | 33,359 | 66,718 | | $164.8800 | 5,500,232 | | | | 08/15/2024(4) | | | | 12,527 | 25,054 | 50,108 | | $219.5300 | 5,500,105 | | Patrice Louvet | | | 2,025,000 | 4,050,000 | 8,100,000 | | | | | | | | | | 08/15/2024(3) | | | | 10,614 | 21,228 | 42,456 | | $155.7000 | 3,305,200 | | | | 08/15/2024(4) | | | | 8,400 | 16,800 | 33,600 | | $208.3400 | 3,500,112 | | | | 08/15/2024(5) | | | | | | | 42,459 | $158.6600 | 6,736,545 | | Justin Picicci | | | 342,720 | 685,440 | 1,370,879 | | | | | | | | | | 08/15/2024(3) | | | | 910 | 1,820 | 3,640 | | $155.7000 | 283,374 | | | | 08/15/2024(4) | | | | 720 | 1,440 | 2,880 | | $208.3400 | 300,010 | | | | 08/15/2024(5) | | | | | | | 3,639 | $158.6600 | 577,364 | | David Lauren | | | 475,000 | 950,000 | 1,900,000 | | | | | | | | | | 08/15/2024(3) | | | | 758 | 1,516 | 3,032 | | $155.7000 | 236,041 | | | | 08/15/2024(4) | | | | 600 | 1,200 | 2,400 | | $208.3400 | 250,008 | | | | 08/15/2024(5) | | | | | | | 3,033 | $158.6600 | 481,216 | | Halide Alagoz | | | 475,000 | 950,000 | 1,900,000 | | | | | | | | | | 08/15/2024(3) | | | | 1,137 | 2,274 | 4,548 | | $155.7000 | 354,062 | | | | 08/15/2024(4) | | | | 900 | 1,800 | 3,600 | | $208.3400 | 375,012 | | | | 08/15/2024(5) | | | | | | | 4,548 | $158.6600 | 721,586 | | Jane Nielsen | | | 918,750 | 1,837,500 | 3,675,000 | | | | | | | | | | 08/15/2024(3) | | | | 6,065 | 12,130 | 24,260 | | $155.7000 | 1,888,641 | | | | 08/15/2024(4) | | | | 4,800 | 9,600 | 19,200 | | $208.3400 | 2,000,064 | | | | 08/15/2024(5) | | | | | | | 24,261 | $163.3000 | 3,961,821 |

  150. GRANTS OF PLAN-BASED AWARDS

    | 1. | Represents grants of cash incentive awards under the Company’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. |

  151. GRANTS OF PLAN-BASED AWARDS

    | 2. | Represents the number of PSUs-Adjusted ROIC and PSUs-Relative TSR that were granted in Fiscal 2025 under our 2019 Stock Incentive Plan. See “Compensation Discussion and Analysis-Key Components of Executive Compensation-Compensation Element: Long-Term Equity-Based Incentives-Fiscal 2025” for a description of the material terms of these awards. |

  152. GRANTS OF PLAN-BASED AWARDS

    | 3. | Represents a PSU grant where performance is based on Adjusted ROIC. |

  153. GRANTS OF PLAN-BASED AWARDS

    | 4. | Represents a PSU grant where performance is based on Relative TSR. |

  154. GRANTS OF PLAN-BASED AWARDS

    | 5. | Represents an RSU grant. |

  155. GRANTS OF PLAN-BASED AWARDS

    | 86 | Ralph Lauren 2025 Proxy Statement | |

  156. 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 2025.

  157. 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 | | | | | | | 119,031(1) | $25,672,606 | | | | | 80,321(2) | $17,323,633 | | | | | | | 94,400(6) | $20,360,192 | | | | | 73,868(7) | $15,931,850 | | | | | 67,224(8) | $14,498,872 | | | | | 50,488(9) | $10,889,252 | | Patrice Louvet | | | | | | | 16,383(3) | $3,533,485 | | | | | 49,150(1) | $10,600,672 | | | | | 35,879(2) | $7,738,383 | | | | | 30,850(4) | $6,653,728 | | | | | | | 46,276(6) | $9,980,808 | | | | | 38,636(7) | $8,333,012 | | | 42,459(5) | $9,157,557 | | | | | | | 42,456(8) | $9,156,910 | | | | | 33,600(9) | $7,246,848 | | Justin Picicci | | | | | | | 1,877(3) | $404,831 | | | | | 4,308(4) | $929,149 | | | | | 3,639(5) | $784,860 | | | | | | | 3,640(8) | $785,075 | | | | | 2,880(9) | $621,158 | | David Lauren | | | | | | | 1,323(3) | $285,345 | | | | | 3,968(1) | $855,818 | | | | | 2,896(2) | $624,609 | | | | | 2,780(4) | $599,590 | | | | | | | 4,168(6) | $898,954 | | | | | 3,480(7) | $750,566 | | | 3,033(5) | $654,157 | | | | | | | 3,032(8) | $653,942 | | | | | 2,400(9) | $517,632 |

  158. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 90 | Ralph Lauren 2025 Proxy Statement | |

  159. 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 | | | | | | | 2,048(3) | $441,713 | | | | | 6,144(1) | $1,325,138 | | | | | 4,486(2) | $967,540 | | | | | 3,336(4) | $719,508 | | | | | | | 5,002(6) | $1,078,831 | | | | | 4,176(7) | $900,680 | | | 4,548(5) | $980,913 | | | | | | | 4,548(8) | $980,913 | | | | | 3,600(9) | $776,448 | | Jane Nielsen | | | | | | | 20,480(1) | $4,417,126 | | | | | 14,950(2) | $3,224,416 | | | | | | | 16,676(6) | $3,596,680 | | | | | 13,922(7) | $3,002,697 | | | | | 24,260(8) | $5,232,397 | | | | | 19,200(9) | $4,141,056 |

  160. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) Amount reflects Fiscal 2023 PSUs-ROIC for which the applicable performance goal was achieved as of March 29, 2025. Fiscal 2023 PSUs-ROIC are included at 200% of target reflecting actual performance achieved. These shares vested and were paid out on June 2, 2025. |

  161. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) Amount reflects Fiscal 2023 PSUs-TSR for which the applicable performance goal was achieved as of March 29, 2025. Fiscal 2023 PSUs-TSR are included at 180.88% of target reflecting actual performance achieved. These shares vested and were paid out on June 2, 2025. |

  162. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (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, 2022, and vest in three equal annual installments on the anniversary date of the grant. |

  163. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) 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, 2023, and vest in three equal annual installments on the anniversary date of the grant. |

  164. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (5) 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, 2024, and vest in three equal annual installments on the anniversary date of the grant. |

  165. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (6) Amount reflects unearned Fiscal 2024 PSUs-ROIC 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 2025” for a description of the material terms of these PSUs. Where applicable, shares have been rounded to whole numbers. |

  166. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (7) Amount reflects unearned Fiscal 2024 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 2025” for a description of the material terms of these PSUs. Where applicable, shares have been rounded to whole numbers. |

  167. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (8) Amount reflects unearned Fiscal 2025 PSUs-ROIC 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 2025” for a description of the material terms of these PSUs. Where applicable, shares have been rounded to whole numbers. |

  168. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (9) Amount reflects unearned Fiscal 2025 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 2025” for a description of the material terms of these PSUs. Where applicable, shares have been rounded to whole numbers. |

  169. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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  170. STOCK VESTED

    STOCK VESTED The following table provides information concerning the vesting of stock awards during Fiscal 2025 on an aggregated basis for each of our NEOs.

  171. STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Ralph Lauren(1) | 123,077 | 22,913,316 | | Patrice Louvet(2) | 93,061 | 16,346,786 | | Justin Picicci(3) | 5,068 | 835,587 | | David Lauren(4) | 7,658 | 1,343,760 | | Halide Alagoz(5) | 10,095 | 1,769,090 | | Jane Nielsen(6) | 91,568 | 17,963,777 |

  172. STOCK VESTED

    | 1 | In connection with the vesting of his performance-based stock awards, Mr. R. Lauren acquired 114,536 shares on June 3, 2024 with a market price of $185.635 and the table includes a cash payment of $163.63 in lieu of fractional shares representing 0.881 shares of Class A Common Stock. Market price is based upon the average of the high and the low stock prices on that day. |

  173. STOCK VESTED

    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 2,353.21, 2,297.68, 2,112.77 and 1,778.32 were acquired respectively on April 12, 2024, July 12, 2024, October 11, 2024 and January 10, 2025. Market price (based on the average of the high and low stock prices on that day) was $162.065, $183.425, $200.375 and $239.04, respectively.

  174. STOCK VESTED

    | 2 | Mr. Louvet acquired 44,739 shares upon vesting of his RSUs, with a market price of $164.875 on August 15, 2024. In connection with the vesting of his performance-based stock awards, Mr. Louvet acquired 48,322 shares on June 3, 2024 with a market price of $185.635 and the table includes a cash payment of $189.05 in lieu of fractional shares representing 1.018 shares of Class A Common Stock. |

  175. STOCK VESTED

    | 3 | Mr. Picicci acquired 5,068 shares upon vesting of his RSUs, with a market price of $164.875 on August 15, 2024. |

  176. STOCK VESTED

    | 4 | Mr. D. Lauren acquired 3,757 shares upon vesting of his RSUs, with a market price of $164.875 on August 15, 2024. In connection with the vesting of his performance-based stock awards, Mr. D. Lauren acquired 3,901 shares on June 3, 2024 with a market price of $185.635 and the table includes a cash payment of $162.91 in lieu of fractional shares representing 0.878 shares of Class A Common Stock. |

  177. STOCK VESTED

    | 5 | Ms. Alagoz acquired 5,063 shares upon vesting of her RSUs, with a market price of $164.875 on August 15, 2024. In connection with the vesting of her performance-based stock awards, Ms. Alagoz acquired 5,032 shares on June 3, 2024 with a market price of $185.635 and the table includes a cash payment of $212.96 in lieu of fractional shares representing 1.147 shares of Class A Common Stock. |

  178. STOCK VESTED

    | 6 | Ms. Nielsen acquired 17,773 shares upon vesting of her RSUs, with a market price of $164.875 on August 15, 2024 and acquired 42,205 shares upon vesting of her RSUs, with a market price of $217.25 on March 28, 2025. In connection with the vesting of her performance-based stock awards, Ms. Nielsen acquired 31,590 shares on June 3, 2024 with a market price of $185.635 and the table includes a cash payment of $207.70 in lieu of fractional shares representing 1.119 shares of Class A Common Stock. |

  179. STOCK VESTED

    | 92 | Ralph Lauren 2025 Proxy Statement | |

  180. 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.

  181. 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 | — | 1,651,262(1) | 15,637,378(2) | — | 112,326,788(3) | | Patrice Louvet | — | — | — | — | — | | Jane Nielsen | — | — | — | — | — | | David Lauren | — | — | — | — | — | | Halide Alagoz | — | — | — | — | — |

  182. 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 2,353.21, 2,297.68, 2,112.77 and 1,778.32 were acquired, respectively on April 12, 2024, July 12, 2024, October 11, 2024 and January 10, 2025 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. |

  183. NON-QUALIFIED DEFERRED COMPENSATION

    | 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. |

  184. NON-QUALIFIED DEFERRED COMPENSATION

    | 3 | Mr. R. Lauren’s RSUs are valued at $217.25, the average of the high and the low stock prices as of March 28, 2025, the last business day of Fiscal 2025 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. |

  185. 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 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.

  186. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  187. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    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 that that 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. 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 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.

  188. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  189. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    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. The remainder of his unvested equity will vest in a manner consistent with his retirement status, i.e., they will vest on their regularly scheduled vesting dates subject to performance criteria if applicable, with the exception of two-thirds of any equity award granted in the prior 12 months before the termination date, which shall be forfeited, and with the further exception of $2.9 million of his Fiscal 2025 award which is excluded from the aforementioned calculation and is not eligible for retirement status treatment until he reaches 10 years of service. 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. In the event his employment terminates due to his death or disability, Mr. Louvet 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 unvested RSUs, RPSUs and PSUs, such awards shall vest immediately and, in the case his unvested PSUs or PRSUs (or any other equity awards with performance-based vesting conditions): (1) any unvested PRSUs (or other performance-based equity awards with pro-rata vesting) shall vest upon the Company’s attainment of the applicable performance goals and shall be paid out as per the terms of the 2019 Stock Incentive Plan as soon as practicable (but in no event later than 30 days) after each applicable vesting date without regard to Executive’s continued employment; and (2) any unvested PSUs (or other performance-based equity awards with cliff vesting) shall remain outstanding and shall vest at the end of the applicable performance period based on the Company’s actual degree of achievement of the applicable performance goals provided that any such awards shall be paid in their entirety as per the terms of the 2019 Stock Incentive Plan as soon as practicable (but in no event later than 30 days) after each applicable vesting date, without regard to Mr. Louvet's continued employment. 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, provided that if he voluntarily terminates his employment without good reason he will entitled to the same retirement treatment of his unvested equity as described above for a termination without cause or a resignation with good reason. 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 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).

  190. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  191. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    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. Ms. Nielsen’s employment ended on the End Date in accordance with those provisions of the Nielsen 2019 employment agreement governing non-extension of the contract term. Under the Nielsen Employment Agreement, Ms. Nielsen was entitled to receive her base salary and target bonus in effect as of May 23, 2024 through the End Date. Commencing on the End Date, the Company began paying Ms. Nielsen base salary continuation payments during the Non-Compete Period, in an aggregate amount of $1,050,000. As of the End Date, Ms. Nielsen will cease to be eligible for any of the Company’s benefit plans (other than pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), with the Company paying the employer’s share of the monthly COBRA premiums for a 36-month period). The Company will pay Ms. Nielsen her 2025 short term bonus, as calculated for, and at the same time as, the Company’s other named executive officers. On the payroll pay date closest to the last day of the Non-Compete Period, the Company will pay Ms. Nielsen an additional lump sum amount of $1,837,500, which is equal to her target bonus. As of the End Date, (i) all of Ms. Nielsen’s RSUs will vest immediately and (ii) all of her PSUs will cease to be subject to employment-based conditions and will vest at the end of the performance period based on the Company’s actual level of achievement. 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 during the Non-Compete Period (with the prohibition for Ms. Nielsen becoming a director of a Competing Business (as defined in the Nielsen Employment Agreement) limited to six months); (ii) not to solicit any of our employees for two years following the End Date; (iii) not to disparage us; and (iv) not to disclose any of our confidential information. In addition, the above-described amounts and stock awards to be provided to her are conditioned on (i) compliance with the terms of the Nielsen Employment Agreement (including the release) and (ii) Ms. Nielsen not being terminated for Cause (as defined in the Nielsen Employment Agreement) before the End Date. Ms. Nielsen also agrees to be available telephonically and by email during the Non-Compete Period if requested by us to assist in transitioning her former duties and responsibilities, for no additional compensation or benefits.

  192. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  193. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    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. If necessary to comply with Section 409A of the Code, any severance payments will be subject to a six-month delay in payment. Justin Picicci. Under the Picicci Employment Agreement, if we terminate Mr. Picicci’s employment for any reason other than death, disability or Cause, or he voluntarily terminates his employment for Good Reason (as defined in the Picicci Employment Agreement and as described below), he will 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 twelve months, plus an amount, payable at the end of the severance period, equal to his target bonus. Mr. Picicci 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. If Mr. Picicci 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. In the event of his termination due to his death or disability, Mr. Picicci or his estate will be entitled to receive all payments due to him through the date of his death or termination due to disability. Further, he 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 him, which shall vest at the end of the applicable vesting period, subject to our achievement of pre-established financial goals where applicable. Under the Picicci Employment Agreement, if the Company terminates his employment without cause, or Mr. Picicci voluntarily terminates his employment for good reason, in each case within 12 months following a change in control of the Company (as defined in the Picicci Employment Agreement), then, in lieu of the foregoing amounts, he will be entitled to receive a lump sum amount, payable within 15 days after the termination of his employment, equal to two times the sum of his then current annual base salary and prior fiscal year’s bonus immediately prior to his termination. In addition, in such event, any unvested stock options held by Mr. Picicci will immediately vest and any PSUs or restricted shares held by Mr. Picicci which are unvested will be deemed vested immediately prior to such change in control. The above described amounts and stock awards to be provided to him are subject to his compliance with the following restrictive covenants: (i) in the event his employment is terminated for cause or he resigns without good reason, not to compete with us for one year following the termination of his employment; (ii) not to solicit any of our employees for one year following the termination of his employment; (iii) not to disparage us following the termination of his employment; and (iv) not to disclose any of our confidential information. Under the Picicci Employment Agreement, cause is defined as: (i) willful and repeated failure by Mr. Picicci to substantially perform the material duties of his employment agreement (other than due to disability); or (ii) an act of fraud, embezzlement, theft, breach of fiduciary duty, dishonesty, or any violation of law (other than a traffic violation) with regard to the Company committed by Mr. Picicci; or (iii) any willful action by him causing damage to or misappropriation of our assets; or (iv) his breach of a material provision of the Picicci Employment Agreement; or (v) his breach of any of our material written employment policies; or (vi) performance by him of his employment duties in a manner deemed by us, in good faith, to be grossly negligent; or (vii) the commission of any act by him, 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 us materially; notwithstanding the foregoing, the above conduct shall not constitute cause unless and until such failure by him has not been cured to our satisfaction (if curable), in our sole discretion, within thirty (30) days after notice of such failure has been given by us to Mr. Picicci.

  194. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | Ralph Lauren 2025 Proxy Statement | 97 |

  195. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Under the Picicci Employment Agreement, good reason is defined as a termination of employment by him within 60 days following the occurrence of: (A) a material diminution in or material adverse alteration to his title, base salary, or position, provided that a change in reporting relationship (except as set forth in (D) below) or a removal of particular business units or functions from his purview shall not constitute a material diminution in or material adverse alteration to his position for this purpose; (B) the relocation of his principal office outside the area which comprises a 50 mile radius from either New York City or Nutley, New Jersey offices; (C) a failure of the Company to comply with any material provision of the Picicci Employment Agreement; or (D) a requirement that Mr. Picicci report to anyone other than the Chief Operating Officer or, regardless of job title, an executive with substantially equivalent or more senior job responsibilities, provided that the events described in clauses (A), (B), (C) or (D) above shall not constitute good reason until (i) Mr. Picicci provides written notice to the Company of the existence of such diminution, alteration, relocation, or failure within 30 days of the date he 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 Mr. Picicci 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 her 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 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 her duty of loyalty; or (vi) her breach of any of our employment policies; or (vii) performance by her of her employment duties in a

  196. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 98 | Ralph Lauren 2025 Proxy Statement | |

  197. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    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: (1) 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. In the event of his termination due to his death or disability, Mr. 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. Further, he 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 him, which shall vest at the end of the applicable vesting period, subject to our achievement of pre-established financial goals where applicable. If necessary to comply with Section 409A of the Code, any severance payments will be subject to a six-month delay in payment.

  198. 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 March 29, 2025 upon termination of their employment under certain circumstances or in the event of a change in control, assuming that:

  199. 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 March 29, 2025; |

  200. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | • | the NEO’s salary continues as it existed on March 29, 2025; |

  201. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | • | the NEO’s employment agreement, as applicable, and term as of March 29, 2025, applies; |

  202. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | | Ralph Lauren 2025 Proxy Statement | 99 |

  203. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | • | PSUs that are accelerated upon a change in control are deemed to do so at target; |

  204. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | • | 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; |

  205. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | • | the stock price for the Class A Common Stock is $215.68 per share (the NYSE closing price of Class A Common Stock on March 28, 2025, the last business day of Fiscal 2024 on which there were sales of shares); and |

  206. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | • | the bonus for the period March 31, 2024 through March 29, 2025 (as determined by the Talent Committee) has been earned by our NEOs as set forth in the “Summary Compensation Table.” |

  207. 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.

  208. 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 | $0 | $0 | $0 | $0 | $0 | | By the Company Without Cause/by the Executive for Good Reason | $3,500,000 | $12,000,000(4) | $53,253,879(5) | $1,251,806 | $70,005,685(6) |

  209. 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. |

  210. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 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 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 28, 2025, which was $215.68. |

  211. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 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. |

  212. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 4 | Represents two times the average annual bonus paid to Mr. R. Lauren for the two fiscal years immediately preceding the year of termination. |

  213. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 5 | If maximum performance for PSUs is reached, the value would increase by $53,253,879. |

  214. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 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.” |

  215. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 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 | $0 | $0 | $0 | $0 | $0 | | By the Company Without Cause/by the Executive for Good Reason | $10,800,000 | $0 | $33,510,489 | $51,086 | $44,361,575 | | Death or Disability | $0 | $0 | $33,510,489(4) | $0 | $33,510,489 | | Change in Control with Termination | $10,800,000 | $0 | $46,282,124 | $51,086 | $57,133,210 |

  216. 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. |

  217. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 2. | Represents the value associated with the acceleration or continuation (as the case may be) of the vesting of equity awards. Amount of $33,510,489 also applies if he left without Good Reason but if he is terminated for Cause, all unvested equity is forfeited. In the case of RSUs and PSUs, the value was based on the NYSE closing price of Class A Common Stock on March 28, 2025, which was $215.68. |

  218. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 3. | Represents the cost of providing medical and dental benefits during applicable severance period. |

  219. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 100 | Ralph Lauren 2025 Proxy Statement | |

  220. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 4. | If maximum performance for PSUs is reached, the value would increase by $20,903,130. |

  221. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | Chief Financial Officer – Justin Picicci | | | | | | | | 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 | $0 | $0 | $0 | $0 | $0 | | By the Company Without Cause/by the Executive for Good Reason | $700,000 | $700,000(4) | $0 | $27,231 | $1,427,231 | | Death or Disability | $0 | $0 | $1,829,973(6) | $0 | $1,829,973 | | Change in Control with Termination | $1,400,000 | $1,317,230(5) | $2,821,957 | $54,462 | $5,593,649 |

  222. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 1. | In the event of a termination by the Company without cause or by Mr. Picicci for good reason and pursuant to his employment agreement, we would continue to pay Mr. Picicci his base salary for one year. In the event of a qualifying termination in connection with a change in control Mr. Picicci would be entitled to a lump sum payment equal to two times his base salary. |

  223. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 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 28, 2025, which was $215.68. |

  224. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 3. | Represents the cost of providing medical and dental benefits during the applicable severance period. |

  225. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 4. | Represents 100% of base salary. |

  226. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 5. | Represents two times the bonus paid to Mr. Picicci for the most recently completed fiscal immediately preceding the year of termination. |

  227. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 6. | If maximum performance for PSUs is reached, the value would increase by $234,372. |

  228. 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) | Other Benefits & Perquisites | Total | | By the Company for Just Cause/by the Executive | $0 | $0 | $0 | $0 | $0 | | By the Company Without Just Cause(1) | $950,000 | $0 | $0 | $0 | $950,000 | | Death or Disability | $0 | $0 | $2,896,151(3) | $0 | $2,896,151 | | Change in Control with Termination | $950,000 | $0 | $3,722,852 | $0 | $4,672,852 |

  229. 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. |

  230. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 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 28, 2025, which was $215.68. |

  231. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 3. | If maximum performance for applicable PSUs is reached, the value would increase by $1,793,164. |

  232. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | Chief Product & Merchandising 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 | $0 | $0 | $0 | $0 | $0 | | By the Company Without Cause/by the Executive for Good Reason | $950,000 | $950,000(4) | $0 | $27,231 | $1,927,231 | | Death or Disability | $0 | $0 | $3,968,296(6) | $0 | $3,968,296 | | Change in Control with Termination | $1,900,000 | $2,128,000(5) | $5,208,025 | $54,462 | $9,290,487 |

  233. 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. |

  234. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | | Ralph Lauren 2025 Proxy Statement | 101 |

  235. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 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 28, 2025, which was $215.68. |

  236. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 3. | Represents the cost of providing medical and dental benefits during the applicable severance period. |

  237. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 4. | Represents 100% of base salary. |

  238. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 5. | Represents two times the bonus paid to Ms. Alagoz for the most recently completed fiscal immediately preceding the year of termination. |

  239. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 6. | If maximum performance for PSUs is reached, the value would increase by $2,480,104. |

  240. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | Former Chief Operating Officer and Chief Financial Officer – Jane Nielsen(1) | | | | | | | | Cash Severance – Base Salary(2) | Cash Severance – Bonus(3) | Vesting of Equity Awards(4) | Continuation of Other Benefits & Perquisites(5) | Total | | Per Transition Agreement | $1,050,000 | $1,837,500 | $21,080,348 | $60,666 | $24,028,514 |

  241. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 1. | This table reflects the value Ms. Nielsen is entitled to in connection with her employment ending effective March 29, 2025 in accordance with those provisions of the Nielsen 2019 employment agreement governing non-extension of the contract term. |

  242. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 2. | Represents base salary that we will continue to pay Ms. Nielsen during the applicable period after her employment end date. |

  243. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 3 | Represents 175% of base salary. |

  244. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 4. | Represents the value associated with the continuation of the vesting of equity awards granted to Ms. Nielsen. In the case of PSUs and RSUs, the value was based on the NYSE closing price of Class A Common Stock on March 28, 2025, which was $215.68. PSUs vest based upon actual performance over the applicable performance period. For purposes of this table, target performance is assumed to have been achieved. If maximum performance for PSUs is reached, the value would increase by $11,977,573. |

  245. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | 5. | Represents the cost of providing medical and dental benefits during the applicable period after her employment end date. |

  246. 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.

  247. PAY RATIO DISCLOSURE

    | • | The annual total compensation of the median employee, other than Mr. Louvet, was $31,748. |

  248. PAY RATIO DISCLOSURE

    | • | Mr. Louvet’s annual total compensation was $23,079,435. |

  249. PAY RATIO DISCLOSURE

    | • | 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 727 to 1. |

  250. 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 2025 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 58.

  251. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a) | Summary Compensation Table Total for CEO (1) (b) | Compensation Actually Paid to CEO2-6 (c) | Average Summary Compensation Table Total for Non-CEO NEOs(1) (d) | Average Compensation Actually Paid to Non-CEO NEOs2-7 (e) | Total Shareholder Return (f) | Peer Group Total Shareholder Return(8) (g) | Net Income ($ millions) (h) | Adjusted Operating Profit Margin(9) (i) | | 2025 | 23,079,435 | 40,207,798 | 9,648,709 | 17,701,957 | 347.92 | 113.98 | 742.9 | 14.3% | | 2024 | 16,628,568 | 41,971,686 | 8,208,876 | 22,539,380 | 297.99 | 134.47 | 646.3 | 12.4% | | 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 | 13.5% | | 2021 | 12,063,568 | 25,475,834 | 8,621,310 | 15,031,334 | 179.67 | 209.53 | (121.11) | 4.4% |

  252. 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, Mr. Picicci for Fiscal 2025, Ms. Alagoz for Fiscal 2025, 2024 and Fiscal 2023 and Howard Smith, our Former Chief Commercial Officer, for Fiscal 2022 and Fiscal 2021. |

  253. 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 2025, Fiscal 2024, Fiscal 2023, and Fiscal 2022 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 2025, Fiscal 2024, Fiscal 2023, Fiscal 2022, and Fiscal 2021. |

  254. PAY VERSUS PERFORMANCE

    | 3. | For Fiscal 2025, 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: |

  255. PAY VERSUS PERFORMANCE

    | | CEO | Average Non-CEO NEOs | | Total Reported in Fiscal 2025 Summary Compensation Table (“SCT”) | 23,079,435 | 9,648,709 | | Less: Value of stock awards reported in SCT | 13,541,857 | 4,485,907 | | Plus: Year-end value of stock awards granted in fiscal year that are outstanding and unvested | 20,635,005 | 6,108,979 | | Plus: Change in fair value (from prior year-end) of stock awards granted in prior years that are outstanding and unvested | 11,161,753 | 5,447,890 | | Plus: Fair value of awards granted this year and that vested this year | 0 | 1,054,140 | | Plus: Change in fair value (from prior year-end) of prior year stock awards that vested this year | (1,126,538) | (71,854) | | 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 2025 | 40,207,798 | 17,701,957 |

  256. PAY VERSUS PERFORMANCE

    | 104 | Ralph Lauren 2025 Proxy Statement | |

  257. PAY VERSUS PERFORMANCE

    | 4. | For Fiscal 2024, 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: |

  258. PAY VERSUS PERFORMANCE

    | | CEO | Average Non-CEO NEOs | | Total Reported in Fiscal 2024 Summary Compensation Table (“SCT”) | 16,628,568 | 8,208,876 | | Less: Value of stock awards reported in SCT | 10,651,323 | 4,237,420 | | Plus: Year-end value of stock awards granted in fiscal year that are outstanding and unvested | 20,004,712 | 8,548,296 | | Plus: Change in fair value (from prior year-end) of stock awards granted in prior years that are outstanding and unvested | 15,559,587 | 9,715,837 | | 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 | 430,142 | 303,791 | | 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 2024 | 41,971,686 | 22,539,380 |

  259. PAY VERSUS PERFORMANCE

    | 5. | 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: |

  260. PAY VERSUS PERFORMANCE

    | | CEO | Average Non-CEO NEOs | | Total Reported in Fiscal 2023 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 | (1,011,216) | (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) | (514,564) | | 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 |

  261. PAY VERSUS PERFORMANCE

    | 6. | 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: |

  262. 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 |

  263. PAY VERSUS PERFORMANCE

    | | Ralph Lauren 2025 Proxy Statement | 105 |

  264. PAY VERSUS PERFORMANCE

    | 7. | 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: |

  265. 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 |

  266. PAY VERSUS PERFORMANCE

    | 8. | 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 2025 Annual Report on Form 10-K. |

  267. PAY VERSUS PERFORMANCE

    | 9. | We chose Adjusted Operating Profit Margin on a constant dollar basis 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 long-term incentive plan for PSUs. Adjusted Operating Profit Margin is a non-GAAP measure. In our 2023 Proxy Statement, our Fiscal 2022 and Fiscal 2021 Adjusted Operating Profit Margin results were presented on a reported dollar basis. |

  268. 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.

  269. Descriptions of Pay Versus Performance Relationships

    | | Ralph Lauren 2025 Proxy Statement | 107 |

  270. Descriptions of Pay Versus Performance Relationships

    | 108 | Ralph Lauren 2025 Proxy Statement | |

  271. 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:

  272. 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. |

  273. Descriptions of Pay Versus Performance Relationships

    | • | Any transaction in which the aggregate amount involved is expected to be less than $120,000. |

  274. Descriptions of Pay Versus Performance Relationships

    | • | 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. |

  275. Descriptions of Pay Versus Performance Relationships

    | • | 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). |

  276. Descriptions of Pay Versus Performance Relationships

    | • | 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. |

  277. Descriptions of Pay Versus Performance Relationships

    | • | 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. |

  278. Descriptions of Pay Versus Performance Relationships

    | | Ralph Lauren 2025 Proxy Statement | 109 |

  279. 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.

  280. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

    | | Ralph Lauren 2025 Proxy Statement | 111 |

  281. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

    Ratification of Appointment of Independent Registered Public Accounting Firm The Audit Committee of the Board has appointed Ernst & Young LLP (“Ernst & Young”) as our independent registered public accounting firm to audit our financial statements and our subsidiaries for Fiscal 2026. A resolution will be presented at the meeting to ratify their appointment. Ernst & Young has served continuously as our auditors since 2008. All services provided by Ernst & Young, our independent registered public accounting firm for Fiscal 2025, have been reviewed with the Audit Committee to confirm that the performance of such services was consistent with the regulatory requirements for auditor independence. Independent Auditor Fees The Audit Committee has adopted a policy governing the pre-approval by the Audit Committee of all services, audit and non-audit, to be provided to us by our independent registered public accounting firm. Under the policy, the Audit Committee has generally pre-approved the provision by our independent registered public accounting firm of specific audit, audit-related, tax and other non-audit services, subject to the fee limits established from time to time by the Audit Committee, as being consistent with auditor independence. The provision of all other services, and all generally pre-approved services in excess of the applicable fee limits, by the independent registered public accounting firm must be specifically pre-approved by the Audit Committee on a case-by-case basis. Our Chief Financial Officer is required to determine if any request or application for services proposed to be performed by the independent registered public accounting firm has the general pre-approval of the Audit Committee, and the Audit Committee must be updated at each regularly scheduled meeting of the generally pre-approved services performed by the independent registered public accounting firm since the Audit Committee’s last regularly scheduled meeting. Requests or applications to provide services that require the specific pre-approval of the Audit Committee must be submitted to the Audit Committee by both the independent registered public accounting firm and our Chief Financial Officer, and both must advise the Audit Committee as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence. The Audit Committee may delegate either type of pre-approval authority to one or more of its members, and has currently delegated such authority to the Audit Committee’s Chair. All pre-approved decisions made by the delegated member or members must be reported to the full Audit Committee at its next scheduled meeting.

  282. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

    | | | VOTING RECOMMENDATION Our Board recommends a vote for the proposal to ratify the appointment of Ernst & Young as our independent registered public accounting firm for Fiscal 2026. |

  283. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

    | | Ralph Lauren 2025 Proxy Statement | 113 |

  284. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

    The Audit Committee approves the professional services rendered for us by Ernst & Young, including associated fees and the general reimbursement by the Company for expenses incurred in connection with these services. Aggregate fees for professional services rendered for us by Ernst & Young for Fiscal 2025 and Fiscal 2024 were:

  285. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

    | | Fiscal 2025 | Fiscal 2024 | | Audit fees | $6,102,300 | $5,826,000 | | Audit-related fees | 378,000 | 329,800 | | Tax fees | 2,070,800 | 1,399,200 | | All other fees | — | — | | Total | $8,551,100 | $7,555,000 |

  286. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

    | • | Audit Fees. Audit fees are fees billed for professional services for the audit of our annual financial statements and internal control over financial reporting. Audit fees also include fees billed for professional services for the review of financial statements included in our Quarterly Reports on Form 10-Q and for services that are normally provided in connection with statutory and regulatory filings or engagements. |

  287. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

    | • | Audit-related Fees. Audit-related fees are fees billed for assurance and related services that are related to the performance of the audit or review of our financial statements. These services include contractually agreed-upon audits and accounting consultations. |

  288. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

    | • | Tax Fees. Tax fees are fees billed for tax advice and consulting and tax compliance services. |

  289. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

    | • | All Other Fees. All other fees are fees billed for any services that did not constitute audit fees, audit-related fees or tax fees. No such services were provided to us in Fiscal 2025 or Fiscal 2024. |

  290. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

    Representatives from Ernst & Young will be present at the meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions by stockholders. The affirmative vote of a majority of the total votes cast at the 2025 Annual Meeting and entitled to vote is needed to ratify Ernst & Young’s appointment. If the stockholders do not ratify the appointment of Ernst & Young, the selection of the independent auditor will be reconsidered by the Audit Committee of the Board.

  291. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

    | 114 | Ralph Lauren 2025 Proxy Statement | |

  292. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

    Advisory Vote on Executive Compensation In accordance with Section 14A of the Exchange Act and the related rules of the SEC, a resolution will be presented at the 2025 Annual Meeting to enable our stockholders to approve, on a discretionary and non-binding basis, the compensation of our NEOs and our compensation philosophy, policies and practices as disclosed in the “Compensation Discussion and Analysis,” the accompanying compensation tables, and the related narrative disclosure in this Proxy Statement. This proposal, commonly known as a Say on Pay proposal, gives our stockholders the opportunity to express their views on our NEOs’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies, and practices described in this Proxy Statement. Accordingly, you may vote on the following resolution at the 2025 Annual Meeting: “RESOLVED, that the stockholders approve, on an advisory basis, our NEOs’ compensation and our compensation philosophy, policies and practices as described in the “Compensation Discussion and Analysis”.” In considering their vote, stockholders are encouraged to read the “Compensation Discussion and Analysis,” the accompanying compensation tables, and the related narrative disclosure. Although this vote is advisory, and therefore nonbinding, the Board and the Talent Committee expect to take into account the outcome of the vote when considering future executive compensation decisions, to the extent that they can determine the cause or causes of any significant negative voting results. As described in detail under “Compensation Discussion and Analysis,” our compensation programs are designed to motivate our executives to achieve excellent results for us. We believe that our compensation program, with our balance of base salary, performance-based cash bonuses, and performance conditions for equity awards, encourages and rewards sustained performance that is aligned with long-term stockholder interests.

  293. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

    | | | VOTING RECOMMENDATION Our Board recommends a vote for the proposal, on an advisory basis, approving the compensation of our NEOs and our compensation philosophy, policies, and practices as described herein. |

  294. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

    | 116 | Ralph Lauren 2025 Proxy Statement | |

  295. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

    Questions and Answers About the Annual Meeting and Voting